Form 10-Q - Quarterly report [Sections 13 or 15(d)]

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended June 30, 2023

☐ 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 1-37649

MINIM, INC.

(Exact Name of Registrant as Specified in its Charter)

Delaware		04-2621506
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification No.)

848 Elm Street, Manchester, NH		03101
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s Telephone Number, Including Area Code: (833) 966-4646

(Former Name or Former Address, if Changed Since Last Report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, $0.01 per share		MINM		The Nasdaq Capital Market

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 (§232.405 of this chapter) 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 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.

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 is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ☐ No ☒

The number of shares outstanding of the registrant’s Common Stock, $.01 par value, as of November 9, 2023, was 1,898,468 shares.

MINIM, INC. AND SUBSIDIARIES

INDEX

		Page

Part I - Financial Information

ITEM 1.	FINANCIAL STATEMENTS	3

	Condensed Consolidated Balance Sheets (Unaudited)	3

	Condensed Consolidated Statements of Operations (Unaudited)	4

	Condensed Consolidated Statements of Stockholders’ Equity (Unaudited)	5

	Condensed Consolidated Statements of Cash Flows (Unaudited)	6

	Notes to Condensed Consolidated Financial Statements (Unaudited)	7

ITEM 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	17

ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	24

ITEM 4.	CONTROLS AND PROCEDURES	24

Part II - Other Information

ITEM 1.	LEGAL PROCEEDINGS	25

ITEM 1A.	RISK FACTORS	25

ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	25

ITEM 3.	DEFAULTS UPON SENIOR SECURITIES	25

ITEM 4.	MINE SAFETY DISCLOSURES	25

ITEM 5.	OTHER INFORMATION	25

ITEM 6.	EXHIBITS	26

SIGNATURES		27

PART I - FINANCIAL INFORMATION

ITEM 1.

FINANCIAL STATEMENTS

MINIM, INC. AND SUBSIDIARIES

Condensed Consolidated Balance Sheets

	June 30, 2023 (Unaudited)			December 31, 2022

ASSETS
Current assets
Cash and cash equivalents	$	281,625		$	530,110
Restricted cash		500,000			500,000
Accounts receivable, net of allowance of doubtful accounts of $209,710 and $138,331 as of June 30, 2023 and December 31, 2022, respectively		1,931,623			2,758,406
Inventories		18,472,097			25,415,206
Prepaid expenses and other current assets		240,778			360,735
Total current assets		21,426,123			29,564,457

Equipment, net		617,574			636,973
Operating lease right-of-use assets, net		94,250			173,480
Intangible assets, net		41,920			73,301
Other assets		584,414			511,795
Total assets	$	22,764,281		$	30,960,006

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities
Bank credit line	$	2,432,735		$	4,758,663
Accounts payable		8,725,022			2,837,191
Bridge loan agreement		1,000,000			1,000,000
Current maturities of operating lease liabilities		94,251			150,968
Accrued expenses		2,129,335			4,440,724
Deferred revenue, current		787,211			633,542
Total current liabilities		15,168,554			13,821,088

Operating lease liabilities, less current maturities		—			22,512
Deferred revenue, noncurrent		694,108			771,738
Total liabilities		15,862,662			14,615,338

Commitments and Contingencies (Note 7)		-			-

Stockholders’ equity
Preferred Stock, authorized: 2,000,000 shares at $0.01 par value; 0 shares issued and outstanding		—			—
Common Stock, authorized: 60,000,000 shares at $0.01 par value; issued and outstanding: 1,888,274 shares at June 30, 2023 and 1,877,970 shares at December 31, 2022 respectively		471,890			469,492
Additional paid-in capital		90,932,721			90,710,030
Accumulated deficit		(84,502,992	)		(74,834,854	)
Total stockholders’ equity		6,901,619			16,344,668
Total liabilities and stockholders’ equity	$	22,764,281		$	30,960,006

See accompanying notes to condensed consolidated financial statements.

MINIM, INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Operations

(Unaudited)

	2023			2022			2023			2022
	Three Months Ended June 30,						Six Months Ended June 30,
	2023			2022			2023			2022

Net sales	$	7,194,757		$	12,863,768		$	17,946,541		$	26,163,023
Cost of goods sold		6,708,857			10,325,007			14,851,438			19,433,025
Gross profit		485,900			2,538,761			3,095,103			6,729,998

Operating expenses:
Selling and marketing		3,588,709			3,831,608			7,312,521			7,483,634
General and administrative		1,170,520			1,618,613			2,496,984			3,069,645
Research and development		1,186,801			1,374,408			2,671,200			2,916,990
Total operating expenses		5,946,030			6,824,629			12,480,705			13,470,269

Operating loss		(5,460,130	)		(4,285,868	)		(9,385,602	)		(6,740,271	)

Other expense:
Interest expense, net		112,575			89,972			257,560			168,070
Total other expense		112,575			89,972			257,560			168,070

Loss before income taxes		(5,572,705	)		(4,375,840	)		(9,643,162	)		(6,908,341	)

Income taxes		24,976			50,719			24,976			56,719

Net loss	$	(5,597,681	)	$	(4,426,559	)	$	(9,668,138	)	$	(6,965,060	)

Net loss per share:
Basic and diluted	$	(2.96	)	$	(2.39	)	$	(5.13	)	$	(3.77	)

Basic and diluted weighted average common and common equivalent shares		1,888,274			1,853,796			1,884,195			1,847,253

See accompanying notes to condensed consolidated financial statements.

MINIM, INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Stockholders’ Equity

(Unaudited)

For the six months ended June 30, 2023

	Shares		Amount		Capital			Deficit			Total
	Common Stock				Additional Paid In			Accumulated
	Shares		Amount		Capital			Deficit			Total

Balance at December 31, 2022		1,877,970	$	469,492		90,710,030			(74,834,854	)		16,344,668

Net loss		—		—		—			(4,070,457	)		(4,070,457	)
Common stock issued for vested restricted units		9,565		2,391		(2,391	)		—			—
Stock-based compensation		—		—		123,500			—			123,501
Balance at March 31, 2023		1,887,535		471,883		90,831,139			(78,905,311	)		12,397,711
Net loss		—		—		—			(5,597,681	)		(5,597,681	)
Common stock issued for vested restricted stock units		739		7		(7	)		—			—
Stock-based compensation		—		—		101,589			—			101,589
Balance at June 30, 2023		1,888,274	$	471,890	$	90,932,721		$	(84,502,992	)	$	6,901,619

For the six months ended June 30, 2022

	Common Stock				Additional Paid In		Accumulated
	Shares		Amount		Capital		Deficit			Total

Balance at December 31, 2021		1,835,402	$	458,850	$	89,313,273	$	(59,285,610	)	$	30,486,513

Net loss		—		—		—		(2,538,500	)		(2,538,500	)
Stock option exercises		7,231		1,807		97,362		—			99,169
Stock-based compensation		—		—		562,875		—			562,875
Balance at March 31, 2022		1,842,633	$	460,657	$	89,973,510	$	(61,824,110	)	$	28,610,057
Net loss		—		—		—		(4,426,559	)		(4,426,559	)
Stock option exercises, net		10,005		2,501		135,134		—			137,635
Stock-based compensation		—		—		272,480		—			272,480
Balance at June 30, 2022		1,852,638	$	463,158	$	90,381,124	$	(66,250,669	)	$	24,593,613

See accompanying notes to condensed consolidated financial statements.

MINIM, INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Cash Flows

(Unaudited)

	2023			2022
	Six Months Ended June 30,
	2023			2022
Cash flows used in operating activities:
Net loss	$	(9,668,138	)	$	(6,965,060	)

Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		338,024			433,845
Amortization of right-of-use assets		79,230			91,965
Amortization of debt issuance costs		21,407			35,407
Amortization of sales contract costs		—			19,209
Stock based compensation		225,089			835,355
Provision for accounts receivable allowances		71,379			(5,816	)
Provision for inventory valuation adjustment		—			370,308

Changes in operating assets and liabilities:
Accounts receivable		755,404			(1,383,166	)
Inventories		6,943,109			(819,885	)
Prepaid expenses and other current assets		119,982			141,352
Other assets		22,223			27,489
Accounts payable		5,887,831			(1,104,566	)
Accrued expenses		(2,311,414	)		(500,865	)
Deferred revenue		76,039			367,817
Operating lease liabilities		(79,229	)		(92,636	)
Net cash provided by (used in) operating activities		2,480,936			(8,549,247	)

Cash flows from investing activities:
Purchases of equipment		(162,490	)		(130,864	)
Certification costs capitalized		(219,595	)		(329,356	)
Net cash used in investing activities		(382,085	)		(460,220	)

Cash flows from financing activities:
Net proceeds from (payment on) the bank credit line		(2,347,336	)		453,582
Repayment of government loan		—			(34,252	)
Proceeds from stock option exercises		—			236,802
Net cash provided by (used in) financing activities		(2,347,336	)		656,132

Net increase (decrease) in cash and cash equivalents		(248,485	)		(8,353,335	)
Cash, cash equivalents, and restricted cash - Beginning		1,030,110			13,070,445

Cash, cash equivalents, and restricted cash - Ending	$	781,625		$	4,717,110

Supplemental disclosures of cash flow information:

Cash paid during the period for:
Interest	$	154,882		$	167,703
Income taxes	$	24,976		$	56,719

Cash is reported on the consolidated statements of cash flows as follows:

Cash and cash equivalents	$	281,625		$	4,217,110
Restricted cash		500,000			500,000
Total cash, cash equivalents and restricted cash	$	781,625		$	4,717,110

See accompanying notes to condensed consolidated financial statements.

MINIM, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(Unaudited)

(1) NATURE OF OPERATIONS AND BASIS OF PRESENTATION

Minim, Inc. and its wholly owned subsidiaries, Cadence Connectivity, Inc., MTRLC LLC, and Minim Asia Private Limited, are herein collectively referred to as “Minim” or the “Company”. The Company delivers intelligent networking products that reliably and securely connect homes and offices around the world. We are the exclusive global license holder to the Motorola brand for home networking hardware. The Company designs and manufactures products including cable modems, cable modem/routers, mobile broadband modems, wireless routers, Multimedia over Coax (“MoCA”) adapters and mesh home networking devices. Our AI-driven cloud software platform and applications make network management and security simple for home and business users, as well as the service providers that assist them— leading to higher customer satisfaction and decreased support burden.

On January 21, 2022, Zoom Connectivity, Inc. filed with the Secretary of State of the State of Delaware a Certificate of Amendment to its Certificate of Incorporation to change its legal corporate name from “Zoom Connectivity, Inc.” to “Cadence Connectivity, Inc.”, effective as of January 21, 2022.

Basis of Presentation

The accompanying unaudited consolidated financial statements of the Company have been prepared in accordance with the requirements of the U.S. Securities and Exchange Commission (“SEC”) for interim reporting. As permitted under those rules, certain footnotes or other financial information that are normally required by U.S. generally accepted accounting principles (“GAAP”) can be condensed or omitted. In the opinion of management, the financial statements include all normal and recurring adjustments that are considered necessary for the fair presentation of the Company’s financial position and operating results. All intercompany balances and transactions have been eliminated in consolidation. The information included in this Quarterly Report on Form 10-Q should be read in conjunction with the audited financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022.

The results of the Company’s operations can vary during each quarter of the year. Therefore, the results and trends in these interim financial statements may not be the same as those for the full year or any future periods.

Certain prior year amounts have been reclassified to conform to the current year presentation. None of the reclassifications impacted the condensed consolidated statements of operations for the three-months and six months ended June 30, 2023.

On April 17, 2023, the Company effected a 25:1 reverse stock split for each share of common stock issued and outstanding. All shares and associated amounts have been retroactively restated to reflect the stock split.

Liquidity

The Company’s operations have historically been financed through the issuance of common stock and borrowings. Since inception, the Company has incurred significant losses and negative cash flows from operations. During the nine months ended June 30, 2023, the Company incurred a net loss of $9.7 million and had positive cash flows from operating activities of $2.5 million. As of June 30, 2023, the Company had an accumulated deficit of $84.5 million and cash and cash equivalents of $0.3 million. The Company implemented cost reduction plans to align its cost structure to its sales and increase its liquidity. The Company will continue to monitor its cost in relation to its sales and adjust its cost structure accordingly. The Company’s financial position and operating results raise substantial doubt about the Company’s ability to continue as a going concern. The Company believes it does not have sufficient resources through its cash and cash equivalents, other working capital and borrowings under its SVB line-of-credit to continue as a going concern through at least one year from the issuance of these financial statements.

(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The Company’s significant accounting policies are disclosed in its Annual Report on Form 10-K for the year ended December 31, 2022. The Company’s significant accounting policies did not change during the six months ended June 30, 2023.

Recently Issued Accounting Standards

In June 2016, the FASB issued ASU No. 2016-13, “Financial Instruments Credit Losses — Measurement of Credit Losses on Financial Instruments.” ASU 2016-13 requires a financial asset (or group of financial assets) measured at amortized cost basis to be presented at the net amount expected to be collected, which includes the Company’s accounts receivable. This ASU is effective for the Company for reporting periods beginning after December 15, 2022. The Company is currently assessing the potential impact that the adoption of this ASU will have on its consolidated financial statements.

There have been no other new accounting pronouncements that have significance, or potential significance, to the Company’s financial position, results of operations and cash flows.

(3) REVENUE AND OTHER CONTRACTS WITH CUSTOMERS

Revenue is recognized for each distinct performance obligation as control is transferred to the customer. Revenue attributable to hardware products bundled with Software-as-a-Service (“SaaS”) offerings are recognized at the time control of the product transfers to the customer. The transaction price allocated to the SaaS offering is recognized ratably beginning when the customer is expected to activate their account and over a three-year period that the Company has estimated based on the expected replacement of the hardware.

Transaction Price Allocated to the Remaining Performance Obligations

The remaining performance obligations represent the transaction price allocated to performance obligations that are unsatisfied or partially unsatisfied as of the end of the reporting period. Unsatisfied and partially unsatisfied performance obligations consist of contract liabilities, in-transit orders with destination terms, and non-cancellable backlog. Non-cancellable backlog includes goods for which customer purchase orders have been accepted, that are scheduled or in the process of being scheduled for shipment, and that are not yet invoiced.

Contract costs

The Company recognizes the incremental costs of obtaining a contract with a customer if the Company expects the benefit of those costs to be longer than one year. The Company has determined that certain sales commissions meet the requirements to be capitalized, and the Company amortizes these costs on a consistent basis with the pattern of transfer of the goods and services in the contract. Total capitalized costs to obtain a contract were immaterial during the periods presented and are included in other current and long-term assets on our condensed consolidated balance sheets.

The Company applies a practical expedient to expense costs as incurred for costs to obtain a contract when the amortization period is one year or less. These costs include sales commissions on SaaS contracts with a contract period of one year or less as sales commissions on contract renewals are commensurate with those paid on the initial contract.

Contract Balances

The Company records accounts receivable when it has an unconditional right to the consideration. Contract liabilities consist of deferred revenue, which represents payments received in advance of revenue recognition related to SaaS agreements and for prepayments for products or services yet to be delivered.

Payment terms vary by customer. The time between invoicing and when payment is due is not significant. For certain products or services and customer types, payment is required before the products or services are delivered to the customer.

The following table reflects the contract balances as of the periods ended:

SCHEDULE OF CONTRACT BALANCES

	June 30, 2023		December 31, 2022

Deferred revenue, current	$	787,211	$	633,542
Deferred revenue, noncurrent	$	694,108	$	771,738

During the six months ended June 30, 2023, the change in contract balances was as follows:

SCHEDULE OF CHANGE IN CONTRACT BALANCES

Balance at December 31, 2022	$	1,405,280
Billings		450,039
Revenue recognized		(373,999	)
Balance at June 30, 2023	$	1,481,319

Disaggregation of Revenue

The following table sets forth our revenues by distribution channel:

	2023		2022		2023		2022
	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022

Retailers	$	6,566,682	$	12,743,191	$	16,848,031	$	25,084,480
Distributors		126,079		62,170		171,043		369,377
Other		501,996		58,407		927,467		709,166
Revenues	$	7,194,757	$	12,863,768	$	17,946,541	$	26,163,023

The following table sets forth our revenues by product:

	2023		2022		2023		2022
	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022

Cable modems & gateways	$	6,887,777	$	12,214,502	$	17,461,832	$	25,097,550
Other networking products		233,145		502,941		324,776		775,507
SaaS		73,835		146,325		159,933		289,966
Revenues	$	7,194,757	$	12,863,768	$	17,946,541	$	26,163,023

(4) BALANCE SHEET COMPONENTS

Inventories

Inventories, net consists of the following:

SCHEDULE OF INVENTORIES

	June 30, 2023		December 31, 2022
Materials	$	282,696	$	397,133
Work in process		3,159,990		5,842,251
Finished goods		15,029,411		19,175,822
Total	$	18,472,097	$	25,415,206

Finished goods includes consigned inventory held by our customers of $3.5 million and $4.2 million at June 30, 2023 and December 31, 2022, respectively, and includes $0 in-transit inventory at June 30, 2023 and December 31, 2022, respectively. The Company reviews inventory for obsolete and slow-moving products each quarter and makes provisions based on its estimate of the probability that the material will not be consumed or that it will be sold below cost. The inventory reserves were $2.2 million and $2.5 million as of June 30, 2023 and December 31, 2022, respectively.

Accrued expenses

Accrued expenses consist of the following:

SCHEDULE OF ACCRUED EXPENSES

	June 30, 2023		December 31, 2022
Inventory purchases	$	—	$	24,901
Payroll & related benefits		355,131		430,358
Professional fees		211,291		290,588
Royalty costs		—		1,650,000
Sales allowances		1,185,394		1,226,856
Sales and use tax		81,263		113,200
Other		296,256		704,821
Total accrued other expenses	$	2,129,335	$	4,440,724

(5) BANK CREDIT LINES AND GOVERNMENT LOANS

Bank Credit Line

On March 12, 2021, the Company terminated its Financing Agreement and entered into a loan and security agreement with Silicon Valley Bank (the “SVB Loan Agreement”). On November 1, 2021, the Company entered into the first amendment to the SVB Loan Agreement (the “First Amendment”). The SVB Loan Agreement, as amended, provides for a revolving facility up to a principal amount of $25.0 million. The borrowing base equals the sum of (a) 85.0 percent of eligible customer receivables, plus (b) the least of (i) 60 percent of the value of eligible inventory (valued at cost), (ii) 85% of the net orderly liquidation value of inventory, and (iii) $6.2 million in each, as determined by SVB from the Company’s most recent borrowing base statement; provided that SVB has the right to decrease the foregoing percentages in its good faith business judgment to mitigate the impact of events, conditions, contingencies, or risks which may adversely affect the collateral or its value.

The SVB Loan Agreement is secured by substantially all of the Company’s assets but excludes the Company’s intellectual property. Loans under the credit facility bear interest at a rate per annum equal to (i) at all times when a streamline period is in effect, the greater of (a) one-half of one percent (0.50%) above the Prime Rate or (b) three and three-quarters of one percent (3.75%) and (ii) at all times when a streamline period is not effect, the greater of (a) one percent (1.0%) above the Prime Rate and (b) four and one-quarter of one percent (4.25%).

On December 12, 2022, the Company entered into its second Amendment to the SVB Loan Agreement (the “Second Amendment”). The Second Amendment (i) reduced the aggregate amount available under the revolving credit line from $25 million to $10 million, (ii) extends maturity to January 15, 2024, and (iii) provides a waiver for an existing default under the SVB Loan Agreement by virtue of the Company having entered into a Bridge Loan and Security Agreement dated as of November 23, 2022 by and among Borrower and Slingshot Capital, LLC, under which Borrower incurred certain Indebtedness and granted a Lien to Slingshot Capital.

The Company incurred $143 thousand in origination costs in connection with entering into the SVB Loan Agreement. These origination costs were recorded as a debt discount and are being expensed over the remaining term of the facility. Amortization of debt issuance costs was $6 thousand and $18 thousand for the three months ended June 30, 2023 and 2022, respectively. Amortization of debt issuance costs was $21 thousand and $35 thousand for the six months ended June 30, 2023 and 2022, respectively.

As of June 30, 2023, the Company had $2.4 million outstanding, net of origination costs of $8 thousand, under the SVB Loan Agreement, and this credit line had availability of $25 thousand.

The interest rate on the bank credit lines was 9.25% as of June 30, 2023.

On March 10, 2023, Silicon Valley Bank went into receivership with the Federal Deposit Insurance Corporation (FDIC) and is now the Silicon Valley Bridge Bank. The SVB Loan Agreement has been transferred to Silicon Valley Bridge Bank, and the revolving facility remains accessible to the Company. On March 27, 2023, the SVB Loan Agreement was transferred to First-Citizens Bank & Trust Company (“First-Citizens”) upon which First-Citizens entered into a purchase and assumption agreement for all deposits and loans of Silicon Valley Bridge Bank. The Company has had no business service interruptions or funding issues due to the bank transfer.

Covenants

The SVB Loan Agreement includes a minimum interest expense per month of $20 thousand. The First Amendment required the Company to maintain certain levels of minimum adjusted EBITDA, which were tested on the last day of each calendar quarter and measured for the trailing 3-month period ending on the last day of each quarter. The Second Amendment removed the minimum EBITDA covenants.

In addition, pursuant to the SVB Loan Agreement, the Company cannot pay any dividends without the prior written consent of SVB.

Bridge Loan

On November 30, 2022 (the “Effective Date”), the Company and Slingshot Capital, LLC (“Slingshot Capital”) entered into a Bridge Loan Agreement (the “Bridge Loan Agreement”) pursuant to which Slingshot Capital agreed to make available a bridge loan in the principal amount up of up to $1,500,000. In conjunction with the Bridge Loan Agreement, the Company executed a bridge term note (the “Bridge Term Note”) in favor of Slingshot Capital. 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.

Principal amounts borrowed under the Bridge Loan Agreement bear interest for the period from the Effective Date until February 28, 2023 of 8.00% per annum. Unpaid principal after February 28, 2023 bear an interest of 14.00% per annum until paid in full. In the event of default, all outstanding principal and interest shall bear interest at an annual rate of 18%.

In connection with the Bridge Loan Agreement, the Company, Slingshot Capital, and Silicon Valley Bank (the “Senior Lender”) executed a subordination agreement (the “Subordination Agreement”) on November 30, 2022. The Loan Agreement is subordinated to the outstanding indebtedness and obligations under the Company’s senior credit facility. Subject to the Senior Lender’s written consent, the Company shall grant Slingshot Capital a second-priority security interest in all of the Company’s collateral, which shall be subordinated to any and all security interests granted to the Senior Lender and at all times shall be limited to the same collateral granted to the Senior Lender under the senior credit facility.

Principal and interest are not due and payable until the maturity date, which is January 15, 2024, unless the Company’s senior credit facility with the Senior Lender is paid in full in cash on an earlier date. As of June 30, 2023, the accrued interest is $69 thousand and is included in accrued expenses in the condensed consolidated balance sheet.

The Company reimbursed Slingshot Capital $20,000 for its reasonable and documented expenses and fees related to the negotiations, documentation, and execution of the Bridge Loan Agreement, Subordination Agreement, and Bridge Term Note.

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

Government Loans

During 2020, the Company participated in the Coronavirus Aid, Relief, and Economic Security Act and received an aggregate $1,128,000 in unsecured loans under the Small Business Administration Paycheck Protection Program, at a fixed rate of 1% per annum. Under the terms of the loans, the Company received forgiveness of an aggregate $1,068,000. The Company repaid $34,000 during the six months ended June 30, 2022. As of June 30, 2023, the Company had no outstanding balances under the government loans.

(6) Leases

The Company has entered into agreements to lease its warehouses and distribution centers and certain office space under operating leases. The Company recognizes lease expense for these leases on a straight-line basis over the lease term. Right-of-use (“ROU”) assets and lease liabilities are recorded on the balance sheet for all leases, except leases with an initial term of 12 months or less.

The components of lease costs were as follows:

SCHEDULE OF COMPONENTS OF LEASE COSTS

	2023		2022		2023		2022
	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022

Operating lease costs	$	40,413	$	43,806	$	54,913	$	92,037
Short-term lease costs		8,900		—		17,800		—
Total lease costs	$	49,313	$	43,806	$	72,713	$	92,037

The weighted-average remaining lease term and discount rate were as follows:

	Period Ended June 30,
	2023			2022
Operating leases:
Weighted average remaining lease term (years)		0.7			1.6
Weighted average discount rate		3.8	%		4.2	%

Supplemental cash flow information and non-cash activity related to our operating leases are as follows:

	2023		2022
	Six Months ended June 30,
	2023		2022
Operating cash flow information:
Amounts included in measurement of lease liabilities	$	82,266	$	97,266
Non-cash activities:
ROU asset obtained in exchange for lease liability	$	—	$	103,914

The maturity of the Company’s operating lease liabilities as of June 30, 2023 were as follows:

Years ended December 31,
2023 (remainder)	$	73,114
2024		22,794
Total lease payments	$	95,908
Less: imputed interest		(1,657	)
Present value of operating lease liabilities	$	94,251
Operating lease liabilities, current	$	94,251
Operating lease liabilities, noncurrent	$	—

(7) COMMITMENTS AND CONTINGENCIES

(a) Commitments

The Company is party to a license agreement with Motorola Mobility LLC pursuant to which the Company has an exclusive license to use certain trademarks owned by Motorola Trademark Holdings, LLC for the manufacture, sale and marketing of consumer cable modem products, consumer routers, WiFi range extenders, MoCa adapters, cellular sensors, home powerline network adapters, and access points worldwide through a wide range of authorized sales channels. The license agreement has a term ending December 31, 2025.

In connection with the License Agreement, the Company has committed to reserve a certain percentage of wholesale prices for use in advertising, merchandising and promotion of the related products. Additionally, the Company is required to make quarterly royalty payments equal to a certain percentage of the preceding quarter’s net sales with minimum annual royalty payments as follows:

Years ended December 31,
2023 (remaining)	$	3,425,000
2024		7,100,000
2025		7,100,000
Total	$	17,625,000

Royalty expense under the License Agreement was $1.7 million and $1.7 million for the three months ended June 30, 2023 and 2022, respectively, and $3.4 million and $3.3 million for the six months ended June 30, 2023 and 2021, respectively. Royalty expense is included in selling and marketing expenses on the accompanying condensed consolidated statements of operations. As of June 30, 2023 and June 30, 2022, the Company had $4.4 million and $1.7 million, respectively, outstanding in royalty payments and are included in accounts payable ($4.4 million and $0 million, respectively) and accrued expenses ($0.0 million and $1.7 million, respectively) in the condensed consolidated balance sheets.

(b) Contingencies

The Company is party to various lawsuits and administrative proceedings arising in the ordinary course of business. The Company evaluates such lawsuits and proceedings on a case-by-case basis, and its policy is to vigorously contest any such claims which it believes are without merit.

The Company reviews the status of its legal proceedings and records a provision for a liability when it is considered probable that both a liability has been incurred and the amount of the loss can be reasonably estimated. This review is updated periodically as additional information becomes available. If both of the criteria are not met, the Company reassesses whether there is at least a reasonable possibility that a loss, or additional losses, may be incurred. If there is a reasonable possibility that a loss may be incurred, the Company discloses the estimate of the amount of the loss or range of losses, that the amount is not material, or that an estimate of the loss cannot be made. At June 30, 2023, the Company is not currently a party to any legal proceedings that, if determined adversely to the Company, in management’s opinion, are currently expected to individually or in the aggregate have a material adverse effect on the Company’s business, operating results or financial condition taken as a whole. The Company expenses its legal fees as incurred.

In the ordinary course of its business, the Company is subject to lawsuits, arbitrations, claims, and other legal proceedings in connection with their business. Some of the legal actions include claims for substantial or unspecified compensatory and/or punitive damages. A substantial adverse judgment or other unfavorable resolution of these matters could have a material adverse effect on the Company’s financial condition, results of operations, and cash flows. Management believes that the Company has adequate legal defenses with respect to the legal proceedings to which it is a defendant or respondent and that the outcome of these pending proceedings is not likely to have a material adverse effect on the financial condition, results of operations, or cash flows of the Company. However, the Company is unable to predict the outcome of these matters.

(8) SIGNIFICANT CUSTOMER AND DEPENDENCY ON KEY SUPPLIERS

Relatively few companies account for a substantial portion of the Company’s revenues. In the three months ended June 30, 2023, two companies, including a marketplace facilitator, accounted for 10% or greater individually and 82% in the aggregate of the Company’s total net sales. At June 30, 2023, two companies with an accounts receivable balance of 10% or greater individually accounted for a combined 77% of the Company’s accounts receivable. In the three months ended June 30, 2022, two companies, including a marketplace facilitator, accounted for 10% or greater individually and 91% in the aggregate of the Company’s total net sales. At June 30, 2022, three companies with an accounts receivable balance of 10% or greater individually accounted for a combined 91% of the Company’s accounts receivable.

The Company’s customers generally do not enter into long-term agreements obligating them to purchase products. The Company may not continue to receive significant revenues from any of these or from other large customers. A reduction or delay in orders from any of the Company’s significant customers, or a delay or default in payment by any significant customer could materially harm the Company’s business and prospects. Because of the Company’s significant customer concentration, its net sales and operating income could fluctuate significantly due to changes in political or economic conditions, or the loss, reduction of business, or less favorable terms for any of the Company’s significant customers. The Company participates in the PC peripherals industry, which is characterized by aggressive pricing practices, continually changing customer demand patterns and rapid technological developments. The Company’s operating results could be adversely affected should the Company be unable to successfully anticipate customer demand accurately; manage its product transitions, inventory levels and manufacturing process efficiently; distribute its products quickly in response to customer demand; differentiate its products from those of its competitors or compete successfully in the markets for its new products.

The Company depends on many third-party suppliers for key components contained in its product offerings. For some of these components, the Company may only use a single source supplier, in part due to the lack of alternative sources of supply. During the three months ended June 30, 2023 and 2022, the Company had one supplier and two suppliers, respectively, that provided 97% and 98%, respectively, of the Company’s purchased inventory.

(9) INCOME TAXES

During the three and six months months ended June 30, 2023, we recorded no income tax benefits for the net operating losses incurred or for the research and development tax credits generated due to the uncertainty of realizing a benefit from those items.

We have evaluated the positive and negative evidence bearing upon the Company’s ability to realize its deferred tax assets, which primarily consist of net operating loss carryforwards and research and development tax credits. We considered the history of cumulative net losses, estimated future taxable income and prudent and feasible tax planning strategies and we have concluded that it is more likely than not that we will not realize the benefits of our deferred tax assets. As a result, as of June 30, 2023 and December 31, 2022, we recorded a full valuation allowance against our net deferred tax assets.

As of June 30, 2023 and December 31, 2022, the Company had federal net operating loss carry forwards of approximately $59.8 million and $60.6 million, respectively, which are available to offset future taxable income. They are due to expire in varying amounts from 2023 to 2041. Federal net operating losses occurring after December 31, 2017, of approximated $25.3 million may be carried forward indefinitely. As of June 30, 2023 and December 31, 2023, the Company had state net operating loss carry forwards of approximately $34.2 million and $29.8 million, respectively, which are available to offset future taxable income. They are due to expire in varying amounts from 2033 through 2041. We recorded minimum state income taxes and taxes related to our operations in Mexico. For the three months ended June 30, 2023 and 2022, income tax expense was $6 thousand and $6 thousand, respectively.

(10) RELATED PARTY TRANSACTIONS

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 three-months period ended June 30, 2023 and 2022, the rent expense was $9 thousand and $8 thousand, respectively. For the six-months period ended June 30, 2023 and 2022, the rent expense was $18 thousand and $16 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 Slingshot Capital agreed to make available a bridge loan in the 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.

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

On April 7, 2023, the previous principal executive officer Mehul Patel, resigned from Minim Inc. Jeremy Hitch, Executive Chairman of the Board became the acting principal executive officer of the Company. See additional information in the Company’s Subsequent Events footnote.

(11) EARNINGS (LOSS) PER SHARE

Net loss per share for the three and six months ended June 30, 2023 and 2022, respectively, are as follows:

SCHEDULE OF NET INCOME (LOSS) PER SHARE

	June 30, 2023			June 30, 2022			June 30, 2023			June 30, 2022
	Three Months Ended						Six Months Ended
	June 30, 2023			June 30, 2022			June 30, 2023			June 30, 2022
Numerator:
Net loss	$	(5,597,681	)	$	(4,426,559	)	$	(9,668,138	)	$	(6,965,060	)

Denominator:
Weighted average common shares - basic		1,888,274			1,853,796			1,884,195			1,847,253
Effect of dilutive common share equivalents		—			—			—			—
Weighted average common shares - dilutive		1,888,274			1,853,796			1,884,195			1,847,253

Basic and diluted	$	(2.96	)	$	(2.39	)	$	(5.13	)	$	(3.77	)

Diluted loss per common share for the three and six months ended June 30, 2023 and 2022 excludes the effects of 22,717 and 1,350,839 common share equivalents, respectively, since such inclusion would be anti-dilutive. The common share equivalents consist of shares of common stock issuable upon exercise of outstanding stock options.

(12) SUBSEQUENT EVENTS

Reverse Stock Split

On March 30, 2023, the Board of Directors of Minim, Inc. approved a 1-for-25 reverse split of the Company’s common stock to be effected through an amendment to the Company’s Restated Certificate of Incorporation (the “Amendment”). The Amendment did not effect the number of shares of authorized common stock.

The reverse stock split was subject to shareholder approval at a Special Shareholders Meeting (the “Special Meeting”), which took place on March 28, 2023. A majority of shareholders voted in favor of the reverse stock split. The Company’s definitive proxy statement relating to the Special Meeting filed on March 14, 2023, includes additional details regarding the Amendment.

On April 17, 2023, Minim, Inc. completed a 1-for-25 share reverse stock split of its common stock. As a result, Minim shareholders at the effective time received 1 new share of Minim common stock for every 25 shares that they held. Minim did not issue any fractional shares as a result of the reverse split. Instead, all shareholders with fractional shares, received, upon surrendering to the exchange agent of certificate(s) representing such pre-Reverse Stock Split shares, to a cash payment in lieu thereof.

All of the Company’s historical shares and per share information related to issued and outstanding common stock and outstanding equity awards exercisable into common stock in these consolidated financial statements have been adjusted, on a retroactive basis, to reflect the reverse stock split in quarter ending June 30, 2023.

The following unaudited pro forma selected financial information reflects the impact of the reverse stock split had the effective date of the reverse stock been as of December 31, 2022. The pro forma results have been prepared for comparative purposes only and are not intended to be a projection of future operating results.

Selected financial information		As Reported			Pro forma
Preferred Stock authorized		2,000,000			2,000,000
Preferred Stock issued		0			0
Common Stock authorized		60,000,000			60,000,000
Common Stock issued		46,949,240			1,887,969
Net Loss	$	(15,549,244	)	$	(15,549,244	)
Basic and diluted net loss per share	$	(0.34	)	$	(8.38	)
Weighted average common and common equivalent shares:
Basic and diluted		46,399,137			1,855,965

Non-binding letter of intent that may result in the Company being acquired

On September 29, 2023, the Company entered into a non-binding letter of intent with an investor whereby the investor would purchase $2.4 million of convertible preferred stock and warrants, which, on a fully-diluted basis, would constitute a majority of the Company’s outstanding common stock and the proceeds of which would be used for the sole purpose of settling all of the Company’s and its subsidiaries’ liabilities (the “Transaction”).

If the Transaction were to occur, the Letter of Intent contemplates the investor would be appointed as the Company’s chief executive officer and the investor and its nominees would be appointed to the Company’s board of directors to which they would constitute a majority of the then-board of directors.

The Company and the investor are working on completing definitive transaction documents regarding the Transaction, but, as the Letter of Intent is non-binding, there can be no assurances that such definitive transaction documentation will be executed or that the Transaction will be completed.

The Company has evaluated subsequent events from June 30, 2023 through the date of this filing and has determined that there are no such events, other than those noted above, requiring recognition or disclosure in the financial statements.

ITEM 2.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following Management’s Discussion and Analysis of Financial Condition and Results of Operations, as well as information contained in “Risk Factors” in Part II, Item 1A and elsewhere in this Quarterly Report on Form 10-Q, contain “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. We intend that these forward-looking statements be subject to the safe harbor created by those provisions. Forward-looking statements are generally written in the future tense and/or are preceded by words such as “will,” “may,” “should,” “forecast,” “could,” “expect,” “suggest,” “believe,” “anticipate,” “intend,” “plan,” “future,” “potential,” “target,” “seek,” “continue,” “if” or other similar words. Forward-looking statements include statements regarding our strategies as well as (1) our ability to predict revenue and reduce costs related to our products or service offerings, (2) our ability to effectively manage our sales channel inventory and product mix to reduce excess inventory and lost sales, (3) our ability to forecast product sales volumes and accordingly manufacture and manage inventory, (4) our ability to generate sales of Motorola brand products sufficient to make that portion of our business profitable, and retain the Motorola brand license for the Motorola brand product we produce, (5) fluctuations in the level or quality of inventory, (6) the sufficiency of our capital resources and the availability of debt and equity financing, (7) the continuing impact of uncertain global economic conditions on the demand for our products, (8) our ability to maintain and scale adequate and secure software platform infrastructure, (9) the impact of competition on demand for our products and services and (10) our competitive position.

The following discussion should be read in conjunction with the attached Unaudited Condensed Consolidated Financial Statements and notes thereto, and with our audited consolidated financial statements and notes thereto for the fiscal year ended December 31, 2022, found in our Annual Report on Form 10-K filed with the Securities and Exchange Commission (“SEC”) on March 31, 2023. Although we believe that the assumptions underlying the forward-looking statements contained in this Quarterly Report are reasonable, any of the assumptions could be inaccurate, and therefore there can be no assurance that such statements will be accurate. The risks, uncertainties and assumptions referred to above that could cause our results to differ materially from the results expressed or implied by such forward-looking statements include, but are not limited to, those discussed under the heading “Risk Factors” in Part II, Item 1A hereto and the risks, uncertainties and assumptions discussed from time to time in our other public filings and public announcements. All forward-looking statements included in this document are based on information available to us as of the date hereof. In light of the significant uncertainties inherent in the forward-looking statements included herein, the inclusion of such information should not be regarded as a representation by us or any other person that the results or conditions described in such statements or our objectives and plans will be achieved. Furthermore, past performance in operations and share price is not necessarily indicative of future performance. We disclaim any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise that may arise after the date of this Quarterly Report on Form 10-Q.

Overview

We deliver a comprehensive WiFi as a Service platform to make everyone’s connected home safe and supportive for life and work. We believe the home router must go the way of the mobile phone. Today’s routers are simple, single-purpose devices that rarely receive firmware updates and have underdeveloped management applications, making them the #1 target in residential cybersecurity attacks. It can be so much more. The router must offer frequent security updates, helpful apps, extensive personalization options and a delightful interface. That is what Minim delivers— not just the router or just an app, but WiFi as a Service. Technically, it’s composed of an intelligent router managed by a smart operating system that leverages cloud computing and AI to analyze and optimize the smart home, combined with intuitive applications to engage with it.

We continually seek to improve our product designs and manufacturing approach to elevate product performance and reduce our costs. We pursue a strategy of outsourcing rather than internally developing our hardware product chipsets, which are application-specific integrated circuits that form the technology base for our modems. By outsourcing the chipset technology, we are able to concentrate our research and development resources on modem system design, leverage the extensive research and development capabilities of our chipset suppliers, and reduce our development time and associated costs and risks. As a result of this approach, we are able to quickly develop new products while maintaining a relatively low level of research and development expense as a percentage of net sales. We also outsource aspects of our manufacturing to contract manufacturers as a means of reducing our costs of production, and to provide us with greater flexibility in our production capacity.

Generally, our gross margin for a given product depends on a number of factors, including the type of customer to whom we are selling. The gross margin for products sold to retailers tends to be higher than for some of our other customers; but the sales, support, returns, and overhead costs associated with products sold to retailers also tend to be higher. Minim’s sales to certain countries are currently handled by a single master distributor for each country that handles the support and marketing costs within the country. Gross margin for sales to these master distributors tends to be low, since lower pricing to these distributors helps them to cover the support and marketing costs for their country.

Our cash and cash equivalents balance on June 30, 2023 was $0.3 million compared to $0.5 million on December 31, 2022. On June 30, 2023, we had $2.4 million of outstanding borrowings on our asset-based credit line with availability of $25 thousand and working capital of $6.3 million.

The Company’s ability to maintain adequate levels of liquidity depends in part on our ability to sell inventory on hand, increasing SaaS sales, and collect related receivables.

The Company continues to experience losses, which in part is due to declining revenues. In the three and six months ended June 30, 2023 and 2022, we generated net sales of $7.2 million and $12.9 million, respectively, and $17.9 million and $26.2 million, respectively.

As reported in Form 8-K filed with the SEC on August 28, 2023, the Company has continued to experience material liquidity pressures as it has attempted to manage its negative cash-flow position due to supply disruptions from its principal manufacturing partners as a result of the Company’s inability to pay past expenses, which has severely impacted revenue and its cash position. The Company has conducted two reductions in force and made other changes to lower operating expenses. However, these reductions did not fully offset the Company’s lack of continual revenue from normal operations. As such, substantial doubt exists about our ability to continue as a going concern, and we will require additional liquidity to continue operations.

Our most recent Annual Report on Form 10-K for the year ended December 31, 2022 as filed with the SEC on March 31, 2023 provides additional information about our business and operations.

Recent Accounting Standards

See Note 2 Summary of Significant Accounting Policies, in Notes to Unaudited Consolidated Financial Statements in Item 1 of Part 1 of this Report on 10-Q, for a full description of recent accounting standards, include the expected dates of adoption and estimated effects on the financial condition and results of operations, which are hereby incorporated by reference.

Critical Accounting Policies and Estimates

Our consolidated financial statements are prepared in accordance with U.S. GAAP. These accounting principles require us to make certain estimates and judgments that can affect the reported amounts of assets and liabilities as of the date of the financial statements as well as the reported amounts of revenue and expenses during the periods presented. Management bases its estimates, assumptions and judgments on historical experience and on various other factors that are believed to be reasonable under the circumstances. To the extent there are material differences between these estimates and actual results, our financial statements may be affected. Our management evaluates its estimates, assumptions and judgments on an ongoing basis.

Our critical accounting policies and estimates, which are revenue recognition, product returns, inventory valuation and costs of goods sold, and valuation of deferred tax assets are described under “Critical Accounting Policies and Estimates” in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in our Annual Report on Form 10-K for the year ended December 31, 2022. For the six months ended June 30, 2023, there have been no significant changes in our critical accounting policies and estimates.

Results of Operations

The following table sets forth certain financial data derived from our condensed consolidated statements of operations for the three and six months ended June 30, 2023 and 2022 presented in absolute dollars and as a percentage of net sales, with dollars and percentage change period over period:

	Three Months Ended												Six Months Ended
	June 30, 2023			June 30, 2022			$ Change			% Change			June 30, 2023			June 30, 2022			$ Change			% Change
	(In thousands, except percentage data)
Net sales	$	7,195		$	12,864		$	(5,669	)		(44.1	)%		17,947		$	26,163		$	(8,216	)		(31.4	)%
Cost of goods sold		6,709			10,325			(3,616	)		(35.0	)		14,851			19,433			(4,581	)		(23.6	)
Gross profit		486			2,539			(2,053	)		(80.9	)		3,096			6,730			(3,634	)		(54.0	)
Operating expenses:
Selling and marketing		3,589			3,832			(243	)		(6.3	)		7,313			7,484			(171	)		(2.3	)
General and administrative		1,171			1,619			(448	)		(27.7	)		2,497			3,070			(573	)		(18.7	)
Research and development		1,187			1,374			(187	)		(13.6	)		2,671			2,917			(246	)		(8.4	)
Total operating expenses		5,947			6,825			(878	)		(12.9	)		12,481			13,471			(990	)		(7.3	)
Operating loss		(5,461	)		(4,286	)		(1,175	)		27.4			(9,385	)		(6,741	)		(2,644	)		39.2

Total other expense		(113	)		(90	)		(23	)		25.6			(258	)		(168	)		(89	)		52.7
Total other income (expense)		(113	)		(90	)		(23	)		25.6			(258	)		(168	)		(89	)		52.7
Loss before income taxes		(5,574	)		(4,376	)		(1,198	)		27.4			(9,643	)		(6,909	)		(2,733	)		39.6
Income taxes		25			51			(26	)		(51.0	)		25			57			(32	)		(56.1	)
Net loss	$	(5,559	)	$	(4,427	)	$	(1,172	)		26.5	%	$	(9,668	)	$	(6,966	)	$	(2,701	)		(38.8	)%

Comparison of the three months ended June 30, 2023 to the three months ended June 30, 2022

The following table sets forth our revenues by product and the changes in revenues for the three and six months ended June 30, 2023, as compared to the three months ended June 30, 2022:

	Three Months Ended										Six Months Ended
	June 30, 2023		June 30, 2022		$ Change			% Change			June 30, 2023		June 30, 2022		$ Change			% Change
			(In thousands, except percentage data)
Cable modems & gateways	$	6,888	$	12,215	$	(5,327	)		(43.6	)%	$	17,462	$	25,097	$	(7,635	)		(30.4	)%
Other network products		233		503		(270	)		(53.7	)		325		776		(451	)		(58.1	)
SaaS		74		146		(72	)		(49.3	)		160		290		(130	)		(44.8	)
Total	$	7,195	$	12,864	$	(5,669	)		(44.1	)%	$	17,947	$	26,163	$	(8,216	)		(31.4	)%

The majority of the Company’s revenues by geographic area are earned in North America for the three and six months ended June 30, 2023 and 2022.

Net Sales

Our total net sales decreased year-over-year by $5.7 million or 44.1% in the three months ended June 30, 2023 and by $8.2 million or 31.4% in the six months ended June 30, 2023. The decrease in net sales is directly attributable to decreased sales of Motorola branded cable modems and gateways. In both 2023 and 2022, we primarily generated our sales by selling cable modems and gateways. Sales related to SaaS offerings decreased by $72 thousand or 49.3% in the three months ended June 30, 2023 and decreased by $130 thousand or 44.8% during the six months ended June 30, 2023. The decrease in the other category of $270 thousand and $451 thousand in the three and six months ended 2023 compared to 2022 is primarily due to a reduction in DSL products and MoCA products due to a refocus on new product introductions. Generally, our lower sales outside North America reflect the fact that cable modems are sold successfully through retailers in the U.S. but not in most countries outside the U.S., due primarily to variations in government regulations.

Cost of Goods Sold and Gross Margin

Cost of goods sold consists primarily of the following: the cost of finished products from our third-party manufacturers; overhead costs, including purchasing, product planning, inventory control, warehousing and distribution logistics; third-party software licensing fees; inbound freight; import duties/tariffs; warranty costs associated with returned goods; write-downs for excess and obsolete inventory; amortization of certain acquired intangibles and software development costs; and costs attributable to the provision of service offerings.

The decrease in gross profit was attributable to sales growth of Motorola branded cable modems and gateways, including intelligent networking products that include Minim software. We outsource our manufacturing, warehousing and distribution logistics. We believe this outsourcing strategy allows us to better manage our product costs and gross margin. Our gross margin can be affected by a number of factors, including fluctuation in foreign exchange rates, sales returns, changes in average selling prices, end-user customer rebates and other channel sales incentives, changes in our cost of goods sold due to fluctuations and increases in prices paid for components, overhead costs, inbound freight and duty/tariffs, conversion costs, and charges for excess or obsolete inventory.

The following table presents net sales and gross margin, for the periods indicated:

	Three Months Ended												Six Months Ended
	June 30, 2023			June 30, 2022			$ Change			% Change			June 30, 2023			June 30, 2022			$ Change			% Change
				(In thousands, except percentage data)
Net sales	$	7,195		$	12,864		$	(5,669	)		(44.1	)%	$	17,947		$	26,163		$	(8,216	)		(31.4	)%
Gross margin		6.8	%		19.7	%								17.3	%		25.7	%

Gross profit and gross margin decreased in the three months ended June 30, 2023, compared to the three months ended in the prior fiscal year period, primarily due to insufficient sales levels necessary to cover fixed costs and certain variable costs.

For the remainder of fiscal 2023, we expect gross margin to be subject to similar variabilities experienced in the first half of 2023 and in 2022. We experienced meaningful increases in costs of freight, materials, and components for our products. Although freight and certain component costs have reduced, we will not realize improvements to margins until we are able to work through inventory obtained when freight and component costs were elevated. We may continue to experience disruptions from the pandemic, with manufacturing partners being affected by factory uptime and scarcity of materials and components. These disruptions could increase the length of time taken between order to production and transportation of inventory. If such disruptions become widespread, they could significantly affect our ability to fulfill the demand for our products. Forecasting gross margin percentages is difficult, and there are several risks related to our ability to maintain or improve our current gross margin levels. Our cost of goods sold as a percentage of net sales can vary significantly based upon factors such as: uncertainties surrounding revenue volumes, including future pricing and/or potential discounts as a result of the economy, competition, the timing of sales, and related production level variances; import customs duties and imposed tariffs; changes in technology; changes in product mix; expenses associated with writing off excessive or obsolete inventory; fluctuations in freight costs; manufacturing and purchase price variances; and changes in prices on commodity components.

Selling and Marketing

Selling and marketing expenses consist primarily of advertising, trade shows, corporate communications and other marketing expenses, product marketing expenses, outbound freight costs, amortization of certain intangibles, personnel expenses for sales and marketing staff, technical support expenses, and facility allocations. The following table presents sales and marketing expenses, for the periods indicated:

	Three Months Ended										Six Months Ended
	June 30, 2023		June 30, 2022		$ Change			% Change			June 30, 2023		June 30, 2022		$ Change			% Change
			(In thousands, except percentage data)
Selling and marketing	$	3,589	$	3,832	$	(243	)		(6.3	)%	$	7,313	$	7,484	$	(171	)		(2.3	)%

Selling and marketing expenses decreased in the three months ended June 30, 2023, as compared to the three months ended June 30, 2022, primarily due to decreases in personnel expenses of $261 thousand and professional fees of $92 thousand, partially offset by increases in Motorola royalty fees of $63 thousand and marketing program campaigns of $23 thousand. Selling and marketing expenses decreased in the six months ended June 30, 2023, as compared to the six months ended June 30, 2022, primarily due to a decrease in personnel expenses of $454 thousand, professional fees of $73 thousand, software license fees of $32 thousand, partially offset by increases in Motorola royalty fees of $125 thousand, marketing program campaigns of $94 thousand, and allowances for bad debt of $72 thousand.

For the remainder of fiscal 2023, we expect our selling and marketing expenses as a percentage of net sales in fiscal 2023 to be similar to fiscal 2022 levels. Expenses may fluctuate depending on sales levels achieved as certain expenses, such as commissions, are determined based upon the net sales achieved. Forecasting selling and marketing expenses is highly dependent on expected net sales levels and could vary significantly depending on actual net sales achieved in any given quarter. Marketing expenses may also fluctuate depending upon the timing, extent and nature of marketing programs.

General and Administrative

General and administrative expenses consist of salaries and related expenses for executives, finance and accounting, human resources, information technology, professional fees, including legal costs associated with defending claims against us, allowance for doubtful accounts, facility allocations, and other general corporate expenses. The following table presents general and administrative expenses, for the periods indicated:

	Three Months Ended										Six Months Ended
	June 30, 2023		June 30, 2022		$ Change			% Change			June 30, 2023		June 30, 2022		$ Change			% Change
			(In thousands, except percentage data)
General and administrative	$	1,171	$	1,619	$	(448	)		(27.7	)%	$	2,497	$	3,070	$	(573	)		(18.7	)%

General and administrative expenses decreased in the three months ended June 30, 2023, as compared to the three months ended June 30, 2022, primarily due to decreases in personnel expenses of $219 thousand, professional fees of $143 thousand, and software subscriptions of $127 thousand. General and administrative expenses decreased in the six months ended June 30, 2023, as compared to the six months ended June 30, 20212 primarily due to decreases in personnel expenses of $155 thousand, professional fees of $365 thousand, and software subscriptions of $121 thousand.

Future general and administrative expense increases or decreases in absolute dollars are difficult to predict due to the lack of visibility of certain costs, including legal costs associated with defending claims against us, and other factors.

Research and Development

Research and development expenses consist primarily of personnel expenses, payments to suppliers for design services, safety and regulatory testing, product certification expenditures to qualify our products for sale into specific markets, prototypes, IT, and other consulting fees. Research and development expenses are recognized as they are incurred. Our research and development organization is focused on enhancing our ability to introduce innovative and easy-to-use products and services. The following table presents research and development expenses, for the periods indicated:

	Three Months Ended										Six Months Ended
	June 30, 2023		June 30, 2022		$ Change			% Change			June 30, 2023		June 30, 2022		$ Change			% Change
			(In thousands, except percentage data)
Research and development	$	1,187	$	1,374	$	(187	)		(13.6	)%	$	2,671	$	2,917	$	(246	)		8.4	%

Research and development expenses decreased in the three months ended June 30, 2023, as compared to the three months ended June 30, 2022, primarily due to personnel expenses. Research and development expenses increased in the six months ended June 30, 2023, as compared to the six months ended June 30, 2022, primarily due to personnel expenses.

We believe that innovation and technological leadership is critical to our future success, and we are committed to continuing a significant level of research and development to develop new technologies, products and services. We continue to invest in research and development to expand our hardware product offerings focused on premium WiFi 6E, WiFi 6, and software solutions. For the remainder of fiscal 2023, we expect research and development expenses as a percentage of net sales in fiscal 2023 to be in line with or slightly above fiscal 2022 levels. Research and development expenses may fluctuate depending on the timing and number of development activities and could vary significantly as a percentage of net sales, depending on actual net sales achieved in any given year.

Liquidity and Capital Resources

Our principal sources of liquidity are cash and cash equivalents and borrowings under our SVB line-of-credit. As of June 30, 2023, we had cash and cash equivalents of $0.3 million as compared to $0.5 million on December 31, 2022. On June 30, 2023, we had $2.4 million of borrowings outstanding and $25 thousand available on our $10.0 million SVB line-of-credit and working capital of $6.3 million. We have funded our operations and investing activities primarily through borrowings on our line of credit, the sale of assets and the sale of our common stock.

Our historical cash outflows have primarily been associated with: (1) cash used for operating activities such as the purchase and growth of inventory, expansion of our sales and marketing and research and development infrastructure and other working capital needs; (2) expenditures related to increasing our manufacturing capacity and improving our manufacturing efficiency; (3) capital expenditures related to the acquisition of equipment; (4) cash used to repay our debt obligations and related interest expense; and (5) cash used for acquisitions. Fluctuations in our working capital due to timing differences of our cash receipts and cash disbursements also impact our cash inflows and outflows.

Our consolidated financial statements as of June 30, 2023 were prepared under the assumption that we will continue as a going concern. The going concern assumption contemplates the realization of assets and satisfaction of liabilities in the normal course of business. However, substantial doubt exists about our ability to continue as a going concern, and we will require additional liquidity to continue operations beyond the next 12 months.

Our consolidated financial statements as of June 30, 2023, do not include any adjustments to the carrying amounts and classification of assets, liabilities, and reported expenses that may be necessary if we were unable to continue as a going concern. If we are unable to continue as a going concern, we may have to liquidate our assets and may receive less than the value at which those assets are carried on our financial statements, and it is likely that investors will lose all or part of their investment.

Cash Flows

The following table presents our cash flows for the periods presented:

	Six Months ended June 30,
	2023			2022
Cash provided by (used in) operating activities	$	2,481		$	(8,549	)
Cash used in investing activities		(382	)		(460	)
Cash provided by (used in) financing activities		(2,347	)		656
Net increase (decrease) in cash and cash equivalents	$	248		$	(8,353	)

Cash Flows from Operating Activities. Cash provided by operating activities of $2.5 million during the six months ended June 30, 2023 reflected our net loss of $9.7 million, adjusted for non-cash expenses, consisting primarily of $0.2 million of stock-based compensation expense and $0.3 million in depreciation and amortization expense. Uses of cash included an increase in accrued expenses of $2.3 million. Sources of cash included primarily a decrease of accounts receivable of $0.8 million, inventories of $6.9 million, increase in accounts payable of $5.9 million, increase in prepaid expenses of $0.1 million, and increase in deferred revenue of $0.1 million.

Cash used in operating activities of $8.5 million during the six months ended June 30, 2022 reflected our net loss of $2.1 million, adjusted for non-cash expenses, consisting primarily of stock-based compensation expense of $0.6 million. Uses of cash include an increase in inventories of $3.2 million and increase in accounts payable of $0.5 million and accrued expenses of $2.4 million.

Cash Flows from Investing Activities. During the six months ended June 30, 2023, $162 thousand was used to purchase equipment and $220 thousand was used for certification costs.

During the six months ended June 30, 2022, $0.1 million was used to purchase equipment and $0.3 million was used for certification costs.

Cash Flows from Financing Activities. Cash used in financing activities during the six months ended June 30, 2023 consisted of repayment of $2.3 million on the borrowings under our SVB line-of-credit.

Cash provided by financing activities in during the three months ended June 30, 2022 consisted of a source of cash of $0.5 million from borrowings under our SVB line-of-credit, and $0.2 million in proceeds from the exercise of common stock options.

Future Liquidity Needs

Our primary short-term needs for capital, which are subject to change, include expenditures related to:

	●	the acquisition of equipment and other fixed assets for use in our current and future manufacturing and research and development facilities;

	●	upgrades to our information technology infrastructure to enhance our capabilities and improve overall productivity;

	●	support of our commercialization efforts related to our current and future products, including expansion of our direct sales force and field support resources;

	●	the continued advancement of research and development activities.

Our capital expenditures are largely discretionary and within our control. We expect that our product sales and the resulting operating loss as well as the status of each of our product development programs, will significantly impact our cash management decisions.

At June 30, 2023, we believe our current cash and cash equivalents, other working capital and borrowings under our SVB line-of-credit will not be sufficient to fund working capital requirements, capital expenditures and operations during the next twelve months. Our ability to continue as a going concern will depend on our ability to obtain additional equity or debt financing, attain further operating efficiencies, reduce or contain expenditures and increase revenues. Based on these factors, management determined that there is substantial doubt regarding our ability to continue as a going concern. In the first quarter of 2023, the Company has implemented cost reduction plans to align its cost structure to its sales and increase its liquidity. The Company will continue to monitor its costs in relation to its sales and adjust its cost structure accordingly.

Our future liquidity and capital requirements will be influenced by numerous factors, including the extent and duration of any future operating losses, the level and timing of future sales and expenditures, the results and scope of ongoing research and product development programs, working capital required to support our sales growth, funds required to service our debt, the receipt of and time required to obtain regulatory clearances and approvals, our sales and marketing programs, our need for infrastructure to support our sales growth, the continuing acceptance of our products in the marketplace, competing technologies and changes in the market and regulatory environment.

Our ability to fund our longer-term cash needs is subject to various risks, many of which are beyond our control—See “Risk Factors—We may require significant additional capital to pursue our growth strategy, and our failure to raise capital when needed could prevent us from executing our growth strategy.” Should we require additional funding, such as additional capital investments, we may need to raise the required additional funds through bank borrowings or public or private sales of debt or equity securities. We cannot assure that such funding will be available in needed quantities or on terms favorable to us, if at all.

At June 30, 2023, we have Federal and state net operating loss carry forwards of approximately $59.8 million and $34.2 million, respectively, available to reduce future taxable income. A valuation allowance has been established for the full amount of deferred income tax assets as management has concluded that it is more-likely than-not that the benefits from such assets will not realize the benefits of our deferred tax assets. As a result, as of June 30, 2023 and December 31, 2022, we recorded a full valuation allowance against our net deferred tax assets.

Commitments and Contractual Obligations

During the six months ended June 30, 2023, except as otherwise disclosed in this Form 10-Q, there were no material changes to our capital commitments and contractual obligations from those disclosed in our Form 10-K for the year ended December 31, 2022.

Off-Balance Sheet Arrangements

We did not have any material off-balance sheet arrangements as of June 30, 2023. See Note 6 to the accompanying consolidated financial statements for additional disclosure.

ITEM 3.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information under this Item.

ITEM 4.

CONTROLS AND PROCEDURES

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports pursuant to the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission, and that such information is accumulated and communicated to our management, including our Executive Chairman of the Company, as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, as ours are designed to do, and management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

In connection with the preparation of this Quarterly Report on the Form 10-Q, we carried out an evaluation, under the supervision and with the participation of our management including our Executive Chairman of the Company, of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act as of June 30, 2023. Based upon that evaluation and other than as disclosed herein, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of the end of the period covered by this report.

During our preparation of our Annual Report on Form 10-K for the year ended December 31, 2023, we identified a material weakness with financial reporting whereby the Company did not have properly designed internal controls over timely preparation and independent review of account analyses, account summaries and account reconciliations. These internal control failures resulted in material adjustments required to properly state expense, inventory, deferred revenue, accrued expenses, accounts receivables, and revenues as of and for the year ending December 31, 2022. This material weakness could result in the Company incorrectly reporting its condensed consolidated balance sheets, condensed consolidated statement of operations, condensed stockholder’s equity, and condensed consolidated statements of cash flows. To remediate the material weakness, the Company is instituting reporting enhancements within its accounting system, standardized and timely account reconciliations, and independent and regular reviews by the finance department to ensure the Company records are complete and accurate. In addition, the Company will hire an additional resource to provide additional oversight in the reviews and completion of timely analysis and reconciliations. The material weakness will not be considered remediated until the applicable remedial controls operate for a sufficient period of time and management has concluded, through testing, that these controls are operating effectively. We expect that the remediation of this material weakness will be completed before the end of 2023.

Other than as disclosed herein, there were no changes in our internal control over financial reporting during the three months ended June 30, 2023 that have affected, or are reasonably likely to affect, our internal control over financial reporting.

PART II - OTHER INFORMATION

ITEM 1.

LEGAL PROCEEDINGS

None.

ITEM 1A.

RISK FACTORS

There have been no material changes to the risk factors set forth in our 2022 Annual Report on Form 10-K for the year ended December 31, 2022, filed with the SEC on March 31, 2023, which includes a detailed discussion of our risk factors in Part I, “Item 1A. Risk Factors”, which discussion is hereby incorporated by reference into this Part II, Item 1A. Our Risk Factors could materially affect our business, financial position, or future results of operations. The risks described in our Annual Report on Form 10-K for the fiscal year ended December 31, 2022, are not the only risks we face. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial position, or future results of operations.

ITEM 2.

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None.

ITEM 3.

DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4.

MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5.

OTHER INFORMATION

None.

ITEM 6.

EXHIBITS

Exhibit No.		Exhibit Description

3.1		Amended and Restated By-Laws of Minim, Inc., adopted and effective April 13, 2022 (incorporated by reference to Exhibit 3.1 to Minim, Inc. Current Report on Form 8-K filed by the Company on April 15, 2022).
31.1		CEO Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2		CFO Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1		CEO Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.†
32.2		CFO Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.†
101.INS		XBRL Instance Document
101.SCH		XBRL Taxonomy Extension Schema Document
101.CAL		XBRL Taxonomy Calculation Linkbase Document
101.DEF		XBRL Taxonomy Extension Definition Linkbase Document
101.LAB		XBRL Taxonomy Label Linkbase Document
101.PRE		XBRL Taxonomy Presentation Linkbase Document
104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 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.

†	In accordance with Item 601(b)(32)(ii) of Regulation S-K, the certifications furnished in Exhibit 32.1 and Exhibit 32.2 hereto are deemed to accompany this Form 10-Q and will not be deemed “filed” for purposes of Section 18 of the Exchange Act. Such certifications will not be deemed to be incorporated by reference into any filings under the Securities Act or the Exchange Act, except to the extent that the registrant specifically incorporates it by reference.

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.

	MINIM, INC. (Registrant)

Date: November 13, 2023	By:	/s/ Jeremy Hitchcock
		Jeremy Hitchcock Executive Chairman of the Company (on behalf of Registrant and as Principal Financial Officer)

EXHIBIT 31.1

CERTIFICATIONS

I, Jeremy Hitchcock, Executive Chairman of Minim, Inc., certify that:

	1.	I have reviewed this quarterly report on Form 10-Q of Minim, Inc.;

	2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

	3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

	4.	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and we have:

	a.	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

	b.	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

	c.	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

	d.	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

	a.	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

	b.	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 13, 2023

By:

/s/ Jeremy Hitchcock

Jeremy Hitchcock

Executive Chairman of the Company
(Principal Executive Officer)

EXHIBIT 31.2

CERTIFICATIONS

I, Jeremy Hitchcock, Executive Chairman of Minim, Inc., certify that:

	1.	I have reviewed this quarterly report on Form 10-Q of Minim, Inc.;

	2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

	3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

	4.	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and we have:

	a.	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

	b.	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

	c.	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

	d.	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

	a.	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

	b.	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 13, 2023

By:

/s/ Jeremy Hitchcock

Jeremy Hitchcock

Executive Chairman of the Company

(Principal Financial Officer)

EXHIBIT 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Minim, Inc. (the “Company”) on Form 10-Q for the quarter ended June 30, 2023 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Jeremy Hitchcock, Executive Chairman of Minim, Inc., certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

	1.	the Report fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934; and

	2.	the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: November 13, 2023

By:

/s/ Jeremy Hitchcock

Jeremy Hitchcock

Executive Chairman of the Company
(Principal Executive Officer)

This certification accompanies the Report pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by the Sarbanes-Oxley Act of 2002, be deemed filed by the Company for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.

EXHIBIT 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

	1.	the Report fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934; and

	2.	the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: November 13, 2023

By:

/s/ Jeremy Hitchcock

Jeremy Hitchcock

Executive Chairman of the Company
(Principal Financial Officer)

Cover - shares	6 Months Ended
Cover - shares	Jun. 30, 2023	Nov. 09, 2023
Cover [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Jun. 30, 2023
Document Fiscal Period Focus	Q2
Document Fiscal Year Focus	2023
Current Fiscal Year End Date	--12-31
Entity File Number	1-37649
Entity Registrant Name	MINIM, INC.
Entity Central Index Key	0001467761
Entity Tax Identification Number	04-2621506
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	848 Elm Street
Entity Address, City or Town	Manchester
Entity Address, State or Province	NH
Entity Address, Postal Zip Code	03101
City Area Code	(833)
Local Phone Number	966-4646
Title of 12(b) Security	Common Stock, $0.01 per share
Trading Symbol	MINM
Security Exchange Name	NASDAQ
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		1,898,468

Condensed Consolidated Balance Sheets - USD ($)	Jun. 30, 2023	Dec. 31, 2022
Current assets
Cash and cash equivalents	$ 281,625	$ 530,110
Restricted cash	500,000	500,000
Accounts receivable, net of allowance of doubtful accounts of $209,710 and $138,331 as of June 30, 2023 and December 31, 2022, respectively	1,931,623	2,758,406
Inventories	18,472,097	25,415,206
Prepaid expenses and other current assets	240,778	360,735
Total current assets	21,426,123	29,564,457
Equipment, net	617,574	636,973
Operating lease right-of-use assets, net	94,250	173,480
Intangible assets, net	41,920	73,301
Other assets	584,414	511,795
Total assets	22,764,281	30,960,006
Current liabilities
Bank credit line	2,432,735	4,758,663
Accounts payable	8,725,022	2,837,191
Bridge loan agreement	1,000,000	1,000,000
Current maturities of operating lease liabilities	94,251	150,968
Accrued expenses	2,129,335	4,440,724
Deferred revenue, current	787,211	633,542
Total current liabilities	15,168,554	13,821,088
Operating lease liabilities, less current maturities		22,512
Deferred revenue, noncurrent	694,108	771,738
Total liabilities	15,862,662	14,615,338
Commitments and Contingencies (Note 7)
Stockholders’ equity
Preferred Stock, authorized: 2,000,000 shares at $0.01 par value; 0 shares issued and outstanding
Common Stock, authorized: 60,000,000 shares at $0.01 par value; issued and outstanding: 1,888,274 shares at June 30, 2023 and 1,877,970 shares at December 31, 2022 respectively	471,890	469,492
Additional paid-in capital	90,932,721	90,710,030
Accumulated deficit	(84,502,992)	(74,834,854)
Total stockholders’ equity	6,901,619	16,344,668
Total liabilities and stockholders’ equity	$ 22,764,281	$ 30,960,006

Condensed Consolidated Balance Sheets (Parenthetical) - USD ($)	Jun. 30, 2023	Dec. 31, 2022
Statement of Financial Position [Abstract]
Allowance for doubtful accounts	$ 209,710	$ 138,331
Preferred stock, shares authorized	2,000,000	2,000,000
Preferred stock, par value	$ 0.01	$ 0.01
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Common stock, shares authorized	60,000,000	60,000,000
Common stock, par value	$ 0.01	$ 0.01
Common stock, shares issued	1,888,274	1,877,970
Common stock, shares outstanding	1,888,274	1,877,970

Condensed Consolidated Statements of Operations (Unaudited) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Income Statement [Abstract]
Net sales	$ 7,194,757	$ 12,863,768	$ 17,946,541	$ 26,163,023
Cost of goods sold	6,708,857	10,325,007	14,851,438	19,433,025
Gross profit	485,900	2,538,761	3,095,103	6,729,998
Operating expenses:
Selling and marketing	3,588,709	3,831,608	7,312,521	7,483,634
General and administrative	1,170,520	1,618,613	2,496,984	3,069,645
Research and development	1,186,801	1,374,408	2,671,200	2,916,990
Total operating expenses	5,946,030	6,824,629	12,480,705	13,470,269
Operating loss	(5,460,130)	(4,285,868)	(9,385,602)	(6,740,271)
Other expense:
Interest expense, net	112,575	89,972	257,560	168,070
Total other expense	112,575	89,972	257,560	168,070
Loss before income taxes	(5,572,705)	(4,375,840)	(9,643,162)	(6,908,341)
Income taxes	24,976	50,719	24,976	56,719
Net loss	$ (5,597,681)	$ (4,426,559)	$ (9,668,138)	$ (6,965,060)
Net loss per share:
Net loss per share, Basic	$ (2.96)	$ (2.39)	$ (5.13)	$ (3.77)
Net loss per share, Diluted	$ (2.96)	$ (2.39)	$ (5.13)	$ (3.77)
Basic weighted average common and common equivalent shares	1,888,274	1,853,796	1,884,195	1,847,253
Diluted weighted average common and common equivalent shares	1,888,274	1,853,796	1,884,195	1,847,253

Condensed Consolidated Statements of Stockholders' Equity (Unaudited) - USD ($)	Common Stock [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]	Total
Beginning balance, value at Dec. 31, 2021	$ 458,850	$ 89,313,273	$ (59,285,610)	$ 30,486,513
Beginning balance, shares at Dec. 31, 2021	1,835,402
Net loss			(2,538,500)	(2,538,500)
Stock-based compensation		562,875		562,875
Stock option exercises, net	$ 1,807	97,362		99,169
Stock option exercises, shares	7,231
Ending balance, value at Mar. 31, 2022	$ 460,657	89,973,510	(61,824,110)	28,610,057
Ending balance, shares at Mar. 31, 2022	1,842,633
Beginning balance, value at Dec. 31, 2021	$ 458,850	89,313,273	(59,285,610)	30,486,513
Beginning balance, shares at Dec. 31, 2021	1,835,402
Net loss				(6,965,060)
Ending balance, value at Jun. 30, 2022	$ 463,158	90,381,124	(66,250,669)	24,593,613
Ending balance, shares at Jun. 30, 2022	1,852,638
Beginning balance, value at Dec. 31, 2021	$ 458,850	89,313,273	(59,285,610)	30,486,513
Beginning balance, shares at Dec. 31, 2021	1,835,402
Net loss				(15,549,244)
Ending balance, value at Dec. 31, 2022	$ 469,492	90,710,030	(74,834,854)	16,344,668
Ending balance, shares at Dec. 31, 2022	1,877,970
Beginning balance, value at Mar. 31, 2022	$ 460,657	89,973,510	(61,824,110)	28,610,057
Beginning balance, shares at Mar. 31, 2022	1,842,633
Net loss			(4,426,559)	(4,426,559)
Stock-based compensation		272,480		272,480
Stock option exercises, net	$ 2,501	135,134		137,635
Stock option exercises, shares	10,005
Ending balance, value at Jun. 30, 2022	$ 463,158	90,381,124	(66,250,669)	24,593,613
Ending balance, shares at Jun. 30, 2022	1,852,638
Beginning balance, value at Dec. 31, 2022	$ 469,492	90,710,030	(74,834,854)	16,344,668
Beginning balance, shares at Dec. 31, 2022	1,877,970
Net loss			(4,070,457)	(4,070,457)
Common stock issued for vested restricted stock units	$ 2,391	(2,391)
Common stock issued for vested restricted stock units, shares	9,565
Stock-based compensation		123,500		123,501
Ending balance, value at Mar. 31, 2023	$ 471,883	90,831,139	(78,905,311)	12,397,711
Ending balance, shares at Mar. 31, 2023	1,887,535
Beginning balance, value at Dec. 31, 2022	$ 469,492	90,710,030	(74,834,854)	16,344,668
Beginning balance, shares at Dec. 31, 2022	1,877,970
Net loss				(9,668,138)
Ending balance, value at Jun. 30, 2023	$ 471,890	90,932,721	(84,502,992)	6,901,619
Ending balance, shares at Jun. 30, 2023	1,888,274
Beginning balance, value at Mar. 31, 2023	$ 471,883	90,831,139	(78,905,311)	12,397,711
Beginning balance, shares at Mar. 31, 2023	1,887,535
Net loss			(5,597,681)	(5,597,681)
Common stock issued for vested restricted stock units	$ 7	(7)
Common stock issued for vested restricted stock units, shares	739
Stock-based compensation		101,589		101,589
Ending balance, value at Jun. 30, 2023	$ 471,890	$ 90,932,721	$ (84,502,992)	$ 6,901,619
Ending balance, shares at Jun. 30, 2023	1,888,274

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($)	3 Months Ended				6 Months Ended		12 Months Ended
	Jun. 30, 2023	Mar. 31, 2023	Jun. 30, 2022	Mar. 31, 2022	Jun. 30, 2023	Jun. 30, 2022	Dec. 31, 2022
Cash flows used in operating activities:
Net loss	$ (5,597,681)	$ (4,070,457)	$ (4,426,559)	$ (2,538,500)	$ (9,668,138)	$ (6,965,060)	$ (15,549,244)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization					338,024	433,845
Amortization of right-of-use assets					79,230	91,965
Amortization of debt issuance costs					21,407	35,407
Amortization of sales contract costs						19,209
Stock based compensation					225,089	835,355
Provision for accounts receivable allowances					71,379	(5,816)
Provision for inventory valuation adjustment						370,308
Changes in operating assets and liabilities:
Accounts receivable					755,404	(1,383,166)
Inventories					6,943,109	(819,885)
Prepaid expenses and other current assets					119,982	141,352
Other assets					22,223	27,489
Accounts payable					5,887,831	(1,104,566)
Accrued expenses					(2,311,414)	(500,865)
Deferred revenue					76,039	367,817
Operating lease liabilities					(79,229)	(92,636)
Net cash provided by (used in) operating activities					2,480,936	(8,549,247)
Cash flows from investing activities:
Purchases of equipment					(162,490)	(130,864)
Certification costs capitalized					(219,595)	(329,356)
Net cash used in investing activities					(382,085)	(460,220)
Cash flows from financing activities:
Net proceeds from (payment on) the bank credit line					(2,347,336)	453,582
Repayment of government loan						(34,252)
Proceeds from stock option exercises						236,802
Net cash provided by (used in) financing activities					(2,347,336)	656,132
Net increase (decrease) in cash and cash equivalents					(248,485)	(8,353,335)
Cash, cash equivalents, and restricted cash - Beginning		$ 1,030,110		$ 13,070,445	1,030,110	13,070,445	13,070,445
Cash, cash equivalents, and restricted cash - Ending	781,625		4,717,110		781,625	4,717,110	1,030,110
Cash paid during the period for:
Interest					154,882	167,703
Income taxes					24,976	56,719
Cash and cash equivalents	281,625		4,217,110		281,625	4,217,110	530,110
Restricted cash	500,000		500,000		500,000	500,000	$ 500,000
Total cash, cash equivalents and restricted cash	$ 781,625		$ 4,717,110		$ 781,625	$ 4,717,110

NATURE OF OPERATIONS AND BASIS OF PRESENTATION

6 Months Ended

Jun. 30, 2023

Accounting Policies [Abstract]

NATURE OF OPERATIONS AND BASIS OF PRESENTATION

(1) NATURE OF OPERATIONS AND BASIS OF PRESENTATION

Basis of Presentation

Liquidity

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

6 Months Ended

Jun. 30, 2023

Accounting Policies [Abstract]

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Recently Issued Accounting Standards

There have been no other new accounting pronouncements that have significance, or potential significance, to the Company’s financial position, results of operations and cash flows.

REVENUE AND OTHER CONTRACTS WITH CUSTOMERS

6 Months Ended

Jun. 30, 2023

Revenue from Contract with Customer [Abstract]

REVENUE AND OTHER CONTRACTS WITH CUSTOMERS

(3) REVENUE AND OTHER CONTRACTS WITH CUSTOMERS

Transaction Price Allocated to the Remaining Performance Obligations

Contract costs

Contract Balances

The following table reflects the contract balances as of the periods ended:

SCHEDULE OF CONTRACT BALANCES

	June 30, 2023		December 31, 2022

Deferred revenue, current	$	787,211	$	633,542
Deferred revenue, noncurrent	$	694,108	$	771,738

During the six months ended June 30, 2023, the change in contract balances was as follows:

SCHEDULE OF CHANGE IN CONTRACT BALANCES

Balance at December 31, 2022	$	1,405,280
Billings		450,039
Revenue recognized		(373,999	)
Balance at June 30, 2023	$	1,481,319

Disaggregation of Revenue

The following table sets forth our revenues by distribution channel:

	2023		2022		2023		2022
	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022

Retailers	$	6,566,682	$	12,743,191	$	16,848,031	$	25,084,480
Distributors		126,079		62,170		171,043		369,377
Other		501,996		58,407		927,467		709,166
Revenues	$	7,194,757	$	12,863,768	$	17,946,541	$	26,163,023

The following table sets forth our revenues by product:

	2023		2022		2023		2022
	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022

Cable modems & gateways	$	6,887,777	$	12,214,502	$	17,461,832	$	25,097,550
Other networking products		233,145		502,941		324,776		775,507
SaaS		73,835		146,325		159,933		289,966
Revenues	$	7,194,757	$	12,863,768	$	17,946,541	$	26,163,023

BALANCE SHEET COMPONENTS

6 Months Ended

Jun. 30, 2023

Organization, Consolidation and Presentation of Financial Statements [Abstract]

BALANCE SHEET COMPONENTS

(4) BALANCE SHEET COMPONENTS

Inventories

Inventories, net consists of the following:

SCHEDULE OF INVENTORIES

	June 30, 2023		December 31, 2022
Materials	$	282,696	$	397,133
Work in process		3,159,990		5,842,251
Finished goods		15,029,411		19,175,822
Total	$	18,472,097	$	25,415,206

Accrued expenses

Accrued expenses consist of the following:

SCHEDULE OF ACCRUED EXPENSES

	June 30, 2023		December 31, 2022
Inventory purchases	$	—	$	24,901
Payroll & related benefits		355,131		430,358
Professional fees		211,291		290,588
Royalty costs		—		1,650,000
Sales allowances		1,185,394		1,226,856
Sales and use tax		81,263		113,200
Other		296,256		704,821
Total accrued other expenses	$	2,129,335	$	4,440,724

BANK CREDIT LINES AND GOVERNMENT LOANS

6 Months Ended

Jun. 30, 2023

Debt Disclosure [Abstract]

BANK CREDIT LINES AND GOVERNMENT LOANS

(5) BANK CREDIT LINES AND GOVERNMENT LOANS

Bank Credit Line

As of June 30, 2023, the Company had $2.4 million outstanding, net of origination costs of $8 thousand, under the SVB Loan Agreement, and this credit line had availability of $25 thousand.

The interest rate on the bank credit lines was 9.25% as of June 30, 2023.

Covenants

In addition, pursuant to the SVB Loan Agreement, the Company cannot pay any dividends without the prior written consent of SVB.

Bridge Loan

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

Government Loans

Leases

6 Months Ended

Jun. 30, 2023

Leases

Leases

(6) Leases

The components of lease costs were as follows:

SCHEDULE OF COMPONENTS OF LEASE COSTS

	2023		2022		2023		2022
	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022

Operating lease costs	$	40,413	$	43,806	$	54,913	$	92,037
Short-term lease costs		8,900		—		17,800		—
Total lease costs	$	49,313	$	43,806	$	72,713	$	92,037

The weighted-average remaining lease term and discount rate were as follows:

	Period Ended June 30,
	2023			2022
Operating leases:
Weighted average remaining lease term (years)		0.7			1.6
Weighted average discount rate		3.8	%		4.2	%

Supplemental cash flow information and non-cash activity related to our operating leases are as follows:

	2023		2022
	Six Months ended June 30,
	2023		2022
Operating cash flow information:
Amounts included in measurement of lease liabilities	$	82,266	$	97,266
Non-cash activities:
ROU asset obtained in exchange for lease liability	$	—	$	103,914

The maturity of the Company’s operating lease liabilities as of June 30, 2023 were as follows:

Years ended December 31,
2023 (remainder)	$	73,114
2024		22,794
Total lease payments	$	95,908
Less: imputed interest		(1,657	)
Present value of operating lease liabilities	$	94,251
Operating lease liabilities, current	$	94,251
Operating lease liabilities, noncurrent	$	—

COMMITMENTS AND CONTINGENCIES

6 Months Ended

Jun. 30, 2023

Commitments and Contingencies Disclosure [Abstract]

COMMITMENTS AND CONTINGENCIES

(7) COMMITMENTS AND CONTINGENCIES

(a) Commitments

Years ended December 31,
2023 (remaining)	$	3,425,000
2024		7,100,000
2025		7,100,000
Total	$	17,625,000

(b) Contingencies

SIGNIFICANT CUSTOMER AND DEPENDENCY ON KEY SUPPLIERS

6 Months Ended

Jun. 30, 2023

Risks and Uncertainties [Abstract]

SIGNIFICANT CUSTOMER AND DEPENDENCY ON KEY SUPPLIERS

(8) SIGNIFICANT CUSTOMER AND DEPENDENCY ON KEY SUPPLIERS

INCOME TAXES

6 Months Ended

Jun. 30, 2023

Income Tax Disclosure [Abstract]

INCOME TAXES

(9) INCOME TAXES

RELATED PARTY TRANSACTIONS

6 Months Ended

Jun. 30, 2023

RELATED PARTY TRANSACTIONS

(10) RELATED PARTY TRANSACTIONS

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

EARNINGS (LOSS) PER SHARE

6 Months Ended

Jun. 30, 2023

Net loss per share:

EARNINGS (LOSS) PER SHARE

(11) EARNINGS (LOSS) PER SHARE

Net loss per share for the three and six months ended June 30, 2023 and 2022, respectively, are as follows:

SCHEDULE OF NET INCOME (LOSS) PER SHARE

	June 30, 2023			June 30, 2022			June 30, 2023			June 30, 2022
	Three Months Ended						Six Months Ended
	June 30, 2023			June 30, 2022			June 30, 2023			June 30, 2022
Numerator:
Net loss	$	(5,597,681	)	$	(4,426,559	)	$	(9,668,138	)	$	(6,965,060	)

Denominator:
Weighted average common shares - basic		1,888,274			1,853,796			1,884,195			1,847,253
Effect of dilutive common share equivalents		—			—			—			—
Weighted average common shares - dilutive		1,888,274			1,853,796			1,884,195			1,847,253

Basic and diluted	$	(2.96	)	$	(2.39	)	$	(5.13	)	$	(3.77	)

SUBSEQUENT EVENTS

6 Months Ended

Jun. 30, 2023

Subsequent Events [Abstract]

SUBSEQUENT EVENTS

(12) SUBSEQUENT EVENTS

Reverse Stock Split

Selected financial information		As Reported			Pro forma
Preferred Stock authorized		2,000,000			2,000,000
Preferred Stock issued		0			0
Common Stock authorized		60,000,000			60,000,000
Common Stock issued		46,949,240			1,887,969
Net Loss	$	(15,549,244	)	$	(15,549,244	)
Basic and diluted net loss per share	$	(0.34	)	$	(8.38	)
Weighted average common and common equivalent shares:
Basic and diluted		46,399,137			1,855,965

Non-binding letter of intent that may result in the Company being acquired

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)

6 Months Ended

Jun. 30, 2023

Accounting Policies [Abstract]

Recently Issued Accounting Standards

Recently Issued Accounting Standards

There have been no other new accounting pronouncements that have significance, or potential significance, to the Company’s financial position, results of operations and cash flows.

REVENUE AND OTHER CONTRACTS WITH CUSTOMERS (Tables)

6 Months Ended

Jun. 30, 2023

Revenue from Contract with Customer [Abstract]

SCHEDULE OF CONTRACT BALANCES

The following table reflects the contract balances as of the periods ended:

SCHEDULE OF CONTRACT BALANCES

	June 30, 2023		December 31, 2022

Deferred revenue, current	$	787,211	$	633,542
Deferred revenue, noncurrent	$	694,108	$	771,738

SCHEDULE OF CHANGE IN CONTRACT BALANCES

During the six months ended June 30, 2023, the change in contract balances was as follows:

SCHEDULE OF CHANGE IN CONTRACT BALANCES

Balance at December 31, 2022	$	1,405,280
Billings		450,039
Revenue recognized		(373,999	)
Balance at June 30, 2023	$	1,481,319

SCHEDULE OF DISAGGREGATION OF REVENUE BY DISTRIBUTION CHANNEL

The following table sets forth our revenues by distribution channel:

	2023		2022		2023		2022
	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022

Retailers	$	6,566,682	$	12,743,191	$	16,848,031	$	25,084,480
Distributors		126,079		62,170		171,043		369,377
Other		501,996		58,407		927,467		709,166
Revenues	$	7,194,757	$	12,863,768	$	17,946,541	$	26,163,023

The following table sets forth our revenues by product:

	2023		2022		2023		2022
	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022

Cable modems & gateways	$	6,887,777	$	12,214,502	$	17,461,832	$	25,097,550
Other networking products		233,145		502,941		324,776		775,507
SaaS		73,835		146,325		159,933		289,966
Revenues	$	7,194,757	$	12,863,768	$	17,946,541	$	26,163,023

BALANCE SHEET COMPONENTS (Tables)

6 Months Ended

Jun. 30, 2023

Organization, Consolidation and Presentation of Financial Statements [Abstract]

SCHEDULE OF INVENTORIES

Inventories, net consists of the following:

SCHEDULE OF INVENTORIES

	June 30, 2023		December 31, 2022
Materials	$	282,696	$	397,133
Work in process		3,159,990		5,842,251
Finished goods		15,029,411		19,175,822
Total	$	18,472,097	$	25,415,206

SCHEDULE OF ACCRUED EXPENSES

Accrued expenses consist of the following:

SCHEDULE OF ACCRUED EXPENSES

	June 30, 2023		December 31, 2022
Inventory purchases	$	—	$	24,901
Payroll & related benefits		355,131		430,358
Professional fees		211,291		290,588
Royalty costs		—		1,650,000
Sales allowances		1,185,394		1,226,856
Sales and use tax		81,263		113,200
Other		296,256		704,821
Total accrued other expenses	$	2,129,335	$	4,440,724

Leases (Tables)

6 Months Ended

Jun. 30, 2023

Leases

SCHEDULE OF COMPONENTS OF LEASE COSTS

The components of lease costs were as follows:

SCHEDULE OF COMPONENTS OF LEASE COSTS

	2023		2022		2023		2022
	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022

Operating lease costs	$	40,413	$	43,806	$	54,913	$	92,037
Short-term lease costs		8,900		—		17,800		—
Total lease costs	$	49,313	$	43,806	$	72,713	$	92,037

SCHEDULE OF WEIGHTED AVERAGE REMAINING LEASE TERM AND DISCOUNT RATE

The weighted-average remaining lease term and discount rate were as follows:

	Period Ended June 30,
	2023			2022
Operating leases:
Weighted average remaining lease term (years)		0.7			1.6
Weighted average discount rate		3.8	%		4.2	%

SCHEDULE OF SUPPLEMENTAL CASH FLOW INFORMATION RELATED TO OPERATING LEASES

Supplemental cash flow information and non-cash activity related to our operating leases are as follows:

	2023		2022
	Six Months ended June 30,
	2023		2022
Operating cash flow information:
Amounts included in measurement of lease liabilities	$	82,266	$	97,266
Non-cash activities:
ROU asset obtained in exchange for lease liability	$	—	$	103,914

SCHEDULE OF MATURITY OF OPERATING LEASE LIABILITIES

The maturity of the Company’s operating lease liabilities as of June 30, 2023 were as follows:

Years ended December 31,
2023 (remainder)	$	73,114
2024		22,794
Total lease payments	$	95,908
Less: imputed interest		(1,657	)
Present value of operating lease liabilities	$	94,251
Operating lease liabilities, current	$	94,251
Operating lease liabilities, noncurrent	$	—

COMMITMENTS AND CONTINGENCIES (Tables)

6 Months Ended

Jun. 30, 2023

Commitments and Contingencies Disclosure [Abstract]

SCHEDULE OF MINIMUM ANNUAL ROYALTY PAYMENTS

Years ended December 31,
2023 (remaining)	$	3,425,000
2024		7,100,000
2025		7,100,000
Total	$	17,625,000

EARNINGS (LOSS) PER SHARE (Tables)

6 Months Ended

Jun. 30, 2023

Net loss per share:

SCHEDULE OF NET INCOME (LOSS) PER SHARE

Net loss per share for the three and six months ended June 30, 2023 and 2022, respectively, are as follows:

SCHEDULE OF NET INCOME (LOSS) PER SHARE

	June 30, 2023			June 30, 2022			June 30, 2023			June 30, 2022
	Three Months Ended						Six Months Ended
	June 30, 2023			June 30, 2022			June 30, 2023			June 30, 2022
Numerator:
Net loss	$	(5,597,681	)	$	(4,426,559	)	$	(9,668,138	)	$	(6,965,060	)

Denominator:
Weighted average common shares - basic		1,888,274			1,853,796			1,884,195			1,847,253
Effect of dilutive common share equivalents		—			—			—			—
Weighted average common shares - dilutive		1,888,274			1,853,796			1,884,195			1,847,253

Basic and diluted	$	(2.96	)	$	(2.39	)	$	(5.13	)	$	(3.77	)

SUBSEQUENT EVENTS (Tables)

6 Months Ended

Jun. 30, 2023

Subsequent Events [Abstract]

SCHEDULE OF PRO FORMA FINANCIAL INFORMATION

Selected financial information		As Reported			Pro forma
Preferred Stock authorized		2,000,000			2,000,000
Preferred Stock issued		0			0
Common Stock authorized		60,000,000			60,000,000
Common Stock issued		46,949,240			1,887,969
Net Loss	$	(15,549,244	)	$	(15,549,244	)
Basic and diluted net loss per share	$	(0.34	)	$	(8.38	)
Weighted average common and common equivalent shares:
Basic and diluted		46,399,137			1,855,965

NATURE OF OPERATIONS AND BASIS OF PRESENTATION (Details Narrative) - USD ($)	3 Months Ended				6 Months Ended		12 Months Ended
	Jun. 30, 2023	Mar. 31, 2023	Jun. 30, 2022	Mar. 31, 2022	Jun. 30, 2023	Jun. 30, 2022	Dec. 31, 2022
Accounting Policies [Abstract]
Net Income (Loss) Attributable to Parent	$ 5,597,681	$ 4,070,457	$ 4,426,559	$ 2,538,500	$ 9,668,138	$ 6,965,060	$ 15,549,244
Net Cash Provided by (Used in) Operating Activities					2,480,936	(8,549,247)
Accumulated deficit	84,502,992				84,502,992		74,834,854
Cash and Cash Equivalents, at Carrying Value	$ 281,625		$ 4,217,110		$ 281,625	$ 4,217,110	$ 530,110

SCHEDULE OF CONTRACT BALANCES (Details) - USD ($)	Jun. 30, 2023	Dec. 31, 2022
Revenue from Contract with Customer [Abstract]
Deferred revenue, current	$ 787,211	$ 633,542
Deferred revenue, noncurrent	$ 694,108	$ 771,738

SCHEDULE OF CHANGE IN CONTRACT BALANCES (Details)	6 Months Ended
SCHEDULE OF CHANGE IN CONTRACT BALANCES (Details)	Jun. 30, 2023 USD ($)
Revenue from Contract with Customer [Abstract]
Beginning balance	$ 1,405,280
Billings	450,039
Revenue recognized	(373,999)
Ending balance	$ 1,481,319

SCHEDULE OF DISAGGREGATION OF REVENUE BY DISTRIBUTION CHANNEL (Details) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Disaggregation of Revenue [Line Items]
Revenues	$ 7,194,757	$ 12,863,768	$ 17,946,541	$ 26,163,023
Cable modems and Gateways [Member]
Disaggregation of Revenue [Line Items]
Revenues	6,887,777	12,214,502	17,461,832	25,097,550
Other Networking Product [Member]
Disaggregation of Revenue [Line Items]
Revenues	233,145	502,941	324,776	775,507
SaaS [Member]
Disaggregation of Revenue [Line Items]
Revenues	73,835	146,325	159,933	289,966
Retailers [Member]
Disaggregation of Revenue [Line Items]
Revenues	6,566,682	12,743,191	16,848,031	25,084,480
Distributors [Member]
Disaggregation of Revenue [Line Items]
Revenues	126,079	62,170	171,043	369,377
Other [Member]
Disaggregation of Revenue [Line Items]
Revenues	$ 501,996	$ 58,407	$ 927,467	$ 709,166

SCHEDULE OF INVENTORIES (Details) - USD ($)	Jun. 30, 2023	Dec. 31, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Materials	$ 282,696	$ 397,133
Work in process	3,159,990	5,842,251
Finished goods	15,029,411	19,175,822
Total	$ 18,472,097	$ 25,415,206

SCHEDULE OF ACCRUED EXPENSES (Details) - USD ($)	Jun. 30, 2023	Dec. 31, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Inventory purchases		$ 24,901
Payroll & related benefits	355,131	430,358
Professional fees	211,291	290,588
Royalty costs		1,650,000
Sales allowances	1,185,394	1,226,856
Sales and use tax	81,263	113,200
Other	296,256	704,821
Total accrued other expenses	$ 2,129,335	$ 4,440,724

BALANCE SHEET COMPONENTS (Details Narrative) - USD ($) $ in Millions	Jun. 30, 2023	Dec. 31, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Finished goods held by customer	$ 3.5	$ 4.2
In-transit inventory	0.0	0.0
Inventory reserves	$ 2.2	$ 2.5

BANK CREDIT LINES AND GOVERNMENT LOANS (Details Narrative) - USD ($)			3 Months Ended		6 Months Ended		12 Months Ended
	Nov. 30, 2022	Mar. 12, 2021	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022	Dec. 31, 2020	Dec. 31, 2022	Dec. 12, 2022	Dec. 30, 2020
Line of Credit Facility [Line Items]
Amortization of debt issuance costs					$ 21,407	$ 35,407
Lines of credit			$ 2,432,735		2,432,735			$ 4,758,663
Interest expense			112,575	$ 89,972	257,560	168,070
Accured interest			69,000		69,000
Paycheck Protection Program [Member]
Line of Credit Facility [Line Items]
Interest rate, percentage										1.00%
Repayments of debt					34,000
Unsecured debt										$ 1,128,000
Loan forgiveness							$ 1,068,000
SVB Loan Agreement [Member]
Line of Credit Facility [Line Items]
Line of credit facility, description		The borrowing base equals the sum of (a) 85.0 percent of eligible customer receivables, plus (b) the least of (i) 60 percent of the value of eligible inventory (valued at cost), (ii) 85% of the net orderly liquidation value of inventory, and (iii) $6.2 million in each, as determined by SVB from the Company’s most recent borrowing base statement; provided that SVB has the right to decrease the foregoing percentages in its good faith business judgment to mitigate the impact of events, conditions, contingencies, or risks which may adversely affect the collateral or its value.
Interest expense					20,000
SVB Loan Agreement [Member] \| Slingshot Capital LLC [Member]
Line of Credit Facility [Line Items]
Interest rate, percentage	8.00%
Bridge Loan Agreement [Member]
Line of Credit Facility [Line Items]
Unpaid bear interest rate percentage	14.00%
Annual interest rate percentage	18.00%
Debt instrument, collateral	In connection with the Bridge Loan Agreement, the Company, Slingshot Capital, and Silicon Valley Bank (the “Senior Lender”) executed a subordination agreement (the “Subordination Agreement”) on November 30, 2022. The Loan Agreement is subordinated to the outstanding indebtedness and obligations under the Company’s senior credit facility. Subject to the Senior Lender’s written consent, the Company shall grant Slingshot Capital a second-priority security interest in all of the Company’s collateral, which shall be subordinated to any and all security interests granted to the Senior Lender and at all times shall be limited to the same collateral granted to the Senior Lender under the senior credit facility
Bridge Loan Agreement [Member] \| Slingshot Capital LLC [Member]
Line of Credit Facility [Line Items]
Proceeds from short term debt	$ 1,000,000
Proceeds from other drawn	500,000
Repayments of debt	20,000
Bridge Loan Agreement [Member] \| Maximum [Member] \| Slingshot Capital LLC [Member]
Line of Credit Facility [Line Items]
Principal amount	$ 1,500,000
Revolving Credit Facility [Member] \| SVB Loan Agreement [Member]
Line of Credit Facility [Line Items]
Line of credit facility, principal amount		$ 25,000,000.0
Line of credit facility, description		Loans under the credit facility bear interest at a rate per annum equal to (i) at all times when a streamline period is in effect, the greater of (a) one-half of one percent (0.50%) above the Prime Rate or (b) three and three-quarters of one percent (3.75%) and (ii) at all times when a streamline period is not effect, the greater of (a) one percent (1.0%) above the Prime Rate and (b) four and one-quarter of one percent (4.25%).
Unamortized discount									$ 143,000
Amortization of debt issuance costs			6,000	$ 18,000	21,000	$ 35,000
Lines of credit			2,400,000		2,400,000
Deferred finance costs			8,000		8,000
Line of credit facility remaining borrowing capacity			$ 25,000		$ 25,000
Interest rate, percentage			9.25%		9.25%
Revolving Credit Facility [Member] \| SVB Loan Agreement [Member] \| Maximum [Member]
Line of Credit Facility [Line Items]
Line of credit, value									25,000,000
Revolving Credit Facility [Member] \| SVB Loan Agreement [Member] \| Minimum [Member]
Line of Credit Facility [Line Items]
Line of credit, value									$ 10,000,000

SCHEDULE OF COMPONENTS OF LEASE COSTS (Details) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Leases
Operating lease costs	$ 40,413	$ 43,806	$ 54,913	$ 92,037
Short-term lease costs	8,900		17,800
Total lease costs	$ 49,313	$ 43,806	$ 72,713	$ 92,037

SCHEDULE OF WEIGHTED AVERAGE REMAINING LEASE TERM AND DISCOUNT RATE (Details)	Jun. 30, 2023	Jun. 30, 2022
Leases
Weighted average remaining lease term	8 months 12 days	1 year 7 months 6 days
Weighted average discount rate	3.80%	4.20%

SCHEDULE OF SUPPLEMENTAL CASH FLOW INFORMATION RELATED TO OPERATING LEASES (Details) - USD ($)	6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022
Leases
Amounts included in measurement of lease liabilities	$ 82,266	$ 97,266
ROU asset obtained in exchange for lease liability		$ 103,914

SCHEDULE OF MATURITY OF OPERATING LEASE LIABILITIES (Details) - USD ($)	Jun. 30, 2023	Dec. 31, 2022
Leases
2023 (remainder)	$ 73,114
2024	22,794
Total lease payments	95,908
Less: imputed interest	(1,657)
Present value of operating lease liabilities	94,251
Operating lease liabilities, current	94,251	$ 150,968
Operating lease liabilities, noncurrent		$ 22,512

Leases (Details Narrative)	6 Months Ended
Leases (Details Narrative)	Jun. 30, 2023
Leases
Lease term	initial term of 12 months or less.

SCHEDULE OF MINIMUM ANNUAL ROYALTY PAYMENTS (Details)	Jun. 30, 2023 USD ($)
Commitments and Contingencies Disclosure [Abstract]
2023 (remaining)	$ 3,425,000
2024	7,100,000
2025	7,100,000
Total	$ 17,625,000

COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2021
Commitments and Contingencies Disclosure [Abstract]
Royalty expense	$ 1.7	$ 1.7	$ 3.4		$ 3.3
Royalty payments			4.4	$ 1.7
Accounts payable	4.4	0.0	4.4	0.0
Accrued expenses	$ 0.0	$ 1.7	$ 0.0	$ 1.7

SIGNIFICANT CUSTOMER AND DEPENDENCY ON KEY SUPPLIERS (Details Narrative)	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Revenue Benchmark [Member] \| Customer Concentration Risk [Member] \| Two Companies [Member]
Concentration Risk [Line Items]
Concentration risk percentage	82.00%	91.00%
Revenue Benchmark [Member] \| Customer Concentration Risk [Member] \| Two and Three Companies [Member]
Concentration Risk [Line Items]
Concentration risk percentage				91.00%
Accounts Receivable [Member] \| Customer Concentration Risk [Member] \| Three Companies [Member]
Concentration Risk [Line Items]
Concentration risk percentage			77.00%
Inventories [Member] \| Supplier Concentration Risk [Member] \| Two Suppliers [Member]
Concentration Risk [Line Items]
Concentration risk percentage	97.00%	98.00%

INCOME TAXES (Details Narrative) - USD ($)	3 Months Ended		6 Months Ended
INCOME TAXES (Details Narrative) - USD ($)	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022	Dec. 31, 2022
Operating Loss Carryforwards [Line Items]
Income Tax Expense (Benefit)	$ 24,976	$ 50,719	$ 24,976	$ 56,719
MEXICO
Operating Loss Carryforwards [Line Items]
Income Tax Expense (Benefit)	6,000	$ 6,000
Domestic Tax Authority [Member]
Operating Loss Carryforwards [Line Items]
Net operating loss carryforward	59,800,000		$ 59,800,000		$ 60,600,000
Expiration term			They are due to expire in varying amounts from 2023 to 2041.
Net operating loss carry forwards expiration	25,300,000		$ 25,300,000
State and Local Jurisdiction [Member]
Operating Loss Carryforwards [Line Items]
Net operating loss carryforward	$ 34,200,000		$ 34,200,000		$ 29,800,000
Expiration term			They are due to expire in varying amounts from 2033 through 2041.

RELATED PARTY TRANSACTIONS (Details Narrative)		3 Months Ended		6 Months Ended
RELATED PARTY TRANSACTIONS (Details Narrative)	Nov. 30, 2022 USD ($)	Jun. 30, 2023 USD ($) ft²	Jun. 30, 2022 USD ($)	Jun. 30, 2023 USD ($) ft²	Jun. 30, 2022 USD ($)
Related Party Transaction [Line Items]
Area of land \| ft²		2,656		2,656
Rent expense		$ 9,000	$ 8,000	$ 18,000	$ 16,000
Bridge Loan Agreement [Member] \| Slingshot Capital LLC [Member]
Related Party Transaction [Line Items]
Proceeds from short term debt	$ 1,000,000
Proceeds from other drawn	500,000
Bridge Loan Agreement [Member] \| Slingshot Capital LLC [Member] \| Maximum [Member]
Related Party Transaction [Line Items]
Principal amount	$ 1,500,000

SCHEDULE OF NET INCOME (LOSS) PER SHARE (Details) - USD ($)	3 Months Ended				6 Months Ended		12 Months Ended
	Jun. 30, 2023	Mar. 31, 2023	Jun. 30, 2022	Mar. 31, 2022	Jun. 30, 2023	Jun. 30, 2022	Dec. 31, 2022
Net loss per share:
Net loss	$ (5,597,681)	$ (4,070,457)	$ (4,426,559)	$ (2,538,500)	$ (9,668,138)	$ (6,965,060)	$ (15,549,244)
Weighted average common shares - basic	1,888,274		1,853,796		1,884,195	1,847,253
Effect of dilutive common share equivalents
Weighted average common shares - dilutive	1,888,274		1,853,796		1,884,195	1,847,253
Basic	$ (2.96)		$ (2.39)		$ (5.13)	$ (3.77)
Diluted	$ (2.96)		$ (2.39)		$ (5.13)	$ (3.77)

EARNINGS (LOSS) PER SHARE (Details Narrative) - shares	3 Months Ended		6 Months Ended
EARNINGS (LOSS) PER SHARE (Details Narrative) - shares	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Net loss per share:
Anti-dilutive securities	22,717	22,717	1,350,839	1,350,839

SCHEDULE OF PRO FORMA FINANCIAL INFORMATION (Details) - USD ($)	3 Months Ended				6 Months Ended		12 Months Ended
	Jun. 30, 2023	Mar. 31, 2023	Jun. 30, 2022	Mar. 31, 2022	Jun. 30, 2023	Jun. 30, 2022	Dec. 31, 2022
Preferred Stock authorized	2,000,000				2,000,000		2,000,000
Preferred Stock issued	0				0		0
Common Stock authorized	60,000,000				60,000,000		60,000,000
Common Stock issued	1,888,274				1,888,274		1,877,970
Net Income (Loss) Attributable to Parent	$ (5,597,681)	$ (4,070,457)	$ (4,426,559)	$ (2,538,500)	$ (9,668,138)	$ (6,965,060)	$ (15,549,244)
Basic net loss per share	$ (2.96)		$ (2.39)		$ (5.13)	$ (3.77)
Diluted net loss per share	$ (2.96)		$ (2.39)		$ (5.13)	$ (3.77)
Weighted average common and common equivalent shares, basic	1,888,274		1,853,796		1,884,195	1,847,253
Weighted average common and common equivalent shares, diluted	1,888,274		1,853,796		1,884,195	1,847,253
Reverse Stock Split [Member]
Preferred Stock authorized							2,000,000
Preferred Stock authorized, Pro forma							2,000,000
Preferred Stock issued							0
Preferred Stock issued, Pro forma							0
Common Stock authorized							60,000,000
Common Stock authorized, Pro forma							60,000,000
Common Stock issued							46,949,240
Common Stock issued, Pro forma							1,887,969
Net Loss, Pro forma							$ (15,549,244)
Basic net loss per share							$ (0.34)
Diluted net loss per share							(0.34)
Basic net loss per share, Pro forma							(8.38)
Diluted net loss per share, Pro forma							$ (8.38)
Weighted average common and common equivalent shares, basic							46,399,137
Weighted average common and common equivalent shares, diluted							46,399,137
Weighted average common and common equivalent shares, basic Pro forma							1,855,965
Weighted average common and common equivalent shares, diluted Pro forma							1,855,965