SCHEDULE 13D: New Investor Group Acquires Significant Stake in MINIM, Inc., Incentivized by Potential Nasdaq Listing

A group of investors, including Cao Yu, Hu Bin, Youxin Consulting Limited, and Li Wai Chung, has acquired a substantial beneficial ownership stake in MINIM, Inc., with a contingent payment tied to the company's potential Nasdaq listing.

Summary

• Four reporting persons, Cao Yu, Hu Bin, Youxin Consulting Limited, and Li Wai Chung, have jointly filed a Schedule 13D, disclosing their beneficial ownership in MINIM, Inc.'s Common Stock.
• The acquisition was made through an Amended and Restated Securities Purchase Agreement dated February 18, 2025, with David Lazar as the seller.
• The reporting persons collectively acquired 2,219,447 shares of Series A Convertible Preferred Stock, a warrant to purchase up to 2,800,000 shares of Common Stock, 2,656,980 shares of Common Stock, and 85,910 shares of Series A Convertible Preferred Stock.
• The total purchase price for these securities and certain receivables owed by MINIM, Inc. to the seller (Lazar Receivables) was $500,000.
• Cao Yu beneficially owns 3,007,368 shares, representing 31.4% of the class.
• Hu Bin beneficially owns 2,255,378 shares, representing 23.5% of the class.
• Youxin Consulting Limited and Li Wai Chung jointly beneficially own 3,421,732 shares, representing 35.7% of the class.
• The shares were purchased using personal funds from Cao Yu and Hu Bin, and working capital from Youxin Consulting Limited.
• As part of the agreement, the seller, David Lazar, is eligible for an additional payment of $3,400,000 and 3% of the then-outstanding common stock if MINIM, Inc. lists its common stock on a Nasdaq Trading Market by December 31, 2025, and meets all listing requirements.
• The Issuer has covenanted to amend its certificate of incorporation to increase the Stated Value of the Series A Convertible Preferred Stock from $1.40 to $2.75 in exchange for cancelling the warrant and forgiving the Lazar Receivables.

Sentiment

Score: 7

Explanation: The sentiment is moderately positive due to the introduction of new significant investors, the forgiveness of company receivables, and the strong incentive for the company to achieve a Nasdaq listing, which could benefit all shareholders.

Positives

• The transaction introduces new significant investors to MINIM, Inc., potentially bringing fresh perspectives and support.
• The seller's contingent payment incentivizes the company to achieve a Nasdaq listing, which could enhance liquidity and investor visibility.
• The agreement includes the forgiveness of 'Lazar Receivables' owed by the Issuer to the seller, which improves the company's financial position by reducing liabilities.
• The increase in the Stated Value of Series A Convertible Preferred Stock from $1.40 to $2.75, in consideration for cancelling the warrant and forgiving receivables, could be seen as a positive restructuring for preferred shareholders.

Negatives

• The significant concentration of ownership among the new investor group could lead to reduced public float and potential control issues.
• The contingent payment to the seller creates a dependency on achieving a Nasdaq listing by a specific deadline, which may put pressure on management.

Risks

• Failure to list MINIM, Inc.'s Common Stock on a Nasdaq Trading Market by December 31, 2025, would result in the seller not receiving the additional $3,400,000 payment and the 3% share issuance, potentially impacting future relationships or incentives.
• The company must satisfy all applicable initial and continuing listing requirements of the chosen Nasdaq Trading Market, which may require significant operational and financial adjustments.

Future Outlook

The reporting persons intend to hold their shares for general investment purposes and may increase or decrease their investment based on market conditions and the Issuer's prospects. A key forward-looking event is MINIM, Inc.'s potential listing on a Nasdaq Trading Market by December 31, 2025, which is tied to significant contingent payments to the seller.

Management Comments

• The Reporting Persons hold the shares of the Common Stock of the Issuer for general investment purposes.
• The Reporting Persons may, from time to time, depending on prevailing market, economic and other conditions, acquire additional shares of Common Stock or other securities of the Issuer, dispose of any such securities, or engage in discussions with the Issuer concerning such acquisitions or dispositions or further investments in the Issuer.

Industry Context

This filing primarily details a change in significant ownership and does not provide broader industry context or trends. It focuses on the specific transaction and its implications for MINIM, Inc.'s corporate structure and potential market listing.

Corporate Governance

Related Party Transactions

• The transaction involves the sale of securities and receivables from David Lazar (Seller) to the Reporting Persons (Purchasers), with MINIM, Inc. (Issuer) as a party to the Amended and Restated Securities Purchase Agreement.
• The Purchasers acquired 'Lazar Receivables' (receivables owed by the Issuer to Seller) as part of the $500,000 purchase price, which are subsequently forgiven as part of the agreement to amend the Series A Preferred Stock's Stated Value.

Stakeholder Impact

• **Shareholders**: Introduction of new significant beneficial owners (Cao Yu, Hu Bin, Youxin Consulting Limited, Li Wai Chung) could influence corporate strategy and governance. The potential Nasdaq listing could enhance liquidity and valuation.
• **Creditors**: The forgiveness of 'Lazar Receivables' improves the Issuer's balance sheet by reducing its liabilities, which is positive for creditors.
• **Preferred Stockholders**: The increase in the Stated Value of Series A Convertible Preferred Stock from $1.40 to $2.75, in exchange for warrant cancellation and receivable forgiveness, directly impacts the terms and potential value for Series A Preferred Stock holders.

Next Steps

• MINIM, Inc. is covenanted to promptly amend its certificate of incorporation to increase the Stated Value of the Series A Convertible Preferred Stock from $1.40 to $2.75.
• MINIM, Inc. will take all actions reasonably necessary to list its Common Stock on a Nasdaq Trading Market on or before December 31, 2025, and satisfy all applicable initial and continuing listing requirements.

Key Dates

Keywords

MINIM Inc., Schedule 13D, Beneficial Ownership, Convertible Preferred Stock, Warrants, Nasdaq Listing, Securities Purchase Agreement, Corporate Governance, Investor Group, Common Stock