UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K/A
(

Amendment No. 1)

☑1
to

FORM 10-K/A

☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31 2018

, 2023

or

☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from: _____________ to _____________

Commission File Number:0-18672

1-37649

MINIM, INC.

(Exact name of registrant as specified in its charter)

ZOOM TELEPHONICS, INC.Delaware04-2621506
 (Exact name of registrant as specified in its charter)
Delaware04-2621506
(State or other jurisdiction(I.R.S. Employer
of
incorporation or organization)		(I.R.S. Employer
Identification No.)
99 High

848 Elm Street Boston, Massachusetts 02110

 (Address, Manchester, New Hampshire03101

(Address of Principal Executive Office) (Zip Code)

(617)423-1072

(Registrant’s telephone number, including area code)

Securities Registered Pursuant to Section 12 (b) of the Act:None

Title of Each ClassTrading SymbolName of Exchange on which Registered
Common Stock, $0.01 par valueMINMThe Nasdaq Capital Market

Securities Registered Pursuant to Section 12 (g) of the Act:

Common Stock, $0.01 Par Value
(Title of Class)
None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐   No ☑

 ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act. Yes ☐   No ☑

 ☒

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☑ ☒   No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes   ☑ ☒   No ☐

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.    ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer☐Accelerated filer☐
Non-accelerated filer☑☒Smaller reporting company☑☒
   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. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐   No ☑

The ☒

Based on the closing price as of June 30, 2023, which was the last business day of the registrant’s most recently completed second fiscal quarter, the aggregate market value of the common stock $0.01 par value,held by nonaffiliates of the registrant held by non-affiliates of the registrant as of June 30, 2018, based upon the last sale price of such stock on that date as reported by the OTCQB, was $41,743,289.

$5.1 million.

The number of shares outstanding of the registrant'sregistrant’s common stock, $0.01 par value, as of March 20, 2019April 1, 2024 was 16,154,6812,965,900 shares.

DOCUMENTS INCORPORATED BY REFERENCE: None.

Audit Firm IDAuditor NameAuditor Location
5041BF Borgers CPA PCLakewood, CO

 

TABLE OF CONTENTS

PART III
Item 10.Directors, Executive Officers and Corporate Governance1
Item 11.Executive Compensation4
Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters6
Item 13.Certain Relationships and Related Transactions, and Director Independence7
Item 14.Principal Accountant Fees and Services8
PART IV
Item 15.Exhibits and Financial Statement Schedules10
Signatures11

i

EXPLANATORY NOTE

This Amendment No. 1 on Form 10-K (“Amendment No. 1”) amends the Annual Report on Form 10-K/A is being filed by Zoom Telephonics,of Minim, Inc. (the "Company"“Company”) to amend the Annual Report on Form 10-K for the fiscal year ended December 31, 20182023, as filed by the Company with the Securities and Exchange Commission (the "SEC"“SEC”) on April 1, 201912, 2024 (the “Original Report”Filing”). We are filing this Amendment No. 1 to includepresent the information required to be disclosed by Part III Items 10 through 13 of Form 10-K. Except for Items 10 through 1310-K that was previously omitted from the Original Filing in reliance on General Instruction G(3) to Form 10-K because a definitive proxy statement containing such information will not be filed within 120 days after the end of Part III, no other information includedthe fiscal year covered by the Original Filing. Accordingly, the references in the Original ReportFiling to the incorporation by reference of our definitive proxy statement into Part III of the Original Filing has been removed.

In addition, Item 15 of Part IV has been solely amended to include new certifications by our principal executive officer and principal financial officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. The certification of our principal executive officer and principal financial officer is changedfiled with this Amendment No. 1 as Exhibit 31.3 hereto. Because no financial statements have been included in this Amendment No. 1 and this Amendment No. 1 does not contain or amend any disclosure with respect to Items 307 and 308 of Regulation S-K, paragraphs 3, 4 and 5 of the certifications have been omitted. Additionally, we are not including the certificate under Section 906 of the Sarbanes-Oxley Act of 2002 as no financial statements are being filed with this Amendment No. 1.

Except as described above, no other changes have been made to the Original Filing. Other than the information specifically amended and restated herein, we have not updated the information contained herein for events occurring subsequent to April 12, 2024, the filing date of the Original Filing.

ii

PART III

ITEM 10 – DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

The following table sets forth information regarding our executive officers and the members of our board of directors.

NameAgePosition with the Company
Jeremy Hitchcock42Chief Executive Officer, Chairman of the Board
Patrick Rivard43Director
Andrew Papanicolau54Director
David Natan71Director
David Lazar33Director
Avraham Ben-Tzvi53Director
Matthew McMurdo52Director

Directors are elected at each annual meeting of our stockholders and hold office until their successors are elected and qualified or until their earlier resignation or removal. Officers are appointed by this amendment.our board of directors and serve at the discretion of the board of directors. Vacancies on the Minim Board of Directors by reason of death, resignation, retirement, disqualification, or other cause, including a vacancy resulting from enlargement of the board, the election of a director to fill such vacancy shall be by vote of a majority of the directors then in office, whether or not constituting a quorum.

Biographical Information

Jeremy Hitchcock (42) is an entrepreneur and executive with extensive experience in the technology sector. He is the founder of Dyn, a cloud-based Internet Performance Management company that was acquired by Oracle in 2016. Under his leadership, Dyn scaled to reach global markets. Hitchcock’s expertise spans strategic planning, operations, and product development. Hitchcock holds a Bachelor of Science in Electrical Engineering and Computer Science from Worcester Polytechnic Institute.

Patrick Rivard (43) serves as Chief Legal Officer and Partner of American Wealth Protection Legal, PLLC and Chief Operating Officer and Partner of American Wealth Protection Financial, a Registered Investment Advisory Firm. American Wealth Protection PLLC is a law firm and financial advisory firm providing asset protection and wealth management services since 2009. Patrick received his B.A. in Environmental Science and Criminal Justice as well as his Juris Doctorate from Suffolk Law in Boston, Massachusetts. He is a native of Goffstown, NH.

Andrew Papanicolau (54) has been a Defense Industry executive since 2004 managing programs at Raytheon and BAE Systems. His experience encompasses Financial Planning & Analysis, Corporate Finance, Accounting, Mergers & Acquisitions, Valuation Modeling and Portfolio Management with responsibilities covering all matters of corporations. Mr. Papanicolau is active in his community serving on the Board of the Manchester Housing and Redevelopment Authority since 2016 and on the Board of Directors of St. George Greek Orthodox Cathedral as Treasurer since 2010. He received his B.S. degree in Finance from Boston College and his M.B.A.degree from Babson College and is a native of Manchester, NH.

David Natan (71) currently serves as President and Chief Executive Officer of Natan & Associates, LLC, a consulting firm offering chief financial officer services to public and private companies in a variety of industries, since 2007. Since March 25, 2024, Mr. Natan has been serving as a member of the Board of Directors of OpGen, Inc. (NASDAQ: OPGN), a precision medicine company, and is its audit committee chairman. From August 2022 to April 11, 2024, Mr. Natan served on the Board of Directors, of Titan Pharmaceuticals Inc. (NASDAQ: TTNP). In addition, Mr. Natan currently serves as Executive Vice President and Chief Financial Officer for Airborne Motorworks, Inc., a privately-held aerospace transportation company, since April 2020. From February 2010 to May 2020, Mr. Natan served as Chief Executive Officer of ForceField Energy, Inc. (OTCMKTS: FNRG), a company focused on the solar industry and LED lighting products. From February 2002 to November 2007, Mr. Natan served as Executive Vice President of Reporting and Chief Financial Officer of PharmaNet Development Group, Inc., a drug development services company, and, from June 1995 to February 2002, as Chief Financial Officer and Vice President of Global Technovations, Inc., a manufacturer and marketer of oil analysis instruments and speakers and speaker components. Prior to that, Mr. Natan served in various roles of increasing responsibility with Deloitte & Touche LLP, a global consulting firm. Mr. Natan currently serves as a member of the Board of Directors and Chair of the Audit Committee of Global Diversified Marketing Group, Inc. (OTCMKTS: GDMK), a manufacturer, marketer and distributor of food and snack products, since February 2021 and serves as a member of the Board of Directors and Chair of the Audit Committee of Sunshine Biopharma, Inc. (NASDAQ: SBFM), a pharmaceutical and nutritional supplement company, since February 2022. Previously, Mr. Natan served as Chairman of the Board of Directors of ForceField Energy, Inc., from April 2015 to May 2020, and as a member of the Board of Directors of Global Technovations, Inc., from December 1999 to December 2001. Mr. Natan holds a B.A. in Economics from Boston University.


David E. Lazar (33) has served as the Chief Executive Officer of OpGen, Inc., a precision medicine company listed on the Nasdaq (OPGN) since April 11, 2024, where he also servs as a director and board chairman, beginning on March 25, 2024. Mr. Lazar served as the Chief Executive Officer of Titan Pharmaceuticals Inc. listed on the Nasdaq (TTNP) from August 2022 through April 11, 2024, where he also served as a director and board chairman from August 2022 until October 2023. He has also served as the CEO of Custodian Ventures LLC, a company which specializes in assisting distressed public companies through custodianship, since February 2018, and Activist Investing LLC, an actively managed private investment fund, since March 2018. Previously, Mr. Lazar served as Managing Partner at Zenith Partners International Inc., a boutique consulting firm, from July 2012 to April 2018. In his role as Chief Executive Officer of Custodian Ventures LLC, Mr. Lazar has successfully served as a custodian to numerous public companies across a wide range of industries.

Avraham Ben-Tzvi (53) is the founder of ABZ Law Office, a boutique Israeli law firm specializing in corporate & securities laws, commercial law & contracts, and various civil law matters, as well as providing outsourced general counsel services for publicly traded as well as private companies and corporations, which he established in January 2017. Mr. Ben-Tzvi served as Chief Legal Officer and General Counsel of Purple Biotech Ltd. (formerly Kitov Pharma Ltd.) (NASDAQ/TASE: PPBT), a clinical-stage company advancing first-in-class therapies to overcome tumor immune evasion and drug resistance, from November 2015 until April 2020. Prior to that, Mr. Ben-Tzvi served as General Counsel and Company Secretary at Medigus Ltd. (NASDAQ/TASE: MDGS), a minimally invasive endosurgical tools medical device and miniaturized imaging equipment company, from April 2014 until November 2015. Prior to that he served as an attorney at one of Israel’s leading international law firms where, amongst other corporate and commercial work, he advised companies and underwriters on various offerings by Israeli companies listing in the US and on various SEC related filings. Prior to becoming a lawyer, Mr. Ben-Tzvi worked in several business development, corporate finance and banking roles at companies in the financial services, lithium battery manufacturing and software development industries. Since March 25, 2024, Mr. Ben-Tzvi has been serving as a member of the Board of Directors of OpGen, Inc. (NASDAQ: OPGN), a precision medicine company. Since August 2022, Mr. Ben-Tzvi has been serving as a member of the Board of Directors of Titan Pharmaceuticals, Inc. (NASDAQ: TTNP), a pharmaceutical company. Mr. Ben-Tzvi holds a B.A., magna cum laude, in Economics from Yeshiva University in New York and an LL.B., magna cum laude from Sha’arei Mishpat College of Law in Hod HaSharon, Israel. Mr. Ben-Tzvi is a licensed attorney and member of the Israel Bar Association, and is also licensed as a Notary by the Israeli Ministry of Justice.

Matthew C. McMurdo (52) has served as Managing Member of McMurdo Law Group, LLC, a corporate law practice, since 2010. Previously, Mr. McMurdo was a Partner at Nannarone & McMurdo, LLP, a boutique law firm, from 2008 to 2010. In addition, Mr. McMurdo served as General Counsel of Berkley Asset Management LLC, the general partner of a real estate fund focused on opportunistic and distressed real estate assets, from 2011 to 2013. Mr. McMurdo was Of-Counsel at Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., from 2007 to 2008 and an associate at Greenberg Traurig, LLP from 2006 to 2007. Since March 25, 2024, Mr. McMurdo has been serving as a member of the Board of Directors of OpGen, Inc. (NASDAQ: OPGN), a precision medicine company. From August 2022 to April 11, 2024, Mr. McMurdo served on the Board of Directors, of Titan Pharmaceuticals Inc. (NASDAQ: TTNP). Mr. McMurdo holds a B.S. in Finance from Lehigh University and a J.D., cum laude, from Benjamin N. Cardozo School of Law.

Family Relationships

There are no family relationships amongst our directors and executive officers.


As required pursuant to

Delinquent Section 16(a) Reports

Section 16(a) of the Securities Exchange Act of 1934, as amended, this Amendment also includes updated certifications from the Company’s Chief Executive Officerrequires our directors and Acting Chief Financial Officer as Exhibits 31.1officers, and 32.1.

This Form 10-K/A does not amend, update or change any other item or disclosure in the Original Report or reflect events that occurred after the datepersons who own more than ten percent of the Original Report. Therefore, this Form 10-K/A should be read in conjunction with the Original Report and the Company’s other filings madeour common stock, to file with the SEC subsequent to the filinginitial reports of ownership and reports of changes in ownership of our common stock. To our knowledge, based solely on a review of the Original Report.
PART III
ITEM 10 – DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
Information Regardingcopies of such reports furnished to us, during the Boardfiscal year ended December 31, 2023, we believe that all filing requirements applicable to our officers, directors and greater than ten percent stockholders were complied with for the fiscal year ended December 31, 2023.

Independent Directors

Our board of Directors

The Boarddirectors has determined that each of Directors currently consistsPatrick Rivard, Andrew Papanicolau, David Natan, Avraham Ben-Tzvi, and Matthew McMurdo is independent within the meaning of five members. Derek Elder resigned fromRule 5605(a)(2) of the Board of Directors on January 25, 2019,NASDAQ Listing Rules and was not the result of any disagreement with management. Robert Crowley passed away September 12, 2018. At each meeting of stockholders, Directors are elected for a one-year term. The following tablerules and biographical descriptions set forth information regardingregulations promulgated by the current membersSecurities and Exchange Commission.

Committees of the Board of Directors.

NameAgePrincipal OccupationDirector Since
Frank B. Manning70Chief Executive Officer, President and Chairman of the Board of Zoom Telephonics, Inc.1977
Peter R. Kramer(2), (3)
67Artist1977
Joseph J. Donovan(1), (2), (3)
70Adjunct Professor at Suffolk University's Sawyer School of Management2005
Philip Frank(1), (2)
48President and CEO of VUI, Inc.2015
Peter Sykes73Personal Investor2016
(1)     MembersDirectors

Our board of directors has established an audit committee, a nominating and corporate governance committee, and a compensation committee, each of which has the composition and responsibilities described below.

Audit Committee

Our audit committee is currently comprised of Messrs. Rivard, Papanicolau, and Natan, each of whom our board has determined to be financially literate and qualifies as an independent director under Section 5605(a)(2) and Section 5605(c)(2) of the Audit Committee as of March 31, 2019. Chair, vacancy.

(2) Membersrules of the CompensationNASDAQ Stock Market. Mr. Natan is the chairman of our audit committee. In addition, Mr. Natan qualifies as a financial expert, as defined in Item 407(d)(5)(ii) of Regulation S-K.

Nominating and Corporate Governance Committee

Our nominating and corporate governance committee is currently comprised of Messrs. Rivard and Papanicolau, each of whom qualifies as of March 31, 2019. Chair, Peter Kramer.

(3) Membersan independent director under Section 5605(a)(2) of the Nominating Committee asrules of March 31, 2019. Chair, Joseph Donovan.
Frank B. Manningthe NASDAQ Stock Market. Mr. Rivard is a co-founderthe chairman of our company. Mr. Manning has been our chief executive officernominating and corporate governance committee.

Compensation Committee

Our compensation committee is currently comprised of Messrs. Rivard and Papanicolau, each of whom qualifies as an independent director under Section 5605(a)(2) of the rules of the NASDAQ Stock Market, an “outside director” for purposes of Section 162(m) of the Internal Revenue Code and a Director since May 1977, and served as our president from 1977 through 2018. He has served as our chairman“non-employee director” for purposes of the board since 1986. He earned his BS, MS and PhD degrees in Electrical Engineering from the Massachusetts Institute of Technology, where he was a National Science Foundation Fellow. From 1998 through late 2006 Mr. Manning was also a director of the Massachusetts Technology Development Corporation, a public purpose venture capital firm that invests in seed and early-stage technology companies in Massachusetts. Mr. Manning is the brother of Terry Manning, our vice president of sales and marketing. From 1999 to 2005 Mr. Frank Manning was a Director of Intermute, a company that Zoom co-founded and that was sold to Trend Micro Inc., a subsidiary of Trend Micro Japan. Mr. Manning was a Director of Unity Business Networks, a hosted VoIP service provider, from Zoom's investment in July 2007 until Unity’s acquisition in October 2009. From its inception until November 2010 Mr. Manning was also a director of Zoom Technologies, Inc. Mr. Manning’s extensive experience as our CEO and President for many years, as well as his overall experience and professional skills in electronics and business, enable him to capably serve as Chairman of Zoom’s Board of Directors.


Peter R. Kramer is a co-founder of Zoom and has been a Director of Zoom since May 1977. Mr. Kramer also served as our Executive Vice President from May 1977 until November 2009, when he retired from this position. He earned his B.A. degree in 1973 from SUNY Stony Brook and his Master’s in Fine Art degree from C.W. Post College in 1975. From 1999 to 2005 Mr. Kramer was a Director of Intermute, a company that Zoom co-founded and that was sold to Trend Micro Inc., a subsidiary of Trend Micro Japan. Mr. Kramer was a member of the Board of Directors of Zoom Technologies, Inc. from 1977 until September 2009. Mr. Kramer’s experience as our co-founder and as Executive Vice President with Zoom for over thirty years enables him to bring a well-informed perspective to our Board of Directors.
Joseph J. Donovan has been a Director of Zoom since 2005. From March 2004 through September 2009 Mr. Donovan served as the Director of Education Programs of Suffolk University's Sawyer School of Management on the Dean College campus, where he was responsible for the administration of undergraduate and graduate course offerings at Dean College. Mr. Donovan serves as an adjunct faculty member at Suffolk University's Sawyer School of Management. He teaches Money and Capital Markets, Managerial Economics, and Managerial Finance in the Graduate School of Business Administration at Suffolk University. Mr. Donovan served as the Director of Emerging Technology Development for the Commonwealth of Massachusetts' Office of Emerging Technology from January 1993 through October 2004. Mr. Donovan also served as a Director of the Massachusetts Technology Development Corporation, the Massachusetts Emerging Technology Development Fund, and the Massachusetts Community Development Corporation. He received a Bachelor of Arts in Economics and History from St. Anselm College in Manchester, N.H. and a Master's Degree in Economics and Business from the University of Nebraska. Mr. Donovan was a member of the Board of Directors of Zoom Technologies, Inc. from 2005 until September 2009. Mr. Donovan adds a unique perspective to our Board of Directors which he gained through his experience both as an educator and a leader in the Massachusetts high technology community.
Philip Frankis a technology executive with over 25 years of experience.He has been a Director of Zoom since September 22, 2015.  He has served as President, CEO and Director of VUI, Inc. since September 2018.  Prior to that, he was the President, CEO and a Director of AirSense Wireless from August of 2016 until its sale to Charter Communications in January 2018, and was Zoom's Chief Financial Officer from September 2015 to July 2016.  From February 2005 to December 2014 he worked for the Nokia Corporation including Nokia Siemens Networks, based in London, UK.  At Nokia, Mr. Frank was most recently the Global Head of Corporate Development and M&A.  Earlier in his career Mr. Frank was an executive with AT&T Wireless as well as having worked with global advisory firms Diamond-Cluster International and Accenture.  He received a Master’s in Business Administration from the University of Michigan Ross School of Business.  Mr. Frank’s extensive experience as a senior financial and development executive with the world’s largest telecommunications service provider and with the world’s largest infrastructure vendor provides Zoom with topical industry expertise and a valuable perspective regarding financial management, strategy, development and sales.
Peter Sykes has been a Director of Zoom since October 24, 2016.  Mr. Sykes is a British entrepreneur and investor. Mr. Sykes had a successful corporate career with Dell Inc., from 1992 to 2002 initially setting up the Dell subsidiaries in Switzerland and Austria and later developing the Dell Global Enterprise Program across Europe.  Subsequently, Mr. Sykes spearheaded Dell's development of Thailand, Korea and India.  Since 2002 Mr. Sykes has managed his personal investment portfolio. Mr. Sykes has a wealth of experience developing electronics hardware sales channels enabling him to capably serve on our Board of Directors.
Board of Directors' Meetings, Structure and Committees
The Board of Directors held four (4) meetings during the year ending December 31, 2017. Each director attended at least 75% of the meetings of the Board of Directors and each Committee on which he served. All of Zoom's directors are encouraged to attend Zoom's Annual Meeting of stockholders. There was one director in attendance at the 2018 Annual Meeting.
Standing committees of the Board include an Audit Committee, a Compensation Committee and a Nominating Committee. As of December 31, 2018, Messrs. Donovan and Frank served as the members of the Audit Committee. The chairman position of the Audit Committee is currently vacant. Messrs. Donovan, Kramer and Frank served as members of the Compensation Committee with Mr. Kramer presiding as chairman. Messrs. Donovan and Kramer served as the members of the Nominating Committee with Mr. Donovan presiding as chairman.
Board Independence. The Board of Directors has reviewed the qualifications of Messrs. Donovan, Kramer, Frank and Sykes and has determined that each individual is "independent" as such term is definedSection 16b-3 under the current listing standards of the Nasdaq Stock Market. In addition, each member of the Audit Committee is independent as required under Section 10A(m)(3) of the Securities Exchange Act of 1934, as amended.
Structureamended, and does not have a relationship to us which is material to his ability to be independent from management in connection with the duties of a compensation committee member, as described in Section 5605(d)(2) of the Board of Directors. Mr. Manning serves as our Chief Executive Officer and Chairmanrules of the Board. The Board of Directors believes that having our Chief Executive Officer serve as Chairman ofNASDAQ Stock Market. Mr. Papanicolau is the Board facilitates the Board of Directors’ decision-making process because Mr. Manning has first-hand knowledge of Zoom’s operations and the major issues facing the company. In addition, the Board of Directors believes this structure makes sense considering the size of Zoom’s operations. This structure also enables Mr. Manning to act as the key link between the Board of Directors and other members of management. The Board of Directors has not designated a lead independent director.
The Board of Directors’ Role in Risk Oversight. The Board of Directors oversees our risk management process. This oversight is primarily accomplished through the Board of Directors’ committees and management’s reporting processes, including receiving regular reports from members of senior management on areas of material risk to the company, including operational, financial and strategic risks. The Audit Committee focuses on risks related to accounting, internal controls, and financial and tax reporting and related party transactions. The Audit Committee also assesses economic and business risks and monitors compliance with ethical standards. The Compensation Committee identifies and oversees risks associated with our executive compensation policies and practices.

Our Other Executive Officers
The names and biographical informationchairman of our current executive officers who are not members of our Board of Directors are set forth below:
NameAgePosition with Zoom
Joseph L. Wytanis59President and Chief Operating Officer
Terry J. Manning67Vice President of Sales and Marketing
Deena Randall65Vice President of Operations
Joseph L. Wytanis joined us in 2018 as a high technology senior level executive with extensive experience in consumer electronic and communication companies.Prior to joining Zoom, he served as Senior Practice Engagement Partner at Infosys Limited from March 2018, where he provided engineering services consulting to cable, mobile and satellite service operators and has also served as a Principal at High Tech Associates, LLC since August 2011, where he provided consulting services relating to vision, strategy, business development and marketing. Mr. Wytanis served as Executive Vice President and Chief Operating Officer at SMC Networks, Inc. from January 2012 through August 2014, where he successfully led the introduction of a complete line of cable home networking products and smart home IoT products. He previously served as a Vice President and General Manager at Scientific-Atlanta/Cisco System, Inc. from 2000 through 2011, where he helped to grow the Cable Home Networking Business Unit from a start-up to a profitable business, and prior to that held marketing, business and strategy positions with Panasonic, BellSouth, NCR/AT&T, Northern Telecom and the Associated Press.Mr. Wytanis earned a BS in Business Administration/Marketing from Rowan University and an MBA from the University of Georgia, Terry College of Business.
Terry J. Manning joined us in 1984 and served as corporate communications director from 1984 until 1989, when he became the director of our sales and marketing department. Terry Manning is Frank Manning's brother. Terry Manning earned his BA degree from Washington University in St. Louis in 1974 and his MPPA degree from the University of Missouri at St. Louis in 1977.
Deena Randall joined us in 1977. Ms. Randall has served in various senior positions within our organization and has directed our operations since 1989. Ms. Randall earned her BA degree from Eastern Nazarene College in 1975.
compensation committee.

Code of Ethics and Code of Conduct

Our Board has

We have adopted a Codecode of Conductbusiness conduct and ethics that is applicableapplies to all of our officers, directors and employees, including our principal executive officersofficer, principal financial officer and a Code of Ethics for Senior Financial Officers. A copyprincipal accounting officer. The full text of our Code of Business Conduct and Code of Ethics is availablepublished on the Governance page of our website at www.zoomtel.comwww.minim.com. We intend to disclose any future amendments to certain provisions of the Code of Business Conduct and Ethics, or upon request, without charge, but contacting us at (617) 753-0897 or through an e-mail requestwaivers of such provisions granted to investor@zoomtel.com.

Section 16(a) Beneficial Ownership Reporting Compliance
Ownership of and transactions in our common stock by our executive officers and directors, on this website within four business days following the date of any such amendment or waiver.


ITEM 11 – EXECUTIVE COMPENSATION

Compensation Philosophy and owners of 10% or morePractices

We believe that the performance of our outstanding common stockexecutive officers significantly impacts our ability to achieve our corporate goals. We, therefore, place considerable importance on the design and administration of our executive officer compensation program. This program is intended to enhance stockholder value by attracting, motivating and retaining qualified individuals to perform at the highest levels and to contribute to our growth and success. Our executive officer compensation program is designed to provide compensation opportunities that are requiredtied to individual and corporate performance.

Our compensation packages are also designed to be reportedcompetitive in our industry. The Compensation Committee from time-to-time consults with other advisors in designing our compensation program, including in evaluating the competitiveness of individual compensation packages and in relation to our corporate goals.

Our overall compensation philosophy has been to pay our executive officers an annual base salary and to provide opportunities, through cash and equity incentives, to provide higher compensation if certain key performance goals are satisfied. Our Compensation Committee continues to believe that keeping executives interests aligned with those of our stockholders is critical to driving toward achievement of long-term goals of both our stockholders and the SEC pursuant to Section 16(a) of the Exchange Act. Based solely on our review of these reports and written representations from certain reporting persons, during fiscal year 2018, all such reports were filed in a timely manner.

ITEM 11 - EXECUTIVE AND DIRECTORS’ COMPENSATION

EXECUTIVE COMPENSATION
Company.

Summary Compensation Table

The following Summary Compensation Tabletable sets forth the total compensation paid or accrued for the fiscal years ended December 31, 2018names and December 31, 2017 forpositions of: (i) each person who served as our principal executive officer and our other three most highly compensated executive officers who were serving as executive officers on December 31, 2018. We refer to these officers as our named executive officers.


       
Name and Principal PositionYear
Salary
($)
Bonus
(1)
 ($)
Option Awards
(2)
($)
All Other Compensation (3)
($)
Total
($)
Frank B. Manning,
Chief Executive Officer
2018
2017
$129,272
$129,272
--
$2,288
$45,500
---
$536
$6,244
$175,308
$137,804
Deena Randall,
Vice President of Operations
2018
2017
$128,336
$128,336
--
$2,288
$40,950
--
$536
$29,179
$169,822
$159,803
Terry J. Manning,
Vice President of Sales and Marketing
2018
2017
$123,500
$123,500
--
$2,288
$36,400
--
$528
$466
$160,428
$126,254
Joseph L. Wytanis,
President and Chief Operating Officer
2018
2017
$26,923
--
$30,000
--
$76,273
--
--
--
$133,196
--
(1) 
The amounts in this column represent discretionary bonus payments granted in the applicable fiscal year.
(2) 
The amounts included in the “Option Awards” column reflect the aggregate grant date fair value of option awards in accordance with FASB ASC Topic 718, pursuant to the 2009 Stock Option Plan. Assumptions used in the calculations of these amounts are included in Note 7 to our Financial Statements included in our Annual Report on Form 10-K forduring the year ended December 31, 2018. These options are incentive stock options issued under2023; (ii) our most highly compensated executive officer, other than our principal executive officer, who was serving as an executive officer, as determined in accordance with the 2009 Stock Option Planrules and representregulations promulgated by the right to purchase shares of Common Stock at a fixed price per share (the grant date fair market value of the shares of Common Stock underlying the options).
 (3) 
The amounts included in the “All Other Compensation” column for 2018 consists of: (a) life insurance premiums paid by Zoom to the named executive officer: Mr. Frank B. Manning $186, Mr. Terry Manning $178 and Ms. Randall $186; and (b) Zoom’s contribution to a 401(k) plan of $350 for each named executive officer. For 2017 consists of: (a) life insurance premiums paid by Zoom to the named executive officer: Mr. Frank B. Manning $5,773, Mr. Terry Manning $116 and Ms. Randall $186; and (b) Zoom’s contribution to a 401(k) plan of $350 for each named executive officer.; and (c) proceeds received from sale of an incentive stock option grant to Ms. Randall $29,179.

Outstanding Equity Interests
The following table sets forth information concerning outstanding stock optionsSEC, as of December 31, 20182023, with compensation of $100,000 or more, and (iii) an additional individual for each namedwhom disclosure would have been provided pursuant to clause (ii) but for the fact that the individual was not serving as our executive officer.
officer at December 31, 2023 (collectively our “Named Executive Officers”):

Name and principal position Year  Salary
($)		  Bonus
($)		  Stock
Awards
($)		  Option
Awards
($)		  All Other
Compensation
($)		  Total
($)		 
Jeremy Hitchcock, 2023   0   0   0   0   0   0 
Chief Executive Officer, Chairman and Director 2022   0   0   0   0   0   0 
                            
Mehul Patel(1) 2023   339,667   0   6,726   0   0   346,393 
Former CEO and CFO 2022   266,923   12,749   140,010   0   0   419,682 
                            
Dustin Tacker(2) 2023   144,741    0   390   0   0   145,131 
Former CFO 2022   191,731   48,096   21,531   0   0   261,358 

 
(1)Resigned as CEO and CFO on April 7, 2023.
(2)Resigned as CFO on August 4, 2023.

Narrative Disclosure to Summary Compensation Table

Executive Employment Agreements

As of December 31, 2023, the Company did not have any employment or other compensation agreement with its executive officers. However, on February 20, 2024, the Company entered into a three (3) year Employment Agreement (the “Agreement”) with David Lazar (“Lazar”). Pursuant to the Agreement, the Company engaged Mr. Lazar to act as the Chief Executive Officer and Chief Financial Officer (“CEO/CFO”) following the resignation of Jeremy Hitchcock after a certain transition period. Mr. Lazar will have the customary powers and responsibilities of a CEO/CFO of a corporation of the size and type of the Company.

Outstanding Equity Awards at 2018 Fiscal Year-End

Name
 
 
Grant Date (1)
Number of Securities
Underlying Unexercised Options
 
Option Exercise
Price
Option Expiration Date
  
Exercisable
Options
Unexercisable
Options
  
Frank B. Manning
04/30/2015
08/09/2018
 
75,000
--
 
--
50,000
 
$0.25
$2.09
 
04/30/2020
08/09/2021
 
Terry Manning
04/30/2015
 
60,000
 
--
 
$0.25
 
04/30/2020
 
 
08/09/2018
 
--
 
40,000
 
$2.09
 
08/09/2021
 
Deena Randall
08/09/2018
 
--
 
45,000
 
$2.09
 
08/09/2021
 
Joseph Wytanis
10/29/2018
 
--
 
100,000
 
$1.66
 
08/09/2021
 
(1)
The options granted on April 30, 2015 are vested in full.
Employment, Termination and Change of Control Agreements
On December 8, 2009 Zoom entered into severance and change of control agreements with each of the named executive officers. The purpose of these arrangements is

There were no outstanding equity awards that had been previously awarded to encourage the named executive officers to continue as employees and/or assist in the event of a change-in-control of Zoom. Zoom has entered into agreements with eachany of the named executive officers formalizing the compensation arrangement described below.

Under the terms of each agreement, if a named executive officer is terminated by Zoom for any reason other than for cause, such named executive officer will receive severance pay in an amount equal to the greater of three months’ base salary or a number of weeks of base salary equal to the number of full years employed by Zoom divided by two and allwhich remained outstanding stock options issued on or after September 22, 2009 held by the named executive officer will become immediately vested and will be exercisable for a period of up to 30 days after termination.
Under the terms of each agreement, each named executive officer will receive severance pay equal to six months’ base salary if (i) the named executive officer’s employment is terminated without cause within six months after a change-in-control, (ii) the named executive officer’s job responsibilities, reporting status or compensation are materially diminished and the named executive officer leaves the employment of the acquiring company within six months after the change-in-control, or (iii) Zoom is liquidated. In addition, in the event of a change-in-control or liquidation of Zoom, outstanding stock options granted to the named executive officer on or after September 22, 2009 will become immediately vested.

Potential Termination and Change-in Control Payments
Asas of December 31, 2018 in the event a named executive officer is terminated2023.


PAY VERSUS PERFORMANCE

As required by Zoom for any reason other than cause or a change-in-control or liquidationItem 402(v) of Zoom, the named executive officer would receiveRegulation S-K, we are providing the following cash payments: Mr. Frank Manning $50,963; Ms. Randall $50,594information about the relationship between executive compensation actually paid and Mr. Terry Manning $40,375. These amounts representcertain financial performance of the greaterCompany. For the most recently completed fiscal year, the Company did not use any “financial performance measures” as defined in Item 402(v) of three months salaryRegulation S-K to link compensation paid to our Named Executive Officers, or the number of weeks of base salary equalNEOs, to the number of years employed by Zoom divided by two. In the event of terminationCompany’s performance. We are also permitted to report as a result“smaller reporting company” as defined under the U.S. federal securities laws. Accordingly, we have not included a tabular list of financial performance measures, and the table below does not include a change-in-control or liquidation, the named executive officers would receive the following cash payments: Mr. Frank Manning $64,636; Ms. Randall $64,183 and Mr. Terry Manning $61,750. These amounts represent six months’ base salary. In the eventcolumn for a “Company-Selected Measure” as defined in Item 402(v) of either termination of employment, all options held by the named executive officers that were issued on or after September 22, 2009 would become immediately vested.


Regulation S-K.

Year 

Summary

Compensation

Table Total

for PEO(1)

  

Compensation

Actually Paid

to PEO

  

Average

Summary

Compensation

Table Total for

Non-PEO NEOs

  

Average

Compensation

Actually Paid to
Non-PEO NEOs

  

Value of Initial

Fixed $100

Investment
Based on

Total Shareholder

Return

  Net [Income/
Loss](1)		 
2023 $0  $0  $0  $0  $0  $0 
2022 $0  $0  $0  $0  $0  $0 


 
(1)There were no performance-based payments made by the Company in 2022 or 2023.

Director Compensation

The following table sets forth information concerningpresents the total compensation for each person who served as a non-employee director of our Directors who are not named executive officers for the fiscal year ended December 31, 2018.

NameFees Earned or Paid in CashOption Awards (1)(2)(3)(4)All Other CompensationTotal
Robert Crowley(4)$1,500$19,317−$20,817
Joseph J. Donovan$2,000$19,317−$21,317
Peter R. Kramer$2,000$19,317−$21,317
George Patterson (5)$300$9,225−$9,525
Philip Frank$2,000$19,317−$21,317
Derek Elder(6)$1,340$34,822−$35,162
Peter Sykes$2,000$19,317−$21,317
(1) 
The amounts included in the “Option Awards” column reflect the aggregate grant date fair value of option awards in accordance with FASB ASC Topic 718, pursuant to the 2009 Directors Stock Option Plan. Assumptions used in the calculations of these amounts are included in Note 7 to our Financial Statements included in our Annual Report on Form 10-K for the year ended December 31, 2018. These options are non-qualified stock options issued under the 2009 Directors Stock Option Plan and represent the right to purchase shares of Common Stock at a fixed price per share (the grant date fair market value of the shares of Common Stock underlying the options).
(2) 
As of December 31, 2018, each non-employee Director holds the following aggregate number of shares under outstanding stock options:
NameNumber of Shares Underlying Outstanding Stock Options
Robert Crowley75,000
Joseph J. Donovan75,000
Peter R. Kramer
Derek Elder
Philip Frank
Peter Sykes
75,000
27,500
60,000
30,000
(3) 
The number of shares underlying stock options granted to each non-employee Director in 2018 and the grant date fair market value of such stock options is:
NameGrant DateNumber of Shares underlying Stock Options Grants in 2018Grant Date Fair Value of Stock Option Grants in 2018
Robert Crowley
01/10/18
07/10/18
7,500
7,500
$9,225
$10,092
Joseph J. Donovan
01/10/18
07/10/18
7,500
7,500
$9,225
$10,092
Peter R. Kramer
01/10/18
07/10/18
7,500
7,500
$9,225
$10,092
George Patterson01/10/187,500$9,225
Derek Elder
05/16/18
07/10/18
20,000
7,500
$24,730
$10,092
Philip Frank
01/10/18
07/10/18
7,500
7,500
$9,225
$10,092
Peter Sykes
01/10/18
07/10/18
7,500
7,500
$9,225
$10,092
(4) 
On September 12, 2018, Mr. Robert Crowley passed away.
(5) 
On February 23, 2018, George Patterson resigned from the Board of Directors (the “Board”) of the Zoom Telephonics, Inc. (the “Company”) and from the Audit Committee of the Board, in order to comply with the policies of Mr. Patterson’s new employer.  Mr. Patterson’s resignation was not the result of any disagreements with the Company on any matter relating to the Company’s operations, policies or practices.
(6) 
On April 26, 2018, Derek Elder was voted in the Board of Directors. On January 25, 2019, he resigned from the Board.
Each non-employee Director of Zoom receives a fee of $500 per quarter plus a fee of $500 for each meeting at which the Director is personally present. Travel and lodging expenses are also reimbursed.
Each non-employee Director of Zoom may be granted stock options under Zoom's 2009 Directors Stock Option Plan, as amended (the "Directors Plan"). The Directors Plan provides in the aggregate that 700,000 shares of Common Stock (subject to adjustment for capital changes) may be issued upon the exercise of options granted under the Directors Plan. The exercise price for the options granted under the Directors Plan is the fair market value of the Common Stock on the date the option is granted. During 2018 Messrs. Crowley, Donovan, Kramer, Elder, Patterson, Frank and Sykes received options to purchase 110,000 shares combined at a weighted average exercise price of $2.51 per share.

Option Exercises
Peter Kramer, Joseph Donovan, and Deena Randall exercised options to purchase a total of 175,000 shares of common stock during the fiscal year ended December 31, 2017. Peter Kramer, Joseph Donovan, Frank Manning, Terry Manning2023. Other than as set forth in the table and George Patterson exercised optionsdescribed more fully below, we did not pay any compensation, reimburse any expense of, make any equity awards or non-equity awards to, purchase a totalor pay any other compensation to any of 97,500 sharesthe other members of common stock during the fiscal year ended December 31, 2018.
our Board in such period.

Directors  Earned Cash Comp  Paid Cash Comp  Earned Bonus  Shares Earned  Share Price  Shares Comp (Less APIC)  Total Comp 
Andrew Papanicolau $20,833  $           0  $            0   27,000  $2.41  $64,800  $85,633 
Patrick Rivard $29,750  $0  $0   27,880  $2.41  $66,912  $96,662 
Jeremy Hitchcock $50,000  $0   0   52,000   .218  $11,336  $61.336 
David Natan(1) $8,333  $0  $0   2,000  $2.41  $4,820  $13,153 
Elizabeth Hitchcock(2) $25,000  $0  $0   40,000  $.218  $8,720  $33,720 
Philip Frank(3) $51,500  $0  $0   50,000  $.218  $10,900  $62,400 
Sandra Howe(3) $51,500  $0  $0   40,000  $.218  $8,720  $60,220 
David Aronoff(4) $38,167  $0  $0   0   -  $0  $38,167 
George Kassas(5) $0  $0  $0   0   -  $0  $0 

 
(1)Appointed on November 8, 2023.
(2)Resigned in August, 2023
(3)Resigned on April 7, 2023
(4)Resigned on January 31, 2023
(5)Resigned September 15, 2023

ITEM 12 – SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

We maintain a number of equity compensation plans for employees, officers, directors and others whose efforts contribute to our success. The table below sets forth certain information as of our fiscal year ended December 31, 2018 regarding the shares of our common stock available for grant or granted under stock option plans that (i) were approved by our stockholders, and (ii) were not approved by our stockholders.
Equity Compensation Plan Information.
Plan Category
 
Number Of Securities
To Be Issued Upon Exercise Of
Outstanding Options
 
 
Weighted-Average Exercise Price Of Outstanding  Options
 
 
Number Of Securities
Remaining Available For
Future Issuance Under Equity
Compensation Plans (excluding  securities reflected in  column (a))
 
 
 
(a)
 
 
(b)
 
 
(c)
 
Equity compensation plans approved by security holders(1)
  1,912,103 
 $1.46 
  3,885,853 
 Total:
  1,912,103 
 $1.46 
  3,885,853 
(1)
Includes the 2009 Stock Option Plan and the 2009 Directors Stock Option Plan. These plans were approved by the shareholders at the 2010 annual meeting.  At the 2013 annual meeting, shareholders approved an increase to the total number of shares available for issuance for the 2009 Stock Option Plan. The new number of shares is 5,500,000. At the 2013 annual meeting, shareholders approved an increase to the total number of shares available for issuance for the 2009 Directors Stock Option Plan. The new number of shares is 700,000. The purposes of the 2009 Stock Option Plan are to attract and retain employees and provide an incentive for them to assist us in achieving our long-range performance goals, and to enable such employees to participate in our long-term growth.  The purposes of the 2009 Directors Stock Option Plan is to attract and retain non-employee directors and to enable such directors to participate in our long-term growth.  The 2009 Stock Option Plan and the 2009 Directors Stock Option Plan are administered by the Compensation Committee of the Board of Directors. All stock options granted under the 2009 Stock Option Plan and the 2009 Directors Stock Option Plan have been granted with an exercise price equal to at least the fair market value of the common stock on the date of grant.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information regarding beneficial ownership of Zoom'sthe Company’s Common Stock as of MarchDecember 31, 20192023 by (i) each person who is known by Zoomthe Company to own beneficially more than five percent (5%) of Zoom'sthe Company’s outstanding Common Stock, (ii) each of Zoom's Directorsthe Company’s current directors and namedprincipal executive and financial officers, as listed below in the Summary Compensation Table under the heading "Executive Compensation", and (iii) all of Zoom'sour current Directorsdirectors and executive officers as a group.

As of December 31, 2023, and currently, the Company did not and currently does not have any executive officers other than Jeremy Hitchcock, its then and current Chief Executive Officer, and its then and current Chief Financial Officer.

On MarchDecember 31, 20192023, there were 16,162,1812,789,020 issued and outstanding shares of Zoom'sCompany Common Stock. Unless otherwise noted, each person identified below possesses sole voting and investment power with respect to the shares listed. The information contained in this table is based upon information received from or on behalf of the named individuals or from publicly available information and filings by or on behalf of those persons with the SEC.

Name and Address of Beneficial Owner(1) 

Amount and

Nature of

Beneficial
Ownership(5)

  

% of Common

Stock

Outstanding

 
5% or Greater Stockholders:        
         
Zulu Holdings LLC(2)
c/o Orbit Group LLC
848 Elm Street, 2nd Floor
Manchester, NH 03101		  1,362,191   48.8%
         
Directors and Named Executive Officers:        
Jeremy Hitchcock(3)  1,447,567   51.9 
Patrick Rivard  -   * 
Andrew Papanicolau  -   * 
David Natan  -   * 
David Lazar(3)  -   * 
Avraham Ben-Tzvi  -   * 
Matthew McMurdo  -   * 
All Current Directors and Executive Officers as a group (seven persons)(4)  1,447,567   51.9%

 
 
Name (1)
Number of Shares Beneficially Owned
 
% of Common Stock
   
Manchester Management Company LLC(2)
3 West Hill Place
Boston, MA 02114
4,285,71426.5%
   
Frank B. Manning(3)
1,519,6399.4%
   
Peter R. Kramer(4)
389,9292.4%
   
Joseph J. Donovan(5)
136,000*
   
Philip Frank(6)
67,500*
   
Peter Sykes((7)
114,850*
   
Joseph L. Wytanis(8)
25,000*
   
Terry J. Manning(9)
253,8421.6%
   
Deena Randall(10)
156,250*
   
All current directors and Executive  
Officers as a group (9 persons) (11)
2,663,01016.0%
*Less than one percent of shares outstanding.
(1) 
Unless otherwise noted: (i) each person identified possesses sole voting and investment power over the shares listed; and (ii) the address of each person identified is c/o Zoom Telephonics, Inc., 99 High Street, Boston, Massachusetts 02110.
(2) 
Information is based on a Schedule 13D filed by Manchester Management Co LLC on September 27, 2015. It includes the following stockholders Manchester Explorer, L.P. in the amount of 2,857,143 shares, JEB Partners, L.P. in the amount of 1,142,857 shares, James E. Besser in the amount of 142,857 shares and Morgan C. Frank in the amount of 142,857 shares totaling 1,295,376. In all cases the address listed in the above table applies to all stockholders other than Morgan C. Frank whose address is: 1398 Aerie Drive, Park City, UT 84060.
 (3) 
Includes 87,500 shares that Mr. Frank B. Manning has the right to acquire upon exercise of outstanding stock options exercisable within sixty (60) days after March 31, 2019.
(4) 
Includes 75,000 shares that Mr. Kramer has the right to acquire upon exercise of outstanding stock options exercisable within sixty (60) days after March 31, 2019.
(5) 
Includes 75,000 shares the Mr. Donovan has the right to acquire upon exercise of outstanding stock options exercisable within sixty (60) days after March 31, 2019.
(6) 
Includes 67,500 shares that Mr. Philip Frank has the right to acquire upon exercise of outstanding stock options exercisable within sixty (60) days March 31, 2019.
(7) 
Includes 37,500 shares that Mr. Peter Sykes has the right to acquire upon exercise of outstanding stock options exercisable within sixty (60) days after March 31, 2019.
 (8) 
Includes 25,000 shares that Mr. Joseph L. Wytanis, who joined the Company in October 2018, has the right to acquire upon exercise of outstanding stock options exercisable within sixty (60) days after March 31, 2019.
(9) 
Includes 70,000 shares that Mr. Terry Manning has the right to acquire upon exercise of outstanding stock options exercisable within sixty (60) days after March 31, 2019.
(10) 
Includes 11,250 shares that Ms. Randall has the right to acquire upon exercise of outstanding stock options exercisable within sixty (60) days after March 31, 2019.
(11) Includes an aggregate of 448,750 shares that the current directors and named executive officers listed above have the right to acquire upon exercise of outstanding stock options exercisable within sixty (60) days after March 31, 2019.
*Less than one percent of shares outstanding.
(1)Unless otherwise noted, the address of each person identified is c/o Minim, Inc., 848 Elm Street, Manchester, New Hampshire 03101.
(2)Information is based on a Schedule 13D/A filed as of January 2, 2024, by Jeremy Hitchcock, Elizabeth Cash Hitchcock, Orbit Group LLC (“Orbit”), Hitchcock Capital Partners, LLC (“HCP”) and Zulu Holdings LLC (“Zulu”). The 1,447,567 shares are held of record by Zulu. HCP may be deemed the beneficial owner of the shares as a beneficial owner of the Common Stock held by Zulu through its ownership of Zulu. As the manager of Zulu, Orbit may be deemed the beneficial owner of the Common Stock held by Zulu. As the co-managers of Orbit and HCP, each of Mr. and Ms. Hitchcock may be deemed the beneficial owner of the shares held by Zulu.

(3)

Mr. and Ms. Hitchcock may be deemed to share beneficial ownership of all shares of the Company owned by either of them or investment vehicles, including Zulu, owned by either of them. Includes 7,500 shares that Mr. Hitchcock has the right to acquire upon exercise of outstanding stock options which are currently exercisable.

On December 28, 2023, we, Mr. David Lazer, an individual (the “Proxy”), and each of Mr. Jeremy P. Hitchcock, Orbit, HCP, Zulu, Slingshot and Elizabeth Cash Hitchcock, an individual (the “Stockholders”), entered into a Voting Agreement (the “Voting Agreement”) with respect to the Purchase Agreement then being negotiated between David Lazar and the Company. Upon execution of the Purchase Agreement, the Voting Agreement was released from escrow to the benefit of the Proxy. The Stockholders have disclaimed the formation of a group with David Lazar, and of any shared beneficial ownership with him. The Voting Agreement governs the vote of 1,447,567 shares of Common Stock, representing the aggregate voting interest of the Stockholders taken as a whole as of the Record Date, by the Proxy with respect to any and all matters concerning a shareholder vote with respect to actions to be taken pursuant to the terms of the Purchase Agreement, including but not limited to Proposals 1 through 3 as well as electing new members to the board of directors as may be appointed by the Proxy. The Stockholders agrees that at any meeting of our shareholders and/or in connection with any corporate action by our shareholders, all of his/her/its respective shares of the will be voted by them or the Proxy in the manner and to the effect determined by the Proxy in his discretion with respect to actions proposed to be taken pursuant to the terms of the Purchase Agreement.

(4)

On January 22, 2024 our compensation committee and board of directors resolved to award each of David Natan, David Lazar, Avraham Ben-Tzvi, and Matthew McMurdo, 25,000 shares of Common Stock under our 2021 Non-Employee Directors Compensation Plan. Also on January 29, 2024, Andrew Papanicolau, and Patrick Rivard were issued 2,000 and 2,880, respectively, as approved by the previous board of directors prior to the Company’s previous reverse stock split. On January 29, 2024, the current board of directors resolved to issue each of such directors 25,000 additional shares, commensurate with the 25,000 shares issuance to the other directors on January 22, 2024. All of these newly issued shares and to be issued shares of Common Stock are not eligible to vote at the Special Meeting. Furthermore, the amount of beneficial ownership does not include restricted stock units granted under the Company’s 2021 Omnibus Incentive Compensation Plan and 2021 Non-Employee Directors Compensation Plan. Under the terms of such Plans, restricted stock units do not have voting rights and the Company has the right, at its option, to settle any restricted stock units which vest either in cash or in shares of Common Stock.

ITEM 13 – CERTAIN RELATIONSHIPS, RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE

Item 404(d)

Certain Relationships and Related Transactions

Transactions with related persons are governed by our Code of Regulation S-K requires usConduct and Ethics, which applies to disclose any transaction in which the amount involved exceeds the lesserall of (i) $120,000, or (ii) one percentour directors, officers and employees. This code covers a wide range of potential activities, including, among others, conflicts of interest, self-dealing and related party transactions. Waiver of the average of Zoom’s total assets at year endpolicies set forth in this code will only be permitted when circumstances warrant. Such waivers for the last two completed fiscal years, in which Zoom isdirectors and executive officers, or that provide a participant and in which any related person hasbenefit to a director or will have a direct or indirect material interest. A related person is any executive officer, Director, nomineemay be made only by our Board, as a whole, or the Audit Committee. Absent such a review and approval process in conformity with the applicable guidelines relating to the particular transaction under consideration, such arrangements are not permitted. All related party transactions for Director, or holder of 5% or more of our common stock, or an immediate family member of any of those persons.

Since January 1, 2018, Zoom has not been a participantwhich disclosure is required to be provided herein were approved in any transaction that is reportable under Item 404(d) of Regulation S-K.
Policies and Procedures Regarding Review, Approval or Ratification of Related Person Transactions
In accordance with our Audit Committee charter,Code of Conduct and Ethics.


The Company leases office space located at 848 Elm Street, Manchester, NH. The landlord is an affiliate entity owned by Mr. Hitchcock. The two-year facility lease agreement was effective from August 1, 2019, to July 31, 2021 and was extended to July 31, 2022. On July 18, 2022, the lease agreement was amended to a month-to-month lease arrangement and may be terminated by either party with a 60-day notice. The facility lease agreement provides for 2,656 square feet. For the twelve-months period ended December 31, 2023 and 2022, the rent expense was $42 thousand and $33 thousand, respectively.

On November 30, 2022, the Company and Slingshot Capital, LLC (“Slingshot Capital”) entered into a Bridge Loan Agreement (the “Bridge Loan Agreement”) pursuant to which isSlingshot Capital agreed to make available a bridge loan in writing, our Audit Committee is responsible for reviewingthe principal amount up of up to $1,500,000. The Company has drawn down $1,000,000 under the Bridge Loan Agreement. Subject to Slingshot Capital’s sole discretion, the other $500,000 may be drawn by the Company.

On December 6, 2023, the Company and approvingSlingshot Capital entered into a Debt Conversion Agreement (“Conversion Agreement”) pursuant to which the termsCompany agreed to issue 734,343 shares of any related party transactions. The Audit Committee charter sets forth the standards, policies and procedures that we followCompany’s common stock (based on $1.533 per share) (the “Shares”) in exchange for the review, approval or ratificationcancellation of any related person transactiona total principal amount of $1,000,000 (“Principal Amount”) outstanding under the Bridge Loan Agreement and Bridge Term Note (collectively, the “Loan Agreements”), with Slingshot Capital, plus $125,778 in accrued and unpaid interest on such Principal Amount as of December 6, 2023. The price per share used in the exchanged was determined by the weighted average price per share and trade volume on September 13, 2023 and November 28, 2023.

Slingshot Capital is owned by the Company’s former Chairperson of the Board and a former Board of Director, Jeremy Hitchcock and Elizabeth Hitchcock, respectively.

Independent Directors

Our board of directors has determined that we are required to report pursuant to Item 404(d)each of Regulation S-KPatrick Rivard, Andrew Papanicolau, David Natan, Avraham Ben-Tzvi, and Matthew McMurdo is independent within the meaning of Rule 5605(a)(2) of the NASDAQ Listing Rules and the rules and regulations promulgated by the SecuritiesSEC. In making its independence determinations, the board of directors sought to identify and Exchange Commission. Anyanalyze all of the facts and circumstances related person transactions would need to be approved byany relationship between a director, his immediate family and our Audit Committee prior to us entering into such a transaction.

company and our affiliates and did not rely on categorical standards other than those contained in the NASDAQ rule referenced above.

ITEM 14 – PRINCIPAL ACCOUNTINGACCOUNTANT FEES AND SERVICES

Audit Committee Policy on Pre-Approval of Services of

Fees to Independent Registered Public Accounting Firm

Firms

The Audit Committee's policyfollowing is a summary of the fees billed to pre-approve all auditus by RSM US LLP and permissible non-auditBF Borgers CPA PC for professional services provided byrendered in the independent registered public accounting firm. These services may include audit services, audit-related services, tax services and other services. Pre-approval is generally provided for up to one year. The Audit Committee may also pre-approve particular services on a case-by-case basis. During our fiscal yearyears ended December 31, 2018, no2022 and 2023, as applicable:

  2022  2023 
Audit Fees $157,768  $336,000 
Audit-Related Fees $

136,320

  $26,250 
Tax Fees  0     
All Other Fees  

42,000

     
Total Fees $336,088  $362,250 

Audit Fees. This category includes the audit of our annual consolidated financial statements, reviews of our financial statements included in our Form 10-Qs and services werethat are normally provided to us by Marcum LLP other than in accordance with the pre-approval procedures described herein.

Principal Accountant Fees and Services
The firm of Marcum LLP served as our independent registered public accounting firm for fiscal years 2018 and 2017.  The table below shows the aggregate fees that the Company paid or accrued for the audit and other services provided by Marcum LLP for the fiscal years ended December 31, 2018 and December 31, 2017: 
FEE CATEGORY 2018  2017 
Audit fees (1)
 $169,060  $159,757 
Audit-related fees (2)
  ––   –– 
Total fees $169,060  $159,757 
(1)Audit Fees.Consists of fees billed for professional services rendered for the audit of Zoom’s consolidated financial statements and review of the interim consolidated financial statements included in quarterly reports and services that are normally provided in connection with statutory filingsits engagements for those years. This category also includes advice on audit and engagements.
(2)accounting matters that arose during, or as a result of, the audit or the review of our interim financial statements.

Audit-Related Fees.ConsistsFees. This category consists of fees billed for assurance and related services by our independent registered public accounting firm that are reasonably related to the performance of the audit or review of Zoom’s consolidatedour financial statements and are not reported above under "Audit Fees"“Audit Fees.” The services for the fees disclosed under this category include consents regarding equity issuances.

Tax Fees.

All This category typically consists of professional services rendered by Marcum LLPour independent registered public accounting firm for tax compliance and tax advice.

All Other Fees. This category includes aggregate fees billed in each of the last two fiscal years 2017for products and 2018 were permissible under applicable lawsservices provided by either RSM US LLP or BF Borgers CPA PC., other than the services reported in the categories above.

Pre-Approval Policies and regulations,Procedures

Our audit committee pre-approves all auditing services and were pre-approvedall permitted non-auditing services (including the fees and terms thereof) to be performed by our independent registered public accounting firm, except for de minimis non-audit services that are approved by the Audit Committee.

audit committee prior to the completion of the audit. The audit committee may form and delegate authority to subcommittees consisting of one or more members when appropriate, including the authority to grant pre-approvals of audit and permitted non-auditing services, provided that decisions of such subcommittee to grant pre-approval is presented to the full audit committee at its next scheduled hearing.


PART IV

ITEM 15 - EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a)

Item 15. Exhibits and Consolidated Financial Statement Schedules

The following documents are filed as part of this Annual Report on Form 10-K/A:

(1)
Financial Statements—report:

(1)Financial Statements

No financial statements are filed with this Form 10-K/A. The financial statements and notes theretoAmendment No. 1. These items were included as part of the 10-KOriginal Filing.

(2)Financial Statement Schedules

None.

(3)Exhibits

The exhibits listed in the Original Filing are required by Item 601 of Regulation S-K. A list of the exhibits filed with the SEC on April 1, 2019.

(2)
Financial Statement Schedules—Supplemental schedulesthis Amendment No.1 are not provided because of the absence of conditions under which they are required or because the required information is given in the financial statements or notes thereto.
(3)
Exhibits: See Item 15(b) below.
(b) Exhibits: See Exhibit Index.
��
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INDEX TO EXHIBITS
Set forth below is a list of exhibits that are being filed or incorporated by reference into this Annual Report on Form 10-K/A:

Exhibit No.
Description
2.1Separation and Distribution Agreement by and between Zoom Technologies, Inc. and Zoom Telephonics, Inc. (incorporated by reference to annex B of the preliminary proxy statement filed by Zoom Technologies, Inc. May 13, 2009).*
31.1 
3.1
FormCertification of AmendedChief Executive Officer and Restated Certificate of Incorporation of Zoom Telephonics, Inc. (incorporated by reference to Exhibit 3.1 to Zoom Telephonics, Inc. Registration Statement on Form 10, filed with the Commission on September 4, 2009). *
3.2
Amendment to Amended and Restated Certificate of Incorporation of Zoom Telephonics, Inc. (incorporated by the reference to Exhibit 3.1 to the Form 8-K filed by the Company on November 18, 2015)*
3.3
Certificate of Designation of Series A Junior Participating Preferred Stock (incorporated by reference to Exhibit 3.2 to the Form 8-K filed by the Company on November 18, 2015)*
3.4
By-Laws of Zoom Telephonics, Inc. (incorporated by referenced to Exhibit 3.2 to Zoom Telephonics, Inc. Registration Statement on Form 10 filed with the Commission on September 4, 2009).*
4.1
Section 382 Rights Agreement, dated as of November 18, 2015, between Zoom Telephonics, Inc. and Computershare Trust Company, N.A., which includes the Form of Certificate of Designation of Series A Preferred Stock as Exhibit A, the Form of Right Certificate as Exhibit B and the Summary of Rights to Purchase Preferred Stock as Exhibit C (incorporated by reference to Exhibit 4.1 to the Form 8-K filed by the Company on November 18, 2015)*
10.1
Zoom Telephonics, Inc. 2009 Stock Option Plan (incorporated by reference to Appendix B to the Definitive Proxy Statement filed with the Commission on April 30, 2013).* **
10.2
Zoom Telephonics, Inc. 2009 Directors Stock Option Plan (incorporated by reference to Appendix C to the Definitive Proxy Statement filed with the Commission on April 30, 2013).* **

10.3
Form of director option grantChief Financial Officer pursuant to Zoom Telephonics, Inc. 2009 Directors Stock Option Plan (incorporated by reference to Exhibit 4.3 to the Form 8-K dated December 16, 2009).* **
10.4
Form of incentive stock option grantExchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Zoom Telephonics, Inc. 2009 Stock Option Plan (incorporated by reference to Exhibit 4.4 to the Form 8-K dated December 16, 2009).* **
10.5
Form of non-qualified stock option grant pursuant to Zoom Telephonics, Inc. 2009 Stock Option Plan (incorporated by reference to Exhibit 4.5 to the Form 8-K dated December 16, 2009).* **
10.6
Severance Agreement between Zoom Telephonics, Inc. and Frank B. Manning (incorporated by reference to Exhibit 10.1 to the 10-Q filed on May 14, 2010)* **
10.7
Severance Agreement between Zoom Telephonics, Inc. and Deena Randall (incorporated by reference to Exhibit 10.3 to the 10-Q filed on May 14, 2010)* **
10.8
Severance Agreement between Zoom Telephonics, Inc. and Terry Manning (incorporated by reference to Exhibit 10.4 to the 10-Q filed on May 14, 2010)* **
10.9
Financing Agreement, dated December 18, 2012, between Zoom Telephonics, Inc. and Rosenthal & Rosenthal, Inc. (incorporated by reference to Exhibit 10.1 to the Form 8-K dated December 21, 2012)*
10.10
Intellectual Property Security Agreement, dated December 18, 2012, between Zoom Telephonics, Inc. and Rosenthal & Rosenthal, Inc. (incorporated by reference to Exhibit 10.2 to the Form 8-K dated December 21, 2012)*
10.11
Amendment dated March 25, 2014, effective January 1, 2013 to Financing Agreement, dated December 18, 2012, between Zoom Telephonics, Inc. and Rosehthal & Rosenthal, Inc. (incorporated by reference to Exhibit 10.1 to the Form 8-K filed by the Company on November 3, 2015)*
10.12
Amendment dated October 29, 2015, effective January 1, 2013, to Financing Agreement, dated December 18, 2012, between Zoom Telephonics, Inc. and Rosenthal & Rosenthal, Inc. (incorporated by reference to Exhibit 10.1 to the Form 8-K filed by the Company on November 3, 2015)*

10.13
Form of Common Stock Subscription Agreement (incorporated by reference to Exhibit 10.2 to the Form 8-K filed by the Company on September 28, 2015)*
10.14
Amendment dated July 19, 2016 to Financing Agreement, dated December 18, 2012, between Zoom Telephonics, Inc. and Rosenthal & Rosenthal, Inc. (incorporated by reference to Exhibit 10.1 to the Form 8-K filed by the Company on July 25, 2016)*
10.15
Amendment dated September 1, 2016 to Financing Agreement, dated December 18, 2012, between Zoom Telephonics, Inc. and Rosenthal & Rosenthal, Inc. (incorporated by reference to Exhibit 10.1 to the Form 8-K filed by the Company on September 8, 2016)*
10.16
Form of Common Stock Subscription Agreement (incorporated by reference to Exhibit 10.1 to the Form 8-K filed by the Company on September 26, 2016)*
10.17†
License Agreement, dated May 13, 2015, between Zoom Telephonics, Inc. and Motorola Mobility LLC (incorporated by reference to Exhibit 10.3 to the Form 10-Q/A filed by the Company on December 6, 2016)*
10.18†
Amendment to License Agreement, dated August 16, 2016, between Zoom Telephonics, Inc. and Motorola Mobility LLC (incorporated by reference to Exhibit 10.4 to the Form 10-Q/A filed by the Company on December 6, 2016)*
10.19†
Amendment to License Agreement, dated August 21, 2017, between Zoom Telephonics, Inc. and Motorola Mobility LLC (incorporated by reference to Exhibit 10.1 to the Form 10-Q filed by the Company on November 9, 2017)*
10.20
Employment Agreement between Zoom Telephonics, Inc. and Joseph Wytanis (incorporated by reference to Exhibit 10.1 to the Form 10-Q filed by the Company on October 18, 2018)*
21.1
Subsidiaries (incorporated by reference to Exhibit 21.1 to our Annual Report on Form 10-K filed April 1, 2019)*
23.1
Independent Registered Public Accounting Firm’s Consent (incorporated by reference to Exhibit 23.1 to our Annual Report on Form 10-K filed April 1, 2019)*
31.1***
CEO Certification, Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
104 
32.1***
CFO Certification, Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1††
CEOCover Page Interactive Data File (formatted as Inline XBRL and CFO Certification, Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (incorporated by reference tocontained in Exhibit 32.1 to our Annual Report on Form 10-K filed April 1, 2019)*
101.INS
XBRL Instance Document (incorporated by reference to Exhibit 101.INS to our Annual Report on Form 10-K filed April 1, 2019)*
101.SCH
XBRL Taxonomy Extension Schema Document (incorporated by reference to Exhibit 101.SCH to our Annual Report on Form 10-K filed April 1, 2019)*
101.CAL
XBRL Taxonomy Extension Calculation Linkbase Document (incorporated by reference to Exhibit 101.CAL to our Annual Report on Form 10-K filed April 1, 2019)*
101.DEF
XBRL Taxonomy Extension Definition Linkbase Document (incorporated by reference to Exhibit 101.DEF to our Annual Report on Form 10-K filed April 1, 2019)*
101.LAB
XBRL Taxonomy Extension Label Linkbase Document (incorporated by reference to Exhibit 101.LAB to our Annual Report on Form 10-K filed April 1, 2019)*
101.PRE
XBRL Taxonomy Extension Presentation Linkbase Document (incorporated by reference to Exhibit 101.PRE to our Annual Report on Form 10-K filed April 1, 2019)*
101)

*In accordance with Rule 12b-32 under the Securities Exchange Act of 1934, as amended, reference is made to the documents previously filed with the Securities and Exchange Commission, which documents are hereby incorporated by reference.
**Compensation Plan or Arrangement.
***Filed herewith.
†Confidential portions of this exhibit have been redacted and filed separately with the SEC pursuant to a confidential treatment request in accordance with Rule 24b-2 of the Securities Exchange Act of 1934, as amended.
††This certification shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liability of that section, nor shall it be deemed to be incorporated by reference into any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934.
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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 
ZOOM TELEPHONICS,MINIM, INC.
(Registrant)
 (Registrant)
   
Date: April 30, 201929, 2024By:
/s/ Frank B. Manning
Jeremy Hitchcock
  
Frank B. Manning, Chief Executive Officer and Acting Chief Financial Officer
(Principal Executive Officer and Principal Financial and Accounting Officer)
Jeremy Hitchcock,
  
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
Signature
Title
Date
/s/ Frank B. Manning
Principal Executive Officer Principal Financial and Accounting Officer, Acting Chief Financial Officer, and Chairman of the Board
 April 30, 2019
Frank B. Manning
/s/ Joseph Donovan
Director
April 30, 2019
Joseph Donovan
/s/ Philip Frank
Director
April 30, 2019
Philip Frank
/s/ Peter R. Kramer 
Director
April 30, 2019
Peter Kramer
/s/ Peter Sykes
Director
April 30, 2019
Peter Sykes

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