MINIM, INC. Form S-1/A Filed 2021-07-28

SECURITIES AND EXCHANGE COMMISSION FORM S-1/A General form of registration statement for all companies including face-amount certificate companies [amend] Filing Date: 2021-07-28 SEC Accession No. 0001493152-21-017926 (HTML Version on secdatabase.com) FILER MINIM, INC. Mailing Address Business Address 848 ELM STREET 848 ELM STREET CIK:1467761| IRS No.: 042621506 | State of Incorp.:DE | Fiscal Year End: 1231 MANCHESTER NH 03101 MANCHESTER NH 03101 Type: S-1/A | Act: 33 | File No.: 333-257656 | Film No.: 211119805 833-966-4646 SIC: 3661 Telephone & telegraph apparatus Copyright © 2021 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document As filed with the Securities and Exchange Commission on July 28, 2021. Registration No. 333-257656 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 2 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 MINIM, INC. (Exact name of registrant as specified in its charter) Delaware 3661 04-2621506 (State or other jurisdiction (Primary Standard Industrial (I.R.S. Employer of incorporation or organization) Classification Code Number) Identification Number) 848 Elm Street Manchester, New Hampshire, 03101 (833) 966-4646 (Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices) Sean Doherty Chief Financial Officer Minim, Inc. 848 Elm Street Manchester, New Hampshire, 03101 (833) 966-4646 (Name, address, including zip code, and telephone number, including area code, of agent for service) Copies to: Richard F. Langan, Jr., Esq. Sara L. Terheggen, Esq. Nixon Peabody LLP The NBD Group, Inc. 55 West 46th Street 350 N. Glendale Avenue, Ste B522 New York, NY 10036-4120 Glendale, California 91206 (212) 940-3000 (310) 890-0110 As soon as practicable after the effective date of this registration statement. (Approximate date of commencement of proposed sale to the public) If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box: [ ] If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ] Copyright © 2021 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ] If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ] Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filer [ ] Accelerated filer [ ] Non-accelerated filer [X] Smaller reporting company [X] Emerging growth company [ ] If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. [ ] CALCULATION OF REGISTRATION FEE Title of Each Class of Securities to be Proposed Maximum Aggregate Offering Registered Price(1)(2) Amount of Registration Fee(3)(4) Common Stock, par value $0.01 per $ 28,750,000 $ 3,137 share Includes shares of Common Stock issuable upon the exercise of the underwriters’ option to purchase additional shares. See (1) “Underwriting.” (2) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(a) of the Securities Act of 1933, as amended. (3) Calculated pursuant to Rule 457(o) based on an estimate of the proposed maximum aggregate offering price. (4) The Registrant previously paid $3,137 of the total registration fee in connection with a prior filing of this Registration Statement. The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine. The information in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities nor does it seek an offer to buy these securities in any state or other jurisdiction in which the offer or sale is not permitted. PRELIMINARY PROSPECTUS SUBJECT TO COMPLETION, DATED JULY 28, 2021 Minim, Inc. 8,417,508 Shares of Common Stock We are offering 8,417,508 shares of our common stock, par value $0.01 per share (the “Common Stock”). Copyright © 2021 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Our Common Stock is listed on The Nasdaq Capital Market under the symbol “MINM”. We have assumed the shares of Common Stock are offered at $2.97 per share, which was the closing price of our Common Stock as reported on The Nasdaq Capital Market on July 27, 2021. The final public offering price will be determined through negotiation between us and the underwriters in the offering and will take into account the recent market price of our common stock, the general condition of the securities market at the time of the offering, the history of, and the prospects for, the industry in which we compete, and our past and present operations and our prospects for future revenues. The assumed public offering price used throughout this prospectus may not be indicative of the actual offering price. Certain of our officers, directors and employees, including Gray Chynoweth, our Chief Executive Officer, and certain of their respective affiliates, have indicated an interest in participating in this offering at the public offering price. We anticipate that such persons will purchase in the aggregate approximately 203,704 shares of Common Stock offered hereby. However, because indications of interest are not binding agreements or commitments to purchase, the underwriters could determine to sell fewer shares to them than they indicated an interest in purchasing or sell no shares to them, and they could determine to purchase fewer shares than they indicated an interest in purchasing or purchase no shares in this offering. We are a “smaller reporting company,” as defined in the Securities Exchange Act of 1934, as amended, and may avail ourselves of reduced disclosure requirements applicable to smaller reporting companies, which could make our Common Stock less attractive to investors and adversely affect the market price of our Common Stock. This prospectus complies with the requirements that apply to an issuer that is a smaller reporting company. Investing in our Common Stock involves risk. See “Risk Factors” beginning on page 17. Per Total Share Public offering price $ $ Underwriting discounts and commissions(1) $ $ Proceeds, before expenses, to us $ $ We refer you to the section titled “Underwriting” beginning on page 59 for additional information regarding underwriting (1) compensation. We have granted to the underwriters an option to purchase up to 1,262,626 additional shares of Common Stock, exercisable at any time until 30 days after the date of this prospectus. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. The underwriters expect to deliver the shares of Common Stock against payment on , 2021. B. Riley Securities The date of this prospectus is , 2021. Copyright © 2021 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Copyright © 2021 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents Page PROSPECTUS SUMMARY 1 SELECTED CONSOLIDATED FINANCIAL DATA 11 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION 14 RISK FACTORS 17 CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS 28 USE OF PROCEEDS 29 DIVIDEND POLICY 30 CAPITALIZATION 31 BUSINESS 32 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 42 MANAGEMENT 49 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 53 CERTAIN U.S. FEDERAL INCOME TAX CONSIDERATIONS 55 UNDERWRITING 59 LEGAL MATTERS 66 EXPERTS 66 INCORPORATION OF INFORMATION BY REFERENCE 66 WHERE YOU CAN FIND MORE INFORMATION 67 You should rely only on the information contained in this prospectus or any information incorporated by reference herein or in any free writing prospectuses or amendments thereto that we may provide to you in connection with this offering. Neither we nor any of the underwriters have authorized anyone to provide you with information different from, or in addition to, that contained in this prospectus or incorporated by reference herein or in any such free writing prospectus. If anyone provides you with different or inconsistent information, you should not rely on it. We can provide no assurance as to the reliability of any other information that others may give to you.

Load more