Summary by Moomoo AI
Minim has entered into a Securities Purchase Agreement on November 13, 2024, with investors including Cao Yu, Hu Bin, and Youxin Consulting Limited. The agreement involves the sale of 1,984,733 shares of Series B Convertible Preferred Stock at $1.31 per share, totaling $2.6 million. The transaction is subject to shareholder approval at a Special Meeting.The agreement includes significant conditions, including the appointment of three investor-nominated directors, termination of existing employment agreements, and relisting on Nasdaq markets by December 31, 2024. Additionally, CEO David Lazar has separately agreed to sell his Series A Preferred Stock to the same purchasers for either $4 million (1,570,027 shares) or $500,000 (2,000,000 shares), depending on certain conditions.The private placement is being conducted under Regulation S exemptions, with investors agreeing not to engage in short sales or hedging transactions. The deal requires various waivers from creditors, vendors, and employees, along with the termination of related party transactions and existing employment agreements.
