What changed in this filing

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Item 9A. Controls and Procedures

2023-03-31 compared with 2022-03-31 · 135 added, 137 removed, 92 unchanged (75% of the section changed)

3 unchanged sentences

Act of 1934 reports is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms,

and that such information is accumulated and communicated to our management, including our Chief Executive Officer and our Interim

Chief Accounting Officer, 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.

and that such information is accumulated and communicated to our management, including our Chief Executive Officer and our Chief

Financial Officer, 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.

of December 31, 2022, we carried out an evaluation, under the supervision and with the participation of our management including our

Chief Executive Officer and Interim Chief Accounting Officer, 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 Securities Exchange Act of 1934.

Based upon that evaluation,

our Chief Executive Officer and Interim Chief Accounting Officer concluded that due to the existence of a material weakness

in our internal control over financial reporting, described below, our disclosure controls and procedures were not effective as of the

end of the period covered by this report in enabling us to record, process, summarize and report information required to be included

in our periodic SEC filings within the required time period.

Chief Executive Officer and Chief Financial Officer, 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 Securities Exchange Act of 1934.

Based upon that evaluation, our

Chief Executive Officer and Chief Financial Officer concluded that due to the existence of a material weakness in our internal

control over financial reporting, described below, our disclosure controls and procedures were not effective as of the end of the period

covered by this report in enabling us to record, process, summarize and report information required to be included in our periodic SEC

filings within the required time period.

Report on Internal Control over Financial Reporting

management is responsible for establishing and maintaining adequate internal control over financial reporting.

Judgments by management

are also required in evaluating the expected benefits and related costs of control procedures.

The objectives of internal control include

providing management with reasonable, but not absolute, assurance that assets are safeguarded against loss from unauthorized use or disposition,

and that transactions are executed in accordance with management’s authorization and recorded properly to permit the preparation

of consolidated financial statements in conformity with accounting principles generally accepted in the U.S.

Our management assessed

the effectiveness of our internal control over financial reporting as of December 31, 2021.

In making this assessment, our management

used the criteria set forth in 2013 by the Committee of Sponsoring Organizations of the Treadway Commission in Internal

Control-Integrated Framework .

Our management has concluded that as of December 31, 2021 that the Company did not have properly designed

internal controls over financial reporting to account for inventory transactions.

The Company’s internal controls failed to perform

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

the area of inventory.

These internal control failures resulted in material adjustments required to properly state inventory balances

for the year ended December 31, 2021.

management are also required in evaluating the expected benefits and related costs of control procedures.

The objectives of internal

control include providing management with reasonable, but not absolute, assurance that assets are safeguarded against loss from

unauthorized use or disposition, and that transactions are executed in accordance with management’s authorization and recorded

properly to permit the preparation of consolidated financial statements in conformity with accounting principles generally accepted

Our management assessed the effectiveness of our internal control over financial reporting as of December 31, 2022.

making this assessment, our management used the criteria set forth in 2013 by the Committee of Sponsoring Organizations of the

Treadway Commission in Internal Control-Integrated Framework .

Our management has concluded that as of December 31, 2022 that

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.

Our management reviewed the results of their assessment with our Board of Directors.

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We identified a material weakness with failure to perform adequate independent reviews and maintain effective controls

related to timely preparation of account summaries and reconciliations in the area of inventory.

This material weakness could result

related to timely preparation of account summaries and reconciliations in the areas of expenses, inventory, deferred revenue, accrued

expenses, accounts receivables, and revenues.

This material weakness could result in the Company incorrectly reporting its consolidated

balance sheets, consolidated statement of operations, stockholder’s equity, and consolidated statements of cash flows.

remediate the material weakness described above, 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

annual report does not include an attestation report of the Company’s registered public accounting firm regarding internal control

over financial reporting.

Management’s report was not subject to attestation by the Company’s registered public accounting

firm pursuant to an exemption from the internal control audit requirements of Section 404(b) of the Sarbanes-Oxley Act of 2002.

limitations on effectiveness of controls

control over financial reporting has inherent limitations which include but are not limited to the use of independent professionals for

advice and guidance, interpretation of existing and changing rules and principles, segregation of management duties, scale of organization,

and personnel factors.

Internal control over financial reporting is a process that involves human diligence and compliance and is subject

to lapses in judgment and breakdowns resulting from human failures.

Internal control over financial reporting also can be circumvented

by collusion or improper management override.

Because of its inherent limitations, internal control over financial reporting may not

prevent or detect misstatements on a timely basis, however these inherent limitations are known features of the financial reporting process

and it is possible to design into the process safeguards to reduce, though not eliminate, this risk.

Therefore, even those systems determined

to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.

Projections of

any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions,

or that the degree of compliance with the policies or procedures may deteriorate.

in Internal Control over Financial Reporting

The Company reported a material

weakness in its internal control over financial reporting as set forth in the Company’s Annual Report on Form 10-K/A for the year

ended December 31, 2021, filed with the Securities and Exchange Commission on August 19, 2022.

A material weakness is a deficiency, or

a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material

misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis.

The material weaknesses related

to inadequate independent reviews and timely preparation of account summaries and reconciliations in the area of inventory, timely applying

correct costs to customer return inventory, and reserve adequately for customer returned inventory.

These material weaknesses could result

in the Company incorrectly reporting its inventory and costs of goods sold.

remediate the material weakness described above, 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 inventory records

are complete and accurate.

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.

that the remediation of this material weakness will be completed before the end of 2022.

This annual report does

not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting.

Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to a permanent

exemption from the internal control audit requirements of Section 404(b) of the Sarbanes-Oxley Act of 2002.

Inherent limitations on effectiveness

Internal control over

financial reporting has inherent limitations which include but are not limited to the use of independent professionals for advice and

guidance, interpretation of existing and changing rules and principles, segregation of management duties, scale of organization, and personnel

Internal control over financial reporting is a process that involves human diligence and compliance and is subject to lapses

in judgment and breakdowns resulting from human failures.

Internal control over financial reporting also can be circumvented by collusion

or improper management override.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect

misstatements on a timely basis, however these inherent limitations are known features of the financial reporting process and it is possible

to design into the process safeguards to reduce, though not eliminate, this risk.

Therefore, even those systems determined to be effective

can provide only reasonable assurance with respect to financial statement preparation and presentation.

Projections of any evaluation

of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that

the degree of compliance with the policies or procedures may deteriorate.

Changes in Internal Control over

Financial Reporting

The Company reported a material weakness

in its internal control over financial reporting as set forth in the Company’s Annual Report on Form 10-K for the year ended December

31, 2020, filed with the Securities and Exchange Commission on April 13, 2021.

A material weakness is a deficiency, or a combination of

deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of

the Company’s annual or interim financial statements will not be prevented or detected on a timely basis.

The material weakness related to insufficient

documentation and processes for confirming title transfer dates of in-transit inventory and consequently could result in the Company under

reporting its inventory and current liabilities.

The Company determined there was a material weakness that should be disclosed.

weakness only impacted the consolidated balance sheet, other than stockholders’ equity, as of December 31, 2020, resulting in an

equal increase in the Company’s inventory and current liabilities, and did not impact the consolidated statements of operations.

Upon identifying the individual control deficiencies,

the Company’s management implemented remedial actions to address these control deficiencies.

During 2021, we have successfully

completed implementation of these remedial actions.

Other than the above, there have been no

significant changes in our internal controls over financial reporting that occurred during the fiscal year ended December 31, 2021 that

have materially or are reasonably likely to materially affect, our internal control over financial reporting.

ITEM 10 – DIRECTORS, EXECUTIVE

OFFICERS AND CORPORATE GOVERNANCE

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.

ITEM 11 - EXECUTIVE COMPENSATION

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.

ITEM 12 – SECURITY

OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

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.

Upon identifying the individual

control deficiencies, the Company’s management implemented remedial actions to address these control deficiencies.

we have successfully completed implementation of these remedial actions related to the timely application of costs to customer return

inventory and applying reserves adequately for customer returned inventory.

Other than the above, there have been no significant changes in our internal

controls over financial reporting that occurred during the fiscal year ended December 31, 2022 that have materially or are reasonably

likely to materially affect, our internal control over financial reporting.

10 – DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

required by this part is hereby incorporated by reference from our definitive proxy statement for our 2023 annual meeting of stockholders

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

11 - EXECUTIVE COMPENSATION

required by this part is hereby incorporated by reference from our definitive proxy statement for our 2023 annual meeting of stockholders

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

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

required by this part is hereby incorporated by reference from our definitive proxy statement for our 2023 annual meeting of stockholders

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

13 – CERTAIN RELATIONSHIPS, RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE

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.

required by this part is hereby incorporated by reference from our definitive proxy statement for our 2023 annual meeting of stockholders

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

14 – PRINCIPAL ACCOUNTANT FEES AND SERVICES

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.

Consolidated Financial Statement Schedules

(a) (1) and (2).

See Index to Financial Statements

under Item 8 in Part II hereof where these documents are listed.

All schedules for which provision is made in the applicable accounting

regulations of the Securities and Exchange Commission are not required under the related instructions or are inapplicable and, therefore,

have been omitted.

The following is a list of

ITEM 15 – EXHIBITS AND CONSOLIDATED

FINANCIAL STATEMENT SCHEDULES *

required by this part is hereby incorporated by reference from our definitive proxy statement for our 2023 annual meeting of stockholders

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

Exhibits and Consolidated Financial Statement Schedules

Financial Statements.

Index to Financial Statements under Item 8 in Part II hereof where these documents are listed.

All schedules for which provision is made

in the applicable accounting regulations of the Securities and Exchange Commission are not required under the related instructions or

are inapplicable and, therefore, have been omitted.

following is a list of exhibits:

15 – EXHIBITS AND CONSOLIDATED FINANCIAL STATEMENT SCHEDULES *

Financial Statements, Schedules and Exhibits:

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Amended and Restated Bylaws of the Company (incorporated by reference to Exhibit 3.1 to the Form 8-K filed by the Company on June 30, 2021).*

Certificate of Amendment to the Amended and Restated Certificate of Incorporation of the Company (incorporated by reference to Exhibit

3.1 to Form 8-K filed by the Company on March 31, 2023).*

Description of Securities (incorporated by reference to Exhibit 4.1 to Amendment No.

20 unchanged sentences

Employment Agreement, dated as of March 21, 2022, by and between the Company and Mehul Patel (incorporated by reference to Exhibit 10.1 to the Form 8-K/A filed by the Company on March 24, 2022).*+

Transition and Separation Agreement, dated July 8, 2022, between Minim, Inc.

and Nicole Hayward Zheng.

Amendment to Employment Agreement, dated August 15, 2022, between Minim, Inc.

and Mehul Patel.*+

Executive Employment Agreement, dated August 15, 2022, between Minim, Inc.

and Dustin Tacker.

Transition and Separation Agreement, dated August 15, 2022, between Minim, Inc.

and Gray Chynoweth.*+

Separation Agreement, dated August 15, 2022, between Minim, Inc.

and John Lauten.*+

Form of Severance Agreement (incorporated by reference to Exhibit 10.1 of to the Form 8-K/A filed by the Company on October 27, 2021).*+

9 unchanged sentences

(incorporated by reference to Exhibit 10.1 to the Form 8-K filed by the Company on November 2, 2021).*

Waiver and Second Amendment to Loan and Security Agreement, dated December 12, 2022, by and among Silicon Valley Bank, Minim, Inc, and Cadence Connectivity, Inc

Bridge Loan, dated as of November 30, 2022, by and among Minim, Inc., Cadence Connectivity, Inc., and Slingshot Capital, LLC .

Bridge Term Note, dated as of November 30, 2022, by and among Minim Inc., Cadence Connectivity, Inc., and Slingshot Capital, LLC.

Subordination Agreement, dated as of November 30, 2022, by and among Minim, Inc., Cadence Connectivity, Inc., Slingshot Capital, LLC, and Silicon Valley .

Form of Underwriting Agreement (incorporated by reference to Exhibit 1.1 of Amendment No.

4 unchanged sentences

14 to Schedule 13D filed on August 20, 2021).*

Letter from Marcum LLP, dated as of April 15, 2021 (incorporated by reference to Exhibit 16.1 to the Form 8-K filed by the Company on April 15, 2021).*

Subsidiaries.**

Consent of Independent Registered Public Accounting Firm (RSM US LLP).**

of Independent Registered Public Accounting Firm(Marcum LLP)**

CEO Rule 13a-14(a)/15d-14(a) Certification.**

2 unchanged sentences

CFO Section 1350 Certification.**†††

Instance Document.**

Taxonomy Extension Schema Document.**

Taxonomy Extension Calculation Linkbase Document.**

Taxonomy Extension Definition Linkbase Document.**

Taxonomy Extension Label Linkbase Document.**

Taxonomy Extension Presentation Linkbase Document.**

XBRL Instance Document.**

XBRL Taxonomy Extension Schema Document.**

XBRL Taxonomy Extension Calculation Linkbase Document.**

XBRL Taxonomy Extension Definition Linkbase Document.**

XBRL Taxonomy Extension Label Linkbase Document.**

XBRL Taxonomy Extension Presentation Linkbase Document.**

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.

Filed herewith.

Management contract or compensatory plan, contract or arrangement.

† Confidential

portions of this exhibit have been redacted and filed separately with the SEC pursuant to

a confidential treatment request in accordance with Rule 24b-2 of the Securities Exchange

Act of 1934, as amended.

confidential portions of this exhibit were omitted because the identified confidential portions

(i) are not material and (ii) would be competitively harmful if publicly disclosed.

This certification shall not be deemed “filed”

for purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liability of that section, nor shall

it be deemed to be incorporated by reference into any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934.

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.

contract or compensatory plan, contract or arrangement.

portions of this exhibit have been redacted and filed separately with the SEC pursuant to a confidential treatment request in accordance

with Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

confidential portions of this exhibit were omitted because the identified confidential portions (i) are not material and (ii) would

be competitively harmful if publicly disclosed.

certification shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise

subject to the liability of that section, nor shall it be deemed to be incorporated by reference into any filing under the Securities

Act of 1933 or the Securities Exchange Act of 1934.

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

1 unchanged sentence

March 31, 2023

GRAHAM CHYNOWETH

Executive Officer

1 unchanged sentence

registrant and in the capacities and on the dates indicated.

Graham Chynoweth

Executive Officer

1 unchanged sentence

Dustin Tacker

Chief Accounting Officer

Financial Officer

financial and accounting officer)

Jeremy Hitchcock

David Aronoff

Patrick Rivard

March 31, 2023

Elizabeth Hitchcock

Josh Horowitz

George Kassas

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 9A. Controls and Procedures