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Minim | 425: Filing under Securities Act Rule 425 of certain prospectuses and communications in connection with business combination transactions

SEC ·  Mar 19 04:14
Summary by Futu AI
On March 12, 2024, Minim, Inc., a technology company incorporated in Delaware, and its subsidiary MME Sub 1 LLC, announced the signing of a definitive Merger Agreement with e2Companies LLC, a Florida-based company. The agreement stipulates that upon completion of the merger, e2Companies will survive as the merged entity, and e2Companies' common unit holders will receive shares in Minim, Inc., amounting to 97% of the total outstanding shares on a fully diluted basis. The merger is subject to several conditions, including approval for listing the merger consideration on the Nasdaq Capital Market, effectiveness of a registration statement on Form S-4, expiration or termination of the waiting period under the Hart-Scott-Rodino Act, and the consent or approval of Minim's stockholders. The agreement also includes...Show More
On March 12, 2024, Minim, Inc., a technology company incorporated in Delaware, and its subsidiary MME Sub 1 LLC, announced the signing of a definitive Merger Agreement with e2Companies LLC, a Florida-based company. The agreement stipulates that upon completion of the merger, e2Companies will survive as the merged entity, and e2Companies' common unit holders will receive shares in Minim, Inc., amounting to 97% of the total outstanding shares on a fully diluted basis. The merger is subject to several conditions, including approval for listing the merger consideration on the Nasdaq Capital Market, effectiveness of a registration statement on Form S-4, expiration or termination of the waiting period under the Hart-Scott-Rodino Act, and the consent or approval of Minim's stockholders. The agreement also includes provisions for the appointment of two individuals selected by Minim to its board of directors at the effective time of the merger. Additionally, lock-up and support agreements were executed concurrently with the merger agreement. The merger may be terminated under certain conditions if not completed by June 15, 2024, with a possible 30-day extension. The merger is intended to enhance the company's market position by leveraging e2Companies' technology and growth strategies.

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