What changed in this filing

/stocks — the workspaceLOADING

Item 1. Business

2023-03-31 compared with 2022-03-31 · 464 added, 489 removed, 768 unchanged (55% of the section changed)

was founded in 1977 as a networking company and now delivers intelligent software to protect and improve the WiFi connections

we depend on to work, learn, and live.

Headquartered in Manchester, New Hampshire, Minim holds the exclusive global license to

design, manufacture, and sell consumer networking products under the Motorola brand.

Our cable and WiFi products, with an intelligent

operating system and bundled mobile app, can be found in leading retailers and e-commerce channels in the United States (“U.S.”).

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.

was founded in 1977 as a networking company and now delivers intelligent software to protect and improve the WiFi connections we depend

on to work, learn, and live.

Headquartered in Manchester, New Hampshire, Minim holds the exclusive global license to design, manufacture,

and sell consumer networking products under the Motorola brand.

Our cable and WiFi products, with an intelligent operating system and

bundled mobile app, can be found in leading retailers and e-commerce channels in the United States (“U.S.”).

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.

mission is to make WiFi safe and supportive for everyone.

We believe that to do this, we must develop and distribute connectivity

software that delivers frequent network security updates, helpful apps, extensive personalization options, and a delightful interface.

As people increasingly depend on their WiFi for streaming, working, learning, telemedicine, education, and potentially the Metaverse,

our primary objective is to leverage trends and build upon our position as a leading provider of intelligent networking products.

can accomplish this by innovating advanced products with the latest connectivity standards and expanding our footprint both nationally

and globally via top retailers, e-commerce platforms, and app stores.

December 4, 2020, Minim acquired Zoom Connectivity, Inc.

(“Zoom Connectivity”).

Zoom Connectivity is a Delaware corporation

that delivered its WiFi management and security Software as a Service (“SaaS”) to Internet Service Providers (ISPs) to unlock

bottom line growth through increased subscriber acquisition, retention, and support cost efficiency.

The Zoom Connectivity solution offered

a web application for customer service representatives to effectively support subscribers and a mobile app for home users to manage their

network settings, security, privacy and parental controls.

The Company’s intuitive applications, built on proprietary device fingerprinting

technology, also empowers businesses to secure and manage satellite offices and remote employee networks.

Offering a full API suite,

the Minim platform has been integrated with third-party hardware platforms and has been designed for ultra-extensibility as wireless

technology advances.

Subsequent to the merger, the Company re-branded itself as Minim from Zoom Telephonics.

Minim has been investing in WiFi software development, cable

modem products, including both cable modems and cable modem/routers (“gateways”), were Minim’s highest revenue product

category between 2015 through 2021.

Cable modems provide a high-bandwidth connection to the Internet through a cable service provider’s

managed broadband network.

Minim began shipping cable modems in 2000 and acquired a geographically-restricted license to sell Motorola-branded

cable networking products in 2016.

From 2016 through 2021, the Company sold networking products under its previously-owned ZOOM

trademark as well as the Motorola brand.

Minim’s primary means of distribution to end-users in the U.S., our primary market, is

through national retailers, e-commerce platforms, and distributors.

In response to demand for faster connection speeds, security by design,

and increased functionality, we have invested and continue to invest resources to advance our cable modem product line.

We believe that to do this, we must develop and distribute connectivity software

that delivers frequent network security updates, helpful apps, extensive personalization options, and a delightful interface.

increasingly depend on their WiFi for streaming, working, learning, telemedicine, education, and potentially the Metaverse, our primary

objective is to leverage trends and build upon our position as a leading provider of intelligent networking products.

We can accomplish

this by innovating advanced products with the latest connectivity standards and expanding our footprint both nationally and globally

via top retailers, e-commerce platforms, and app stores.

Minim has been investing in WiFi software development, cable modem products, including both cable modems and cable modem/routers (“gateways”),

were Minim’s highest revenue product category between 2015 through 2022.

Cable modems provide a high-bandwidth connection to the

Internet through a cable service provider’s managed broadband network.

Minim began shipping cable modems in 2000 and acquired a

geographically-restricted license to sell Motorola-branded cable networking products in 2016.

From 2016 through 2021, the Company sold

networking products under its previously-owned ZOOM trademark as well as the Motorola brand.

Minim’s primary means of distribution

to end-users in the U.S., our primary market, is through national retailers, e-commerce platforms, and distributors.

In response to demand

for faster connection speeds, security by design, and increased functionality, we have invested and continue to invest resources to advance

our cable modem product line.

strategy is to address the increasing demands of broadband users with advanced technology and build upon our position as a leading home

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The key pillars to our strategy are as follows:

high-margin software – Our cloud-based software is currently a companion to home networking equipment and

has the potential to be distributed on its own.

We are focused on transforming our established hardware sales into a platform for software

distribution and have an ambitious roadmap to make it so much more.

We believe quality WiFi software is a profit driver, lending

to higher Average Selling Prices (ASPs) and the ability to form a lasting relationship with an end user for product upsells.

addition, our APIs allow third-party hardware vendors and ISPs to leverage Minim in their own products.

high-margin software – Our cloud-based software is currently a companion to home networking equipment and has the

potential to be distributed on its own.

We are focused on transforming our established hardware sales into a platform for software distribution

and have an ambitious roadmap to make it so much more.

We believe quality WiFi software is a profit driver, lending to higher Average

Selling Prices (ASPs) and the ability to form a lasting relationship with an end user for product upsells.

In addition, our APIs allow

third-party hardware vendors and ISPs to leverage Minim in their own products.

Customer-driven

design – With continued investment in warranties and omni-channel customer service, we see our direct and frequent

connection to end users as a market advantage that informs our product roadmap.

The Company continues to invest in research and development

with the latest connectivity standards— such as DOCSIS 3.1, WiFi 6 and 6E, EasyMesh, and 5G— to design advanced

products while optimizing costs to maintain a healthy, price segmented portfolio.

In 2021, the Company brought firmware development

in-house (“MinimOS”) to accelerate product time-to-market and improve Quality of Experience;

as part of this, Minim is now

part of the widely supported TIP Open WiFi community.

design – With continued investment in warranties and omni-channel customer service, we see our direct and frequent connection

to end users as a market advantage that informs our product roadmap.

The Company continues to invest in research and development with

the latest connectivity standards— such as DOCSIS 3.1, WiFi 6 and 6E, EasyMesh, and 5G— to design advanced products while

optimizing costs to maintain a healthy, price segmented portfolio.

In 2021, the Company brought firmware development in-house (“MinimOS”)

to accelerate product time-to-market and improve Quality of Experience;

as part of this, Minim is now part of the widely supported TIP

Open WiFi community.

sales reach – We maintain strong sales channel relationships by delivering value-driven products in a way that complements,

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Our hardware portfolio includes:

cable modems, cable modem/routers, mobile broadband modems, wireless routers, MoCA adapters, and

mesh home networking devices.

cable modems, cable modem/routers, mobile broadband modems, wireless routers, Multimedia over

Coax Alliance (MoCA) adapters, and mesh home networking devices.

Our SaaS platform includes:

mobile applications, a web application, API suites, and an open-source

embedded agent for networking devices.

have sold home networking products under the globally-recognized Motorola brand, as well as under our previously owned

ZOOM trademark.

Our hardware and SaaS products are purchased by consumers to support and protect their family’s connected

ISPs to reduce support costs and increase revenue with digitally transformed support and value-added services;

and by businesses

to affordably support and secure satellite and remote worker networks.

May 2015, Minim entered into an agreement to license certain Motorola trademarks from Motorola Trademark Holdings, LLC (“Motorola”)

for cable modem products.

The agreement includes numerous requirements intended to assure the quality and reputation of Motorola®

brand products.

In January 2016, Minim, through its MTRLC LLC subsidiary, which was formed on October 6, 2015, began shipping

cable modems under the Motorola® brand.

In August 2016, we extended our Motorola license to a worldwide exclusive license that includes

cable modems and gateways, WiFi routers, WiFi range extenders, powerline communication devices, and related products.

In August 2017,

we further extended our Motorola license to a worldwide exclusive license for DSL modems and gateways, cellular modems and gateways,

and MoCA products, and to a worldwide non-exclusive license for cellular sensors.

We introduced under the Motorola brand two WiFi routers,

one range extender, and one MoCA adapter in 2017.

In 2018, we introduced into the retail market under the Motorola brand two WiFi routers

and a DSL modem/router.

In March 2020, Minim entered into an amendment to extend the License Agreement with Motorola Mobility LLC (the

“2020 Amendment”) through December 31, 2025.

The 2020 Amendment expands Minim’s exclusive license to use the Motorola

trademark to a wide range of authorized channels worldwide, including Direct to Consumer Channels and Service Provider Channels.

2020, Minim entered into a License Agreement with Motorola Mobility LLC to sell consumer grade home security and monitoring products

and to provide related services (the “2020 License Agreement”).

The term of the 2020 License Agreement runs through December

31, 2025 and includes minimum licensing payments beginning in 2021 and continuing through the remainder of the agreement term.

License Agreement applies to a wide range of products, including consumer grade cellular modems and gateways, DSL modems and gateways,

and MoCA adapters for networking and home security products and services.

mobile applications, a web application,

API suites, and an open-source embedded agent for networking devices.

have sold home networking products under the globally-recognized Motorola brand, as well as under our previously owned ZOOM trademark.

Our hardware and SaaS products are purchased by consumers to support and protect their family’s connected devices;

ISPs to reduce

support costs and increase revenue with digitally transformed support and value-added services;

and by businesses to affordably support

and secure satellite and remote worker networks.

The 2020 License Agreement applies to a wide

range of products, including consumer grade cellular modems and gateways, DSL modems and gateways, and MoCA adapters for networking and

home security products and services.

In 2020, we extended our home networking product assortment with the launch of Motorola Mesh Router

Systems and have since grown our mesh product line to include five systems including the latest generation of WiFi 6E technology.

total our catalog of hardware products has expanded to over twenty four home networking devices.

In that same year, we started to enable

our hardware with our Minim OS software, branded under the name Moto-Sync and providing consumers a whole home network solution.

Networking Hardware

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network insights.

API suite and MinimOS for third-party hardware vendors, ISPs, and other partners to integrate with the Minim platform,

leverage Minim functionality, and manage their own account data.

A foundational component of our SaaS is an open-source embedded

agent for integration with any third-party router firmware.

API suite and MinimOS for third-party hardware vendors, ISPs, and other partners to integrate with the Minim platform, leverage

Minim functionality, and manage their own account data.

A foundational component of our SaaS is an open-source embedded agent for

integration with any third-party router firmware.

for Markets outside North America

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However, we expect to see growth outside

North America as we expand our ISP customer base and portfolio of retail routers, mesh systems, and other local area network products

under our worldwide Motorola brand license.

North America as we expand our customer base and portfolio of retail routers, mesh systems, and other local area network products under

our worldwide Motorola brand license.

hardware products for countries outside the U.S.

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new products into markets outside North America can incur significant costs and time to market.

In 1993, we introduced our first dial-up

modem approved for selected Western European countries.

Since then, we have sold our products into a number of markets outside North

We have received regulatory certifications for a number of countries, including the U.S., the United Kingdom (“UK”),

We have planned product line enhancements to enable new market expansion.

Most importantly for sales outside the U.S., we

are working toward selling Motorola brand home networking hardware and SaaS products in the UK, Canada, Latin America, India,

Mexico and other regions.

We have planned product line enhancements

to enable new market expansion.

Most importantly for sales outside the U.S., we are working toward selling Motorola brand home networking

hardware and SaaS products in Canada and Mexico.

sell our products primarily through high-volume retailers and distributors (“B2C”), Internet service providers, individual

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inventory levels, and to offer a balanced selection of attractive products.

Relatively few customers

account for a substantial portion of the Company’s revenues.

In 2021, two customers accounted for 10% or greater individually,

and 92% in the aggregate of the Company’s total net sales.

At December 31, 2021, four customers with an accounts receivable

few customers account for a substantial portion of the Company’s revenues.

In 2022, two customers accounted for 10% or greater

individually, and 87% in the aggregate of the Company’s total net sales.

At December 31, 2022, two customers with an accounts receivable

balance of 10% or greater individually accounted for a combined 75% of the Company’s accounts receivable.

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accounted for 10% or greater individually, and 92% in the aggregate of the Company’s total net sales.

At December 31, 2020,

three customers with an accounts receivable balance of 10% or greater individually accounted for a combined 85% of the Company’s

accounts receivable.

At December 31, 2021, four

customers with an accounts receivable balance of 10% or greater individually accounted for a combined 86% of the Company’s accounts

and Retailers outside North America

markets outside North America we sell and ship our hardware products primarily to distributors.

Our SaaS is globally sold via

licenses to ISPs and Resellers globally.

We believe that sales growth outside North America will continue to require substantial additional

investments of resources for product design and testing, regulatory certifications, native-language instruction manuals and software,

packaging, sales support, and technical support.

We have made this investment in the past for many countries, and we expect to make this

investment for some countries and products in the future.

However, we anticipate that the majority of sales in the next two years will

come from North America, partly because the U.S.

Our SaaS is globally sold via licenses

to ISPs and Resellers globally.

We believe that sales growth outside North America will continue to require substantial additional investments

of resources for product design and testing, regulatory certifications, native-language instruction manuals and software, packaging,

sales support, and technical support.

We have made this investment in the past for many countries, and we expect to make this investment

for some countries and products in the future.

However, we anticipate that the majority of sales in the next two years will come from

North America, partly because the U.S.

is one of the few countries with a robust retail cable modem market due to Federal regulations

As we expand our product portfolio beyond cable modems and serve ISPs directly and through Reseller relationships, we envision

the proportion of our sales from countries outside the U.S.

As we expand our product portfolio beyond cable modems and through Reseller relationships, we envision the proportion of

our sales from countries outside the U.S.

will increase.

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Our North American distributors include D&H Distributing and

Ingram Micro.

Summit Growth Partners.

Service Providers & Businesses

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Canada, the UK, and South Africa.

In October 2022, the Company announced that it will exit from its ISP related business to focus on

its core strategy.

and Router Manufacturers

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Marketing and Support

North America we sell our Zoom®, Motorola®, and Minim® products through a direct sales force and commissioned independent

sales representatives to retailers;

North America, we sell our Motorola, and Minim® products through a direct sales force and commissioned independent sales representatives

to retailers;

through channel resellers;

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trade shows, and public relations.

We promote Zoom® and Minim® brand awareness through similar means, as well as engaging in

industry associations, content marketing, outbound sales development, analyst briefings, and open-source project contribution.

We promote Minim® brand awareness through similar means, as well as engaging in industry associations,

content marketing, outbound sales development, analyst briefings, and open-source project contributions.

develop quality products that are user-friendly and are designed to require minimal support.

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They provide telephone support six days per week in English and Spanish

and aim to continuously expand of languages, availability, and support channels.

and aim to continuously expand languages, availability, and support channels.

Our technical support specialists also maintain a significant

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including some cellular modems and some future cellular sensors.

Company’s costs on research and development for the years ended December 31, 2021 and 2020 were $6.2 million and $3.8

million, respectively.

As of December 31, 2021, we had twenty-nine employees engaged primarily

in research and development.

Our research and development team performs hardware design and layout, mechanical design, prototype construction

and testing, component specification, firmware and software development, product testing, foreign and domestic regulatory certification

efforts, end-user and internal documentation, and third-party software selection and testing

Company’s research and development costs for the years ended December 31, 2022 and 2021 were $5.8 million and $6.2 million, respectively.

As of December 31, 2022, we had thirty-five employees engaged primarily in research and development.

Our research and development team

performs hardware design and layout, mechanical design, prototype construction and testing, component specification, firmware and software

development, product testing, foreign and domestic regulatory certification efforts, end-user and internal documentation, and third-party

software selection and testing.

Manufacturing

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Our contract manufacturers and original design manufacturers

typically obtain some or all of the components required to assemble the products based upon a Minim approved vendor list and parts

Our manufacturers typically insert parts onto the printed circuit board, with most parts automatically inserted by machine, solder

the circuit board, and test the completed assemblies.

typically obtain some or all of the components required to assemble the products based upon a Minim approved vendor list and parts list.

Our manufacturers typically insert parts onto the printed circuit board, with most parts automatically inserted by machine, solder the

circuit board, and test the completed assemblies.

The contract manufacturer sometimes performs final packaging.

and many other markets, packaging is often performed at our facilities in North America, allowing us to tailor the packaging and its

contents for our customers immediately before shipping.

This facility also performs warehousing, shipping, quality control, finishing

and some software updates from time to time.

We also perform circuit design, circuit board layout, and strategic component sourcing at

our Boston area office.

other markets, packaging is often performed at our facilities in North America, allowing us to tailor the packaging and its contents

for our customers immediately before shipping.

This facility also performs warehousing, shipping, quality control, finishing and some

software updates from time to time.

We also perform circuit design, circuit board layout, and strategic component sourcing at our Boston

Wherever the product is built, our quality systems are used to help assure that the product meets our specifications.

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the Tijuana facility, specifically relating to bringing products across the border between the U.S.

We believe that

this facility assists us in cost- effectively providing rapid response to the needs of our U.S.

We believe that this

facility assists us in cost- effectively providing rapid response to the needs of our U.S.

Historically,

we have used one primary manufacturer for a given design.

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facility could adversely affect our shipments and revenues.

In 2021, one supplier provided 97% of our purchased inventory.

loss of this key supplier, or a material adverse change in a key supplier’s business or in our relationship with a key supplier,

could materially and adversely harm our business.

In 2022, two suppliers provided 93% of our purchased inventory.

of these key suppliers, or a material adverse change in a key supplier’s business or in our relationship with a key supplier, could

materially and adversely harm our business.

products include a large number of parts, most of which are available from multiple sources with varying lead times.

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come exclusively from Broadcom.

Serious problems at Broadcom, including long chipset lead-times, would significantly reduce Minim’s shipments.

to many companies that use computer chips in their business, we also experienced supply chain issues in sourcing chips due to

chipset shortages during 2021.

Serious problems at Broadcom, including long chipset lead-times, would significantly reduce Minim’s

Similar to many companies that use computer chips in their business, we also experienced supply chain issues in sourcing chips

due to chipset shortages during 2021 and 2022.

There can be no assurance that we will not experience such issues in the future.

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rules, which affect component sourcing, product manufacturing, sales, and marketing.

September 24, 2018 until after we transitioned a substantial portion of our manufacturing to Vietnam during the second quarter of 2020,

substantially all of our products were subject to a tariff because they were produced in China and they were in product categories subject

to the tariff on our cost of goods at the time of entry into the U.S.

The tariff started at 10% and increased to 25% in June 2019.

tariffs have a significant impact on our cost of inventory and profitability.

Because these tariffs may not be reduced and may even be

increased, we actively worked on finding production capability outside China.

Our largest supplier established a major production capability

in Vietnam, and we transitioned the majority of our production to Vietnam by the end of the second quarter of 2020.

In addition, we are

working with other suppliers outside of China.

With the transition of a majority of our manufacturing to Vietnam, we significantly reduced

the tariff burden.

Internet access and networking industries are intensely competitive and characterized by aggressive pricing practices, continually changing

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We have trademarks

and copyrights for our firmware (software on a chip), printed circuit board artwork, instructions, packaging, and literature.

have two active patents that expire between 2022 and 2031.

and copyrights for our firmware (software on a chip), printed circuit board artwork, instructions, packaging, and literature, and intelligent

We also have three active patents that expire in 2031.

There cannot be any assurance that any patent application will be granted

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enforcement of this indemnification may be difficult and costly.

May 2015, we entered into an agreement to license certain Motorola® brand trademarks for consumer cable modem products in the U.S.

and Canada through certain authorized sales channels using such trademarks beginning January 1, 2016 through December 31, 2020.

2016, Minim entered into an amendment to the License Agreement with Motorola Mobility LLC.

The 2016 amendment expanded Minim’s

exclusive license to use the Motorola trademark to a wide range of authorized channels worldwide and expanded the license from cable

modems and gateways to also include consumer routers, WiFi range extenders, home powerline network adapters, and access points.

2017, Minim entered into an amendment to the License Agreement with Motorola Mobility LLC.

The 2017 amendment expanded Minim’s

exclusive license to use the Motorola trademark to a wide range of authorized channels worldwide, and expanded the license from cable

modems, gateways, consumer routers, WiFi range extenders, home powerline network adapters, and access points to also include MoCA adapters,

and cellular sensors.

In March 2020, Minim entered into an amendment to extend the License Agreement with Motorola Mobility LLC through

December 31, 2025.

The 2020 amendment expanded Minim’s exclusive license to use the Motorola trademark to a wide range of authorized

channels worldwide, including Direct to Consumer Channels and Service Provider Channels.

March 2020, we entered into a license with Motorola Mobility LLC to sell consumer grade home security and monitoring products and to

provide related services.

The term of this Agreement runs through December 31, 2025 and includes minimum licensing payments beginning

in 2021 and continuing through the remainder of the agreement term.

backlog on February 28, 2022 was $150 thousand and on February 29, 2021 was $1.4 million.

Orders included in backlog may be canceled

or rescheduled by customers without significant penalty.

Backlog as of any particular date should not be relied upon as indicative of

our net sales for any future period.

is committed to attracting and retaining the brightest and best talent.

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of December 31, 2022, Minim had 93 employees.

Twenty-nine employees were engaged in research and development and quality control.

Thirty-five employees were engaged in research and development and quality control.

employees were involved in operations, which manages production, inventory, purchasing, warehousing, freight, invoicing, shipping, collections,

Thirty-two employees were engaged in sales, marketing, and customer technical support.

Thirty employees were engaged in sales, marketing, and customer technical support.

Eleven employees performed executive,

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our Mexican service provider and not included in our headcount.

On December 31, 2021, Minim had nine consultants, three in research and

development, four in operations, and two in sales and marketing, who are not included in our headcount.

On December 31, 2022, Minim had five consultants, one in research and

development, one in operations, and three in sales and marketing, who are not included in our headcount.

culture and core values.

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on activities, strategies and initiatives related to our employees.

As part of this oversight, the Board received regular updates on

efforts we have taken in response to the COVID-19 pandemic.

are committed to diversity and inclusion as a core focus of our human capital strategy.

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are incorporated in Delaware under the name Minim, Inc.

was originally incorporated in New York in 1977 and changed its

state of incorporation to Delaware in 1993.

Zoom Connectivity, Inc., a wholly owned subsidiary of Minim, Inc., is a corporation

organized in Delaware.

MTRLC LLC, a wholly owned subsidiary of Minim, Inc., is a limited liability company organized in Delaware

that focuses on the sale of our Motorola brand products.

Our common stock is traded on the Nasdaq Capital Market

(“Nasdaq”) under the symbol MINM.

Our principal executive offices are located at 848 Elm Street, Manchester, NH 03101,

and our telephone number is (617) 423-1072.

Our main website is www.minim.com .

Information contained on our website does not

constitute part of this report.

Our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and

amendments to such reports are available, free of charge, on our website home page as soon as reasonably practicable after we

electronically file such materials with, or furnish them to, the Securities and Exchange Commission (“SEC”).

the materials filed by the Company with the SEC are also available on the SEC’s website at www.sec.gov .

A copy of our

Code of Conduct and Ethics is posted on our website at ir.minim.com .

Any changes to or waiver from, this Code of Conduct and

Ethics will be posted on that website.

about Our Executive Officers and Directors

Information required by

this part is hereby incorporated by reference from our definitive proxy statement for our 2022 annual meeting of stockholders which will

be filed with the SEC within 120 days after the close of our fiscal year.

was originally incorporated in New York in 1977 and changed its state

of incorporation to Delaware in 1993.

Cadence Connectivity, Inc., a wholly owned subsidiary of Minim, Inc., is a corporation organized

MTRLC LLC, a wholly owned subsidiary of Minim, Inc., is a limited liability company organized in Delaware that focuses on

the sale of our Motorola brand products.

Our common stock is traded on the Nasdaq Capital Market (“Nasdaq”) under the symbol

Our principal executive offices are located at 848 Elm Street, Manchester, NH 03101, and our telephone number is (617) 423-1072.

Our main website is www.M inim .com .

Information contained on our website does not constitute part of this report.

Our annual reports

on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to such reports are available, free of charge,

on our website home page as soon as reasonably practicable after we electronically file such materials with, or furnish them to, the

Securities and Exchange Commission (“SEC”).

Copies of the materials filed by the Company with the SEC are also available

on the SEC’s website at www.sec.gov .

A copy of our Code of Conduct and Ethics is posted on our website at ir.Minim.com .

Any changes to or waiver from, this Code of Conduct and Ethics will be posted on that website.

– RISK FACTORS

Related to Our Business

pandemic has had and will likely continue to adversely affect our business.

novel strain of the coronavirus (COVID-19) has spread as a global pandemic throughout the world and has resulted in authorities imposing,

and businesses and individuals implementing, numerous unprecedented measures to try to contain the virus.

These efforts include travel

bans and restrictions, quarantines, shelter-in-place/stay-at home and social distancing orders, and shutdowns.

These measures have impacted

and may further impact our workforce and operations, the operations of our customers, and those of our vendors, suppliers and manufacturing

The extent to which the COVID-19 pandemic will continue to affect our business, results of operations and financial condition

is difficult to predict and depends on numerous evolving factors, including the duration and scope of the pandemic and its impact on

overall global uncertainty;

government, social, business, and other actions and have been and will be taken in response to the pandemic;

and the effect of the pandemic on short- and long-term general economic conditions.

our manufacturing partners and component suppliers mostly have been able to continue to operate to date in compliance with applicable

regulations and current limitations, future restrictions on their operations could impact our ability to meet customer demand and could

have a material adverse effect on our financial condition and results of operations, particularly if prolonged.

Similarly, current and

future restrictions or disruptions of transportation, such as reduced availability of air and ground transport, port closures or congestion,

and increased border controls or closures, can also impact our ability to meet demand and could materially adversely affect us.

already observed a significant increase in the cost of air freight as a result of the pandemic, which negatively affects our profitability

as we seek to transport an increased number of products from manufacturing locations in Asia to North America and international markets

as quickly as possible.

We have also experienced an increase in costs for ocean freight and shortages in freight capacity, which can

negatively impact our ability to ship volume predictably and on a lower cost basis.

In addition, rapidly shifting consumer demand during

the pandemic can lead to unexpected adverse impact on our results of operations.

Although we have seen a significant increase in demand

for our cable modems and gateway products due to consumers responding to work-from-home and shelter-in-place measures, we do not know

how long this increase may last.

In particular, as vaccines become widely available and consumers return to work or school and the impact

of the COVID-19 pandemic lessens, this increase in demand may begin to subside.

If this demand subsides at a rapid pace, our net sales,

profitability and other financial results could be adversely affected.

This increase in demand has also put strain on our manufacturing

partners, suppliers and logistics partners to produce and deliver a sufficient number of products to meet this demand.

In particular,

the limited and delayed availability of certain key components for our products, such as specialized chipsets, significantly constrains

our ability to meet the increased consumer demand and over the course of the past year, we have seen lead times for some of these key

components increase dramatically up to 52 weeks.

This in turn puts pressure on our ability to accurately forecast and increases

the likelihood that the accuracy of such forecasts will be lower, which could materially adversely affect our financial results.

were to experience weakened demand in products, our net sales, profitability and other financial results would be materially adversely

pandemic has significantly increased economic and demand uncertainty and also has led to increased disruption and volatility in capital

markets and credit markets.

The current severe economic slowdown resulting from the pandemic has already started to lead to a global

There is a significant degree of uncertainty and lack of visibility as to the extent and duration of any such slowdown or

Risks related to a slowdown or recession include the risk that demand for our products will be significantly harmed over time

if consumers choose to delay product upgrades or various projects in order to conserve funds.

Given the significant economic uncertainty

and volatility created by the pandemic, it is difficult to predict the nature and extent of impacts on demand for our products.

expectations are subject to change without warning.

spread of COVID-19 has caused us to modify our business practices, including employee travel, employee work locations, cancellation of

physical participation in meetings, events and conferences, and social distancing measures.

We may take further actions as may be required

by government authorities or that we determine are in the best interests of our employees, customers, partners, vendors, and suppliers.

Work-from-home and other measures introduce additional operational risks, including cybersecurity risks and have affected the way we

conduct our product development, testing, customer support, and other activities, which could have an adverse effect on our operations.

is substantial doubt about our ability to continue as a going concern, which may affect our ability to obtain future financing and may

require us to curtail or cease our operations.

consolidated financial statements as of December 31, 2022 were prepared under the assumption that we will continue as a

going concern.

At December 31, 2022, we had cash and cash equivalents of $530 thousand.

We estimate that our existing cash

resources will not be sufficient to fund our operations into the first quarter of 2024.

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.

Our independent registered public accounting firm expressed substantial doubt as to our

ability to continue as a going concern in its report dated March 31, 2023 included elsewhere in this Form 10-K.

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 audited financial statements, and it is likely that investors will lose all or part of their investment.

we seek additional financing to fund our business activities as a result of the substantial doubt about our ability to continue as a

going concern, investors or other financing sources may be unwilling to provide additional funding to us on commercially reasonable terms

pandemic has had and may likely continue to adversely affect our business.

COVID-19 global pandemic and related mitigation measures taken by many countries have materially adversely affected and could in the

future materially adversely impact our business.

During the course of the pandemic, we have experienced disruptions to the supply chain

and transportation network, including lockdowns, port closures and congestion, reduced availability of air and ground transport labor

and vehicles, increased border controls or closures, schedule changes, shipping delays and shortages in freight capacity, and similar

disruptions could occur in the future.

These disruptions have led to significant limitations on the availability of key transportation

resources and has negatively impacted our ability to ship volume predictably and on a lower cost basis, particularly when we experienced

significant increases in the cost of ocean freight and air freight due to the pandemic.

A large concentration of electrical and mechanical

components that go into our products are manufactured in China and when factory lockdowns occurred in China, it has materially and adversely

affected our manufacturing partners and component suppliers in that area and negatively impacts our profitability as we seek to transport

an increased number of products from manufacturing locations in Asia to North America as quickly as possible.

As the COVID-19 pandemic

continues to evolve, together with shifting measures taken by countries in response, it is difficult to predict how the supply chain

and transportation network will be impacted.

If worker illnesses, government shutdowns or other workforce interruptions occur and cause

disruptions to our supply chain and transportation network, our business could be materially adversely impacted.

COVID-19 pandemic has increased demand uncertainty, which has led to unexpected results of operations.

During the COVID-19 pandemic,

we experienced a significant increase in demand for our cable modems and gateway products due to consumers responding to work-from-home

and shelter-in-place measures.

As vaccines become widely available and consumers return to work or school and the impact of the COVID-19

pandemic lessens, this increase in demand began to subside.

If this demand subsides at a rapid pace, our net sales, profitability and

other financial results could be adversely affected.

This increase in demand has also put strain on our manufacturing partners, suppliers

and logistics partners to produce and deliver a sufficient number of products to meet this demand.

In particular, the limited and delayed

availability of certain key components for our products, such as specialized chipsets, significantly constrains our ability to meet the

increased consumer demand and over the course of the past year, we have seen lead times for some of these key components increase dramatically

up to 52 weeks.

This in turn puts pressure on our ability to accurately forecast and increases the likelihood that the accuracy of such

forecasts will be lower, which could materially adversely affect our financial results.

If we were to experience weakened demand in products,

our net sales, profitability and other financial results would be materially adversely impacted.

COVID-19 pandemic has caused us to modify our business practices, including employee travel, employee work locations, cancellation

of physical participation in meetings, events and conferences, and social distancing measures.

We may take further actions as may be

required by government authorities or that we determine are in the best interests of our employees, customers, partners, vendors,

and suppliers.

Work-from-home and other measures introduce additional operational risks, including cybersecurity risks and have

affected the way we conduct our product development, testing, customer support, and other activities, which could have an adverse

effect on our operations.

Furthermore, we rely on third-party laboratories to test and certify our products.

If these service providers close or reduce staffing,

it could delay our product development efforts.

There is no certainty that such measures will be sufficient to mitigate the risks posed

by the virus, and illness and workforce disruptions could lead to unavailability of key personnel and harm our ability to perform critical

In addition, work-from-home and related business practice modifications present challenges to maintaining our corporate culture,

including employee engagement and productivity, both during the immediate pandemic crisis and as we make additional adjustments in the

eventual transition from it.

If these service

providers close or reduce staffing, it could delay our product development efforts.

There is no certainty that such measures will be

sufficient to mitigate the risks posed by the virus, and illness and workforce disruptions could lead to unavailability of key

personnel and harm our ability to perform critical functions.

In addition, work-from-home and related business practice

modifications present challenges to maintaining our corporate culture, including employee engagement and productivity, both during

the immediate pandemic crisis and as we make additional adjustments in the eventual transition from it.

degree to which COVID-19 impacts our results will depend on future developments, which are highly uncertain and cannot be predicted,

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and without delay.

The outbreak of the COVID-19 pandemic has led to limitations on the availability of key transportation resources and

an increase in the cost and duration of air and ocean freight.

These developments negatively impact our profitability as we seek

to transport products from manufacturing locations in Asia to the U.S.

The transportation network is subject to disruption or

congestion from a variety of causes, including labor disputes and port strikes, acts of war or terrorism, natural disasters, pandemics,

and congestion from higher shipping volumes.

Transport delays in our product could materially and adversely affect our business and financial

results, including revenue and profitability shortfalls.

The outbreak of the COVID-19 pandemic led to limitations on the availability of key transportation resources and an

increase in the cost and duration of air and ocean freight.

These developments negatively impact our profitability as we seek to transport

products from manufacturing locations in Asia to the U.S.

The transportation network is subject to disruption or congestion from

a variety of causes, including labor disputes and port strikes, acts of war or terrorism, natural disasters, pandemics, and congestion

from higher shipping volumes.

Transport delays in our product could materially and adversely affect our business and financial results,

including revenue and profitability shortfalls.

Although transportation availability and durations improved and costs of transportation

began to decrease in the second half of 2022, there is a significant degree of uncertainty.

While transportation costs decreased and

transportation availability and duration have improved recently, if the transportation network has significant cost increases or availability

limitations again, it would severely disrupt our business and harm our operating results, including our profitability.

obtain several key components from limited or sole sources, and if these sources fail to satisfy our supply requirements or we are unable

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with our suppliers.

If demand for a specific component increase, we may not be able to obtain an adequate number of that component in

If demand for a specific component increases, we may not be able to obtain an adequate number of that component in

a timely manner, and prices to obtain such components may increase.

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used broadly in electronic devices are manufactured in significant quantities in concentrated geographic regions, particularly in China.

As a result, protracted crises such as the COVID-19 pandemic could lead to eventual shortages of necessary components sourced from impacted

As a result, protracted crises such as a global pandemic could lead to eventual shortages of necessary components sourced from impacted

Additionally, government intervention to reduce the consumption of electricity in China could have a disruptive impact on component

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At times, we may elect to purchase components in the direct market, which may be more expensive and may result in reduced margins.

If we do not effectively

manage our sales channel inventory and product mix, we may incur costs associated with excess inventory, or lose sales from having too

few products.

We determine production

levels based on our forecasts of demand for our products.

Actual demand for our products depends on many factors, which makes it difficult

We have experienced differences between our actual demand and our forecasted demand in the past and expect differences to

arise in the future.

If we improperly forecast demand for our products, we could end up with too many products and be unable to sell

the excess inventory in a timely manner, if at all, or alternatively, we could end up with too few products and not able to satisfy demand.

This problem is exacerbated because we attempt to closely match inventory levels with product demand leaving limited margin for error.

If these events occur, we could incur increased expenses associated with writing off excessive or obsolete inventory, lose sales, incur

penalties for later delivery, or have to ship products by air freight, a higher cost transportation mode, to meet immediate demand, and

suffering a corresponding decline in gross margins.

we do not effectively manage our sales channel inventory and product mix, we may incur costs associated with excess inventory, or lose

sales from having too few products.

determine production levels based on our forecasts of demand for our products.

Actual demand for our products depends on many factors,

which makes it difficult to forecast.

We have experienced differences between our actual demand and our forecasted demand in the past

and expect differences to arise in the future.

If we improperly forecast demand for our products, we could end up with too many products

and be unable to sell the excess inventory in a timely manner, if at all, or alternatively, we could end up with too few products and

not able to satisfy demand.

This problem is exacerbated because we attempt to closely match inventory levels with product demand leaving

limited margin for error.

If these events occur, we could incur increased expenses associated with writing off excessive or obsolete

inventory, lose sales, incur penalties for later delivery, or have to ship products by air freight, a higher cost transportation mode,

to meet immediate demand, and suffering a corresponding decline in gross margins.

we fail to continue to introduce or acquire new products and services that achieve broad market acceptance on a timely basis, we will

not be able to compete effectively and we will be unable to increase or maintain net sales and gross margins.

We operate in a highly

competitive, quickly changing environment, and our future success depends on our ability to develop and introduce new products

and services that achieve broad market acceptance.

Our future success will depend in large part upon our ability to identify demand

trends in the consumer, business and service provider markets, and to quickly develop or acquire, and manufacture and sell products and

services that satisfy these demands in a cost-effective manner.

In order to differentiate our products from our competitors’ products,

we must continue to increase our focus and capital investment in research and development, including software development for our products

and complementary services and applications.

If these products do not continue to maintain or achieve widespread market acceptance, our

future growth may be slowed, and our financial results could be harmed.

Also, as the mix of our business increasingly includes new products

and services that require additional investment, this shift may adversely impact our margins, at least in the near-term.

predicting demand trends is difficult, and it is very difficult to predict the effect that introducing a new product will have on existing

product sales.

We will also need to respond effectively to new product announcements by our competitors by quickly introducing competitive

We have experienced delays

and quality issues in releasing new products in the past, which resulted in lower quarterly net sales than expected.

In addition, we

have experienced, and may in the future experience, product introductions that fall short of our projected rates of market adoption.

operate in a highly competitive, quickly changing environment, and our future success depends on our ability to develop and introduce

new products and services that achieve broad market acceptance.

Our future success will depend in large part upon our ability to identify

demand trends in the consumer, business and service provider markets, and to quickly develop or acquire, and manufacture and sell products

and services that satisfy these demands in a cost-effective manner.

In order to differentiate our products from our competitors’

products, we must continue to increase our focus and capital investment in research and development, including software development for

our products and complementary services and applications.

If these products do not continue to maintain or achieve widespread market

acceptance, our future growth may be slowed, and our financial results could be harmed.

Also, as the mix of our business increasingly

includes new products and services that require additional investment, this shift may adversely impact our margins, at least in the near-term.

Successfully predicting demand trends is difficult, and it is very difficult to predict the effect that introducing a new product will

have on existing product sales.

We will also need to respond effectively to new product announcements by our competitors by quickly introducing

competitive products.

have experienced delays and quality issues in releasing new products in the past, which resulted in lower quarterly net sales than expected.

In addition, we have experienced, and may in the future experience, product introductions that fall short of our projected rates of market

Internet reviews of our products are increasingly becoming a significant factor in the success of our new product launches.

we are unable to quickly respond to negative reviews, including end user reviews posted on various prominent online retailers, our ability

to sell these products will be harmed.

Any future delays in product development and introduction, or product introductions that do not

meet broad market acceptance, or unsuccessful launches of new product lines could result in:

● loss of or delay in revenue and loss of market share;

● negative publicity and damage to our reputation and brand;

● a decline in the average selling price of our products;

● adverse reactions in our sales channels, such as reduced shelf space, reduced product visibility,

or loss of sales channels;

● increased levels of product returns.

Throughout the past few

years, we have significantly increased the rate of our new product introductions.

If we cannot sustain that pace of product introductions,

either through rapid innovation of new products, we may not be able to maintain or increase the market share of our products.

if we are unable to successfully introduce new products with higher gross margins, or if we are unable to improve the margins on our

previously introduced and rapidly growing product lines, our net sales and overall gross margin would likely decline.

We depend substantially

on our sales channels, and our failure to maintain and expand our sales channels would result in lower sales and reduced net sales.

To maintain and grow our

market share, net sales and brand, we must maintain and expand our sales channels.

Our sales channels consist of traditional retailers,

online retailers, and wholesale distributors.

We generally have no minimum purchase commitments or long-term contracts with any of these

third parties.

Traditional retailers have

limited shelf space and promotional budgets, and competition is intense for these resources.

If the networking sector does not experience

sufficient growth, retailers may choose to allocate more shelf space to other consumer product sectors.

A competitor with more extensive

product lines and stronger brand identity may have greater bargaining power with these retailers.

Any reduction in available shelf space

or increased competition for such shelf space would require us to increase our marketing expenditures simply to maintain current levels

of retail shelf space, which would harm our operating margin.

Our traditional retail customers have faced increased and significant competition

from online retailers.

Further, the COVID-19 pandemic has accelerated the shift to a greater percentage of purchases taking place online

versus traditional retail customers.

If we cannot effectively manage our business amongst our online customers and traditional retail

and online retail customers, our business would be harmed.

The recent trend in the consolidation of online retailer channels has resulted

in intensified competition for preferred product placement, such as product placement on an online retailer’s Internet home page.

We compete with established companies that have longer operating histories and longstanding relationships with traditional retailers

that we would find highly desirable as sales channel partners.

We must also continuously

monitor and evaluate emerging sales channels.

If we fail to establish a presence in an important developing sales channel, our business

could be harmed.

We depend on large, recurring

purchases from certain significant customers, and a loss, cancellation or delay in purchases by these customers could negatively affect

The loss of recurring orders

from any of our more significant customers could cause our revenue and profitability to suffer.

Our ability to attract new customers

will depend on a variety of factors, including the cost-effectiveness, reliability, scalability, breadth and depth of our products.

addition, a change in the mix of our customers, or a change in the mix of direct and indirect sales, could adversely affect our net sales

and gross margins.

Although our financial

performance may depend on large, recurring orders from certain customers and resellers, we do not generally have binding commitments

● our reseller agreements generally do not require substantial

minimum purchases;

● our customers can stop purchasing and our resellers can stop

marketing our products at any time;

● our reseller agreements generally are not exclusive.

Further, our revenue may

be impacted by significant one-time purchases which are not contemplated to be repeatable.

While such purchases are reflected in our

financial statements, we do not rely on and do not forecast for continued significant one-time purchases.

As a result, lack of repeatable

one-time purchases will adversely affect our revenue.

Because our expenses are

based on our sales forecasts, a substantial reduction or delay in sales of our products to, or unexpected returns from, customers and

resellers, or the loss of any significant customer or reseller, could harm or otherwise have a negative impact to our operating results.

Although our largest customers may vary from period to period, we anticipate that our operating results for any given period will continue

to depend on large orders from a small number of customers.

If we are unable to quickly respond to negative reviews, including end user reviews posted on various prominent online retailers, our

ability to sell these products will be harmed.

Any future delays in product development and introduction, or product introductions that

do not meet broad market acceptance, or unsuccessful launches of new product lines could result in:

of or delay in revenue and loss of market share;

publicity and damage to our reputation and brand;

decline in the average selling price of our products;

reactions in our sales channels, such as reduced shelf space, reduced product visibility, or loss of sales channels;

levels of product returns.

the past few years, we have significantly increased the rate of our new product introductions.

If we cannot sustain that pace of product

introductions, either through rapid innovation of new products, we may not be able to maintain or increase the market share of our products.

In addition, if we are unable to successfully introduce new products with higher gross margins, or if we are unable to improve the margins

on our previously introduced and rapidly growing product lines, our net sales and overall gross margin would likely decline.

depend substantially on our sales channels, and our failure to maintain and expand our sales channels would result in lower sales and

reduced net sales.

maintain and grow our market share, net sales and brand, we must maintain and expand our sales channels.

Our sales channels consist of

traditional retailers, online retailers, and wholesale distributors.

We generally have no minimum purchase commitments or long-term contracts

with any of these third parties.

retailers have limited shelf space and promotional budgets, and competition is intense for these resources.

If the networking sector

does not experience sufficient growth, retailers may choose to allocate more shelf space to other consumer product sectors.

with more extensive product lines and stronger brand identity may have greater bargaining power with these retailers.

Any reduction in

available shelf space or increased competition for such shelf space would require us to increase our marketing expenditures simply to

maintain current levels of retail shelf space, which would harm our operating margin.

Our traditional retail customers have faced increased

and significant competition from online retailers.

Further, the COVID-19 pandemic has accelerated the shift to a greater percentage of

purchases taking place online versus traditional retail customers.

If we cannot effectively manage our business amongst our online customers

and traditional retail and online retail customers, our business would be harmed.

The recent trend in the consolidation of online retailer

channels has resulted in intensified competition for preferred product placement, such as product placement on an online retailer’s

Internet home page.

We compete with established companies that have longer operating histories and longstanding relationships with traditional

retailers that we would find highly desirable as sales channel partners.

must also continuously monitor and evaluate emerging sales channels.

If we fail to establish a presence in an important developing sales

channel, our business could be harmed.

depend on large, recurring purchases from certain significant customers, and a loss, cancellation or delay in purchases by these customers

could negatively affect our revenue.

loss of recurring orders from any of our more significant customers could cause our revenue and profitability to suffer.

to attract new customers will depend on a variety of factors, including the cost-effectiveness, reliability, scalability, breadth and

depth of our products.

In addition, a change in the mix of our customers, or a change in the mix of direct and indirect sales, could

adversely affect our net sales and gross margins.

our financial performance may depend on large, recurring orders from certain customers and resellers, we do not generally have binding

commitments from them.

reseller agreements generally do not require substantial minimum purchases;

customers can stop purchasing and our resellers can stop marketing our products at any time;

reseller agreements generally are not exclusive.

our revenue may be impacted by significant one-time purchases which are not contemplated to be repeatable.

While such purchases are reflected

in our financial statements, we do not rely on and do not forecast for continued significant one-time purchases.

As a result, lack of

repeatable one-time purchases will adversely affect our revenue.

our expenses are based on our sales forecasts, a substantial reduction or delay in sales of our products to, or unexpected returns from,

customers and resellers, or the loss of any significant customer or reseller, could harm or otherwise have a negative impact to our operating

Although our largest customers may vary from period to period, we anticipate that our operating results for any given period

will continue to depend on large orders from a small number of customers.

license agreements with Motorola have risks, including risks associated with our ability to successfully generate Motorola sales that

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may require additional funding, which may be difficult to obtain on favorable terms, if at all.

the next 12 months we may require additional funding if, for instance, we buy inventory and develop products in anticipation of significant

Motorola sales, if our sales are lower than forecast, or if we continue to experience losses.

On March 12, 2021, and subsequently

amended on November 2, 2021, we entered into a new loan and security agreement with Silicon Valley Bank (“SVB Loan Agreement”),

which provides for a revolving facility up to a principal amount of $25.0 million.

The availability of borrowings under the SVB

Loan Agreement is subject to certain conditions and requirements.

It is not certain whether all or part of this line of credit will be

available to us in the future;

and other sources of financing may not be available to us on a timely basis if at all, or on terms acceptable

If we fail to obtain acceptable additional financing when needed, we may not have sufficient resources to fund our normal operations;

and this could have a material adverse effect on our business.

the next 12 months we may require additional funding if, for instance, we buy inventory and develop products in anticipation of

significant Motorola sales, if our sales are lower than forecast, or if we continue to experience losses.

On March 12, 2021, and

subsequently amended on November 2, 2021 and December 12, 2022, we entered into a new loan and security agreement with Silicon

Valley Bank (“SVB Loan Agreement”), which provides for a revolving facility up to a principal amount of $10.0 million.

The availability of borrowings under the SVB Loan Agreement is subject to certain conditions and requirements.

Under the terms of

the SVB Loan Agreement, Silicon Valley Bank has the right to decrease the borrowing base 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

It is not certain whether all or part of this line of credit will be available to us in the future;

and other sources of

financing may not be available to us on a timely basis if at all, or on terms acceptable to us.

If we fail to obtain acceptable

additional financing when needed, we will not have sufficient resources to fund our normal operations;

and this could have a material

adverse effect on our business.

The term of the SVB Loan Agreement and Bridge Loan Agreement both expire on January 15, 2024, and

we will have to refinance the SVB Loan Agreement and Bridge Loan Agreement prior to the expiration date.

have our bank accounts and revolving facility with Silicon Valley Bank, which is currently in receivership by the Federal Deposit Insurance

Corporation (“FDIC”).

March 10, 2023, Silicon Valley Bank (“SVB”) was closed by the California Department of Financial Protection and Innovation,

which appointed the FDIC as receiver.

On March 13, 2023, the FDIC announced that it had transferred all deposits – both insured

and uninsured – and substantially all assets of the former SVB to a newly created, full-service FDIC-operated “bridge bank”

called Silicon Valley Bridge Bank, N.A.

We hold our bank accounts and revolving facility up to $10.0 million with SVB.

On March 13, 2023,

our bank accounts and revolving facility were made available.

Our SVB Loan Agreement requires us to maintain our banking with SVB.

events involving limited liquidity, defaults, non-performance or other adverse developments that affect financial institutions or the

financial services industry generally, as have in the past, such as with SVB, and may in the future, then such events may lead to market-wide

liquidity problems.

If Silicon Valley Bridge Bank enter receivership or become insolvent in the future in response to financial conditions

affecting the banking system and financial markets, our ability to access our cash and cash equivalents may be threatened and could have

a material adverse effect on our business and financial condition.

management has concluded that our disclosure controls and procedures and internal control over financial reporting are ineffective due

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a timely basis could be impaired, and the market price of our securities may be negatively affected.

material weakness (as defined in Rule 12b-2 under the Exchange Act) is a deficiency, or combination of deficiencies, in internal control

over financial reporting such that there is a reasonable possibility that a material misstatement of a company’s annual or interim

financial statements will not be prevented or detected on a timely basis.

We carried out an evaluation, under the supervision and with

the participation of management, of the effectiveness of the design and operation of our disclosure controls and procedures and internal

control over financial reporting as of December 31, 2021.

Based upon this evaluation, management has identified a deficiency related

to adequate independent reviews and maintenance of effective controls related to timely preparation of account summaries and reconciliations

in the area of inventory as of December 31, 2021.

These internal control failures resulted in material adjustments required to

properly state inventory balances as of December 31, 2021.

A material weakness (as defined

in Rule 12b-2 under the Exchange Act) is a deficiency, or combination of deficiencies, in internal control over financial reporting such

that there is a reasonable possibility that a material misstatement of a company’s annual or interim financial statements will not

be prevented or detected on a timely basis.

We carried out an evaluation, under the supervision and with the participation of management,

of the effectiveness of the design and operation of our disclosure controls and procedures and internal control over financial reporting

as of December 31, 2022.

Based upon this evaluation, management has identified a deficiency related to adequate independent reviews and

maintenance of effective controls related to the timely preparation and independent reviews of account analyses, account summaries and

account reconciliations.

These internal control failures resulted in material adjustments to properly state expense, inventory, deferred

revenue, accrued expenses, accounts receivables and revenues as of and for the year ending December 31, 2022.

These internal control failures

resulted in material adjustments required to properly state the respective balances as of December 31, 2022.

business strategy includes significant growth plans, and our financial condition and results of operations could be negatively affected

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reliance on a small number of customers for a large portion of our revenues could materially harm our business and prospects.

Relatively few customers

account for a substantial portion of the Company’s revenues.

In 2021, two customers accounted for 10% or greater individually,

and 92% in the aggregate of the Company’s total net sales.

At December 31, 2021, four customers with an accounts receivable

few customers account for a substantial portion of the Company’s revenues.

In 2022, two customers accounted for 10% or greater

individually, and 87% in the aggregate of the Company’s total net sales.

At December 31, 2022, two customers with an accounts receivable

balance of 10% or greater individually accounted for a combined 75% of the Company’s accounts receivable.

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accounted for 10% or greater individually, and 92% in the aggregate of the Company’s total net sales.

At December 31, 2020,

three customers with an accounts receivable balance of 10% or greater individually accounted for a combined 85% of the Company’s

accounts receivable.

At December 31, 2021, four

customers with an accounts receivable balance of 10% or greater individually accounted for a combined 86% of the Company’s accounts

customers generally do not enter into long-term agreements obligating them to purchase our products.

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obtain certain key parts, components, and equipment from sole or limited sources of supply.

In 2021, the Company had one supplier that

In 2022, the Company had two suppliers that

provided 93% of the Company’s purchased inventory.

In 2020, the Company had two suppliers that provided 99% of the Company’s

In 2021, the Company had one supplier that provided 97% of the Company’s

purchased inventory.

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their business or their relationship with us could harm our business and operating results.

Similar to many companies that use

computer chips in their business experienced supply chain issues in sourcing chips due to a chip shortage, we also experienced issues

in 2021 resulting from component delays or unavailability of chips.

Similar to many companies that use computer

chips in their business experienced supply chain issues in sourcing chips due to a chip shortage, we also experienced issues in 2022

and 2021 resulting from component delays or unavailability of chips.

There can be no assurance, however, that we will not experience

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operations are subject to a number of risks that could harm our business.

our business is significantly dependent on our operations outside the US, particularly the production of substantially all of our products.

our business is significantly dependent on our operations outside the U.S., particularly the production of substantially all of our products.

For the fiscal year ending December 31, 2022, sales outside North America were only 0.8% of our net sales.

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2022, approximately 95.7% of net sales were cable and other broadband modems.

These products have experienced long lead-times

due to certain component production lead-times of up to 52 weeks and due to manufacturer-related delays, and these long lead

times may significantly reduce our potential sales.

face significant competition, which could result in decreased demand for our products or services leading to reduced margins or

loss of market share and revenue.

These products have experienced long lead-times due to

certain component production lead-times of up to 52 weeks and due to manufacturer-related delays, and these long lead times may significantly

reduce our potential sales.

face significant competition, which could result in decreased demand for our products or services leading to reduced margins or loss

of market share and revenue.

compete in a highly competitive market that is rapidly evolving.

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resources than we do.

M any of our existing and potential competitors have longer operating histories,

greater name recognition and substantially greater financial, technical, sales, marketing and other resources.

These competitors may,

among other things, undertake more extensive marketing campaigns, adopt more aggressive pricing policies, obtain more favorable pricing

from suppliers and manufacturers, and exert more influence on sales channels than we can.

Certain of our significant competitors also

serve as key sales and marketing channels for our products, potentially giving these competitors a marketplace advantage based on their

knowledge of our business activities and/or their ability to negatively influence our sales opportunities.

Intense competition,

rapid technological change and evolving industry standards could result in less favorable selling terms to our customers, decrease demand

for our products or make our products obsolete.

Our operating results and our ability to compete could be adversely affected if we are

successfully and accurately anticipate customer demand;

manage our product transitions, inventory levels and manufacturing

processes efficiently;

distribute or introduce our products quickly in response to customer demand and technological advances;

differentiate

our products from those of our competitors;

Many of our existing and potential competitors have longer operating histories, greater name recognition and substantially

greater financial, technical, sales, marketing and other resources.

These competitors may, among other things, undertake more extensive

marketing campaigns, adopt more aggressive pricing policies, obtain more favorable pricing from suppliers and manufacturers, and exert

more influence on sales channels than we can.

Certain of our significant competitors also serve as key sales and marketing channels for

our products, potentially giving these competitors a marketplace advantage based on their knowledge of our business activities and/or

their ability to negatively influence our sales opportunities.

Intense competition, rapid technological change and evolving industry

standards could result in less favorable selling terms to our customers, decrease demand for our products or make our products obsolete.

Our operating results and our ability to compete could be adversely affected if we are unable to:

successfully and accurately anticipate

customer demand;

manage our product transitions, inventory levels and manufacturing processes efficiently;

distribute or introduce our

products quickly in response to customer demand and technological advances;

differentiate our products from those of our competitors;

or otherwise compete successfully in the markets for our products.

any of our competitors are successful in competing against us, our sales could decline, our margins could be negatively impacted and

we could lose market share, any of which could seriously harm our business and results of operations.

If any of our competitors are successful in competing against us,

our sales could decline, our margins could be negatively impacted and we could lose market share, any of which could seriously harm our

business and results of operations.

future success will depend on the continued services of our key product development personnel.

17 unchanged sentences

A weakness in the U.S.

dollar relative to the Mexican peso and various Asian

currencies, especially the Vietnamese dong and the Chinese renminbi, could increase our product

Fluctuations in the currency exchange rates have, and may continue to, adversely affect our operating results.

dollar relative to the Mexican peso and various Asian currencies,

especially the Vietnamese dong and the Chinese renminbi, could increase our product costs.

Fluctuations in the currency exchange rates

have, and may continue to, adversely affect our operating results.

constraints in our Mexican operations could reduce our sales and revenues and hurt customer relationships.

21 unchanged sentences

in Mexico or our ability to operate successfully in Mexico without outsourcing or similar assistance.

significantly harm our cash flow and profitability, and they may continue to do that in the future.

to July 2020, almost all of our products were produced in China and were subject to a tariff on our cost of goods at the time of entry

into the U.S.

significantly harm our cash flow and profitability, and they may continue in the future.

to July 2020, almost all of our products were produced in China and were subject to a tariff on our cost of goods at the time of

entry into the U.S.

Beginning in July 2020, majority of our products were produced in Vietnam while a small portion of our products

2 unchanged sentences

These tariffs have a significant impact on our cost of inventory

and profitability.

and profitability and may require surety bonds, which we currently have a letter of credit requiring restricted cash related to a tariff-related

These tariffs may not be reduced and may even be increased.

Although we have significantly reduced tariff costs with

the transition to Vietnam production, it is not possible to predict the impact of tariffs in the future, which could have a material

adverse impact on our net income and cash position and we may continue to experience losses.

Although we have significantly reduced tariff costs

with the transition to Vietnam production, it is not possible to predict the impact of tariffs in the future, which could have a

material adverse impact on our net income and cash position and we may continue to experience losses.

Related to Our Products, Technology and Intellectual Property

128 unchanged sentences

The lack of an active market may also reduce the fair market value of the shares of our common stock.

may not be able to meet the continued listing requirements for the Nasdaq Stock Market.

common stock is currently listed on the Nasdaq, which requires a minimum bid trading price of $1.00.

On April 28, 2022, we received

a letter (the “Notification Letter”) from the Listing Qualifications Department of The Nasdaq Stock Market LLC

(“Nasdaq”) notifying the Company that the minimum closing bid price per share for its ordinary shares was below $1.00

for a period of 30 consecutive business days and that we did not meet the minimum bid price requirement set forth in Nasdaq Listing

Rule 5550(a)(2).

Pursuant to Nasdaq Listing Rule 5810(c)(3)(A), we had a compliance period of 180 calendar days, or until October

24, 2022, to regain compliance with Nasdaq’s minimum bid price requirement.

During this period, we had not regained compliance

by October 24, 2022.

On October 25, 2022, we requested and received an additional 180 calendar day extension, which expires April

On March 28, 2023, the Company’s shareholders approved of the Board to move forward with a reverse stock split,

which is intended to cure the deficiency during the second compliance period, in a ratio we believe will be sufficient to cause our

stock price to exceed $1.00 per share.

On March 30, 2023, the Board approved of a 25 for 1 reverse stock split ratio.

predict with certainty what effect a reverse stock split will have on the market price of our common stock, particularly over the

Some investors may view a reverse stock split negatively, which could result in a decrease in the market capitalization

of our company.

If the market price post-reverse stock split does not trade

ten consecutive business days over $1.00, our common stock will be delisted from Nasdaq.

Any delisting of our common stock by Nasdaq

could adversely affect our ability to attract new investors, decrease the liquidity of the outstanding shares of common stock,

reduce the price at which such shares trade and increase the transaction costs inherent in trading such shares with overall negative

effects for our shareholders.

In addition, delisting of the common stock could deter broker-dealers from making a market in or

otherwise seeking or generating interest in our common stock, and might deter certain institutions and persons from investing in our

stock at all.

do not expect to pay any dividends in the foreseeable future.

4 unchanged sentences

law to be able to pay any dividends.

In addition, pursuant to our SVB Loan Agreement, we cannot pay any dividends without the

prior written consent of Silicon Valley Bank.

If we do not pay dividends, the price of our common stock must appreciate for

you to receive a gain on your investment in the Company.

In addition, pursuant to our SVB Loan Agreement, we cannot pay any dividends without the prior written

consent of Silicon Valley Bank.

If we do not pay dividends, the price of our common stock must appreciate for you to receive a gain on

your investment in the Company.

Chairman and his affiliated entities own a significant percentage of our shares, which will limit your ability to influence corporate

Chairman, and his affiliated entities owned approximately 37.8% percent of our outstanding shares of Common Stock as of March 29,

Accordingly, he and his affiliated entities could have an influence over the outcome of any corporate transaction

or other matter submitted to our stockholders for approval, including the election of directors, mergers, consolidations and the sale

of all or substantially all of our assets and also could prevent or cause a change in control.

The interests of the Chairman of the

Board and his affiliated entities may differ from the interests of our other stockholders.

Third parties may be discouraged

from making a tender offer or bid to acquire us because of this concentration of ownership.

Accordingly, he and his affiliated entities could have an influence over the outcome of any corporate transaction or other matter

submitted to our stockholders for approval, including the election of directors, mergers, consolidations and the sale of all or substantially

all of our assets and also could prevent or cause a change in control.

The interests of the Chairman of the Board and his affiliated

entities may differ from the interests of our other stockholders.

Third parties may be discouraged from making a tender offer or bid

to acquire us because of this concentration of ownership.

– UNRESOLVED STAFF COMMENTS

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business