8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 16, 2022

MINIM, INC.

(Exact Name of Registrant as Specified in Charter)

Delaware	001-37649	04-2621506
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

848 Elm Street Manchester, NH 03101

(Address of principal executive offices, including zip code)

(833) 966-4646

(Registrant’s Telephone Number, Including Area Code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 24013e-4(c))

Securities registered pursuant to Section 12(b) of the Act

Title of Each Class	Trading Symbol	Name of Each Exchange On Which Registered
Common Stock, $0.01 par value per share	MINM	The Nasdaq Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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 13(a) of the Exchange Act. ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On August 16, 2022, Minim, Inc. (the “Company”) announced that Mehul Patel, CFO, has been named Chief Executive Officer, replacing Gray Chynoweth, who will be transitioning from his role as Chief Executive Officer effective September 8, 2022 (the “Separation Date”) to further pursue his career as a member of the United States Navy Reserve. Mr. Chynoweth’s resignation from the Board of Directors is effective immediately and Mr. Patel will join the Board of Directors as his replacement, also effective August 16, 2022, to serve until the next annual meeting of the stockholders of the Company. Mr. Patel will not serve on any of the Board committees. In connection with his departure, Mr. Chynoweth is committed to an orderly transition of his duties. Mr. Chynoweth’s departure is not the result of any dispute or disagreement with the Company.

Upon assuming this role, Mr. Patel will also assume the duties of the Company’s principal executive officer for Securities and Exchange Commission reporting purposes. Mr. Patel, 45, has been with the Company since March 2022, most recently serving as its Chief Financial Officer. Prior to joining the Company, Mr. Patel served as Vice President, Supply Chain Finance & Transformation, for Verifone, a FinTech company that provides payment and commerce solutions to global retail brands, major financial institutions and over 600,000 merchants. At Verifone, he has led an international team and four major contract manufacturer factories to achieve material supply chain cost control during the pandemic. Before joining Verifone, Mr. Patel held the position of Finance Director for the Telecom Consumer Premise Equipment (CPE) business unit at Motorola, where he was responsible for P&L and financial operations for over a billion dollars in revenue worldwide. During his 18 years at Motorola, he was a part of six acquisitions and saw the company’s name change from Motorola Home to Motorola Mobility, a Google Company, to ARRIS and in 2019 to CommScope. Mr. Patel earned a Bachelor of Science (BS) degree in accounting with a concentration in management information systems (MIS) from The Pennsylvania State University. There is no family relationships between Mr. Patel and any of our other officers and directors. There are no understandings or arrangements between Mr. Patel and any other person pursuant to which Mr. Patel was appointed as Chief Executive Officer or as a Director. In connection with his promotion to Chief Executive Officer, on August 15, 2022, Mr. Patel entered into an amendment to his executive employment agreement (“Patel Amendment”).

On August 16, 2022, the Company also announced that Dustin Tacker, the Company’s Vice President and Corporate Controller, was being promoted to Chief Financial Officer effective immediately. Upon assuming this role, he will also assume the duties of the Company’s principal financial officer and principal accounting officer for Securities and Exchange Commission reporting purposes. Mr. Tacker, 46, joined the Company in 2020. Mr. Tacker has over 20 years of finance, accounting and operational leadership experience. Prior to joining Minim, he served as Senior Director of Accounting at Access Information Management. Mr. Tacker was also previously the corporate controller for SmartBear Software and a global controller at General Electric. Mr. Tacker is a Certified Public Accountant and graduated from the University of Texas with a Masters in Professional Accounting and Bachelor in Business Administration. There is no family relationships between Mr. Tacker and any of our other officers and directors. There are no understandings or arrangements between Mr. Tacker and any other person pursuant to which Mr. Tacker was appointed as Chief Financial Officer. In connection with his appointment to Chief Financial Officer, Mr. Tacker entered into a standard executive employment agreement (“Tacker Employment Agreement”) and standard executive severance agreement (“Tacker Severance Agreement”) on August 15, 2022.

In connection with Mr. Patel and Mr. Tacker’s promotions to Chief Executive Officer and Chief Financial Officer, their base salaries have been increased to $400,000 and $225,000, respectively, and each of their bonus eligibility was set at 25% of their respective base salary. Bonus eligibility is based on work product and attainment of specific goals as reflected by overall Company financial performance, which is reviewed and set on an annual basis by the Compensation Committee of the Company’s Board of Directors (the “Compensation Committee”). The Compensation Committee also approved a restricted stock grant to Mr. Patel and Mr. Tacker of 100,000 RSUs and 53,814 RSUs, respectively.

The Company has entered into a transition and separation agreement with Mr. Chynoweth on August 15, 2022 (“Chynoweth Agreement”). Pursuant to the Chynoweth Agreement, Mr. Chynoweth will assist with the transition of duties through the Separation Date (such period through the Separation Date, the “Transition Period”). During the Transition Period, Mr. Chynoweth will be paid his current base salary and remain eligible to participate in the Company’s health and welfare benefit plans. Subject to continued employment during the Transition Period, the vesting of Mr. Chynoweth’s outstanding stock options and RSUs will be accelerated by nine months as of the Separation Date. The vested options will remain exercisable for the three months following the Separation Date in accordance with the Company’s equity plan. Following the Separation Date, Mr. Chynoweth will receive his base salary for a period of six months, and an additional three months thereafter if Mr. Chynoweth has not acquired full-time employment, as well as any earned but unpaid prorated bonus through the Separation Date. The Company will also pay COBRA premiums during the same nine-month period to the extent needed and until such time as alternative health insurance is obtained or Mr. Chynoweth acquires other full-time employment. The Agreement provides for customary general releases and waivers of claims by Mr. Chynoweth against the Company.

On August 15, 2022, John Lauten, the Company’s Chief Operating Officer, has also departed the Company but will continue to serve as an advisor to the Company. In connection with his departure, Mr. Lauten is entitled to the separation benefits included in the Severance Agreement executed by Lauten on October 21, 2021. To obtain such separation benefits, the Company entered into a separation agreement with Mr. Lauten on August 15, 2022 (“Lauten Agreement”). Pursuant to the Lauten Agreement, Mr. Lauten will be entitled to continue to receive his base salary for a period of six months from his date of separation and the Company will pay COBRA premiums during the same six-month period. The Lauten Agreement provides for customary general releases and waivers of claims by Mr. Lauten against the Company.

The foregoing descriptions of the Patel Amendment, Tacker Employment Agreement, Tacker Severance Agreement, Chynoweth Agreement and Lauten Agreement are qualified by reference to the terms of the Patel Amendment, Tacker Employment Agreement, Tacker Severance Agreement, Chynoweth Agreement and Lauten Agreement, a copy of which is attached as Exhibit 10.1, 10.2, 10.3, 10.4 and 10.5, respectively, to this Current Report on Form 8-K and incorporated herein by reference.

Item 7.01 Regulation FD Disclosure.

The Company issued a press release on August 16, 2022 announcing the executive transition. A copy of the 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.

Exhibit Number	Title
10.1	Amendment to Employment Agreement, dated August 15, 2022, between Minim, Inc. and Mehul Patel.
10.2	Executive Employment Agreement, dated August 15, 2022, between Minim, Inc. and Dustin Tacker.
10.3	Executive Severance Agreement, dated August 15, 2022, between Minim, Inc. and Dustin Tacker.
10.4	Transition and Separation Agreement, dated August 15, 2022, between Minim, Inc. and Gray Chynoweth.
10.5	Separation Agreement, dated August 15, 2022, between Minim, Inc. and John Lauten.
99.1	Press release of Minim, Inc., dated August 16, 2022.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated:	August 16, 2022	MINIM, INC.
		By:	/s/ Dustin Tacker
		Name:	Dustin Tacker
		Title:	Chief Financial Officer

EX-10.1

Exhibit 10.1

Minim, inc.

amendment of employment agreement AND SEVERANCE AGREEMENT

AUGUST 15, 2022

Reference is hereby made to that certain Employment Agreement between Minim, Inc. (the “Company”) and Mehul Patel (“Executive”), dated March 21, 2022 (the “Employment Agreement”) and Severance Agreement, dated March 21, 2022 (the “Severance Agreement”). This Amendment to the Employment Agreement and Severance Agreement (the “Amendment”), is entered into on the date first written above, by and between you and the Company. The Company and the Executive are each a “Party” and together, the “Parties.” In consideration of the agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which the Parties acknowledge, the Parties agree as follows:

1. Section 2 of the Employment Agreement is deleted in its entirety and is replaced with the following:

“The Employee shall serve the Company as Chief Executive Officer. In such capacity, the Employee shall be subject to the direction of the Company’s Board of Directors. The Employee shall also perform such other services and duties consistent with Employee’s position as Chief Executive Officer in connection with the Company as may be assigned or delegated to the Employee from time to time by or under the authority of the Company’s Board of Directors.”

2. Section 3(a) of the Employment Agreement is revised to reflect an annualized base salary of $400,000 per year. Section 3(a) is further amended to add the phrase, “upwards, but in no event shall the Employee’s salary be decreased without the Employee’s written consent,” in the second sentence of such Section 3(a) immediately after the word, “salary.”

3. Section 4, 5(b) and Section 17 of the Employment Agreement is revised to replace “Chief Executive Officer” with “Board of Directors or other Authorized Officer.”

4. Section 7(f) of the Employment Agreement is deleted in its entirety and is replaced with the following:

“Non-Solicitation. During Non-Solicitation Period, and regardless of the reasons for the termination of the Employee’s employment with the Company, the Employee will not, in any form or manner, directly or indirectly: (1) hire, employ, engage, solicit, entice, encourage, accept or cause to terminate another person’s relationship with the Company or attempt to hire, employ, engage, solicit, entice, encourage, accept or cause to terminate another person’s relationship with the Company, any Company employee, consultant or other service provider; or (2) hire, employ, engage or otherwise become involved in a business association or attempt to hire, employ, engage or otherwise become involved in a business association with any person who at any time during the one (1) year prior to the termination of the Employee’s employment with the Company was employed by the Company or engaged as a consultant to the Company; or (3) contact, solicit, divert, take away, or attempt to contact, solicit, divert or take away, any clients, customers, suppliers, vendors or accounts, or prospective clients, customers, suppliers, vendors, or accounts, of the Company, or any of the Company’s business with such clients, customers, suppliers, vendors or accounts. It is agreed between the Company and you that any general solicitation that is not directed specifically to any employee, consultant, agent, director or officer of the Company shall not be a breach of this Agreement. The Employee acknowledges that the restrictions contained in this Section extend to and expressly prohibit conduct via social media that would violate this Section.”

5. Section 7(i) of the Employment Agreement is deleted in its entirety and replaced with the following:

“Injunctive Relief/Attorneys’ Fees. The Employee understands and acknowledges that the Company’s Proprietary Information, Inventions, and goodwill are of a special, unique, unusual, character which gives them a peculiar value, the loss of which cannot be reasonably compensated in damages in an action at law. The Employee understands and acknowledges that, in addition to any and all other rights or remedies that the Company may possess, the Company shall be entitled to injunctive and other equitable relief, without posting a bond, if the Employee breaches any portion of this Agreement or in order to prevent a breach or threatened breach of this Agreement (and/or any provision thereof and in particular, the provisions contained in this Section 7 regarding, non-solicitation, confidentiality, and non disparagement) by the Employee. Further, to the extent permitted by law, in the event of any claim brought by a party hereto with respect to the breach of this Agreement, the legal fees and expense of the prevailing party shall be borne by the non-prevailing party.”

6. Section 9 of the Employment Agreement is deleted in its entirety and replaced with the following:

“Integration. This Agreement, together with the Severance Agreement, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements between the parties with respect to such subject matter.”

7. Section 2(a)(iii) of the Severance Agreement is amended to add the following proviso:

“provided, that, any refusal by the Employee to perform its duties and responsibilities if such refusal is a result of requests that the Employee believes to be unethical or in violation of laws and regulations shall not constitute Cause so long as Employee promptly notifies the Company of such requests;”

8. Section 2(b) of the Severance Agreement is amended to:

a. add a new clause (iv) to the definition of “Good Reason”:

“iv. Any duties requested by the Company to be performed by the Employee that are considered unethical or not in compliance with laws and regulations”; and

b. add the following proviso to the end:

“; provided, that, any events or actions by the Company that are deemed unethical or in violation of laws and regulations and not curable following the Employee’s written objection to the Company shall still constitute “Good Reason” hereunder.”

All other terms of Executive’s Employment Agreement and Severance Agreement will remain in effect and Executive will continue to provide services to the Company pursuant to the Employment Agreement and Severance Agreement. In connection with any future amendment to Employee’s Employment Agreement and Severance Agreement, the Company will consider additional amendments proposed by the Employee.

This Amendment may be executed in one or more counterparts, none of which need to contain the signature of more than one party, each of which will be deemed to be an original, and all of which taken together shall constitute one and the same instrument. The facsimile or PDF signatures of the Parties shall be deemed to constitute original signatures, and facsimile or PDF copies of this Amendment shall be deemed to constitute duplicate originals.

[Signature page follows.]

In witness whereof, the parties have executed this Amendment as of the date hereof.

minim, inc.
By:	/s/ Sara Bishop
Name:	Sara Bishop
Title:	Head of Talent and Culture
executive
By:	/s/ Mehul Patel
Name:	Mehul Patel

EX-10.2

Exhibit 10.2

EMPLOYMENT AGREEMENT

This Employment Agreement (the “Agreement”) is made as of the 15th day of August 2022, by and between Minim, Inc. (the “Company”) and Dustin Tacker (the “Employee”).

WHEREAS, the Company desires to employ the Employee, and the Employee desires to accept such employment, subject to the terms and conditions of this Agreement.

In consideration of the Employee’s employment with the Company, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Company and the Employee agree as follows:

1. Employment. The Company agrees to employ the Employee, and the Employee agrees to be employed by the Company, on the terms and conditions set forth below. The Employee shall be employed under this Agreement on an at-will basis for an indefinite period of time, and the Employee or the Company may terminate the employment relationship with or without notice at any time and for any or no reason or cause in accordance with the terms of Section 5 hereof. The Company is not bound to follow any policy, procedure, or process in connection with employee discipline, employment termination or otherwise. The Employee’s employment with the Company pursuant to this Agreement shall commence on August 16, 2022 (the “Effective Date”).

2. Duties. The Employee shall serve the Company as Chief Financial Officer. In such capacity, the Employee shall be subject to the direction of the Company’s CEO. The Employee shall also perform such other services and duties consistent with Employee’s position as Chief Financial Officer in connection with the Company as may be assigned or delegated to the Employee from time to time by or under the authority of the Company’s Chief Executive Officer.

3. Compensation and Benefits. The regular compensation and benefits payable to the Employee under this Agreement shall be as follows:

(a) Salary. For all services rendered by the Employee under this Agreement, the Company shall pay the Employee a base salary at the annualized rate of 225,00.00 dollars ($225,000.00) per year, pro-rated for any partial year in which this Agreement is in effect. The Employee’s performance may be reviewed by the Company from time to time pursuant to such performance reviews or for other reasons, and the Company may adjust the Employee’s salary upwards, but in no event shall the Employee’s salary be decreased without the Employee’s written consent. The Employee’s salary shall be payable in equal installments in connection with the Company’s regular payroll dates and payroll procedures.

(b) Bonus Opportunity. The Employee shall be entitled to receive such incentive or performance bonuses as the Compensation Committee of the Company’s Board of Directors determines.

(c) Benefits. The Employee shall be eligible to participate in all employee benefit, health and welfare, 401(k), profit sharing and other plans, policies and programs which the Company may, from time to time, have in effect for all or most employees of the Company.

Such participation shall be subject to the terms of the applicable plan documents, generally applicable policies of the Company, applicable law, and the discretion of the Company or any administrative or other committee provided for in, or contemplated by, any such plan. Nothing contained in this Agreement shall be construed to create any obligation on the part of the Company to establish any such plan or to maintain the effectiveness of any such plan which may be in effect from time to time. To the extent there is any conflict between the terms of this Agreement and the applicable benefit plan documents, the terms of the plan documents shall govern.

(d) Vacation. The Employee will be covered by the terms of the Unlimited PTO Policy. Because vacation time does not accrue for the Employee there is no payout of vacation time upon the termination of the Employee’s employment.

(e) Expense Reimbursement. The Company will reimburse the Employee on a monthly basis for all normal and reasonable business expenses incurred by the Employee in the course of performing the Employee’s duties for the Company hereunder, provided the Employee timely and properly completes and submits an expense report and any other appropriate documentation to the Company, as may be required in accordance with the policies in effect from time to time for Company employees.

4. Extent of Service. During the Employee’s employment hereunder, the Employee shall devote the Employee’s full business time, best efforts and business judgment, skill and knowledge to the advancement of the Company’s interests and to the discharge of the Employee’s duties and responsibilities hereunder. Notwithstanding the foregoing, the Employee may engage in any outside business activities in which the Employee is engaged as of the Effective Date, and the Employee may engage in other business activities in the future provided: (i) such activities are not for or with a competitor of the Company; (ii) such activities do not create a conflict of interest with respect to the Employee’s employment with the Company; (iii) such activities do not interfere with the Employee’s performance of the Employee’s job duties for the Company; (iv) the Employee notifies the Company in writing in advance of engaging in such activities; and (v) the Company’s Chief Executive Officer authorizes the Employee to engage in such activities (which such authorization will not be unreasonably withheld).

5. Termination and Termination Benefits. The Employee’s employment hereunder shall terminate under the following circumstances:

(a) Termination by the Company. The Employee’s employment hereunder may be terminated by the Company for Cause without further liability on the part of the Company, effective immediately, upon written notice to the Employee.

(b) Termination by the Employee. The Employee’s employment hereunder may be terminated by the Employee by written notice to the Company’s Chief Executive Officer at least thirty (30) days prior to such termination.

(c) Disability. If due to physical or mental illness or disability, the Employee shall be disabled so as to be unable to perform substantially the Employee’s essential duties and responsibilities hereunder with reasonable accommodation by the Company to the Employee’s known physical or mental disability, solely in accordance with, and to the extent required by law (provided such accommodation would not impose an undue hardship on the operation of the Company’s business or a direct threat to the Employee or others) for a period of one hundred eighty (180) consecutive days, the Company may terminate the Employee’s employment, effective immediately, upon written notice to the Employee.

(d) Death. The Employee’s employment with the Company shall terminate immediately upon the death of the Employee.

6. Litigation and Regulatory Cooperation. The Employee shall cooperate fully with the Company in the defense or prosecution of any claims or actions now in existence or which may be brought in the future against or on behalf of the Company which relate to events or occurrences that transpired while the Employee is employed by the Company. The Employee’s full cooperation in connection with such claims or actions shall include, but not be limited to, being available to meet with counsel to prepare for discovery or trial and to act as a witness on behalf of the Company at mutually convenient times. The Employee shall also cooperate fully with the Company in connection with any examination or review of any federal, state or local regulatory authority as any such examination or review relates to events or occurrences that transpired while the Employee was employed by the Company. The Company will reimburse the Employee for any reasonable out-of-pocket expenses incurred in connection with such cooperation.

7. Proprietary Information, Intellectual Property, Non-Solicitation, and Non Disparagement.

(a) Definitions.

(i) Proprietary Information. During the course of the Employee’s employment with the Company, the Employee will be given unique and specialized training and will have access to the trade secrets and other confidential information on which the Company’s business is based. As used in this Agreement, “Proprietary Information” means (1) the information referred to in the preceding sentence, (2) information regarding products and/or service the Company may subsequently sell or manufacture, have under development, active consideration or planning, (3) Inventions and Developments (as defined below), (4) the confidential information of others with which the Company has a business relationship, and (5) any other information which the Company possesses or to which the Company has rights which have value to the Company, including (by way of example and without limitation) trade secrets, product ideas, designs, configurations, processes, techniques, formulas, software, improvements, data, know-how, copyrightable materials, marketing plans and strategies, including but not limited to social media plans and strategies, production plans and strategies, costs, pricing, vendor lists contact lists, and customer lists. Proprietary Information includes information developed by the Employee in the course of the Employee’s employment by the Company or otherwise relating to Inventions which belong to the Company under Section 7(e) below, as well as other information to which the Employee may have access in connection with the Employee’s employment.

(ii) Company. For purposes of this Section 7, all references to the “Company” will be deemed to include the Company and its Affiliates.

(iii) For purposes of this Section 7, the term “Non-Solicitation Period” shall mean the period of time during which the Employee is employed by the Company and for the twelve (12) consecutive months following the termination of the Employee’s employment with the Company for any reason.

(b) Goodwill. The Employee acknowledges and agrees that: (i) during and as a result of the Employee’s employment by the Company, the Employee will acquire experience, skills and knowledge related to the Company’s business; and (ii) the Company depends upon its goodwill which it will entrust to the Employee during the term of the Employee’s employment by the Company by affording the Employee the opportunity to become acquainted with the clients, customers, accounts, prospects, suppliers, and licensees of the Company, to establish business relationships with them and to have access to records detailing their business activities with the Company.

(c) Confidentiality. The Employee understands and agrees that the Employee’s employment creates a relationship of confidence and trust between the Employee and the Company with respect to all Proprietary Information. At all times, both during the Employee’s employment with the Company and after its termination, the Employee will keep in confidence and trust all such Proprietary Information, and will not use or disclose any such Proprietary Information without the written consent of the Company, except as may be necessary in the ordinary course of performing the Employee’s duties to the Company. The Employee understands that the restrictions contained in this paragraph extend to and expressly prohibit disclosure of Proprietary Information through social media. The restrictions set forth in this Section 7(c) will not apply to information which is generally known to the public or in the trade, unless such knowledge results from an unauthorized disclosure by the Employee, but this exception will not affect the application of any other provision of this Agreement to such information in accordance with the terms of such provision.

(d) Documents, Records, Etc. All documents, records, apparatus, equipment, photography and other physical property, whether or not pertaining to Proprietary Information, which are furnished to the Employee by the Company or are produced by the Employee in connection with the Employee’s employment will be and remain the sole property of the Company. Upon termination of the Employee’s employment, or at any earlier time upon the Company’s request, the Employee will immediately return to the Company all Company property, documents (including without limitation all written and graphic notes of any kind and description, including customer and contact lists, letters, correspondence, memoranda, notes, reports, computer or data processing results, computer software or data processing tapes, photography, disks or other material in machine readable form) and any Confidential Information. Further, upon termination of employment, the Employee shall remove from the Employee’s personal social media any designation or indication that he or she is a current employee of the Company.

(e) Intellectual Property. The Employee agrees to disclose promptly, completely and in writing to the Company any original works of authorship (including all copyrights with respect thereto), any discovery, process, design, improvement, innovation, development, improvement or invention, whether or not patentable and whether reduced to writing or practice or not, which the Employee discovers, conceives and/or develops, in whole or in part, either individually or jointly with others (whether on or off the Company’s premises or during or after working hours) during the period the Employee is employed with the Company, and which was or is directly or indirectly related to the business or proposed business of the Company, or which resulted or results from or was suggested by any work performed by any employee or agent thereof during such period of employment or for one year thereafter (“Inventions”). The term Inventions does not include developments, productions, or creations generated by the Employee for third parties, provided that such developments, productions, or creations occur outside the scope of the Employee’s employment with the Company and do not relate to the Company’s business. The Employee hereby assigns and agrees to assign to the Company without any separate or additional remuneration the Employee’s entire right, title and interest in all Inventions, together with any and all United States and foreign rights thereto. The Employee agrees that all Inventions and all works of authorship, literary works (including computer programs), audiovisual works, translations, compilations, and any other written materials, including but not limited to, copyrightable works (the “Works”) which are originated or produced by the Employee (solely or jointly with others), in whole or in part, within the scope of, or in connection with, the Employee’s employment will be considered “works made for hire” as defined by the U.S. Copyright Act (17 USC §101, as amended) and further acknowledges that the Employee is an employee as defined under that Act. All such works made for hire are and will be the exclusive property of the Company, and the Employee agrees to treat any such works as Proprietary Information. In the event that any Works are not deemed to be “works made for hire,” the Employee hereby assigns all of his right, title, and interest in and to such Works, including but not limited to, the copyrights therein, to the Company. The Employee agrees to cooperate with the Company, both during and subsequent to the Employee’s employment, to execute all instruments including patent and copyright applications and assignments therefor, and to do all other things reasonably necessary to fully vest, and perfect, in the Company the ownership rights contemplated herein. In the event the Company is unable, after reasonable effort, to secure the Employee’s signature on any document or instrument necessary to secure trademarks, letters patent, copyrights or other analogous protection relating to any Works, whether because of the Employee’s physical or mental capacity or for any other reason whatsoever, the Employee hereby irrevocably designates and appoints the Company and its duly authorized officers and agents as his agent and attorney-in-fact, to act for and in his behalf and stead to execute and file any such application or applications and to do all other lawfully permitted acts.

(f) Non-Solicitation. During Non-Solicitation Period, and regardless of the reasons for the termination of the Employee’s employment with the Company, the Employee will not, in any form or manner, directly or indirectly: (1) hire, employ, engage, solicit, entice, encourage, accept or cause to terminate another person’s relationship with the Company or attempt to hire, employ, engage, solicit, entice, encourage, accept or cause to terminate another person’s relationship with the Company, any Company employee, consultant or other service provider; or (2) hire, employ, engage or otherwise become involved in a business association or attempt to hire, employ, engage or otherwise become involved in a business association with any person who at any time during the one (1) year prior to the termination of the Employee’s employment with the Company was employed by the Company or engaged as a consultant to the Company; or (3) contact, solicit, divert, take away, or attempt to contact, solicit, divert or take away, any clients, customers, suppliers, vendors or accounts, or prospective clients, customers, suppliers, vendors, or accounts, of the Company, or any of the Company’s business with such clients, customers, suppliers, vendors or accounts. It is agreed between the Company and you that any general solicitation that is not directed specifically to any employee, consultant, agent, director or officer of the Company shall not be a breach of this Agreement. The Employee acknowledges that the restrictions contained in this Section extend to and expressly prohibit conduct via social media that would violate this Section.

(g) Third-Party Agreements and Rights. The Employee hereby confirms that the Employee is not bound by the terms of any agreement with any previous employer or other party which restricts in any way the Employee’s use or disclosure of information or the Employee’s engagement in any business. The Employee represents to the Company that the Employee’s execution of this Agreement, the Employee’s employment with the Company, and the performance of the Employee’s proposed duties for the Company will not violate any obligations the Employee may have to any such previous employer or other party. In the Employee’s work for the Company, the Employee will not disclose or make use of any information in violation of any agreements with or rights of any such previous employer or other party, and the Employee will not bring to the premises of the Company any copies or other tangible embodiments of non-public information belonging to or obtained from any such previous employment or other party.

(h) Non-Disparagement. The Employee agrees that the Employee will not, during the Employee’s employment with the Company or at any time thereafter, make any statements that are disparaging about or adverse to the business interests of the Company (including its officers, directors and employees) or which are intended to harm the reputation of the Company including, but not limited to, any statements that disparage any product, service, capability or any other aspect of the business of the Company, including via social media.

(i) Injunctive Relief/Attorneys’ Fees. The Employee understands and acknowledges that the Company’s Proprietary Information, Inventions, and goodwill are of a special, unique, unusual, character which gives them a peculiar value, the loss of which cannot be reasonably compensated in damages in an action at law. The Employee understands and acknowledges that, in addition to any and all other rights or remedies that the Company may possess, the Company shall be entitled to injunctive and other equitable relief, without posting a bond, if the Employee breaches any portion of this Agreement or in order to prevent a breach or threatened breach of this Agreement (and/or any provision thereof and in particular, the provisions contained in this Section 7 regarding, non-solicitation, confidentiality, and non disparagement) by the Employee. Further, to the extent permitted by law, in the event of any claim brought by a party hereto with respect to the breach of this Agreement, the legal fees and expense of the prevailing party shall be borne by the non-prevailing party.

8. Withholding. All payments made by the Company under this Agreement shall be net of any tax or other amounts required to be withheld by the Company under applicable law.

9. Integration. This Agreement, together with the Severance Agreement, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements between the parties with respect to such subject matter.

10. Assignment; Successors and Assigns, etc. Neither the Company nor the Employee may make any assignment of this Agreement or any interest herein, by operation of law or otherwise, without the prior written consent of the other party; provided, however, that the Company may assign its rights under this Agreement without the consent of the Employee in the event that either the Company or its Affiliates, if any, shall hereafter effect a reorganization, consolidate with or merge into any other corporation, partnership, organization or other entity, or transfer all or substantially all of its properties or assets to any other corporation, partnership, organization or other entity. This Agreement shall inure to the benefit of and be binding upon the Company and the Employee, their respective successors, executors, administrators, heirs and permitted assigns.

11. Enforceability. The provisions of this Agreement are severable. If any portion or provision of this Agreement shall to any extent be declared illegal or unenforceable by a court of competent jurisdiction, then the remainder of this Agreement, or the application of such portion or provisions in circumstances other than those as to which it is so declared illegal or unenforceable, shall not be affected thereby, and each portion and provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law. If any obligation of the Employee’s under Section 7 of this Agreement is held to be unenforceable because of the duration of such obligation or the geographic area covered, the court making such determination shall have the power to reduce the duration and/or geographic area of such provision, and in its modified form such provision shall be enforceable.

12. Forwarding of Agreement. The Employee hereby acknowledges and agrees that the Company may, in order to protect its interests, send a copy of this Agreement to any future employer of the Employee, and that the Employee shall have no claim against the Company in the event it does so.

13. Advice of Counsel/Construction. The Employee acknowledges that the Employee has been advised by the Company to review the terms of this Agreement with legal counsel of the Employee’s choice and that the Employee has been given a reasonable opportunity to seek such legal advice.

14. Employee Acknowledgement. The Employee acknowledges and agrees that the Employee’s responsibilities, duties, position, compensation, title and/or other terms and conditions of employment may change from time to time or the Employee may have a break in service or employment with the Company and, notwithstanding any change in any terms and conditions of employment or a break in service or employment, this Agreement shall remain in full force and effect.

15. Waiver. No waiver of any provision hereof shall be effective unless made in writing and signed by the waiving party. The failure of any party to require the performance of any term or obligation of this Agreement, or the waiver by any party of any breach of this Agreement, shall not prevent any subsequent enforcement of such term or obligation or be deemed a waiver of any subsequent breach.

16. Notices. Any notices, requests, demands and other communications provided for by this Agreement shall be sufficient if in writing and delivered in person or sent by registered or certified mail, postage prepaid, to the Employee at the last address the Employee has filed in writing with the Company or, in the case of the Company, at its main offices, attention of the Chief Executive Officer.

17. Amendment. This Agreement may be amended or modified only by a written instrument signed by the Employee and the Company’s Chief Executive Officer.

18. Affiliates. For purposes of this Agreement, “Affiliates” means all persons and entities directly or indirectly controlling, controlled by or under common control with the Company, where control may be by either management authority or equity interest.

19. Governing Law/Forum. The laws of Massachusetts shall govern the interpretation, validity and effect of this Agreement without regard to the place of performance thereof or principles of choice of law. The Employee agrees that any and all suits regarding this Agreement shall be brought solely and exclusively in Massachusetts and the Employee hereby consents to the jurisdiction of the state or federal courts of Massachusetts.

20. Section 409A. The provisions of this Agreement are intended not to result in the imposition of additional tax or interest under Section 409A of the Internal Revenue Code, and such provisions shall be interpreted and administered in accordance with such intent. Without limiting the foregoing, this Agreement shall not be amended or terminated in a manner so as to result in the imposition of such tax or interest, any reference to “termination of employment” or similar term shall mean an event that constitutes a “separation from service” or “involuntary separation from service” (as the case may be) within the meaning of Section 409A, any reimbursement of expenses shall occur no later than the end of the calendar year following the calendar year in which the expense is incurred (or such earlier date as applies under the Company’s business expense reimbursement policy) and reimbursements in one year shall not affect the amount of reimbursement available in any subsequent year. The foregoing notwithstanding, the Company shall not be liable to any person for the tax consequences of any failure to comply with the requirements of Section 409A.

21. Survival of Obligations. The provisions of Section 7 of this Agreement shall survive the expiration of this Agreement or the earlier termination of the Employee’s employment. Other provisions of this Agreement shall survive the expiration of this Agreement or the earlier termination of the Employee’s employment to the extent necessary to the intended preservation of each party’s respective rights and obligations.

22. Counterparts. This Agreement may be executed in one or more counterparts, none of which need contain the signature of more than one party hereto, and each of which shall be deemed to be an original, and all of which taken together shall constitute one and the same instrument. The facsimile or PDF signatures of the parties shall be deemed to constitute original signatures, and facsimile or PDF copies hereof shall be deemed to constitute duplicate originals.

23. Captions and Headings. Captions and paragraph headings used herein are for convenience and ready reference only and are not a part of this Agreement and shall not be used in the construction or interpretation thereof.

[Signature Page Follows]

IN WITNESS WHEREOF, this Employment Agreement is entered into to be effective as of the date defined herein.

Minim, Inc.		Dustin Tacker
By:	/s/ Sara Bishop	By:	/s/ Dustin Tacker
Name:	Sara Bishop
Title:	Head of Talent and Culture
Address:
848 Elm Street
Manchester, NH 03101

EX-10.3

Exhibit 10.3

SEVERANCE AGREEMENT

This Severance Agreement (the “Agreement”) is made as of the 15^th day of August, 2022, by and between Minim, Inc. (the “Company”) and Dustin Tacker (the “Employee”). The Company and the Employee both agree as follows:

1. Severance Eligibility.

a. If the Company terminates the Employee’s employment with the Company without Cause (as defined below) or the Employee resigns from employment with the Company for Good Reason (as defined below), the Company will present the Employee with a separation agreement prepared by the Company containing a general release of claims and other provisions for the benefit of the Company. If the Employee timely signs and returns the separation agreement, does not revoke it (if applicable), and complies with its terms, the Employee will, at the time provided in Section 7(b), receive the following severance benefits:

i.

The Company will continue to pay the Employee’s base salary in effect at the time of termination for six (6) months, which such payments will be made in installments corresponding to the Company’s regular payroll dates.

ii.

If the Employee is eligible for continued health insurance coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), and the Employee timely and properly elects COBRA coverage in accordance with the Company’s COBRA election procedures, the Company will pay an amount equal to the entire COBRA premiums for the first six (6) months of the Employee’s COBRA period or until such earlier date as the Employee enrolls in alternate health insurance coverage. The Employee agrees promptly to notify the Company if and when the Employee becomes eligible for alternate health insurance coverage during this six (6) month period the Company is paying the Employee’s COBRA premiums. If the Company’s health insurance plan(s) are self-insured at the time the Company makes such COBRA premium payments, the payments will be subject to applicable taxes, deductions, and withholdings.

b. If during the period starting three (3) months prior to a Change in Control (as defined below) and ending twelve (12) months after a Change in Control, the Company terminates the Employee’s employment with the Company without Cause or the Employee resigns from employment with the Company for Good Reason, the Company will present the Employee with a separation agreement prepared by the Company containing a general release of claims and other provisions for the benefit of the Company. If the Employee timely signs and returns the separation agreement, does not revoke it (if applicable), and complies with its terms, the Employee, will at the time provided in Section 7(b), receive the following severance benefits:

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i.	The Company will make a one-time lump sum payment to the Employee equal to twelve (12) months of the Employee’s base salary in effect at the time of termination.
ii.	If the Employee is eligible for continued health insurance coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), and the Employee timely and properly elects COBRA coverage in accordance with the Company’s COBRA election procedures, the Company will pay an amount equal to the entire COBRA premiums for the first twelve (12) months of the Employee’s COBRA period or until such earlier date as the Employee enrolls in alternate health insurance coverage. The Employee agrees promptly to notify the Company if and when the Employee becomes eligible for alternate health insurance coverage during this twelve (12) month period the Company is paying the Employee’s COBRA premiums. If the Company’s health insurance plan(s) are self-insured at the time the Company makes such COBRA premium payments, the payments will be subject to applicable taxes, deductions, and withholdings.
iii.	If the Employee is eligible for an annual bonus with a “target” amount, the Company will make a one-time lump sum payment to the Employee equal to the prorated (based on the portion of the bonus year the Employee is employed prior to termination) amount of the Employee’s target annual bonus for the year in which the termination occurs.
iv.	All of the Employee’s outstanding unvested Company equity granted prior to the Change in Control, which is subject only to time-based vesting, will be deemed fully vested (any unvested Company equity granted prior to the Change of Control that is subject (in whole or in part) to performance, metrics, and/or other non-time based conditions of vesting will remain subject to the terms and conditions of the applicable plan and grant documents). All vested equity will be subject to the terms and conditions of the applicable plan and grant documents.

c.	If the Company terminates the Employee’s employment without Cause or the Employee resigns from employment for Good Reason, but subsequent to such termination of employment, the Company determines it would have had Cause for the Employee’s termination, then the Employee forfeits any remaining unpaid severance payments, bonus payment, and/or COBRA payments.
d.	The Company’s Board of Directors (the “Board”) shall have the discretion to determine if the Employee’s employment is terminated by the Company without Cause or by the Employee for Good Reason, and the Board’s decisions and determinations shall be conclusive.

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e. In no event, shall the Employee be entitled to severance payments pursuant to both Sections 1(a) and 1(b) above.

2. Definitions. Solely for purposes of this Agreement, the following definitions will apply:

a. Cause. “Cause” shall be defined as follows:

i. dishonest or disparaging statements or acts of the Employee pertaining to the Company, which such statements or acts are not cured, if curable, within ten (10) days following written notice from the Company;

ii. commission by the Employee of any acts involving moral turpitude, deceit, relating to the Company, or fraud or commission by the Employee of a felony;

iii. the Employee’s refusal to perform the Employee’s duties and responsibilities hereunder and such refusal shall have continued for a period of ten (10) days following written notice from the Company, it being understood that the Company’s failure to achieve its business plan or projections shall not itself be considered a refusal to perform duties; provided that, any refusal by the Employee to perform its duties and responsibilities if such refusal is a result of requests that the Employee believes to be unethical or in violation of laws and regulations shall not constitute Cause so long as Employee promptly notifies the Company of such requests;

iv. material violation by the Employee of any Company policy, which causes, or reasonably could cause, material harm to the Company and which such violation is not cured, if curable, within ten (10) days following written notice from the Company;

v. gross negligence or willful misconduct of the Employee with respect to the Company or any subsidiary or affiliate thereof; or

vi. material breach of the Employee of any of the Employee’s obligations hereunder, which such breach is not cured, if curable, within ten (10) days following written notice from the Company.

b. Good Reason. “Good Reason” shall be defined as follows:

i.	A material diminution in the Employee’s base compensation;
ii.	A material diminution in the Employee’s authority, duties, or responsibilities;

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iii.	Any other action or inaction that constitutes a material breach by the Company of any material written contracts between the Company and the Employee; or
iv.	Any duties requested by the Company to be performed by the Employee that are considered unethical or not in compliance with laws and regulations.

For Good Reason to exist, the Employee must provide written notice to the Company of the existence of any of the foregoing conditions within thirty (30) days of the initial existence of the condition, and the Company shall upon such notice shall have a period of thirty (30) days during which it may remedy the condition (and upon such remedy Good Reason shall be deemed not to have existed); provided, that, any events or actions by the Company that are deemed unethical or in violation of laws and regulations and not curable following the Employee’s written objection to the Company shall still constitute “Good Reason” hereunder.

c. Change in Control. “Change in Control” shall be defined as follows:

i. A merger or consolidation in which:

A.

The Company is a constituent party or

B.

A subsidiary of the Company is a constituent party, and the Company issues shares of its capital stock pursuant to such merger or consolidation, except any such merger or consolidation involving the Company or a subsidiary in which the shares of capital stock of the Company outstanding immediately prior to such merger or consolidation continue to represent, or are converted into or exchanged for shares of capital stock that represent, immediately following such merger or consolidation, at least a majority, by voting power, of the capital stock of (1) the surviving or resulting corporation; or (2) if the surviving or resulting corporation is a wholly owned subsidiary of another corporation immediately following such merger or consolidation, the parent corporation of such surviving or resulting corporation; or

ii.

the sale, lease, transfer, exclusive license or other disposition, in a single transaction or series of related transactions, by the Company or any subsidiary of the Company all or substantially all the assets of the Company and its subsidiaries taken as a whole, or

iii.

the sale or disposition (whether by merger, consolidation or otherwise, and whether in a single transaction or a series of related transactions) of one or more subsidiaries of the Company if substantially all of the assets of the Company and its subsidiaries taken as a whole are held by such subsidiary or subsidiaries, except where such sale, lease, transfer, exclusive license or other disposition is to a wholly owned subsidiary of the Company.

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3. Taxes, Deductions, and Withholdings. All payments the Company may make to or on the Employee’s behalf pursuant to this Agreement will be subject to all applicable taxes, deductions, and withholdings.

4. No Contract for Employment. Nothing contained in this Agreement shall be construed as a contract of employment between the Company and the Employee, or as a right for the Employee to continue to be employed with the Company for any period of time, or as a limitation on the right of the Company to terminate the Employee’s employment at any time and for any reason.

5. No Assignment, Transfers, Etc. of Severance Payments; Successors. Severance payments pursuant to this Agreement cannot be anticipated, assigned, attached, garnished, alienated, transferred or made subject to any creditor’s process, whether voluntary, involuntarily or by operation of law, prior to actually being received by the Employee. Any attempt to do so shall be void. Severance payments will be paid from the Company’s general assets; the Company will not segregate assets or funds with respect to the severance payments. This Agreement shall inure to the benefit of and be binding upon the Company and the Employee, their respective successors, executors, administrators, heirs and permitted assigns.

6. Entire Agreement. This Agreement contains the entire agreement between the Company and the Employee respect to the Employee’s eligibility for severance benefits. It supersedes all prior or contemporaneous written or oral agreements, statements or undertakings. No amendment or modification of this Agreement shall be valid unless made by in writing by an authorized officer of the Company.

7. Section 409A.

(a) The provisions of this Agreement are intended not to result in the imposition of additional tax or interest under Section 409A of the Internal Revenue Code, and such provisions shall be interpreted and administered in accordance with such intent. Without limiting the foregoing, this Agreement shall not be amended or terminated in a manner so as to result in the imposition of such tax or interest, any reference to “termination of employment” or similar term shall mean an event that constitutes a “separation from service” or “involuntary separation from service” (as the case may be) within the meaning of Section 409A, each payment or installment shall be treated as a separate payment, and if at separation from service the Employee is considered a Specified Employee within the meaning of said Section 409A, then any payments hereunder that are nonqualified deferred compensation within the meaning of said Section 409A that are to be made upon separation from service shall not commence earlier than six (6) months after the date of such separation from service, and any such amounts that would otherwise be paid to the Employee within the first six months following the separation from service shall be accumulated and paid to the Employee in a lump sum six months and one day following the separation from service (or if the Employee dies during such six-month period, as soon as practical following the date of death). The foregoing notwithstanding, the Company shall not be liable to any person for the tax consequences of any failure to comply with the requirements of Section 409A.

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(b) Effect of Release. To the extent that separation payments or benefits pursuant to this Agreement are conditioned upon execution and delivery by Employee of a release of claims, Employee shall forfeit all rights to such payments and benefits unless such release is signed, delivered and any right to revoke has expired so as to make the release fully effective, within sixty (60) days following the date of Employee’s separation from service. If such release is so signed, delivered and effective, then such payments or benefits shall be made or commence upon the business day next following the date the release is so signed, delivered and effective; provided, however, that if such sixty (60) period would end in the calendar year following the date of Employee’s separation from service, then such payments or benefits shall be made or commence upon the later of the date the release is so signed, delivered and effective and the first business day of such following calendar year.

IN WITNESS WHEREOF, this Severance Agreement is entered into to be effective as of the date first written above.

MINIM, INC.	DUSTIN TACKER
/s/ Sara Bishop	/s/ Dustin Tacker
Name: Sara Bishop
Title: Head of Talent and Culture
Address:
848 Elm Street
Manchester, NH 03101

EX-10.4

Exhibit 10.4

August 15, 2022

VIA EMAIL

Gray Chynoweth

Dear Gray:

The purpose of this letter agreement (“Agreement”) by and between Minim, Inc. (the “Company”) and you (sometimes referred to as “Chynoweth”) is to set forth our mutual understanding and agreement with respect to your transition and ultimate separation from employment with the Company. In consideration of the mutual covenants set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which you acknowledge, we have agreed as follows:

1. Transition and Separation from Employment. Your separation from employment will occur on the earlier of September 8, 2022 or such other date that is mutually agreed between the Company and you (“Separation Date”). The period between the date of this Agreement and the Separation Date is referred as your “Transition Period.” On August 16, 2022, you will no longer hold the title of CEO or your position as a director but will remain employed through your Separation Date to assist with the transition. On your Separation Date, you will relinquish any and all positions that you have held with the Company.

2. Transition Period. During the Transition Period, your current terms and conditions of employment (such as your compensation, and benefits) will remain the same or substantially the same in the aggregate. During the Transition Period, you are required to assist and support with the orderly transition of your duties to Mehul Patel, as the new Chief Executive Officer. You will also be required to continue to comply with the Company’s policies and procedures. During the Transition Period, you will have no authority to represent the Company to third parties or to bind the Company to any contractual obligations, whether written, oral or implied, or represent that you have such authority, unless authorized to do so in writing by a director of the Company.

3. Pay and Benefits. You agree that you have received all compensation and benefits, including but not limited to any non-monetary benefits such as leave time, to which you are entitled in connection with your employment with the Company, except for what you shall receive under this Agreement. You further agree that the Company has satisfied in full any contractual obligations it may have to you, including pursuant to your Employment Agreement dated December 4, 2020 (the “Employment Agreement”) and your Severance Agreement dated March 3, 2022 (the “Severance Agreement”), except for what you shall receive under this Agreement. You agree to make no claims for further compensation from the Company of any type, including bonus payments, commission payments, other than your earned and unpaid vacation pay which will be paid to you on your Separation Date and except for all monies due under this Agreement. You acknowledge that, except to the extent provided in this Agreement, the Company is under no obligation to provide you with any other benefits (monetary or otherwise).

4. Health Insurance Continuation. At your option, you may continue to be covered under the Company’s group health insurance plan up to nine (9) months after your Separation Date, subject to the terms and conditions provided for in the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) provided you have timely and properly elected COBRA coverage in accordance with the Company’s COBRA election procedures, notice of which shall be sent to you under separate cover. Subject to the Company’s receipt of this Agreement timely signed by you, the expiration of the seven (7) day revocation period set forth below, and your compliance with the terms of this Agreement, the Company will pay the entire COBRA premiums for your health insurance continuation coverage until the earlier of (i) nine (9) months after your Separation Date, (ii) the date you find alternative full-time employment, or (iii) until such earlier time as you enroll in alternate health insurance coverage, provided you have timely and properly elected COBRA coverage in accordance with the Company’s COBRA election procedures, notice of which shall be sent to you under separate cover. You agree to notify the Company within three (3) business days if and when you become eligible for alternate medical coverage or if you become employed full-time during this nine (9) month period the Company is paying your COBRA premiums.

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5. Severance Package: If you timely sign, do not revoke, and comply with this Agreement, the Company will:

a) Continue to pay your current base salary (at the rate of $250,000 per year, less all applicable federal, state or local tax withholding, F.I.C.A., and any other applicable payroll deductions) for a period of six (6) months beginning on the Separation Date. Such payments shall be made in installments corresponding to the regular pay periods of the Company.

b) Pay you any earned prorated bonus through the Separation Date (assuming your current bonus target amount of $100,000 prorated through the Separation Date) and to the extent any amounts are owed pursuant to this Section 5(b), such amounts will be paid in one lump-sum payment within 30 days of the Separation Date.

c) Pay your current base salary (at the rate of $250,000 per year, less all applicable federal, state or local tax withholding, F.I.C.A., and any other applicable payroll deductions) for an additional three (3) month period following the six month period provided for in Section 5(a); provided, that any amounts payable pursuant to this Section 5(c) shall cease immediately on the date you find alternative full-time employment (including full-time employment with the US Navy). Any payments, to the extent made pursuant to this Section 5(c) shall be made in installments corresponding to the regular pay periods of the Company. You are obligated to notify the Company immediately but no later than two (2) business days if and when you become employed full-time (including full-time employment with the US Navy). Upon receipt of such notice by you, all payments pursuant to this Section 5(c) shall cease immediately. For the avoidance of doubt, if you obtain full-time employment prior to the expiration of the six (6) month period in Section 5(a), you will not be entitled to any payments under this Section 5(c). For the avoidance of doubt, any temporary or short-term work for the US Navy shall not disqualify you from continued severance payments under this Section 5(c).

d) As of the Separation Date, the Company will accelerate vesting of your unvested stock options and RSU’s by nine (9) months from the Separation Date. Other than the nine (9) months of acceleration provided, vesting of all remaining stock options and RSUs will cease on the Separation Date.

6. Equity. All of your stock options and RSUs with the Company are governed by the applicable Company equity plans and grant agreements. All vested equity will be subject to the terms and conditions of the applicable plan and grant documents. You further acknowledge and agree that you will not vest in or receive any additional stock options or RSUs, other than what is stated in this Agreement, or Company stock in connection with your employment (or the termination of that employment) with the Company. To the extent that this Agreement sets forth mutual releases, including, but not limited to, those set forth under Sections (“Pay and Benefits”), and Section 14 (“General Releases”), those releases do not limit your legal rights to protect, secure, vindicate, or in any other way enforce your legal rights with respect to your equity in the company.

7. Transfer of Responsibilities. You shall, through the Separation Date, cooperate fully and timely with the Company and its personnel with all of its reasonable requests, to provide an orderly transfer of your duties and responsibilities.

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8. Confidential Information. During your employment with the Company, you had access to trade secrets and confidential and proprietary business and technical information of the Company, including data and information which would not otherwise have been available to you except by reason of your employment or position with the Company, and including, but not limited to, customer files and records, plans, developments, product information, pricing lists and information, customer lists and other customer information, marketing plans, methods and other marketing information, research methods and data, personnel information, computer discs and files, maps, sketches and other confidential, proprietary or secret information, and to documents and information from third parties which the Company is required to maintain in confidence (collectively “Confidential Information”). You agree that you will not, without the Company’s prior written consent, directly or indirectly disclose to any person, not an employee of the Company, any Confidential Information obtained in the course of your employment with the Company, nor will you use any Confidential Information for your own benefit to the detriment or intended or probable detriment of the Company.

9. Intellectual Property. You agree you have disclosed promptly, completely, and in writing, and will in the future disclose promptly, completely and in writing to the Company any original works of authorship (including all copyrights with respect thereto), any discovery, process, design, improvement, innovation, development, improvement or invention, whether or not patentable and whether reduced to writing or practice or not, which you discovered, conceived and/or developed, in whole or in part, either individually or jointly with others (whether on or off the Company’s premises or during or after working hours) during the period you were employed with the Company, and which was or is directly or indirectly related to the business or proposed business of the Company, or which resulted or results from or was suggested by any work performed by any employee or agent of the Company during your period of employment or for one year thereafter (“Inventions”). You hereby assign, and agree to assign to the Company, without any separate or additional remuneration, your entire right, title and interest in all such Inventions, together with any and all United States and foreign rights thereto. You also agree that all Inventions and all works of authorship, literary works (including computer programs), audiovisual works, translations, compilations, and any other written materials, including but not limited to, copyrightable works (the “Works”) which were originated or produced by you (solely or jointly with others), in whole or in part, within the scope of, or in connection with, your employment will be considered “works made for hire” as defined by the U.S. Copyright Act (17 USC §101, as amended) and further acknowledge that you are an employee as defined under that Act. All such works made for hire are and will be the exclusive property of the Company, and you agree to treat any such works as Proprietary Information. In the event that any Works are not deemed to be “works made for hire,” you hereby assign all of your right, title, and interest in and to such Works, including but not limited to, the copyrights therein, to the Company. You also agree to cooperate with the Company to execute all instruments including patent and copyright applications and assignments therefor, and to do all other things reasonably necessary to fully vest, and perfect, in the Company the ownership rights contemplated herein. In the event the Company is unable, after reasonable effort, to secure your signature on any document or instrument necessary to secure trademarks, letters patent, copyrights or other analogous protection relating to any Works, whether because of your physical or mental capacity or for any other reason whatsoever, you hereby irrevocably designate and appoint the Company and its duly authorized officers and agents as your agent and attorney-in-fact, to act for and in his behalf and stead to execute and file any such application or applications and to do all other lawfully permitted acts.

10. Non-Disparagement. a.) By Chynoweth. Unless as required by law or valid subpoena, you further agree, that you will not, at any time after the date hereof, make any remarks or comments, orally, in writing, or via social media, which remarks or comments reasonably could be construed to be derogatory or disparaging to the Company or any of its shareholders, officers, directors, employees, attorneys or agents, or which reasonably could be anticipated to be damaging or injurious to the Company’s reputation or good will or to the reputation or good will of any person associated with the Company; b.) By Company. Unless as required by law or valid subpoena, the Company, including any of its officers, directors, employees, attorneys or agents will not, at any time after the date hereof, make any remarks or comments, orally, in writing, or via social media, which remarks or comments reasonably could be construed to be derogatory or disparaging to Chynoweth or which reasonably could be anticipated to be damaging or injurious to the Chynoweth’s reputation or good will.

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11. Return of Property. You acknowledge that you will return to the Company immediately after your Separation Date all property of the Company that is in your possession or under your control, including, without limitation, any and all files, documents and other information with respect to the Company’s management, business operations or customers, including all files, documents, or other information containing Confidential Information. If any Company property is on your personal electronics, you agree to delete the same and such action will satisfy this request. However, you are allowed to retain possession and ownership of your laptop upon removal of all Company files by Company personnel.

12. Non-Solicitation: During the Transition Period and for six (6) months thereafter, you shall not, directly or indirectly, as an individual proprietor, partner, stockholder, officer, employee, director, joint venturer, investor, lender, consultant, independent contractor, or in any other capacity whatsoever: (i) recruit, solicit, or hire any employee, consultant, agent, director or officer of the Company or contact, recruit, solicit or induce, or attempt to contact, recruit, solicit or induce, any employee, consultant, agent, director or officer of the Company to terminate his/her employment with, or otherwise adversely change, reduce, or cease any relationship with, the Company; (ii) solicit, encourage, or induce, or cause to be solicited, encouraged or induced, any franchisee, partner, joint venture, supplier, vendor or contractor who conducted business with the Company at any time during the two year period preceding the termination of your employment with the Company, to terminate or adversely modify any business relationship with the Company or not to proceed with, or enter into, any business relationship with the Company, or (iii) contact, solicit, divert, take away, or attempt to contact, solicit, divert or take away, any clients, customers or accounts, or prospective clients, customers or accounts, of the Company, or any of the Company’s business with such clients, customers or accounts, except as agreed upon in writing signed by a duly authorized officer of the Company. If any restriction set forth in this paragraph is found by any court to be unenforceable because it is overbroad in any manner, such restriction shall be interpreted to extend only over the maximum period of time, range of activities, or geographic area which the court finds to be enforceable. You acknowledge that the restrictions contained in this paragraph are necessary for the protection of the business and goodwill of the Company and are considered by you to be reasonable for such purpose. You acknowledge that the restrictions contained in this paragraph extend to and expressly prohibit conduct via social media that would violate this paragraph. You further acknowledge that the restrictions set forth in this paragraph do not prevent you from earning a livelihood nor unreasonably impose limitations on your ability to earn a living. As used in this agreement the term “client,” “customer,” or “accounts” shall include: (i) any person or entity that is a client, customer or account of the Company on the date hereof or becomes a client, customer or account of the Company during the covered period; (ii) any person or entity that was a client, customer or account of the Company at any time during the two-year period preceding the date of your termination; and (iii) any prospective client, customer or account to whom the Company has made a presentation (or similar offering of services) within a period of 180 days preceding the date of the termination of your employment.

13. Cooperation in Litigation. At the Company’s reasonable request, you agree to assist, consult with, and cooperate with the Company in any litigation or administrative procedure or inquiry that involves the Company, subject to reimbursement for your reasonable out of pocket expenses, such as travel, meals, or lodging and including reasonable and documented attorney’s fees to the extent an attorney is necessary to represent your interests in connection with such requested cooperation.

14. Breach of Agreement. Each party understands and agrees that any material breach of its respective obligations under this Agreement will render this Agreement null and void and all payments pursuant to this Agreement shall cease upon a material breach by Chynoweth. For purposes hereof, a material breach means the failure to observe or perform any of the obligations required to be observed or performed by either party hereunder where such failure shall remain uncured for thirty (30) days after written advanced notice thereof by the non-breaching party.

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15. General Release of Company. You, for yourself and your heirs, legal representatives, beneficiaries, assigns and successors in interest, hereby knowingly and voluntarily release the Company, its affiliates, and its and their successors, assigns, former or current shareholders, officers, directors, employees, agents, insurers, attorneys and representatives (“Company Released Parties”) from any and all causes of action, in law or equity, you now have, may have or ever had, whether known or unknown, from the beginning of the world to this date, including, without limitation, any claims under the Age Discrimination in Employment Act, 29 U.S.C. §621 et seq.; claims for breach of contract or based on tort; claims for employment discrimination and wrongful termination; statutory wage and hour claims under New Hampshire law, including but not limited to, claims for violation of the New Hampshire employment laws, and any other statutory, regulatory or common law causes of action (“the Released Claims”). You understand that you are releasing claims pursuant to New Hampshire law including, but not limited to, claims for untimely, underpayment, or non-payment of wages, discrimination and/or retaliation for seeking to enforce your wage and hour rights, misclassification as an independent contractor, improper withholdings or deductions, tip or service charge related claims, and claims pursuant to New Hampshire law relating to minimum wage, discrimination and/or retaliation for seeking to enforce your rights under New Hampshire law, and/or overtime pay. You hereby acknowledge and understand that this is a General Release, and that this means you are giving up your right to sue the Company Released Parties for any and all claims, including but not limited to the specific claims mentioned in this paragraph. Notwithstanding the following, under no circumstances are you releasing any rights or claims to vested 401K benefits, any rights or claims you may have to indemnification and defense, including, but not limited to, any rights you may have under the Company D&O insurance and the Company’s D&O Side ADIC insurance, and your rights to vested equity. Nothing in this General Release and Waiver of Claims is intended to bar future claims by Chynoweth against the Company arising under this Agreement or any claims that, as a matter of law, whether by statute or otherwise, may not be waived, such as claims for workers’ compensation benefits or unemployment insurance benefits and any rights to vested benefits, including stock and equity interests, and pension or retirement benefits, the rights to which are governed by the terms of the applicable Company plan documents and award agreements.

16. General Release by Company. The Company hereby knowingly and voluntarily releases Chynoweth from any and all causes of action, in law or equity, the Company now has, may have or ever had, whether known or unknown, from the beginning of the world to this date, and specifically agrees to not pursue any claims against Chynoweth for any of his actions known to the Company that were: i) taken by him during his employment with the Company; ii) within the normal course of his job duties; and iii) within the scope of his business authority as authorized by the Company and its Board of Directors and provided that such business authority was exercised in accordance with the policies and practices of the Company.

17. Participation in Agency Proceeding. You understand that nothing contained in this Agreement limits your ability to file a charge or complaint with the Equal Employment Opportunity Commission, the National Labor Relations Board, the Occupational Safety and Health Administration, the Securities and Exchange Commission or any other federal, state or local governmental agency or commission (each a “Government Agency”). You further understand that this Agreement does not limit your ability to communicate with any Government Agency or otherwise participate in any investigation or proceeding that may be conducted by any Government Agency, including providing documents or other information, without notice to the Company. However, you understand and agree that that although you may engage in such activities, you will not be entitled to receive any award or damages, to the extent consistent with applicable law.

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18. Acknowledgment. By signing this Agreement, you acknowledge and agree that you understand the meaning of this Agreement and that you freely and voluntarily enter into it and the General Release contained herein. You agree that no fact, evidence, event, or transaction, whether known or unknown, shall affect in any manner the final and unconditional nature of the agreements and release set forth herein.

19. Miscellaneous. This Agreement shall be construed in accordance with the laws of the State of New Hampshire without regard to choice or conflict of law principles. In the event that any provision contained in this Agreement is declared invalid, illegal or unenforceable for any reason by any court of competent jurisdiction, and cannot be modified to be enforceable, excluding the general release language, such provision shall immediately become null and void, leaving the remainder of this Agreement in full force and effect. However, if any portion of the general release language is ruled to be unenforceable for any reason, this entire Agreement shall be deemed null and void. To avoid any possible misunderstanding, the Company and you intend this Agreement to be a comprehensive statement of the terms of your separation and supersede: (i) all prior understandings or statements made to you by the Company regarding your arrangements with the Company after your Separation Date; and (ii) all agreements you previously executed with the Company, including your Employment Agreement and Severance Agreement. It does not, however, supersede your equity agreements with the Company. Any modifications or waiver of the terms set forth in this Agreement must be in writing and signed by you and by me on behalf of the Company. This Agreement is binding on the company’s successors and assigns.

Please indicate your agreement to the terms of this Agreement by signing and dating the last page of the enclosed copy of this Agreement, and return it to me at your earliest convenience.

Sincerely,

/s/ Sara Bishop

Sara Bishop

Head of Talent and Culture

By signing this Agreement, I acknowledge and agree that I understand the meaning of this Agreement and that I freely and voluntarily enter into it and the General Release contained herein. I agree that no fact, evidence, event, or transaction, whether known or unknown, shall affect in any manner the final and unconditional nature of the agreements and releases set forth herein.

AGREED TO AND EXECUTED UNDER SEAL THIS 15^th day of August, 2022.

/s/ Gray Chynoweth

Gray Chynoweth

EX-10.5

Exhibit 10.5

August 15, 2022

VIA EMAIL

John Lauten

Dear John:

The purpose of this letter agreement (“Agreement”) is to set forth our mutual understanding and agreement with respect to your separation from employment with Minim, Inc. (the “Company”). In consideration of the mutual covenants set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which you acknowledge, we have agreed as follows:

1.	Separation from Employment. Your separation from employment will occur immediately (“Separation Date”). On your Separation Date, you will relinquish any and all positions that you have held with the Company, and you will not be considered a Company employee for any purpose after that date.
2.	Pay and Benefits. You agree that you have received all compensation and benefits, including but not limited to any non-monetary benefits such as leave time, to which you are entitled in connection with your employment with the Company, except for what you shall receive under this Agreement. You further agree that the Company has satisfied in full any contractual obligations it may have to you, including pursuant to your Employment Agreement dated December 4, 2020 (the “Employment Agreement”) and your Severance Agreement dated October 21, 2021 (the “Severance Agreement”). You agree to make no claims for further compensation from the Company of any type, including bonus payments, commission payments, other than your earned and unpaid vacation pay which will be paid to you on your Separation Date. You acknowledge that, except to the extent provided in this Agreement, the Company is under no obligation to provide you with any other benefits (monetary or otherwise).
3.	Health Insurance Continuation. At your option, you may continue to be covered under the Company’s group health insurance plan up to six (6) months after your Separation Date or until such earlier date as you enroll in alternate health insurance coverage, subject to the terms and conditions provided for in the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) provided you have timely and properly elected COBRA coverage in accordance with the Company’s COBRA election procedures, notice of which shall be sent to you under separate cover. Subject to the Company’s receipt of this Agreement timely signed by you, the expiration of the seven (7) day revocation period set forth below, and your compliance with the terms of this Agreement, the Company will pay the entire COBRA premiums for your health insurance continuation coverage for a period of six (6) months, or until such earlier time as you enroll in alternate health insurance coverage, provided you have timely and properly elected COBRA coverage in accordance with the Company’s COBRA election procedures, notice of which shall be sent to you under separate cover. You agree to notify the Company within three (3) business days if and when you become eligible for alternate medical coverage during the six (6) month period the Company is paying your COBRA premiums.
4.	Severance Package: If you timely sign, do not revoke, and comply with this Agreement, the Company will:

a)	Pay your current base salary (at the rate of $218,000 per year, less all applicable federal, state or local tax withholding, F.I.C.A., and any other applicable payroll deductions) for a period of six (6) months. Such payments shall be made in installments corresponding to the regular pay periods of the Company.
b)	Pay your COBRA premiums in accordance with Section 3 herein.

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5.	Equity. Vesting of all remaining stock options and RSUs will cease on the Separation Date All of your stock options and RSUs with the Company are governed by the applicable Company equity plans and grant agreements. You further acknowledge and agree that you will not vest in or receive any additional stock options, RSUs, or Company stock in connection with your employment (or the termination of that employment) with the Company.
6.	Confidential Information. During your employment with the Company, you had access to trade secrets and confidential and proprietary business and technical information of the Company, including data and information which would not otherwise have been available to you except by reason of your employment or position with the Company, and including, but not limited to, customer files and records, plans, developments, product information, pricing lists and information, customer lists and other customer information, marketing plans, methods and other marketing information, research methods and data, personnel information, computer discs and files, maps, sketches and other confidential, proprietary or secret information, and to documents and information from third parties which the Company is required to maintain in confidence (collectively “Confidential Information”). You agree that you will not, without the Company’s prior written consent, directly or indirectly disclose to any person, not an employee of the Company, any Confidential Information obtained in the course of your employment with the Company, nor will you use any Confidential Information for your own benefit to the detriment or intended or probable detriment of the Company.
7.	Intellectual Property. You agree you have disclosed promptly, completely, and in writing, and will in the future disclose promptly, completely and in writing to the Company any original works of authorship (including all copyrights with respect thereto), any discovery, process, design, improvement, innovation, development, improvement or invention, whether or not patentable and whether reduced to writing or practice or not, which you discovered, conceived and/or developed, in whole or in part, either individually or jointly with others (whether on or off the Company’s premises or during or after working hours) during the period you were employed with the Company, and which was or is directly or indirectly related to the business or proposed business of the Company, or which resulted or results from or was suggested by any work performed by any employee or agent of the Company during your period of employment or for one year thereafter (“Inventions”). You hereby assign, and agree to assign to the Company, without any separate or additional remuneration, your entire right, title and interest in all such Inventions, together with any and all United States and foreign rights thereto. You also agree that all Inventions and all works of authorship, literary works (including computer programs), audiovisual works, translations, compilations, and any other written materials, including but not limited to, copyrightable works (the “Works”) which were originated or produced by you (solely or jointly with others), in whole or in part, within the scope of, or in connection with, your employment will be considered “works made for hire” as defined by the U.S. Copyright Act (17 USC §101, as amended) and further acknowledge that you are an employee as defined under that Act. All such works made for hire are and will be the exclusive property of the Company, and you agree to treat any such works as Proprietary Information. In the event that any Works are not deemed to be “works made for hire,” you hereby assign all of your right, title, and interest in and to such Works, including but not limited to, the copyrights therein, to the Company. You also agree to cooperate with the Company to execute all instruments including patent and copyright applications and assignments therefor, and to do all other things reasonably necessary to fully vest, and perfect, in the Company the ownership rights contemplated herein. In the event the Company is unable, after reasonable effort, to secure your signature on any document or instrument necessary to secure trademarks, letters patent, copyrights or other analogous protection relating to any Works, whether because of your physical or mental capacity or for any other reason whatsoever, you hereby irrevocably designate and appoint the Company and its duly authorized officers and agents as your agent and attorney-in-fact, to act for and in his behalf and stead to execute and file any such application or applications and to do all other lawfully permitted acts.

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8.	Non-Disparagement. Unless as required by law or valid subpoena, you further agree, that you will not, at any time after the date hereof, make any remarks or comments, orally, in writing, or via social media, which remarks or comments reasonably could be construed to be derogatory or disparaging to the Company or any of its shareholders, officers, directors, employees, attorneys or agents, or which reasonably could be anticipated to be damaging or injurious to the Company’s reputation or good will or to the reputation or good will of any person associated with the Company.
9.	Return of Property. You acknowledge that you will return to the Company immediately on your Separation Date all property of the Company that is in your possession or under your control, including, without limitation, any and all files, documents and other information with respect to the Company’s management, business operations or customers, including all files, documents, or other information containing Confidential Information. If any Company property is on your personal electronics, you agree to delete the same and such action will satisfy this request.
10.	Non-Solicitation. For a period of twelve (12) months following your Separation Date, you shall not, directly or indirectly, as an individual proprietor, partner, stockholder, officer, employee, director, joint venturer, investor, lender, consultant, independent contractor, or in any other capacity whatsoever: (i) recruit, solicit, or hire any employee, consultant, agent, director or officer of the Company or contact, recruit, solicit or induce, or attempt to contact, recruit, solicit or induce, any employee, consultant, agent, director or officer of the Company to terminate his/her employment with, or otherwise adversely change, reduce, or cease any relationship with, the Company; (ii) solicit, encourage, or induce, or cause to be solicited, encouraged or induced, any franchisee, partner, joint venture, supplier, vendor or contractor who conducted business with the Company at any time during the two year period preceding the termination of your employment with the Company, to terminate or adversely modify any business relationship with the Company or not to proceed with, or enter into, any business relationship with the Company, or (iii) contact, solicit, divert, take away, or attempt to contact, solicit, divert or take away, any clients, customers or accounts, or prospective clients, customers or accounts, of the Company, or any of the Company’s business with such clients, customers or accounts, except as agreed upon in writing signed by a duly authorized officer of the Company. If any restriction set forth in this paragraph is found by any court to be unenforceable because it is overbroad in any manner, such restriction shall be interpreted to extend only over the maximum period of time, range of activities, or geographic area which the court finds to be enforceable. You acknowledge that the restrictions contained in this paragraph are necessary for the protection of the business and goodwill of the Company and are considered by you to be reasonable for such purpose. You acknowledge that the restrictions contained in this paragraph extend to and expressly prohibit conduct via social media that would violate this paragraph. You further acknowledge that the restrictions set forth in this paragraph do not prevent you from earning a livelihood nor unreasonably impose limitations on your ability to earn a living. As used in this agreement the term “client,” “customer,” or “accounts” shall include: (i) any person or entity that is a client, customer or account of the Company on the date hereof or becomes a client, customer or account of the Company during the covered period; (ii) any person or entity that was a client, customer or account of the Company at any time during the two-year period preceding the date of your termination; and (iii) any prospective client, customer or account to whom the Company has made a presentation (or similar offering of services) within a period of 180 days preceding the date of the termination of your employment.
11.	Non-Competition. Because of Company’s business interest as described in this Agreement and the good and valuable consideration offered to the Employee, the sufficiency of which is acknowledged, from the Separation Date and for a period of twelve (12) months thereafter, to run consecutively, you agree and covenant not to engage in Prohibited Activity. “Prohibited Activity” is activity in which the Employee contributes the Employee’s knowledge, directly or indirectly, in whole or in part, as an employee, employer, owner, operator, manager, adviser, consultant, contractor, agent, partner, director, stockholder, officer, volunteer, intern or any other similar capacity to an entity engaged in the same or similar business as the Company, including any suppliers or vendors of the Company.

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12.	Cooperation in Litigation. At the Company’s reasonable request, you agree to assist, consult with, and cooperate with the Company in any litigation or administrative procedure or inquiry that involves the Company, subject to reimbursement for your reasonable out of pocket expenses, such as travel, meals, or lodging.
13.	Breach of Agreement. You understand and agree that any material breach of your obligations under this Agreement will immediately render the Company’s obligations and agreements hereunder null and void, all payments pursuant to this Agreement shall immediately cease, you shall repay to the Company all sums you have been paid or sums paid on your behalf pursuant to this Agreement, and you shall indemnify the Company Released Parties (as defined below) for the full and complete costs of enforcing this Agreement, including reasonable attorneys’ fees, court costs, and other related expenses.
14.	General Release of Company. You, for yourself and your heirs, legal representatives, beneficiaries, assigns and successors in interest, hereby knowingly and voluntarily release the Company, its affiliates, and its and their successors, assigns, former or current shareholders, officers, directors, employees, agents, insurers, attorneys and representatives (“Company Released Parties”) from any and all causes of action, in law or equity, you now have, may have or ever had, whether known or unknown, from the beginning of the world to this date, including, without limitation, any claims under the Age Discrimination in Employment Act, 29 U.S.C. §621 et seq.; claims for breach of contract or based on tort; claims for employment discrimination and wrongful termination; statutory wage and hour claims under Massachusetts law, including but not limited to, claims for violation of the Massachusetts Wage Act, and any other statutory, regulatory or common law causes of action (“the Released Claims”). You understand that you are releasing claims pursuant to M.G.L., Chapter 149 including, but not limited to, claims for untimely, underpayment, or non-payment of wages, discrimination and/or retaliation for seeking to enforce your wage and hour rights, misclassification as an independent contractor, improper withholdings or deductions, tip or service charge related claims, and claims pursuant to M.G.L., Chapter 151 relating to minimum wage, discrimination and/or retaliation for seeking to enforce your rights under Chapter 151, and/or overtime pay. You hereby acknowledge and understand that this is a General Release, and that this means you are giving up your right to sue the Company Released Parties for any and all claims, including but not limited to the specific claims mentioned in this paragraph. Notwithstanding the following, under no circumstances are you releasing any rights or claims to vested 401K benefits, any rights or claims you may have to indemnification and defense, including, but not limited to, any rights you may have under the Company D&O insurance and the Company’s D&O Side A DIC insurance, and your rights to vested equity.
15.	Participation in Agency Proceeding. You understand that nothing contained in this Agreement limits your ability to file a charge or complaint with the Equal Employment Opportunity Commission, the National Labor Relations Board, the Occupational Safety and Health Administration, the Securities and Exchange Commission or any other federal, state or local governmental agency or commission (each a “Government Agency”). You further understand that this Agreement does not limit your ability to communicate with any Government Agency or otherwise participate in any investigation or proceeding that may be conducted by any Government Agency, including providing documents or other information, without notice to the Company. However, you understand and agree that that although you may engage in such activities, you will not be entitled to receive any award or damages, to the extent consistent with applicable law.
16.	Acknowledgment. By signing this Agreement, you acknowledge and agree that you understand the meaning of this Agreement and that you freely and voluntarily enter into it and the General Release contained herein. You agree that no fact, evidence, event, or transaction, whether known or unknown, shall affect in any manner the final and unconditional nature of the agreements and release set forth herein.

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17. Miscellaneous. This Agreement shall be construed in accordance with the laws of the Commonwealth of Massachusetts without regard to choice or conflict of law principles. In the event that any provision contained in this Agreement is declared invalid, illegal or unenforceable for any reason by any court of competent jurisdiction, and cannot be modified to be enforceable, excluding the general release language, such provision shall immediately become null and void, leaving the remainder of this Agreement in full force and effect. However, if any portion of the general release language is ruled to be unenforceable for any reason, this entire Agreement shall be deemed null and void. To avoid any possible misunderstanding, the Company and you intend this Agreement to be a comprehensive statement of the terms of your separation and supersede: (i) all prior understandings or statements made to you by the Company regarding your arrangements with the Company after your Separation Date; and (ii) all agreements you previously executed with the Company, including your Employment Agreement and Severance Agreement. It does not, however, supersede your equity agreements with the Company. Any modifications or waiver of the terms set forth in this Agreement must be in writing and signed by you and by me on behalf of the Company. This Agreement is binding on the company’s successors and assigns.

Please indicate your agreement to the terms of this Agreement by signing and dating the last page of the enclosed copy of this Agreement, and return it to me at your earliest convenience.

Sincerely,

/s/ Sara Bishop

Sara Bishop

Head of Talent and Culture

By signing this Agreement, I acknowledge and agree that I understand the meaning of this Agreement and that I freely and voluntarily enter into it and the General Release contained herein. I agree that no fact, evidence, event, or transaction, whether known or unknown, shall affect in any manner the final and unconditional nature of the agreements and releases set forth herein.

AGREED TO AND EXECUTED UNDER SEAL THIS 15^th day of August, 2022.

/s/ John Lauten

John Lauten

EX-99.1

Exhibit 99.1

Minim Announces Executive Leadership Transition

MANCHESTER, NH — Minim, Inc. (NASDAQ: MINM), the creator of intelligent networking products under the Motorola brand, announces changes to the Company’s senior leadership. Mehul Patel, CFO, has been named Chief Executive Officer, replacing Gray Chynoweth, who will be transitioning from his role as Chief Executive Officer and director to further pursue his career as a member of the United States Navy Reserve. Mr. Patel will also join the Board of Directors. Mr. Chynoweth’s resignation is not the result of any dispute or disagreement with the company, and he is committed to an orderly transition of his duties. Jeremy Hitchcock, Chairman of Minim commented, “I’d like to thank Gray for his years of service and many contributions to Minim including our leading market positions, new products, and resulting top line growth. His focus on recruiting strong and capable leaders, including Mehul, will ensure the company’s continued success. I’d also like to personally thank Gray for his service and commitment to the U.S. Navy.”

Chynoweth said, “I’d like to thank the Board and employees at Minim for their guidance and collaboration during my tenure, and especially for their support as I more actively pursue my path ahead in the Navy.”

Hitchcock continued, “Since joining Minim earlier this year, Mehul has proven to be an exceptional leader who has hit the ground running. His financial and industry expertise has been a huge asset for the company. We look forward to Mehul accelerating our momentum moving ahead.”

“Having had the chance to work inside Minim for the past five months now, I see a tremendous opportunity in front of us, for our software-led innovative products,” said Patel. “A laser focus on execution, prudent management of costs, careful attention to supply chain reliability and inventory control, will all be important to our success. I’m honored to have the opportunity to lead an amazing team and to create long-term value for our stockholders.”

Prior to joining Minim, Patel served as Vice President, Supply Chain Finance & Transformation, for Verifone, a FinTech company that provides payment and commerce solutions to global retail brands, major financial institutions and over 600,000 merchants. At Verifone, he has led an international team and four major contract manufacturer factories to achieve material supply chain cost control during the pandemic.

Before joining Verifone, Patel held the position of Finance Director for the Telecom Consumer Premise Equipment (CPE) business unit at Motorola, where he was responsible for P&L and financial operations for over a billion dollars in revenue worldwide. During his 18 years at Motorola, he was a part of six acquisitions and saw the company’s name change from Motorola Home to Motorola Mobility, a Google Company, to ARRIS and in 2019 to CommScope. Patel earned a Bachelor of Science (BS) degree in accounting with a concentration in management information systems (MIS) from The Pennsylvania State University. He and his wife and two boys live in the Philadelphia area.

Executive Changes

The Company further announced that it has named Dustin Tacker as Chief Financial Officer.

Mehul Patel, CEO of Minim commented, “Dustin has extensive experience at the CFO level, and was previously our interim Chief Accounting Officer. I’d like to welcome him into his new role as Chief Financial Officer. I have seen firsthand and am confident that his financial acumen, abilities and knowledge of Minim will be invaluable to the company.”

“It’s been a privilege working alongside the very talented and dedicated Minim team,” said Tacker. “As CFO, I look forward to continuing our ongoing efforts to further strengthen our financial organization and deliver value for Minim and our shareholders.”

Mr. Tacker has previously held the role of interim Chief Accounting Officer at Minim, and joined the company in 2020. He has more than twenty years of experience in finance and accounting, including time at Access Information Systems, SmartBear Software, General Electric Company, and PwC.

The Company also announced, John Lauten, has left his role as Chief Operating Officer. His duties will now be undertaken by the C-suite, and the company will be hiring a V.P. of Operations. In the interim, Mr. Lauten will serve as an advisor to the company.

About Minim

Minim, Inc., (NASDAQ: MINM) was born in 1977 as a networking company and now delivers intelligent software to protect and improve the WiFi connections we depend on to work, learn, and live. Minim’s cloud platform powers intuitive apps and a variety of routers, helping customers take control of their connected experience and privacy. Headquartered in Manchester, N.H., Minim holds the exclusive global license to design and manufacture consumer networking products under the Motorola brand. To learn more, visit https://www.minim.com.

MOTOROLA and the Stylized M Logo are trademarks or registered trademarks of Motorola Trademark Holdings, LLC and are used under license.

Media Contact:

Scott Harvin at (843)693-0298 or scotth@minim.com

Investor Relations Contact:

James Carbonara, Hayden IR at (646) 755-7412 or james@haydenir.com

About Motorola Strategic Brand Partnerships

For over 90 years the Motorola brand has been known around the world for high quality, innovative and trusted products. Motorola’s Strategic Brand Partnership program seeks to leverage the power of this iconic brand by teaming with dynamic companies who offer unique, high-quality products that enrich consumers’ lives. Strategic brand partners work closely with Motorola engineers while developing and manufacturing their products, ensuring that their products meet the exacting safety, quality, and reliability standards that consumers have come to expect from Motorola. To learn more about Motorola strategic brand partnerships, follow us @ShopMotorola.

Forward-Looking Statements

This press release contains “forward-looking statements”, within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. Such forward-looking statements relate to Minim’s plans, expectations, and intentions. Actual results may be materially different from expectations as a result of known and unknown risks, including: risks associated with Minim’s potential inability to realize intended benefits of the acquisition by merger of Zoom Connectivity, Inc.; the potential increase in tariffs on the company’s imports; potential supply interruptions from manufacturing the company’s products in Vietnam; risks relating to global semiconductor shortages; potential changes in NAFTA; the potential need for additional funding which Minim may be unable to obtain; declining demand for certain of Minim’s products; delays, unanticipated costs, interruptions or other uncertainties associated with Minim’s production and shipping; Minim’s reliance on several key outsourcing partners; uncertainty of key customers’ plans and orders; risks relating to product certifications; Minim’s dependence on key employees; uncertainty of new product development, including certification and overall project delays, budget overruns; the risk that newly introduced products may contain undetected errors or defects or otherwise not perform as anticipated; costs and senior management distractions due to patent related matters; risks from a material weakness in our internal control over financial reporting; the impact of the COVID-19 pandemic; and other risks set forth in Minim’s filings with the Securities and Exchange Commission. Minim cautions readers not to place undue reliance upon any such forward-looking statements, which speak only as of the date made. Minim expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any such statements to reflect any change in Minim’s expectations or any change in events, conditions or circumstance on which any such statement is based.

XML

Cover	Aug. 16, 2022
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Aug. 16, 2022
Entity File Number	001-37649
Entity Registrant Name	MINIM, INC.
Entity Central Index Key	0001467761
Entity Tax Identification Number	04-2621506
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	848 Elm Street
Entity Address, City or Town	Manchester
Entity Address, State or Province	NH
Entity Address, Postal Zip Code	03101
City Area Code	(833)
Local Phone Number	966-4646
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, $0.01 par value per share
Trading Symbol	MINM
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false