Minim(MINM) - 2025 Q4 - Annual Results

Securities Purchase Agreement - The Company is entering into a Securities Purchase Agreement to sell shares of Common Stock to Purchasers[2]. - The Closing Date for the transaction is set to occur no later than 30 calendar days after the date of the Agreement[39]. - Each Purchaser is required to pay the Subscription Amount via wire transfer prior to the Closing[39]. - The Company will deliver shares registered in the name of each Purchaser upon receipt of the Subscription Amount[39]. - The Purchasers must deliver the executed Registration Rights Agreement and Subscription Amount to the Company prior to Closing[41]. - The Agreement may be terminated by any Purchaser if the Closing is not consummated within 45 calendar days[107]. - Notices under the Agreement must be in writing and are deemed effective upon transmission or receipt[111]. - The Agreement is governed by the laws of the State of New York, with exclusive jurisdiction in New York courts[115]. - The Agreement contains the entire understanding of the parties and supersedes all prior agreements[109]. - The Company may not assign the Agreement without prior written consent from each Purchaser[114]. - The Agreement includes a waiver of jury trial for any disputes arising from it[125]. Company Representations and Warranties - The Company must ensure that all representations and warranties are accurate in all material respects as of the Closing Date[42]. - No Material Adverse Effect should occur with respect to the Company from the date of the Agreement to the Closing Date[44]. - The Company and its Subsidiaries are in good standing and duly qualified to conduct business in their respective jurisdictions[47]. - The Company owns all capital stock of its Subsidiaries free and clear of any Liens[46]. - The Company has the requisite corporate power and authority to enter into and consummate the transactions contemplated by the Agreement, with no further action required by the Board of Directors or stockholders[48]. - The capitalization of the Company is as set forth in the SEC Reports, with no new capital stock issued since the last filing, except for employee stock options[53]. - Since the date of the latest audited financial statements, there have been no events that would reasonably be expected to result in a Material Adverse Effect[55]. - The Company and its Subsidiaries are in compliance with all applicable environmental laws and have received all necessary permits to conduct their businesses[60]. - The Company possesses all necessary regulatory permits to conduct its business, and there have been no notices of revocation or modification of any Material Permit[61]. - The Company has good and marketable title to all personal property material to its business, free and clear of all Liens, except for certain specified exceptions[62]. - The Company has all necessary intellectual property rights, and there are no known claims of infringement that would have a material adverse effect[63]. - The Company has no outstanding debts exceeding $250,000, except for trade accounts payable incurred in the ordinary course of business[74]. - The Company has filed all required tax returns and paid all material taxes due, with no claims of unpaid taxes from any jurisdiction[75]. - The Company confirms that none of its Issuer Covered Persons are subject to any "Bad Actor" disqualifications under Rule 506(d) of the Securities Act[83]. - The Company will notify Purchasers in writing of any Disqualification Event prior to the Closing Date[84]. Compliance and Internal Controls - The Company has filed all required SEC Reports on a timely basis, and the financial statements comply with applicable accounting requirements and fairly present the financial position of the Company[54]. - The Company maintains a system of internal accounting controls that provide reasonable assurance regarding the accuracy of financial reporting[67]. - The Company is in compliance with the Sarbanes-Oxley Act of 2002 and has established adequate disclosure controls and procedures[67]. - The Company has not experienced any security breaches related to its IT systems and data, and is in compliance with applicable privacy and security laws[82]. - The Company has taken reasonable security measures to protect its intellectual property rights, which are deemed enforceable[63]. Transaction Terms and Conditions - The Company will provide a Registration Rights Agreement to the Purchasers at the Closing[40]. - The Company agrees to maintain the listing of its Common Stock on the Trading Market where it is currently listed[102]. - The Company will indemnify Purchasers against any losses or liabilities resulting from breaches of representations or warranties made by the Company[101]. - The Company will issue a press release disclosing the material terms of the transactions contemplated[99]. - The Company will use commercially reasonable efforts to maintain the registration of the Common Stock under the Exchange Act[97]. - The Purchasers are required to maintain confidentiality regarding the terms of the transactions until publicly announced[104]. - The Company will take necessary actions to ensure the Shares are listed or quoted on any new Trading Market if applied[102]. - The Company agrees to timely file a Form D with the SEC regarding the Shares as required under Regulation D[105]. - The Company will take necessary actions to obtain exemptions for the Shares under applicable securities laws[105]. - Each party is responsible for its own fees and expenses related to the Agreement, while the Company will cover Transfer Agent fees and taxes[108]. - The Company has not incurred any brokerage or finder's fees related to the transactions contemplated by the Transaction Documents[68]. - The Company is not classified as an "investment company" under the Investment Company Act of 1940 and will conduct its business to avoid such classification[70]. - The Company's accounting firm, UHY LLP, is expected to express its opinion on the financial statements for the fiscal year ending December 31, 2025[79]. - The Purchasers acknowledge that they have had the opportunity to review the Transaction Documents and the SEC Reports[89]. - Each Purchaser represents that they are acquiring the Shares as principal for their own account and not for distribution or resale[85].