Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On April 7, 2023, Jeremy Hitchcock, age 41, a director of Minim, Inc. (the
"Company") and Chairman of the Company's Board of Directors, was appointed as
Executive Chairman of the Company and will, accordingly, be the Company's
principal executive officer. Mr. Hitchcock will not receive any compensation
from the Company in connection with his service in such capacity other than
compensation he now receives in his capacity as a non-employee director of the
Company. Mr. Hitchcock is married to Elizabeth Hitchcock, who is also a director
of the Company.
Mr. Hitchcock has been a director of Minim since May 2019, and since February
2020, has served as Chairman of the Board. From May to December of 2020, he also
served as the Minim's Principal Executive Officer. Mr. Hitchcock is a co-founder
of Cadence Connectivity, Inc., the foundation of the software division at Minim.
Since January 2020, Mr. Hitchcock has served as a partner at New North Ventures.
Since 2017, Mr. Hitchcock has served as a principal at Orbit Group LLC. In 2001,
Mr. Hitchcock co-founded Dyn (ACQ: Oracle, 2018). Mr. Hitchcock holds a B.S.
degree in Management Information Systems from Worcester Polytechnic Institute.
As previously reported in the Company's report on Form 8-K filed on December 5,
2022 with the Securities and Exchange Commission, the Company and Slingshot
Capital, LLC ("Slingshot Capital"), a company wholly-owned by Mr. and Mrs.
Hitchcock, are parties to a Bridge Loan Agreement, dated as of November 30,
2022, pursuant to which Slingshot Capital has made available to the Company a
bridge loan in the principal amount up of up to $1,500,000. The Company has
drawn $1,000,000 and, subject to Slingshot Capital's sole discretion, an
additional $500,000 may be drawn. Principal and interest are not due and payable
until the January 24, 2024 maturity date unless the Company's senior credit
facility with Silicon Valley Bank (the "Senior Lender") is paid in full on an
earlier date. The Company and Slingshot Capital are also party to a
Subordination Agreement (the "Subordination Agreement"), dated as of November
30, 2022, pursuant to which debt under the Slingshot Capital loan is
subordinated to the outstanding indebtedness and obligations under the Company's
senior credit facility with the Senior Lender. The foregoing descriptions of the
Bridge Loan Agreement and the transactions related thereto is qualified by
reference to the terms of such Agreement, a copy of which was attached as
Exhibit 10.1 to the Company's Current Report on Form 8-K filed on December 5,
2022 and is incorporated herein by reference.
Also on April 7, 2023, Mehul Patel, the principal executive officer and a
director of Minim, Inc. (the "Company"), resigned as the Company's principal
executive officer and as a director. Mr. Patel is not now and has not been a
member of any committee of the Company's board of directors (the "Board"). The
resignation of Mr. Patel was not the result of any disagreement with the Company
on any matter relating to the Company's operations, policies or practices.
The Company entered into a separation agreement with Mr. Patel on April 7, 2023
(the "Patel Separation Agreement"). Mr. Patel's outstanding stock options and
restricted stock units ("RSUs") were accelerated by six months as of the date of
the Patel Separation Agreement (the "Separation Date"), but will cease to vest
after the Separation Date. In accordance with the Company's equity plans, the
vested options and RSUs will remain exercisable for the three months following
the Separation Date. Following the Separation Date, Mr. Patel will receive (in
monthly installments) his base salary for a period of six months, as well as any
earned but unpaid prorated bonus through the Separation Date. The Company will
also pay the full COBRA premiums during the same six-month period to the extent
needed and until such time as alternative health insurance is obtained or Mr.
Patel acquires other full-time employment. The Agreement provides for customary
general releases, non-solicitation, cooperation, confidentiality and waivers of
claims by Mr. Patel against the Company.
The foregoing description of the Patel Severance Agreement is qualified by
reference to the terms of such Agreement, a copy of which is attached as Exhibit
10.1 to this Current Report on Form 8-K and incorporated herein by reference.
On April 7, 2023, Philip Frank and Sandra Howe also resigned as directors of the
Company. Each of them had previously served on the Audit, Corporate Governance
and Compensation Committees of the Board and, by resigning as directors, each of
them also resigned from such Committees. The resignation of Mr. Frank and Ms.
Howe was not the result of any disagreement with the Company on any matter
relating to the Company's operations, policies or practices.
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Item 7.01 Regulation FD Disclosure.
The Company issued a press release on April 7, 2023 announcing the executive
transition. A copy of that press release is attached as Exhibit 99.1 hereto and
is incorporated by reference herein.
The information in the press release is being furnished, not filed, pursuant to
Item 7.01 of Form 8-K. Accordingly, the information in Item 7.01 of this Current
Report, including Exhibit 99.1, will not be incorporated by reference into any
registration statement filed by the Company under the Securities Act of 1933, as
amended, unless specifically identified therein as being incorporated by
reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Number Description
10.1 Separation Agreement, dated April 7, 2023, between Minim, Inc. and
Mehul Patel.
99.1 Press release of Minim, Inc., dated April 7, 2023.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
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