FiEE, Inc. 10-Q

ITEM 1. FINANCIAL STATEMENTS MINIM, INC. AND SUBSIDIARIES Condensed Consolidated Balance Sheets September 30, 2023 (Unaudited) December 31, 2022 ASSETS Current assets Cash and cash equivalents $ 466,124 $ 530,110 Restricted cash — 500,000 Accounts receivable, net of allowance of doubtful accounts of $ 0 and $ 138,331 as of September 30, 2023 and December 31, 2022, respectively 2,999,232 2,758,406 Inventories 10,493,021 25,415,206 Prepaid expenses and other current assets 129,765 360,735 Total current assets 14,088,142 29,564,457 Equipment, net 559,464 636,973 Operating lease right-of-use assets, net 54,015 173,480 Intangible assets, net 37,584 73,301 Other assets 539,538 511,795 Total assets $ 15,278,743 $ 30,960,006 LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities Bank credit line $ 896,796 $ 4,758,663 Accounts payable 10,203,069 2,837,191 Bridge loan agreement 1,000,000 1,000,000 Current maturities of operating lease liabilities 54,015 150,968 Accrued expenses 1,399,007 4,440,724 Deferred revenue, current 845,019 633,542 Total current liabilities 14,397,905 13,821,088 Operating lease liabilities, less current maturities — 22,512 Deferred revenue, noncurrent 745,201 771,738 Total liabilities 15,143,106 14,615,338 Commitments and Contingencies (Note 6) - - Stockholders’ equity Preferred Stock, authorized: 2,000,000 shares at $ 0.01 par value; 0 shares issued and outstanding — — Common Stock, authorized: 60,000,000 shares at $ 0.01 par value; issued and outstanding: 1,898,466 shares at September 30, 2023 and 1,877,970 shares at December 31, 2022 respectively 471,992 469,492 Additional paid-in capital 90,986,924 90,710,030 Accumulated deficit ( 91,323,279 ) ( 74,834,854 ) Total stockholders’ equity 135,637 16,344,668 Total liabilities and stockholders’ equity $ 15,278,743 $ 30,960,006 See accompanying notes to condensed consolidated financial statements. 3 MINIM, INC. AND SUBSIDIARIES Condensed Consolidated Statements of Operations (Unaudited) 2023 2022 2023 2022 Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Net sales $ 6,696,187 $ 13,832,780 $ 24,642,728 $ 39,995,803 Cost of goods sold 9,694,096 10,749,970 24,545,534 30,182,996 Gross profit ( 2,997,909 ) 3,082,810 97,194 9,812,807 Operating expenses: Selling and marketing 2,073,636 3,802,735 9,386,157 11,286,370 General and administrative 963,108 1,922,315 3,460,092 4,991,959 Research and development 687,076 1,310,300 3,358,276 4,227,290 Total operating expenses 3,723,820 7,035,350 16,204,525 20,505,619 Operating loss ( 6,721,729 ) ( 3,952,540 ) ( 16,107,331 ) ( 10,692,812 ) Other expense: Interest expense, net 99,084 93,733 356,644 261,802 Total other expense 99,084 93,733 356,644 261,802 Loss before income taxes ( 6,820,813 ) ( 4,046,273 ) ( 16,463,974 ) ( 10,954,614 ) Income taxes (benefit) ( 525 ) 16,307 24,451 73,026 Net loss $ ( 6,820,287 ) $ ( 4,062,580 ) $ ( 16,488,425 ) $ ( 11,027,640 ) Net loss per share: Basic and diluted $ ( 3.61 ) $ ( 2.18 ) $ ( 8.74 ) $ ( 5.95 ) Basic and diluted weighted average common and common equivalent shares 1,890,933 1,861,090 1,886,465 1,851,916 See accompanying notes to condensed consolidated financial statements. 4 MINIM, INC. AND SUBSIDIARIES Condensed Consolidated Statements of Stockholders’ Equity (Unaudited) For the nine months ended September 30, 2023 Shares Amount Capital Deficit Total Common Stock Additional Paid In Accumulated Shares Amount Capital Deficit Total Balance at December 31, 2022 1,877,970 $ 469,492 $ 90,710,030 $ ( 74,834,854 ) $ 16,344,668 Net loss — — — ( 4,070,457 ) ( 4,070,457 ) Common stock issued for vested restricted units 9,565 2,391 ( 2,391 ) — — Stock-based compensation — — 123,500 — 123,501 Balance at March 31, 2023 1,887,535 471,883 90,831,139 ( 78,905,311 ) 12,397,711 Net loss — — — ( 5,597,681 ) ( 5,597,681 ) Common stock issued for vested restricted stock units 739 7 ( 7 ) — — Stock-based compensation — — 101,589 — 101,589 Balance at June 30, 2023 1,888,274 $ 471,890 $ 90,932,721 $ ( 84,502,992 ) $ 6,901,619 Net loss — — — ( 6,820,287 ) ( 6,820,287 ) Common stock issued for vested restricted stock units 10,191 102 ( 102 ) — — Stock-based compensation — — 54,305 — 54,305 Balance at September 30, 2023 1,898,466 $ 471,992 $ 90,986,924 $ ( 91,323,279 ) $ 135,637 For the nine months ended September 30, 2022 Common Stock Additional Paid In Accumulated Shares Amount Capital Deficit Total Balance at December 31, 2021 1,835,402 $ 458,850 $ 89,313,273 $ ( 59,285,610 ) $ 30,486,513 Net loss — — — ( 2,538,500 ) ( 2,538,500 ) Stock option exercises 7,231 1,807 97,362 — 99,169 Stock-based compensation — — 562,875 — 562,875 Balance at March 31, 2022 1,842,633 $ 460,657 $ 89,973,510 $ ( 61,824,110 ) $ 28,610,057 Net loss — — — ( 4,426,559 ) ( 4,426,559 ) Stock option exercises, net 10,005 2,501 135,134 — 137,635 Stock-based compensation — — 272,480 — 272,480 Balance at June 30, 2022 1,852,638 $ 463,158 $ 90,381,124 $ ( 66,250,669 ) $ 24,593,613 Net loss — — — ( 4,062,580 ) ( 4,062,580 ) Common stock issued for vested restricted stock units 10,510 2,628 ( 2,628 ) — — Stock-based compensation — — 136,701 — 136,701 Balance at September 30, 2022 1,863,148 $ 465,786 $ 90,515,197 $ ( 70,313,249 ) $ 20,667,734 See accompanying notes to condensed consolidated financial statements. 5 MINIM, INC. AND SUBSIDIARIES Condensed Consolidated Statements of Cash Flows (Unaudited) 2023 2022 Nine Months Ended September 30, 2023 2022 Cash flows used in operating activities: Net loss $ ( 16,488,425 ) $ ( 11,027,640 ) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation and amortization 440,546 616,704 Amortization of right-of-use assets 119,465 133,057 Amortization of debt issuance costs 29,815 53,404 Amortization of sales contract costs — 28,814 Stock based compensation 279,394 972,056 Provision (recovery) for accounts receivable allowances ( 138,331 ) 98,984 Provision for inventory valuation adjustment — 839,012 Changes in operating assets and liabilities: Accounts receivable ( 102,495 ) ( 1,428,785 ) Inventories 14,922,185 2,739,413 Prepaid expenses and other current assets 230,993 260,376 Other assets 26,803 48,846 Accounts payable 7,365,878 ( 5,523,817 ) Accrued expenses ( 3,041,742 ) 341,615 Deferred revenue 184,940 518,975 Operating lease liabilities ( 119,465 ) ( 133,728 ) Net cash provided by (used in) operating activities 3,709,561 ( 11,462,714 ) Cash flows from investing activities: Purchases of equipment ( 162,270 ) ( 252,624 ) Certification costs capitalized ( 219,595 ) ( 345,983 ) Net cash used in investing activities ( 381,865 ) ( 598,607 ) Cash flows from financing activities: Net proceeds from (payment on) the bank credit line ( 3,891,682 ) 726,081 Repayment of government loan — ( 34,252 ) Proceeds from stock option exercises — 236,803 Net cash provided by (used in) financing activities ( 3,891,682 ) 928,632 Net increase (decrease) in cash and cash equivalents ( 563,986 ) ( 11,132,689 ) Cash, cash equivalents, and restricted cash - Beginning 1,030,110 13,070,445 Cash, cash equivalents, and restricted cash - Ending $ 466,124 $ 1,937,756 Supplemental disclosures of cash flow information: Cash paid during the period for: Interest $ 235,006 $ 263,097 Income taxes $ 24,451 $ 73,026 Cash is reported on the consolidated statements of cash flows as follows: Cash and cash equivalents $ 466,124 $ 1,437,756 Restricted cash — 500,000 Total cash, cash equivalents and restricted cash $ 466,124 $ 1,937,756 See accompanying notes to condensed consolidated financial statements. 6 MINIM, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements (Unaudited) (1) NATURE OF OPERATIONS AND BASIS OF PRESENTATION Minim, Inc. and its wholly owned subsidiaries, Cadence Connectivity, Inc., MTRLC LLC, and Minim Asia Private Limited, are herein collectively referred to as “Minim” or the “Company”. The Company delivers intelligent networking products that reliably and securely connect homes and offices around the world. We are the exclusive global license holder to the Motorola brand for home networking hardware. The Company designs and manufactures products including cable modems, cable modem/routers, mobile broadband modems, wireless routers, Multimedia over Coax (“MoCA”) adapters and mesh home networking devices. Our AI-driven cloud software platform and applications make network management and security simple for home and business users, as well as the service providers that assist them— leading to higher customer satisfaction and decreased support burden. On January 21, 2022, Zoom Connectivity, Inc. filed with the Secretary of State of the State of Delaware a Certificate of Amendment to its Certificate of Incorporation to change its legal corporate name from “Zoom Connectivity, Inc.” to “Cadence Connectivity, Inc.”, effective as of January 21, 2022. Basis of Presentation The accompanying unaudited consolidated financial statements of the Company have been prepared in accordance with the requirements of the U.S. Securities and Exchange Commission (“SEC”) for interim reporting. As permitted under those rules, certain footnotes or other financial information that are normally required by U.S. generally accepted accounting principles (“GAAP”) can be condensed or omitted. In the opinion of management, the financial statements include all normal and recurring adjustments that are considered necessary for the fair presentation of the Company’s financial position and operating results. All intercompany balances and transactions have been eliminated in consolidation. The information included in this Quarterly Report on Form 10-Q should be read in conjunction with the audited financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022. The results of the Company’s operations can vary during each quarter of the year. Therefore, the results and trends in these interim financial statements may not be the same as those for the full year or any future periods. Certain prior year amounts have been reclassified to conform to the current year presentation. None of the reclassifications impacted the condensed consolidated statements of operations for the three-months and nine months ended September 30, 2023. On April 17, 2023, the Company effected a 25:1 reverse stock split for each share of common stock issued and outstanding. All shares and associated amounts have been retroactively restated to reflect the stock split. Liquidity The Company’s operations have historically been financed through the issuance of common stock and borrowings. Since inception, the Company has incurred significant losses and negative cash flows from operations. During the nine months ended September 30, 2023, the Company incurred a net loss of $ 16.5 million and had positive cash flows from operating activities of $ 3.7 million. As of September 30, 2023, the Company had an accumulated deficit of $ 91.3 million and cash and cash equivalents of $ 0.5 million. The Company implemented cost reduction plans to align its cost structure to its sales and increase its liquidity. The Company will continue to monitor its cost in relation to its sales and adjust its cost structure accordingly. The Company’s financial position and operating results raise substantial doubt about the Company’s ability to continue as a going concern. The Company believes it does not have sufficient resources through its cash and cash equivalents, other working capital and borrowings under its SVB line-of-credit to continue as a going concern through at least one year from the issuance of these financial statements. 7 (2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The Company’s significant accounting policies are disclosed in its Annual Report on Form 10-K for the year ended December 31, 2022. The Company’s significant accounting policies did not change during the nine months ended September 30, 2023. Recently Issued Accounting Standards In June 2016, the FASB issued ASU No. 2016-13, “ Financial Instruments Credit Losses — Measurement of Credit Losses on Financial Instruments. ” ASU 2016-13 requires a financial asset (or group of financial assets) measured at amortized cost basis to be presented at the net amount expected to be collected, which includes the Company’s accounts receivable. This ASU is effective for the Company for reporting periods beginning after December 15, 2022. The Company is currently assessing the potential impact that the adoption of this ASU will have on its consolidated financial statements. There have been no other new accounting pronouncements that have significance, or potential significance, to the Company’s financial position, results of operations and cash flows . (3) REVENUE AND OTHER CONTRACTS WITH CUSTOMERS Revenue is recognized for each distinct performance obligation as control is transferred to the customer. Revenue attributable to hardware products bundled with Software-as-a-Service (“SaaS”) offerings are recognized at the time control of the product transfers to the customer. The transaction price allocated to the SaaS offering is recognized ratably beginning when the customer is expected to activate their account and over a three-year period that the Company has estimated based on the expected replacement of the hardware. Transaction Price Allocated to the Remaining Performance Obligations The remaining performance obligations represent the transaction price allocated to performance obligations that are unsatisfied or partially unsatisfied as of the end of the reporting period. Unsatisfied and partially unsatisfied performance obligations consist of contract liabilities, in-transit orders with destination terms, and non-cancellable backlog. Non-cancellable backlog includes goods for which customer purchase orders have been accepted, that are scheduled or in the process of being scheduled for shipment, and that are not yet invoiced. Contract costs The Company recognizes the incremental costs of obtaining a contract with a customer if the Company expects the benefit of those costs to be longer than one year. The Company has determined that certain sales commissions meet the requirements to be capitalized, and the Company amortizes these costs on a consistent basis with the pattern of transfer of the goods and services in the contract. Total capitalized costs to obtain a contract were immaterial during the periods presented and are included in other current and long-term assets on our condensed consolidated balance sheets. The Company applies a practical expedient to expense costs as incurred for costs to obtain a contract when the amortization period is one year or less. These costs include sales commissions on SaaS contracts with a contract period of one year or less as sales commissions on contract renewals are commensurate with those paid on the initial contract. Contract Balances The Company records accounts receivable when it has an unconditional right to the consideration. Contract liabilities consist of deferred revenue, which represents payments received in advance of revenue recognition related to SaaS agreements and for prepayments for products or services yet to be delivered. 8 Payment terms vary by customer. The time between invoicing and when payment is due is not significant. For certain products or services and customer types, payment is required before the products or services are delivered to the customer. The following table reflects the contract balances as of the periods ended: SCHEDULE OF CONTRACT BALANCES September 30, December 31, 2023 2022 Deferred revenue, current $ 845,019 $ 633,542 Deferred revenue, noncurrent $ 745,201 $ 771,738 During the nine months ended September 30, 2023, the change in contract balances was as follows: SCHEDULE OF CHANGE IN CONTRACT BALANCES Balance at December 31, 2022 $ 1,405,280 Billings 767,832 Revenue recognized ( 582,892 ) Balance at September 30, 2023 $ 1,590,220 Disaggregation of Revenue The following table sets forth our revenues by distribution channel: SCHEDULE OF DISAGGREGATION OF REVENUE BY DISTRIBUTION CHANNEL 2023 2022 2023 2022 Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Retailers $ 6,274,558 $ 13,463,696 $ 23,122,589 $ 38,548,176 Distributors — 180,800 171,043 550,177 Other 421,629 188,284 1,349,096 897,450 Revenues $ 6,696,187 $ 13,832,780 $ 24,642,728 $ 39,995,803 The following table sets forth our revenues by product: 2023 2022 2023 2022 Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Cable modems & gateways $ 6,448,977 $ 13,363,315 $ 23,910,809 $ 38,460,865 Other networking products 243,528 233,962 568,304 1,009,469 SaaS 3,682 235,503 163,615 525,469 Revenues $ 6,696,187 $ 13,832,780 $ 24,642,728 $ 39,995,803 9 (4) BALANCE SHEET COMPONENTS Inventories Inventories, net consists of the following: SCHEDULE OF INVENTORIES September 30, 2023 December 31, 2022 Materials $ 208,156 $ 397,133 Work in process 1,622,249 5,842,251 Finished goods 8,662,616 19,175,822 Total $ 10,493,021 $ 25,415,206 Finished goods includes consigned inventory held by our customers of $ 0 million and $ 4.2 million at September 30, 2023 and December 31, 2022, respectively. The Company reviews inventory for obsolete and slow-moving products each quarter and makes provisions based on its estimate of the probability that the material will not be consumed or that it will be sold below cost. The inventory reserves were $ 1.6 million and $ 2.5 million as of September 30, 2023 and December 31, 2022, respectively. Accrued expenses Accrued expenses consist of the following: SCHEDULE OF ACCRUED EXPENSES September 30, 2023 December 31, 2022 Inventory purchases $ — $ 24,901 Payroll & related benefits 37,152 430,358 Professional fees 233,232 290,588 Royalty costs — 1,650,000 Sales allowances 875,118 1,226,856 Sales and use tax 81,158 113,200 Other 172,347 704,821 Total accrued other expenses $ 1,399,007 $ 4,440,724 (5) BANK CREDIT LINES AND GOVERNMENT LOANS Bank Credit Line On March 12, 2021, the Company terminated its Financing Agreement and entered into a loan and security agreement with Silicon Valley Bank (the “SVB Loan Agreement”). On November 1, 2021, the Company entered into the first amendment to the SVB Loan Agreement (the “First Amendment”). The SVB Loan Agreement, as amended, provides for a revolving facility up to a principal amount of $ 25.0 million. The borrowing base equals the sum of (a) 85.0 percent of eligible customer receivables, plus (b) the least of (i) 60 percent of the value of eligible inventory (valued at cost), (ii) 85% of the net orderly liquidation value of inventory, and (iii) $6.2 million in each, as determined by SVB from the Company’s most recent borrowing base statement; provided that SVB has the right to decrease the foregoing percentages in its good faith business judgment to mitigate the impact of events, conditions, contingencies, or risks which may adversely affect the collateral or its value. The SVB Loan Agreement is secured by substantially all of the Company’s assets but excludes the Company’s intellectual property. Loans under the credit facility bear interest at a rate per annum equal to (i) at all times when a streamline period is in effect, the greater of (a) one-half of one percent (0.50%) above the Prime Rate or (b) three and three-quarters of one percent (3.75%) and (ii) at all times when a streamline period is not effect, the greater of (a) one percent (1.0%) above the Prime Rate and (b) four and one-quarter of one percent (4.25%). On December 12, 2022, the Company entered into its second Amendment to the SVB Loan Agreement (the “Second Amendment”). The Second Amendment (i) reduced the aggregate amount available under the revolving credit line from $ 25 million to $ 10 million, (ii) extends maturity to January 15, 2024, and (iii) provides a waiver for an existing default under the SVB Loan Agreement by virtue of the Company having entered into a Bridge Loan and Security Agreement dated as of November 23, 2022 by and among Borrower and Slingshot Capital, LLC, under which Borrower incurred certain Indebtedness and granted a Lien to Slingshot Capital. The Company incurred $ 143 thousand in origination costs in connection with entering into the SVB Loan Agreement. These origination costs were recorded as a debt discount and are being expensed over the remaining term of the facility. Amortization of debt issuance costs was $ 8 thousand and $ 18 thousand for the three months ended September 30, 2023 and 2022, respectively. Amortization of debt issuance costs was $ 29 thousand and $ 53 thousand for the nine months ended September 30, 2023 and 2022, respectively. 10 As of September 30, 2023, the Company had $ 0.9 million outstanding, net of origination costs of $ 0 thousand, under the SVB Loan Agreement, and this credit line had availability of $ 0 thousand. The interest rate on the bank credit lines was 9.5 % as of September 30, 2023. On March 10, 2023, Silicon Valley Bank went into receivership with the Federal Deposit Insurance Corporation (FDIC) and is now the Silicon Valley Bridge Bank. The SVB Loan Agreement has been transferred to Silicon Valley Bridge Bank, and the revolving facility remains accessible to the Company. On March 27, 2023, the SVB Loan Agreement was transferred to First-Citizens Bank & Trust Company (“First-Citizens”) upon which First-Citizens entered into a purchase and assumption agreement for all deposits and loans of Silicon Valley Bridge Bank. The Company has had no business service interruptions or funding issues due to the bank transfer. On October 18, 2023, the Company fully paid the $ 0.9 million outstanding balance and accrued interest, and the SVB Loan Agreement was immediately terminated. Covenants The SVB Loan Agreement includes a minimum interest expense per month of $ 20 thousand. The First Amendment required the Company to maintain certain levels of minimum adjusted EBITDA, which were tested on the last day of each calendar quarter and measured for the trailing 3-month period ending on the last day of each quarter. The Second Amendment removed the minimum EBITDA covenants. In addition, pursuant to the SVB Loan Agreement, the Company cannot pay any dividends without the prior written consent of SVB. Bridge Loan On November 30, 2022 (the “Effective Date”), the Company and Slingshot Capital, LLC (“Slingshot Capital”) entered into a Bridge Loan Agreement (the “Bridge Loan Agreement”) pursuant to which Slingshot Capital agreed to make available a bridge loan in the principal amount up of up to $ 1,500,000 . In conjunction with the Bridge Loan Agreement, the Company executed a bridge term note (the “Bridge Term Note”) in favor of Slingshot Capital. The Company has drawn down $ 1,000,000 under the Bridge Loan Agreement. Subject to Slingshot Capital’s sole discretion, the other $ 500,000 may be drawn by the Company. Principal amounts borrowed under the Bridge Loan Agreement bear interest for the period from the Effective Date until February 28, 2023 of 8.00 % per annum. Unpaid principal after February 28, 2023 bear an interest of 14.00 % per annum until paid in full. In the event of default, all outstanding principal and interest shall bear interest at an annual rate of 18 %. In connection with the Bridge Loan Agreement, the Company, Slingshot Capital, and Silicon Valley Bank (the “Senior Lender”) executed a subordination agreement (the “Subordination Agreement”) on November 30, 2022. The Loan Agreement is subordinated to the outstanding indebtedness and obligations under the Company’s senior credit facility. Subject to the Senior Lender’s written consent, the Company shall grant Slingshot Capital a second-priority security interest in all of the Company’s collateral, which shall be subordinated to any and all security interests granted to the Senior Lender and at all times shall be limited to the same collateral granted to the Senior Lender under the senior credit facility. Principal and interest are not due and payable until the maturity date, which is January 15, 2024, unless the Company’s senior credit facility with the Senior Lender is paid in full in cash on an earlier date. As of September 30, 2023, the accrued interest is $ 104 thousand and is included in accrued expenses in the condensed consolidated balance sheet. The Company reimbursed Slingshot Capital $ 20,000 for its reasonable and documented expenses and fees related to the negotiations, documentation, and execution of the Bridge Loan Agreement, Subordination Agreement, and Bridge Term Note. Slingshot Capital is owned by the Company’s Chairperson of the Board and a Board of Director, Jeremy Hitchcock and Elizabeth Hitchcock, respectively. On December 6, 2023, the Company and Slingshot Capital executed a debt conversion agreement, whereby the total outstanding principal and accrued but interest, which aggregated to $ 1,125,778 , was converted to 734,343 common stock of the Company. Upon the execution of the debt conversion agreement and issuance of the common stock, the Bridge Loan Agreement and Bridge Term Note were terminated. 11 Government Loans During 2020, the Company participated in the Coronavirus Aid, Relief, and Economic Security Act and received an aggregate $ 1,128,000 in unsecured loans under the Small Business Administration Paycheck Protection Program, at a fixed rate of 1 % per annum. Under the terms of the loans, the Company received forgiveness of an aggregate $ 1,068,000 . The Company repaid $ 34,000 during the nine months ended September 30, 2022. As of September 30, 2023, the Company had no outstanding balances under the government loans. (6) Leases The Company has entered into agreements to lease its warehouses and distribution centers and certain office space under operating leases. The Company recognizes lease expense for these leases on a straight-line basis over the lease term. Right-of-use (“ROU”) assets and lease liabilities are recorded on the balance sheet for all leases, except leases with an initial term of 12 months or less. The components of lease costs were as follows: SCHEDULE OF COMPONENTS OF LEASE COSTS 2023 2022 2023 2022 Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Operating lease costs $ 40,576 $ 39,937 $ 82,369 $ 121,748 Short-term lease costs 8,900 5,400 26,700 5,400 Total lease costs $ 49,476 $ 45,337 $ 109,069 $ 127,148 The weighted-average remaining lease term and discount rate were as follows: SCHEDULE OF WEIGHTED AVERAGE REMAINING LEASE TERM AND DISCOUNT RATE Period Ended September 30, 2023 2022 Operating leases: Weighted average remaining lease term (years) 0.5 1.2 Weighted average discount rate 3.8 % 4.2 % Supplemental cash flow information and non-cash activity related to our operating leases are as follows: SCHEDULE OF SUPPLEMENTAL CASH FLOW INFORMATION RELATED TO OPERATING LEASES 2023 2022 Nine Months ended September 30, 2023 2022 Operating cash flow information: Amounts included in measurement of lease liabilities $ 123,399 $ 140,899 Non-cash activities: ROU asset obtained in exchange for lease liability $ — $ 103,914 The maturity of the Company’s operating lease liabilities as of September 30, 2023 were as follows: SCHEDULE OF MATURITY OF OPERATING LEASE LIABILITIES Years ended December 31, 2023 (remainder) $ 31,981 2024 22,794 Total lease payments $ 54,775 Less: imputed interest ( 760 ) Present value of operating lease liabilities $ 54,015 Operating lease liabilities, current $ 54,015 Operating lease liabilities, noncurrent $ — 12 ( 7) COMMITMENTS AND CONTINGENCIES (a) Commitments The Company is party to a license agreement with Motorola Mobility LLC pursuant to which the Company has an exclusive license to use certain trademarks owned by Motorola Trademark Holdings, LLC for the manufacture, sale and marketing of consumer cable modem products, consumer routers, WiFi range extenders, MoCa adapters, cellular sensors, home powerline network adapters, and access points worldwide through a wide range of authorized sales channels. The license agreement has a term ending December 31, 2025. In connection with the License Agreement, the Company has committed to reserve a certain percentage of wholesale prices for use in advertising, merchandising and promotion of the related products. Additionally, the Company is required to make quarterly royalty payments equal to a certain percentage of the preceding quarter’s net sales with minimum annual royalty payments as follows: SCHEDULE OF MINIMUM ANNUAL ROYALTY PAYMENTS Years ended December 31, 2023 (remaining) $ 1,712,500 2024 7,100,000 2025 7,100,000 Total $ 15,912,500 Royalty expense under the License Agreement was $ 1.7 million and $ 1.7 million for the three months ended September 30, 2023 and 2022, respectively, and $ 5.1 million and $ 5.0 million for the nine months ended September 30, 2023 and 2022, respectively. Royalty expense is included in selling and marketing expenses on the accompanying condensed consolidated statements of operations. As of September 30, 2023 and September 30, 2022, the Company had $ 6.1 million and $ 1.7 million, respectively, outstanding in royalty payments and are included in accounts payable ($ 6.1 million and $ 0 million, respectively) and accrued expenses ($ 0.0 million and $ 1.7 million, respectively) in the condensed consolidated balance sheets. (b) Contingencies The Company is party to various lawsuits and administrative proceedings arising in the ordinary course of business. The Company evaluates such lawsuits and proceedings on a case-by-case basis, and its policy is to vigorously contest any such claims which it believes are without merit. The Company reviews the status of its legal proceedings and records a provision for a liability when it is considered probable that both a liability has been incurred and the amount of the loss can be reasonably estimated. This review is updated periodically as additional information becomes available. If both of the criteria are not met, the Company reassesses whether there is at least a reasonable possibility that a loss, or additional losses, may be incurred. If there is a reasonable possibility that a loss may be incurred, the Company discloses the estimate of the amount of the loss or range of losses, that the amount is not material, or that an estimate of the loss cannot be made. At September 30, 2023, the Company is not currently a party to any legal proceedings that, if determined adversely to the Company, in management’s opinion, are currently expected to individually or in the aggregate have a material adverse effect on the Company’s business, operating results or financial condition taken as a whole. The Company expenses its legal fees as incurred. In the ordinary course of its business, the Company is subject to lawsuits, arbitrations, claims, and other legal proceedings in connection with their business. Some of the legal actions include claims for substantial or unspecified compensatory and/or punitive damages. A substantial adverse judgment or other unfavorable resolution of these matters could have a material adverse effect on the Company’s financial condition, results of operations, and cash flows. Management believes that the Company has adequate legal defenses with respect to the legal proceedings to which it is a defendant or respondent and that the outcome of these pending proceedings is not likely to have a material adverse effect on the financial condition, results of operations, or cash flows of the Company. However, the Company is unable to predict the outcome of these matters. 13 (8) SIGNIFICANT CUSTOMER AND DEPENDENCY ON KEY SUPPLIERS Relatively few companies account for a substantial portion of the Company’s revenues. In the three months ended September 30, 2023, two companies, including a marketplace facilitator, accounted for 10% or greater individually and 80 % in the aggregate of the Company’s total net sales. At September 30, 2023, two companies with an accounts receivable balance of 10% or greater individually accounted for a combined 87 % of the Company’s accounts receivable. In the three months ended September 30, 2022, two companies, including a marketplace facilitator, accounted for 10% or greater individually and 87 % in the aggregate of the Company’s total net sales. At September 30, 2022, three companies with an accounts receivable balance of 10% or greater individually accounted for a combined 91 % of the Company’s accounts receivable. The Company’s customers generally do not enter into long-term agreements obligating them to purchase products. The Company may not continue to receive significant revenues from any of these or from other large customers. A reduction or delay in orders from any of the Company’s significant customers, or a delay or default in payment by any significant customer could materially harm the Company’s business and prospects. Because of the Company’s significant customer concentration, its net sales and operating income could fluctuate significantly due to changes in political or economic conditions, or the loss, reduction of business, or less favorable terms for any of the Company’s significant customers. The Company participates in the PC peripherals industry, which is characterized by aggressive pricing practices, continually changing customer demand patterns and rapid technological developments. The Company’s operating results could be adversely affected should the Company be unable to successfully anticipate customer demand accurately; manage its product transitions, inventory levels and manufacturing process efficiently; distribute its products quickly in response to customer demand; differentiate its products from those of its competitors or compete successfully in the markets for its new products. The Company depends on many third-party suppliers for key components contained in its product offerings. For some of these components, the Company may only use a single source supplier, in part due to the lack of alternative sources of supply. During the three months ended September 30, 2023 and 2022, the Company had one supplier and two suppliers, respectively, that provided 100 % and 91 %, respectively, of the Company’s purchased inventory. (9) INCOME TAXES During the three and nine months ended September 30, 2023, we recorded no income tax benefits for the net operating losses incurred or for the research and development tax credits generated due to the uncertainty of realizing a benefit from those items. We have evaluated the positive and negative evidence bearing upon the Company’s ability to realize its deferred tax assets, which primarily consist of net operating loss carryforwards and research and development tax credits. We considered the history of cumulative net losses, estimated future taxable income and prudent and feasible tax planning strategies and we have concluded that it is more likely than not that we will not realize the benefits of our deferred tax assets. As a result, as of September 30, 2023 and December 31, 2022, we recorded a full valuation allowance against our net deferred tax assets. As of September 30, 2023 and December 31, 2022, the Company had federal net operating loss carry forwards of approximately $ 62.0 million and $ 60.6 million, respectively, which are available to offset future taxable income. They are due to expire in varying amounts from 2023 to 2041. Federal net operating losses occurring after December 31, 2017, of approximated $ 27.6 million may be carried forward indefinitely. As of September 30, 2023 and December 31, 2022, the Company had state net operating loss carry forwards of approximately $ 37.3 million and $ 29.8 million, respectively, which are available to offset future taxable income. They are due to expire in varying amounts from 2033 through 2041. We recorded minimum state income taxes and taxes related to our operations in Mexico. For the three months ended September 30, 2023 and 2022, income tax benefit was $ 1 thousand and income tax expense was $ 16 thousand, respectively. 14 (10) RELATED PARTY TRANSACTIONS The Company leases office space located at 848 Elm Street, Manchester, NH. The landlord is an affiliate entity owned by Mr. Hitchcock. The two-year facility lease agreement was effective from August 1, 2019, to July 31, 2021 and was extended to July 31, 2022. On July 18, 2022, the lease agreement was amended to a month-to-month lease arrangement and may be terminated by either party with a 60-day notice. The facility lease agreement provides for 2,656 square feet. For the three-months period ended September 30, 2023 and 2022, the rent expense was $ 9 thousand and $ 8 thousand, respectively. For the nine-months period ended September 30, 2023 and 2022, the rent expense was $ 27 thousand and $ 24 thousand, respectively. On November 30, 2022, the Company and Slingshot Capital, LLC (“Slingshot Capital”) entered into a Bridge Loan Agreement (the “Bridge Loan Agreement”) pursuant to which Slingshot Capital agreed to make available a bridge loan in the principal amount up of up to $ 1,500,000 . The Company has drawn down $ 1,000,000 under the Bridge Loan Agreement. Subject to Slingshot Capital’s sole discretion, the other $ 500,000 may be drawn by the Company. Slingshot Capital is owned by the Company’s Executive Chairperson of the Board and a Board of Director, Jeremy Hitchcock and Elizabeth Hitchcock, respectively. On April 7, 2023, the previous principal executive officer Mehul Patel, resigned from Minim Inc. Jeremy Hitch, Executive Chairman of the Board became the acting principal executive officer of the Company. On December 6, 2023, the Company and Slingshot Capital executed a debt conversion agreement, whereby the total outstanding principal and accrued but interest, which aggregated to $ 1,125,778 , was converted to 734,343 common stock of the Company. Upon the execution of the debt conversion agreement and issuance of the common stock, the Bridge Loan Agreement and Bridge Term Note were terminated. (11) EARNINGS (LOSS) PER SHARE Net loss per share for the three months ended September 30, 2023 and 2022, respectively, are as follows: SCHEDULE OF NET INCOME (LOSS) PER SHARE September 30, 2023 September 30, 2022 September 30, 2023 September 30, 2022 Three Months Ended Nine Months Ended September 30, 2023 September 30, 2022 September 30, 2023 September 30, 2022 Numerator: Net loss $ ( 6,820,287 ) $ ( 4,062,580 ) $ ( 16,488,425 ) $ ( 11,027,640 ) Denominator: Weighted average common shares - basic 1,890,933 1,861,090 1,886,465 1,851,916 Effect of dilutive common share equivalents — — — — Weighted average common shares - dilutive 1,890,933 1,861,090 1,886,465 1,851,916 Basic and diluted $ ( 3.61 ) $ ( 2.18 ) $ ( 8.74 ) $ ( 5.95 ) Diluted loss per common share for the three and nine months ended September 30, 2023 and 2022 excludes the effects of 2,080 and 1,257,581 common share equivalents, respectively, since such inclusion would be anti-dilutive. The common share equivalents consist of shares of common stock issuable upon exercise of outstanding stock options. 15 (12) REVERSE STOCK SPLIT Reverse Stock Split On March 30, 2023, the Board of Directors of Minim, Inc. approved a 1-for-25 reverse split of the Company’s common stock to be effected through an amendment to the Company’s Restated Certificate of Incorporation (the “Amendment”). The Amendment did not effect the number of shares of authorized common stock. The reverse stock split was subject to shareholder approval at a Special Shareholders Meeting (the “Special Meeting”), which took place on March 28, 2023. A majority of shareholders voted in favor of the reverse stock split. The Company’s definitive proxy statement relating to the Special Meeting filed on March 14, 2023, includes additional details regarding the Amendment. On April 17, 2023, Minim, Inc. completed a 1-for-25 share reverse stock split of its common stock. As a result, Minim shareholders at the effective time received 1 new share of Minim common stock for every 25 shares that they held. Minim did not issue any fractional shares as a result of the reverse split. Instead, all shareholders with fractional shares, received, upon surrendering to the exchange agent of certificate(s) representing such pre-Reverse Stock Split shares, to a cash payment in lieu thereof. All of the Company’s historical shares and per share information related to issued and outstanding common stock and outstanding equity awards exercisable into common stock in these consolidated financial statements have been adjusted, on a retroactive basis, to reflect the reverse stock split in quarter ending September 30, 2023. The following unaudited pro forma selected financial information reflects the impact of the reverse stock split had the effective date of the reverse stock been as of December 31, 2022. The pro forma results have been prepared for comparative purposes only and are not intended to be a projection of future operating results. SCHEDULE OF PRO FORMA FINANCIAL INFORMATION Selected financial information As Reported Pro forma Preferred Stock authorized 2,000,000 2,000,000 Preferred Stock issued 0 0 Common Stock authorized 60,000,000 60,000,000 Common Stock issued 46,949,240 1,887,969 Net Loss $ ( 15,549,244 ) $ ( 15,549,244 ) Basic and diluted net loss per share $ ( 0.34 ) $ ( 8.38 ) Weighted average common and common equivalent shares: Basic and diluted 46,399,137 1,855,965 16 (13) SUBSEQUENT EVENTS Non-binding letter of intent that may result in the Company being acquired On September 29, 2023, the Company entered into a non-binding letter of intent with an investor whereby the investor would purchase $ 2.4 million of convertible preferred stock and warrants, which, on a fully-diluted basis, would constitute a majority of the Company’s outstanding common stock and the proceeds of which would be used for the sole purpose of settling all of the Company’s and its subsidiaries’ liabilities (the “Transaction”). If the Transaction were to occur, the Letter of Intent contemplates the investor would be appointed as the Company’s chief executive officer and the investor and its nominees would be appointed to the Company’s board of directors to which they would constitute a majority of the then-board of directors. The Company and the investor are working on completing definitive transaction documents regarding the Transaction, but, as the Letter of Intent is non-binding, there can be no assurances that such definitive transaction documentation will be executed or that the Transaction will be completed. Repayment of SVB Loan Agreement On October 18, 2023, the Company fully paid the $ 0.9 million outstanding balance and accrued interest on its revolving facility under the SVB Loan Agreement, which was immediately terminated upon full repayment. The Company has evaluated subsequent events from September 30, 2023 through the date of this filing and has determined that there are no such events, other than those noted above, requiring recognition or disclosure in the financial statements. Conversion of Bridge Loan Agreement On December 6, 2023, the Company and Slingshot Capital executed a debt conversion agreement, whereby the total outstanding principal and accrued but interest, which aggregated to $ 1,125,778 , was converted to 734,343 common stock of the Company. Upon the execution of the debt conversion agreement and issuance of the common stock, the Bridge Loan Agreement and Bridge Term Note were terminated. Vendor Forgiveness In its efforts to manage its liquidity and cash-flow position, the Company negotiated and executed liability release agreements with certain vendors in Q4 2023. In aggregate, the executed release agreements resulted in a reduction of outstanding accounts payable obligations by $ 3.0 million. 17