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Combination leverages Zoom’s cable modem and WiFi hardware leadership, operated under a Motorola brand license, with Minim’s innovative software, bringing intelligent connectivity to businesses and consumers as part of the $355.1 billion global broadband services market 

BOSTON, MASS., Nov. 12, 2020 (GLOBE NEWSWIRE) — via NewMediaWire — Zoom Telephonics, Inc. (“Zoom”) (OTCQB: ZMTP), a leading creator of cable modems and other Internet access products under the Motorola brand, today announced the signing of a definitive merger agreement pursuant to which Zoom will acquire Minim Inc. (“Minim”), a leading AI-driven WiFi management and IoT security platform for homes, SMBs, and broadband service providers.

Under the terms of the agreement, the two companies will merge in a non-cash, stock transaction valuing Minim at $30 million. The percentage of Zoom shares issued to Minim stockholders will be based on a reference to a weighted average price of Zoom stock as of November 10, 2020 and as negotiated by the parties.

The Minim® platform offers a turn-key WiFi management solution for ISPs to reduce support costs and increase revenue with digitally-transformed support and value-added services. Its usable web and mobile apps, built on proprietary IoT fingerprinting technology, also empower distributed businesses to secure and manage the new corporate edge (the remote employee home). Already integrated with 5G-enabled hardware and offering a full API suite, the Minim platform has been designed for ultra-extensibility as wireless technology advances.

The combined company will benefit from a management team with experience in scaling technology companies, led by Jeremy Hitchcock, Zoom’s Executive Chairperson and largest stockholder and Chairman and largest stockholder of Minim, and Minim CEO Gray Chynoweth, who together drove the global expansion of Dyn through to its successful acquisition by Oracle.

“The consumer networking space has a profound need for security and network management, especially given the rise of remote working and smart home devices,” said Jeremy Hitchcock. “By integrating our collective IP and product development roadmap, we are offering greater performance, innovation, and price with a globally-recognized technology brand. We’re very excited about the opportunities this business combination makes possible for us in addressing a multi-billion dollar global market.”

The merger combines Minim’s B2B sales channels with Zoom’s retail channels. Minim’s sales channels include more than 120 ISPs and their 2.35M+ subscribers and business technology resellers.  Zoom’s D2C channels include leading retailers such as Amazon, Best Buy, Target and Walmart. The combined company will also leverage Minim’s established partner relations with the Microsoft Airband Initiative, a program designed to close the digital divide; Irdeto, the globally-leading security provider to operators; and Telarus, the largest privately-held IT product distributor in the U.S.

“The combined company’s end-to-end product expertise, industry relationships, and subscription service model is expected to dramatically accelerate our ability to drive value for our customers and return for our shareholders,” said Minim CEO Gray Chynoweth. “This is a proven team with a clear strategy to address a large and rapidly-growing market and the ability to execute at a time when secure home connectivity has never been more important.” 

The merger agreement and the merger were unanimously approved by a special committee of independent members of Zoom’s board of directors that oversaw, reviewed and evaluated the transaction, and thereafter unanimously approved by Zoom’s board of directors.  Minim’s board of directors also approved the merger agreement and the merger. The transaction is expected to close by the end of 2020 and is subject to customary closing conditions.

B. Riley Securities, Inc. served as financial advisor, and Richards, Layton & Finger PA served as legal counsel, to the special committee of independent directors of Zoom, while Nixon Peabody LLP served as legal counsel to Zoom on the transaction. Goodwin Procter LLP acted as legal counsel to Minim. 

Investors are directed to Zoom’s filings with the Securities and Exchange Commission at http://www.sec.gov for additional information concerning the merger and merger agreement.

About Zoom

Zoom Telephonics, Inc. (OTCQB: ZMTP) is the creator of innovative Internet access products that dependably connect people to the information they need and the people they love. Founded in 1977 in Boston, MA, the company now delivers cable modems, routers, and other communications products under the globally recognized Motorola brand. For more information about Zoom and its products, please visit www.zoom.net and www.motorolanetwork.com.

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

About Minim

Minim® is a cloud WiFi management platform that enables and secures a better-connected home. The company’s award-winning subscription services provide usable and intuitive applications integrated with best-in-class hardware. Minim customers benefit from a personalized and secure WiFi experience, leading to happy and productive homes where things just work. The company’s self-learning platform employs proprietary fingerprinting and behavioral models to detect threats and performance issues without compromising privacy. Minim is now partnering with ISPs, managed service providers, and distributed businesses who want to help make home connectivity as safe and reliable as drinking water. To learn more, visit https://www.minim.co.

Forward Looking Statements

This release contains forward-looking information relating to Zoom’s plans, expectations, and intentions, including statements about the expected timing, completion and effects of the merger with Minim (the “Minim Acquisition”). Actual results may be materially different from expectations as a result of known and unknown risks, including: the occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreement for the Minim Acquisition, risks associated with Zoom’s potential inability to realize intended benefits of the Minim Acquisition, the potential increase in tariffs on the Company’s imports; potential difficulties and supply interruptions from moving the manufacturing of most of the Company’s products to Vietnam; potential changes in NAFTA; the potential need for additional funding which Zoom may be unable to obtain; declining demand for certain of Zoom’s products; delays, unanticipated costs, interruptions or other uncertainties associated with Zoom’s production and shipping; Zoom’s reliance on several key outsourcing partners; uncertainty of key customers’ plans and orders; risks relating to product certifications; Zoom’s dependence on key employees; uncertainty of new product development, including certification and overall project delays, budget overruns, and 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; and other risks set forth in Zoom’s filings with the Securities and Exchange Commission. Zoom cautions readers not to place undue reliance upon any such forward-looking statements, which speak only as of the date made. Zoom expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any such statements to reflect any change in Zoom’s expectations or any change in events, conditions or circumstance on which any such statement is based.

Investor Relations Contact:

Jacquelyn Barry Hamilton, CFO Zoom Telephonics, Inc.

Phone: 617-753-0040

Email: [email protected]

NEW YORK, Nov. 12, 2020 (GLOBE NEWSWIRE) — Bragar Eagel & Squire, P.C., a nationally recognized shareholder rights law firm, is investigating potential claims against Biogen, Inc. (NASDAQ: BIIB) on behalf of Biogen stockholders. Our investigation concerns whether Biogen has violated the federal securities laws and/or engaged in other unlawful business practices.

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On November 6, 2020, before its meeting with the U.S. Food and Drug Administration (“FDA”), Biogen trading was halted. That same day, Bloomberg published an article, “Biogen Alzheimer’s Drug Fails to Gain FDA Panel’s Backing.” The report stated that “The outside experts voted 8 to 1, with 2 undecided, that data from a single clinical trial with positive results was insufficient to show Biogen’s drug works[,]” and “also voted 10 to 0, with 1 undecided, that the positive study shouldn’t be considered primary proof the drug works in light of conflicting evidence from a different trial.”

Following this news, Biogen stock dropped sharply on the next trading day, November 9, 2020 to close at $236.26 per share.

If you purchased or otherwise acquired Biogen shares and suffered a loss, are a long-term stockholder, have information, would like to learn more about these claims, or have any questions concerning this announcement or your rights or interests with respect to these matters, please contact Brandon Walker, Melissa Fortunato, or Marion Passmore by email at [email protected], or telephone at (212) 355-4648, or by filling out this contact form. There is no cost or obligation to you.

About
Bragar
Eagel
& Squire, P.C.:

Bragar Eagel & Squire, P.C. is a nationally recognized law firm with offices in New York and California. The firm represents individual and institutional investors in commercial, securities, derivative, and other complex litigation in state and federal courts across the country. For more information about the firm, please visit www.bespc.com. Attorney advertising. Prior results do not guarantee similar outcomes.

Contact Information:

Bragar Eagel & Squire, P.C.
Brandon Walker, Esq.
Melissa Fortunato, Esq.
Marion Passmore, Esq.
(212) 355-4648
[email protected]
www.bespc.com

BURLINGAME, Calif., Nov. 12, 2020 (GLOBE NEWSWIRE) — AeroCentury Corp. (NYSE American: ACY) (the “Company”), an independent aircraft leasing company, released information relating to its indebtedness under its loan facility with MUFG Union Bank, N.A., as Agent.

On October 30, 2020, Drake Asset Management Jersey Limited (“Drake”), purchased all of the indebtedness of AeroCentury Corp. (the “Company”) held by the lenders (the “MUFG Lenders”) under the Fourth Amended and Restated Loan and Security Agreement dated as of May 1, 2020 (the “Loan Agreement”), totalling approximately $87.9 million, as well as all of the Company’s indebtedness to MUFG Bank, Ltd. (approximately $3.1 million) that arose from the termination of interest rate swaps entered into with respect to such Loan Agreement indebtedness.  The purchase and sale was consented to by the Company pursuant to a Consent and Release Agreement of Borrower Parties, entered into by the Company and its subsidiaries (the “Consent”).  The closing of this debt purchase transaction satisfied the requirement under the Loan Agreement for the Company to execute a strategic alternative (“Strategic Alternative”) with respect to the MUFG Loan indebtedness satisfactory to the MUFG Lenders.

On the same day, the Company entered into Amendment No. 1 to the Loan Agreement (“Amendment No. 1”) with Drake and UMB Bank, N.A., the replacement Administrative Agent under the Loan Agreement, to amend the Loan Agreement as follows:

• Deferral of the cash component of the interest payments due under the Loan Agreement, commencing with the payments due for March 2020, and continuing on each consecutive month thereafter, which deferred interest is to be capitalized and added to the principal balance of the indebtedness on each respective interest payment due date, until such time as the indebtedness is repaid.  
• Deletion of the requirement for the Company’s execution of a Strategic Alternative and of the milestones therefor;
• Deletion of the requirement for the Company’s maintenance of a restricted account held with an MUFG Lender to hold aircraft sales proceeds pending application toward the Loan Agreement indebtedness;
• Replacement of references to “MUFG Union Bank, N.A.,” with “UMB, Bank, N.A.”, the new Administrative Agent under the Loan Agreement;
• Requirement of  approval by Drake for any “Material Amendments” to leases for the collateral, defined as any amendment of, or waiver or consent under, any lease involving a modification of lease payments, any reduction in, or waiver or deferral of, Rent, a modification to any residual value guaranty, any modification that adversely affects the collateral or the rights and interests of the lender and/or administrative agent in the collateral, any reduction of any amounts payable to any lender or Agent under any indemnity, or any change to the state of registration of aircraft collateral; and
• Deletion of certain financial reporting requirements and changes to required frequency of certain other surviving reporting requirements.

The full text of each of Consent and the Amendment No. 1 are included as exhibits to a Current Report on Form 8-K report regarding these agreements that was filed on November 2, 2020 (the November 2 8-K”) by the Company with the U.S. Securities and Exchange Commission (“SEC”), and available on the SEC’s Edgar website as well as the Company’s website. The foregoing description of the Amendment No. 1 is intended to be a summary and is qualified in its entirety by the copy of Amendment No. 1 filed as Exhibit 10.2 to the November 2 8-K.

The Company and Drake are currently engaged in discussions regarding the satisfaction and discharge of the Loan Agreement indebtedness. There can be no assurance that the Company and Drake will be able to reach a mutual agreement regarding satisfaction and discharge, or that these discussions will result in any particular outcome.

About Drake: Drake is a specialist investment business focused on the regional aviation sector.  Drake has investments across a wide range of regional aircraft types.  Falko Regional Aircraft Limited (“Falko”) acts as the servicer to Drake and Falko is engaged in discussions with the Company on behalf of Drake regarding the indebtedness.

About AeroCentury: AeroCentury is an independent global aircraft operating lessor and finance company specializing in leasing regional jet and turboprop aircraft and related engines. The Company’s aircraft and engines are leased to regional airlines and commercial users worldwide.

Harold M. Lyons
Chief Financial Officer
(650) 340-1888     

Revenue of $12.0M, the Highest Quarterly Revenue for Zoom Telephonics (OTCQB: ZMTP) to Date

Boston, MA, Nov. 12, 2020 (GLOBE NEWSWIRE) — via NewMediaWire — Zoom Telephonics, Inc. (“Zoom”) (OTCQB: ZMTP), the creator of leading cable modems and other Internet access products under the exclusively licensed Motorola® brand, reported financial results for its 2020 third quarter ended September 30, 2020.

• Net revenue of $12.0M, the highest quarterly revenue for ZMTP to date, representing an 11% increase compared to the same quarter in 2019, and a 17% increase sequentially from Q2 2020.
• GAAP Operating Loss of ($332k), or -2.8% of net revenue, representing a ($94k) difference compared to the same quarter in 2019, but a $1.2M improvement sequentially from Q2 2020.
• Earnings per share of $(0.01), flat in the third quarter of 2019, but represents a 86% improvement sequentially from Q2 2020.

“We are very pleased with this quarter’s results and believe that we are now on a clear path to achieving scale and profitability,” said Jackie Barry Hamilton, CFO of Zoom. “Our balance sheet and cash position are strong; benefiting from a recent PIPE, and we have maintained our working capital levels despite challenges associated with the pandemic.”

Business Outlook

“Our research shows Zoom is holding its position as one of the top three leaders in modems, gateways, and MoCA devices by retail market share,” said Jeremy Hitchcock, Executive Chairman of Zoom’s Board of Directors. “We are seeing strong market tailwinds in home connectivity, underscored in a 45% increase in retailer inventory demand from this time last year. Our inventory position is actively being rebuilt as manufacturing capacity ramps in Vietnam to meet increased customer demand, without tariffs.”

Separately, Zoom today announced that it had reached a definitive agreement to merge with Minim Inc., a private AI-driven WiFi management and security platform.

Conference Call Details Date/Time:

Join us on November 13th, 10:00 a.m. ET.

Participant Dial-In Numbers: (United States):
(877) 706-2128 (International): (706) 643-5255.

Please dial-in five minutes prior to the start time of the call and provide the operator with the conference ID of 4558846

A slide presentation will accompany management’s remarks and will be accessible five minutes prior to the start of the call via the following link: www.zoom.net/SQ320. A recording of the call will also be made available afterwards through the investor information section of the company’s website.

About Zoom Telephonics

Zoom Telephonics, Inc. (“Zoom”) (OTCQB: ZMTP) is the creator of innovative Internet access products that dependably connect people to the information they need and the people they love. Founded in 1977 in Boston, MA, the company now delivers cable modems, routers, and other communications products under the globally recognized Motorola brand. For more information about Zoom and its products, please visit www.zoom.net and www.motorolanetwork.com.

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

Forward Looking Statements

This release contains forward-looking information relating to Zoom’s plans, expectations, and intentions. Actual results may be materially different from expectations as a result of known and unknown risks, including: the potential increase in tariffs on the Company’s imports; potential difficulties and supply interruptions from moving the manufacturing of most of the Company’s products to Vietnam; potential changes in NAFTA; the potential need for additional funding which Zoom may be unable to obtain; declining demand for certain of Zoom’s products; delays, unanticipated costs, interruptions or other uncertainties associated with Zoom’s production and shipping; Zoom’s reliance on several key outsourcing partners; uncertainty of key customers’ plans and orders; risks relating to product certifications; Zoom’s dependence on key employees; uncertainty of new product development, including certification and overall project delays, budget overruns, and 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; and other risks set forth in Zoom’s filings with the Securities and Exchange Commission. Zoom cautions readers not to place undue reliance upon any such forward-looking statements, which speak only as of the date made. Zoom expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any such statements to reflect any change in Zoom’s expectations or any change in events, conditions or circumstance on which any such statement is based.

Investor Relations Contact:

Jacquelyn Barry Hamilton, CFO Zoom Telephonics, Inc.
Phone: 617-753-0040
Email: [email protected]

ZOOM TELEPHONICS, INC.

Condensed Consolidated Balance Sheets

ZOOM TELEPHONICS, INC.

Condensed Consolidated Statements of Operations

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