Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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- Peter Lynch
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
|
MINIM, INC. (Name of Issuer) |
Common Stock, $0.01 par value (Title of Class of Securities) |
60365W102 (CUSIP Number) |
Cao Yu Room 802, Building 47, Rongcheng Garden,, Xiangcheng District, Suzhou City, Jiangsu Province, F4, 215100 86 152 5004 8607 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
02/18/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
|
| CUSIP No. | 60365W102 |
| 1 |
Name of reporting person
Cao Yu | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
PF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
CHINA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
3,007,368.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
31.4 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
The above-referenced shares of common stock beneficially owned by the Reporting Person consist of (i) 1,129,920 shares of Series A Convertible Preferred Stock, $0.001 par value per share, which are convertible into shares of common stock at a ratio of 1.4 shares of common stock for each share of Series A Convertible Preferred Stock, and (ii) a warrant to purchase up to an additional 1,425,480 shares of common stock, par value $0.01 per share, with an exercise price equal to $1.00 per share, subject to adjustment therein.
SCHEDULE 13D
|
| CUSIP No. | 60365W102 |
| 1 |
Name of reporting person
Hu Bin | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
PF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
GERMANY
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
2,255,378.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
23.5 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
The above-referenced shares of common stock beneficially owned by the Reporting Person consist of (i) 847,384 shares of Series A Convertible Preferred Stock, $0.001 par value per share, which are convertible into shares of common stock at a ratio of 1.4 shares of common stock for each share of Series A Convertible Preferred Stock, and (ii) a warrant to purchase up to an additional 1,069,040 shares of common stock, par value $0.01 per share, with an exercise price equal to $1.00 per share, subject to adjustment therein.
SCHEDULE 13D
|
| CUSIP No. | 60365W102 |
| 1 |
Name of reporting person
Youxin Consulting Limited | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
HONG KONG
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
3,421,732.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
35.7 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
The above-referenced shares of common stock beneficially owned by the Reporting Person consist of (i) 242,141 shares of Series A Convertible Preferred Stock, $0.001 par value per share, which are convertible into shares of common stock at a ratio of 1.4 shares of common stock for each share of Series A Convertible Preferred Stock, (ii) a warrant to purchase up to an additional 305,480 shares of common stock, par value $0.01 per share, with an exercise price equal to $1.00 per share, subject to adjustment therein, and (iii) 2,656,980 shares of common stock and 85,910 shares of Series A Convertible Preferred Stock, $0.001 par value per share, which are convertible into shares of common stock at a ratio of 1.4 shares of common stock for each share of Series A Convertible Preferred Stock.
SCHEDULE 13D
|
| CUSIP No. | 60365W102 |
| 1 |
Name of reporting person
Li Wai Chung | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
HONG KONG
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
3,421,732.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
35.7 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
The above-referenced shares of common stock are owned of record by Youxin Consulting Limited and consist of (i) 242,141 shares of Series A Convertible Preferred Stock, $0.001 par value per share, which are convertible into shares of common stock at a ratio of 1.4 shares of common stock for each share of Series A Convertible Preferred Stock, (ii) a warrant to purchase up to an additional 305,480 shares of common stock, par value $0.01 per share, with an exercise price equal to $1.00 per share, subject to adjustment therein, and (iii) 2,656,980 shares of common stock and 85,910 shares of Series A Convertible Preferred Stock, $0.001 par value per share, which are convertible into shares of common stock at a ratio of 1.4 shares of common stock for each share of Series A Convertible Preferred Stock.
SCHEDULE 13D
|
| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Common Stock, $0.01 par value |
| (b) | Name of Issuer:
MINIM, INC. |
| (c) | Address of Issuer's Principal Executive Offices:
848 Elm Street, Manchester,
NEW HAMPSHIRE
, 03101. |
| Item 2. | Identity and Background |
| (a) | This Statement is being filed by Cao Yu, Hu Bin, Youxin Consulting Limited and Li Wai Chung (collectively, the "Reporting Persons"). The agreement among the Reporting Persons to file jointly in accordance with the provisions of Rule 13d-1(k)(1) under the Act is attached hereto as Exhibit 1. |
| (b) | Cao Yu's address is Room 802, Building 47, Rongcheng Garden, Xiangcheng District, Suzhou City, Jiangsu Province, China 215100. Hu Bin's address is Sudetehstrabe 62, Neu-Ulm, Germany. Youxin Consulting Limited's address is Room 2404, World-Wide House, 19 Des Voeux Road Central, Hong Kong, People's Republic of China. Li Wai Chung's address is c/o Youxin Consulting Limited, Room 2404, World-Wide House, 19 Des Voeux Road Central, Hong Kong, People's Republic of China. |
| (c) | Cao Yu is the treasury director of Taifeng Cultural Communication Co., Ltd. Hu Bin is a director of DC International Service Trade GmbH. Youxin Consulting Limited's principal business is to make and hold investments. Li Wai Chung is the director of Youxin Consulting Limited. |
| (d) | During the past five years, the Reporting Persons have not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). |
| (e) | The Reporting Persons have not, during the last five years, been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. |
| (f) | Cao Yu is a citizen of the People's Republic of China. Hu Bin is a citizen of Germany. Youxin Consulting Limited is formed under the laws of Hong Kong, People's Republic of China. Li Wai Chung is a citizen of Hong Kong, People's Republic of China. |
| Item 3. | Source and Amount of Funds or Other Consideration |
The Securities (as defined in Item 6 below) collectively owned by the Reporting Persons, as reported on this Schedule 13D, were purchased with the personal funds of Cao Yu and Hu Bin and the working capital of Youxin Consulting Limited pursuant to the Amended and Restated Securities Purchase Agreement, dated as of February 18, 2025, among the Issuer, the Reporting Persons, and the Seller (as further defined in Item 6), as described in Item 6 below, for the aggregate purchase price of $500,000. | |
| Item 4. | Purpose of Transaction |
The information set forth in Item 3 of this Statement is incorporated herein by reference. 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. The Reporting Persons intend to review their investment in the Issuer on a continuing basis and, depending upon the price and availability of shares of Common Stock or other securities of the Issuer, subsequent developments affecting the Issuer, the Issuer's business and prospects, other investment and business opportunities available to the Reporting Persons, general stock market and economic conditions, tax considerations and other factors considered relevant, may decide at any time to increase or to decrease the size of their investment in the Issuer in the open market, in privately negotiated transactions, pursuant to 10b5-1 trading plans or otherwise.Except as set forth above, the Reporting Persons have no present plans or intentions which would result in or relate to any of the transactions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D. | |
| Item 5. | Interest in Securities of the Issuer |
| (a) | See Items 7-11 of the cover pages of this Statement and Item 2 above. |
| (b) | See Items 7-11 of the cover pages of this Statement and Item 2 above. |
| (c) | Except as reported on this Schedule 13D, none of the Reporting Persons has effected any transactions in the Issuer's securities within the past 60 days. |
| (d) | No other person is known to the Reporting Persons to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Common Stock covered by this Schedule 13D. |
| (e) | Not applicable. |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
On February 18, 2025, the Issuer entered into, and simultaneously closed the transactions under, the Amended and Restated Securities Purchase Agreement (the "Purchase Agreement") among Cao Yu, Hu Bin and Youxin Consulting Limited (the "Purchasers"), David Lazar ("Seller") and the Issuer, whereby Seller sold to the Purchasers (i) 2,219,447 shares of his Series A Convertible Preferred Stock, $0.001 par value per share ("Seller Preferred Stock"), (ii) a warrant to purchase up to an additional 2,800,000 shares of Common Stock, with an exercise price equal to $1.00 per share, subject to adjustment therein (the "Warrant"), and (iii) 2,656,980 shares of Common Stock and 85,910 shares of Series A Convertible Preferred Stock, $0.001 par value per share ("Power of Attorney Shares", and together with the Seller Preferred Stock and the Warrant, the "Securities"). The Purchasers also purchased certain receivables that the Issuer owed to Seller (the "Lazar Receivables"). The purchase price for the Securities and the Lazar Receivables was $500,000. As further consideration for the sale of the Securities, Seller has the opportunity to be paid by the Purchasers an additional $3,400,000, less any indemnity and other obligations payable by Seller, if (i) the Issuer's Common Stock is listed on the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market, or any successors to any of the foregoing (each a "Trading Market") on or before December 31, 2025 and (ii) the Issuer has satisfied all applicable initial and continuing listing requirements of the applicable Trading Market. Additionally, if the foregoing is achieved, Seller will also receive a number of newly issued shares of Common Stock of the Issuer equal to 3% of the then outstanding shares of Common Stock on the date the Issuer's Common Stock is listed on a Trading Market pursuant to Section 4(a) (2) of the Securities Act of 1933, as amended. The Purchase Agreement includes a covenant that, promptly following the closing, the Issuer will take all actions reasonably necessary to amend its certificate of incorporation to increase the Stated Value (as defined in the certificate of incorporation) of the Series A Convertible Preferred Stock from $1.40 to $2.75 in consideration for cancelling the Warrant and forgiving the Lazar Receivables. The forgoing description of the Purchase Agreement does not purport to be complete and is qualified in its entirety by the reference to the Purchase Agreement, which is filed as Exhibit 99.1 to this Schedule 13D, and is incorporated by reference herein. | |
| Item 7. | Material to be Filed as Exhibits. |
Exhibit 1: Joint Filing Agreement, dated February 25, 2024, by and among the Reporting Persons (filed herewith).Exhibit 99.1 Amended and Restated Securities Purchase Agreement by and among the Issuer, the Purchasers and Seller, effective as of February 18, 2025 (filed as Exhibit 10.1 to the Issuer's Current Report on Form 8-K on February 24, 2025 and incorporated herein by reference).https://www.sec.gov/Archives/edgar/data/1467761/000182912625001187/miniminc_ex10-1.htm |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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