What changed in this filing

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Item 1. Business

2024-04-12 compared with 2023-03-31 · 1433 added, 1209 removed, 23 unchanged (99% 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.

ITEM 1 – BUSINESS

Minim was founded in 1977 as

a networking company and pivoted into delivering intelligent software to protect and improve the WiFi connections we depend on to work, learn,

Headquartered in Manchester, New Hampshire, Minim held the exclusive global license to design, manufacture, and sell

consumer networking products under the Motorola brand until 2023.

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.

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

networking product supplier in many of the largest U.S.

high-volume retailers.

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.

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.

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

not challenges, our resellers’ profitability.

We believe this is a competitive edge that affords us wider access to the total addressable

market through both retailers and ISPs.

As we invest in marketing and new product introductions to existing channels, we consider new

market entrances.

supply chain resiliency – The Company continues to adjust its manufacturing operations and delivery mechanisms to

reduce operational costs.

We continue to build supply chain diversity to improve our operational resiliency to geopolitical, weather-related,

and market-based risks to our product supply.

are the creator of innovative Internet access products that dependably connect people to the information they need and the people they

Our hardware portfolio includes:

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 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

networking hardware products connect homes and small offices to the Internet, create wireless networks, and extend the wireless signal.

These products are now primarily available through retail and e-commerce channels in the U.S.

and Modem/Routers (“Gateways”), which are devices that convert cable service into Internet connectivity for ethernet-only

connection (modems) or ethernet and wireless connections (modem/routers).

Minim’s primary cable modem sales from 2016 through

2021 were of Motorola brand products.

We have obtained CableLabs® certification for our currently marketed cable modems, and

these cable modems have also received a number of cable service provider certifications .

Required by most service providers

for interoperability on their networks, all modem and modem/router products must pass this lengthy, expensive, and technically challenging

certification process.

Minim plans to extend its DOCSIS 3.1 product line, adding high-performance modem/routers including WiFi 6

and mesh-capable routers.

and Mesh Systems, which are devices that create WiFi networks.

Mesh WiFi systems extend the signal throughout a wider area than

a single router can typically cover.

In 2020, Minim launched its first mesh WiFi system and plans to extend its mesh and router portfolio

with WiFi 6 and WiFi 6E capabilities.

Local Area Network Products, which are devices that create, extend, or enhance a Local Access Network.

Minim currently offers

MoCA adapters, which provides an Ethernet connection over coaxial cable between a MoCA-capable router and connected devices.

Minim SaaS platform offers three core software components:

mobile application for end users to personalize and monitor their home and office network with features such as speed testing,

data usage tracking, security alerts, malware blocking, privacy settings, parental controls.

web application that enables technical support representatives in ISPs and businesses to offer efficient remote support with

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.

for Markets outside North America

vast majority of our sales were in North America from 2015 through 2022 because the business predominantly sold cable modem and modem/router

products, and the U.S.

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

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.

and its wholly

owned subsidiaries, MME Sub 1 LLC, Cadence Connectivity, Inc., MTRLC LLC, and Minim Asia Private Limited, are herein collectively referred to as

“Minim” or the “Company”.

The Company currently supports and services intelligent networking products that

connect homes and offices around the world.

We were the exclusive global license holder to the Motorola brand for home networking

hardware until 2023.

The Company designed and manufactured products including cable modems, cable modem/routers, mobile broadband modems,

wireless routers, Multimedia over Coax adapters, and mesh home networking devices.

Sub 1 LLC, is a Florida corporation and a wholly-owned subsidiary of Minim (“Merger Sub”) that was recently incorporated

solely for the purpose of entering into an Agreement and Plan of Merger (as may be amended from time to time, the “Merger Agreement”)

on March 12, 2024, together with Minim and e2Companies LLC, a Florida limited liability company (“e2Companies”), and which

provides for, among other things, the merger of Merger Sub with and into e2Companies, with e2Companies continuing as the surviving entity

and a wholly owned subsidiary of Minim (following the consummation of the merger and

the name change described below, the “combined company”), and pursuant to which, holders of the outstanding Class A common

units and Class B common units of e2Companies (collectively, the “common units”) will receive such number of shares of common

stock, par value $0.01 per share, of Minim (“Minim common stock”) representing 97% of the issued and outstanding shares of

Minim common stock, on the terms and conditions set forth in the Merger Agreement for consummating the merger and the other transactions

contemplated by the Merger Agreement.

Merger Sub is not engaged in any business and has no material assets.

Its principal executive offices

have the same address and telephone number as Minim.

In the merger, Merger Sub will merge with and into e2Companies, with e2Companies

surviving as Minim’s wholly owned subsidiary, and Merger Sub will cease to exist.

In connection with the consummation of the merger,

Minim will amend and restate its amended and restated certificate of incorporation to, among other things, cause its name to be changed

to “e2Companies, Inc.”

is a leading provider of vertically integrated solutions for power generation and distribution.

They are committed to delivering energy

resiliency, reliability and regulatory compliance for their customers to unlock savings and revenue opportunities.

Their product, Virtual

Utility ® , is the first utility-grade network of distributed energy resources, designed to deliver full visibility and

control with a turnkey solution.

As severe weather, electric vehicles and renewable energy sources become more prevalent, e2Companies

is on a mission to help companies transition on the path to zero, while solving grid reliability and power quality issues.

was founded in 2009 in Peoria, Illinois, and following its merger with and into e2Companies LLC, which was completed on January 27, 2022,

became a Florida limited liability company.

From its origins of helping companies comply with new EPA emissions regulations for diesel

generators to solving today’s most pressing power reliability and sustainability challenges, it remains on the forefront of engineering

new energy solutions.

Over time, it has gradually expanded its range of solutions, services, and geographic footprint.

Today, e2Companies

provides power generation and state of the art monitoring systems, for customers in energy market programs and over 1,000 monitoring

systems currently in place in the U.S.

and Canada totaling over 113,880,000 monitoring hours.

During this time, it has completed over

4,000 successful regulatory reviews for clients.

e2Companies estimates that its products have generated over $2 billion in value to our

e2Companies operates through a number of subsidiaries.

e2Companies created a wholly owned subsidiary, e2comply Canada, ULC for the purpose of providing products and services throughout Canada.

During 2020, e2Companies created a number of additional, wholly owned subsidiaries, including:

(i) e2c Holdings Inc., which holds the

ownership interests in e2company Canada, ULC;

(ii) e2c DGU, LLC, which holds other ownership interests in e2c ESA Assets 1 LLC and e2c

ESA Bond 1 LLC (“ESA Bond 1”);

(iii) e2c Assets 1 LLC, which holds e2Companies Equipment (as defined below);

(iv) ESA Bond

1, which raises bond capital to fund capital expenditures necessary for the equipment necessary for energy service agreements (“ESAs”)

with customers;

(v) e2 Mission Critical LLC (“Mission Critical”), which provides onsite generation, resilient, reliable and

ready for demand integration;

(vi) e2Comply Service LLC, which services e2Companies Equipment;

(vii) e2c SERA LLC, which provides Internet

of Things (“IoT”) data for system monitoring;

(viii) e2c EPC LLC, which is the engineering, procurement and construction business

for e2Companies equipment;

and (ix) e2c Insure LLC, which provides regulatory compliance services to subsidiaries under e2Companies’

Merger with e2Companies

Note Regarding the Merger Agreement

following summary of the Merger Agreement, and the copy of the Merger Agreement attached as an exhibit to this Annual Report on Form

10-K, are intended only to provide information regarding the terms of the Merger Agreement.

The Merger Agreement and the related summary

are not intended to be a source of factual, business or operational information about e2Companies, Minim, or Minim’s subsidiaries,

and the following summary of the Merger Agreement, and the copy thereof included as an exhibit hereto, are not intended to modify or

supplement any factual disclosure about Minim in any documents Minim has or will publicly file with the Securities Exchange Commission

The Merger Agreement contains representations and warranties by, and covenants of, e2Companies, Minim and certain

subsidiaries of Minim that were made only for purposes of the Merger Agreement and as of specified dates.

The representations, warranties

and covenants in the Merger Agreement were made solely for the benefit of the parties to the Merger Agreement, may be subject to limitations

agreed upon by the contracting parties, including being qualified by confidential disclosures made for the purposes of allocating contractual

risk between the parties to the Merger Agreement instead of establishing these matters as facts, and may be subject to contractual standards

of materiality or material adverse effect applicable to the contracting parties that generally differ from those applicable to investors.

In addition, information concerning the subject matter of the representations, warranties and covenants may change after the date of

the Merger Agreement, which subsequent information may or may not be fully reflected in Minim’s public disclosures.

Merger Agreement

March 12, 2024, Minim, Inc., a Delaware corporation (the “Company”), and its wholly owned subsidiary, MME Sub 1 LLC, a

Florida limited liability company (“Merger Sub”), entered into an Agreement and Plan of Merger (“Merger

Agreement”) with e2Companies LLC, a Florida limited liability company (“e2Companies”).

Pursuant to the Merger

Agreement, Merger Sub will merge with and into e2Companies, with e2Companies remaining as the surviving entity (the

Subject to the terms and conditions of the Merger Agreement, at the effective time of the Merger (the

“Effective Time”), holders of the outstanding common units of e2Companies (“e2 Shares”) will receive such

number of shares of common stock, par value $0.01 per share, of the Company (“Company Shares”) representing

approximately 97% of the issued and outstanding Company Shares (on a fully-diluted basis).

to the terms of the Merger Agreement, the Company has agreed to appoint upon the Effective Time, two individuals selected by the

Company to the Company’s board of directors.

The Merger Agreement contains representations and

warranties, closing deliveries and indemnification provisions customary for a transaction of this nature.

The closing of the Merger is

conditioned upon, among other things, (i) the Company Shares to be issued in the Merger (“Merger Consideration”) bein g

approved for listing on the Nasdaq Capital Market (“Nasdaq”), (ii) the effectiveness of a registration statement on Form

S-4 registering the Merger Consideration;

(iii) any waiting period applicable to the consummation of the Merger under the Hart-Scott-Rodino

Antitrust Improvements Act of 1976, as amended, will have expired or been terminated;

and (iv) the consent or approval of the Company’s

stockholders, as applicable, of (a) the Merger, (b) the issuance of the Merger Consideration, and (c) an amendment to the Company’s

Amended and Restated Certificate of Incorporation, as amended, to among other things, change the Company’s name to e2Companies,

following the Merger (the “Stockholder Approvals”).

Merger Agreement may be terminated under certain customary and limited circumstances prior to the closing including by the mutual consent

of the Company and e2Companies if the closing has not occurred by June 15, 2024, subject to the right of either party to gain a 30 day

extension, and including, but not limited to, if the Stockholder Approvals have not been obtained, if the Company Shares are delisted

from Nasdaq and deregistered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), upon uncured breaches

of representations, warranties and covenants or if a court of competent jurisdiction permanently restrains the Merger from occurring.

foregoing description of the Merger Agreement is not complete and is qualified in all respects to the Merger Agreement, which is filed

as an exhibit to this Annual Report and incorporated herein by reference.

with the execution and delivery of the Merger Agreement, e2Companies and the Class A Unitholders of e2Companies (each a “Unitholder”)

entered into lock-up agreements, pursuant to which each Unitholder and e2Companies agreed to a 180-day lockup on the sale or transfer

of Company Shares, Series A Preferred Stock of the Company or any securities convertible into or exercisable or exchangeable for Company

Shares received by each such holder in the Merger (the “Lock-up Agreement”).

foregoing description of the Lock-up Agreement is not complete and is qualified in all respects to the form of Lock-up Agreement, which

is filed as an exhibit to this Annual Report and incorporated herein by reference.

and Support Agreement

with the execution and delivery of the Merger Agreement, the Company and e2Companies entered into support agreements (the “Support

Agreements”) with certain stockholders of the Company that beneficially own a majority of the outstanding Company Shares.

to the Support Agreements, among other things, such stockholders have agreed to vote or deliver (or cause to be delivered) a written

consent, as applicable, with respect to all of their shares of capital stock of the Company owned by such holders in favor of the Stockholder

foregoing description of the Support Agreements is not complete and is qualified in all respects to the form of Support Agreement, which

is filed as an exhibit to this Annual Report and incorporated herein by reference.

Information about the Merger and Where to Find It

connection with the Merger, we will file relevant materials with the Securities and Exchange Commission (“SEC”), including

a registration statement on Form S-4 that will include a consent solicitation or proxy statement, as applicable, pertaining to the Company

and e2Companies.

This Annual Report on Form 10-K does not contain all the information that should be considered concerning the Merger

and is not a substitute for any other documents that the Company may file with the SEC.

It is not intended to form the basis of any investment

decision or any other decision in respect to the Merger.

Investors and stockholders will be able to obtain free copies of the consent

solicitation statement or proxy statement, as applicable.

and other documents filed by the Company with the SEC (when they become available)

through the website maintained by the SEC at www.sec.gov.

In addition, investors and stockholders should note that the Company communicates

with investors and the public using its website (https://www.minim.com), where anyone will be able to obtain free copies of the consent

solicitation statement or proxy statement and other documents filed by the Company with the SEC and stockholders are urged to read the

consent solicitation statement or proxy statement, as applicable, and the other relevant materials when they become available before

making any voting or investment decision with respect to the Merger.

Reasons for the Merger

evaluating strategic alternatives, the Minim Board of Directors consulted with Minim’s management and legal and financial advisors,

reviewed a significant amount of information, and considered a number of factors, including, among others, the following factors regarding

the combined company that the Minim Board of Directors viewed as supportive of its decision to approve the merger with e2Companies, as

being in the best interests of Minim’s stockholders:

The combined company will

be led by an experienced senior management team from e2Companies and a board of directors, two members of which will be designated

e2Companies has the potential,

if successful, to create value for the stockholders of the merged company and present e2Companies with additional fund-raising opportunities

in the future.

The Minim Board of Directors

also reviewed the current plans of e2Companies for continuing to expand its business to confirm the likelihood that e2Companies would

possess sufficient financial resources to allow management to continue to operate and develop e2Companies’ product and service

offerings and expansion into new markets.

Minim Board of Directors considered the opportunity, as a result of the merger, for Minim stockholders to participate in the potential

value that may result from development of the e2Companies business and the potential increase in value of e2Companies following the merger.

Minim Board of Directors also reviewed various factors impacting the financial condition, results of operations and prospects for Minim,

the strategic alternatives

of Minim to the merger, including potential transactions that could have resulted from discussions that Minim management conducted

with other potential merger partners;

the consequences of current

market conditions, Minim’s current liquidity position, its depressed stock price and continuing net operating losses, and the

likelihood that the resulting circumstances of Minim would not change for the benefit of the Minim stockholders in the foreseeable

future on a stand-alone basis;

the risks of continuing

to operate Minim on a stand-alone basis, including the need to continue to support its current business with insufficient capital

management’s belief that it would be difficult to obtain additional equity or debt financing

on acceptable terms, if at all.

Minim Board of Directors also reviewed the terms and conditions of the proposed Merger Agreement and associated transactions, as well

as the safeguards and protective provisions included therein intended to mitigate risks, including:

the exchange ratio used

to establish the number of shares of Minim common stock to be issued in the merger, and the expected relative percentage ownership

of Minim stockholders and e2Companies unitholders immediately following the completion of the merger;

the limited number and

nature of the conditions to the e2Companies obligation to consummate the merger and the limited risk of non-satisfaction of such

conditions as well as the likelihood that the merger will be consummated on a timely basis;

the respective rights of,

and limitations on, Minim and e2Companies under the Merger Agreement to consider certain unsolicited acquisition proposals under

certain circumstances should Minim or e2Companies receive a superior competing proposal;

Minim Voting Agreements, pursuant to which certain stockholders of Minim (solely in their respective capacities as Minim stockholders)

beneficially owning a majority of the outstanding shares of Minim common stock agreed, solely in their capacity as stockholders,

to vote or deliver (or cause to be delivered) a written consent, as applicable, in favor of the Minim Proposals;

belief that the terms of the Merger Agreement, including the parties’ representations, warranties and covenants, and the conditions

to their respective obligations, are reasonable under the circumstances.

its deliberations relating to the merger, the Minim Board of Directors also considered a variety of risks and other countervailing factors

related to the merger, including:

the substantial expenses

to be incurred in connection with the merger;

the possible volatility,

at least in the short term, of the trading price of the Minim common stock resulting from the merger announcement;

the risk that the merger

might not be consummated in a timely manner, or at all, and the potential adverse effect of the public announcement of the merger

or on the delay or failure to complete the merger on the reputation of Minim;

the risk to Minim’s

business, operations and financial results in the event the merger is not consummated;

the strategic direction

of the continuing entity following the completion of the merger, which will be determined by a board of directors.

Minim Board of Directors believes that, overall, the potential benefits to Minim stockholders of the Merger Agreement outweigh the risks

and potential losses that Minim is expected to incur if it continues operating its current business without consummating the merger.

this discussion of the information and factors considered by the Minim Board of Directors is believed to include the material facts it

considered, it is not intended to be exhaustive and may not include all of the factors considered by the Minim Board of Director.

Minim Board of Directors did not find it useful and did not attempt to quantify or assign any relative or specific weights to the various

factors that it considered in reaching its determination that the Merger Agreement and the transactions contemplated thereby are fair

to, advisable, and in the best interests of Minim and its stockholders.

The Minim Board of Directors based its determination on the totality

of the information presented to it and factors considered by it.

In addition, individual members of the Minim Board of Directors may

have given differing weights to different factors.

March 11, 2024, Minim’s stockholders, who beneficially held a majority of Minim’s common stock, each entered into voting

agreements (“Minim Voting Agreements”) pursuant to which, among other things, each of such stockholders agreed, solely

in their capacity as a stockholder, to vote or deliver (or cause t o be delivered) a written consent, as applicable, in favor

of the Minim Proposals with respect to:

(i) all of their shares of Minim common stock and Minim Preferred Stock owned by such

and (ii) any subsequently acquired Minim common stock, including upon exercise of any options to purchase Minim common stock

or settlement of warrants to purchase Minim common stock or otherwise, including, without limitation, by gift, succession, in the

event of a stock split or as a dividend or distribution of any shares of Minim common stock owned by such holder.

The Minim Voting

Agreements also place certain restrictions on the transfer of the shares of Minim held by such stockholders.

The merger requires the

written consent of the holders of at least a majority of the outstanding shares of Minim common stock and Minim Preferred Stock on

an as-converted basis, voting together as a single class.

Strategy Overview

addition to supporting our legacy cable and WiFi products, we sought to consider other strategic alternatives for our Company.

12, 2024, we and e2Companies entered into the Merger Agreement which is expected to close before June 30, 2024.

In the merger, Merger

Sub will merge with and into e2Companies, with e2Companies surviving as Minim’s wholly owned subsidiary, and Merger Sub will cease

In connection with the consummation of the merger, Minim will amend and restate its amended and restated certificate of incorporation

to, among other things, cause its name to be changed to “e2Companies, Inc.”

is a leading provider of vertically integrated solutions for power generation and distribution.

They are committed to delivering energy

resiliency, reliability and regulatory compliance for their customers to unlock savings and revenue opportunities.

Their product, Virtual

Utility ® , is the first utility-grade network of distributed energy resources, designed to deliver full visibility and

control with a turnkey solution.

As severe weather, electric vehicles and renewable energy sources become more prevalent, e2Companies

is on a mission to help companies transition on the path to zero, while solving grid reliability and power quality issues.

provides power generation and state of the art monitoring systems, for customers in energy market programs.

is dedicated to delivering energy resiliency, reliability and regulatory compliance for its customers to unlock savings and revenue opportunities.

Currently, its target markets are the continental United States, Puerto Rico and Canada.

Its growth strategy is to invest heavily in

this market to capture greater market share.

has recently refocused sales efforts from a 15-year ESA model to an original equipment manufacturer (“OEM”) model for direct

The recent tax incentives from the Inflation Reduction Act (the “IRA”) and Investment Tax Credit (the “ITC”)

make the OEM sales model very attractive for customers and investors.

e2Companies expects the adjustment in sales strategy, which has

been driven by feedback from customers, will lead to a shortening of the sales cycle and a corresponding increase in current revenue.

e2Companies is also currently seeking to have certain ESA customers convert to OEM purchasers, however, e2Companies will continue to

offer the ESA model to customers desiring to avoid the initial upfront cost of purchasing generation systems outright.

In connection

with adjustment of e2Companies’ sales strategy, e2Companies has implemented cost saving measures to increase the efficiency of

revenue production.

We created innovative Internet access products that dependably connect people to the information they need and the people they love.

Our hardware portfolio included:

cable modems, cable modem/routers, mobile broadband modems, wireless routers, Multimedia over Coax Alliance (MoCA) adapters, and mesh home networking devices.

Our SaaS platform included:

mobile applications, a web application, API suites, and an open-source embedded agent for networking devices.

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

Our hardware and SaaS products were 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 applied 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.

The Company had 5 systems of the Motorola Mesh Router Systems, including the latest generation of WiFi 6E technology.

Home Networking Hardware

Our networking hardware products connect homes and small offices to the Internet, create wireless networks, and extend the wireless signal.

These products were primarily available through retail and e-commerce channels in the U.S.

Modems and Modem/Routers (“Gateways”), which are devices that convert cable service into Internet connectivity for ethernet-only connection (modems) or ethernet and wireless connections (modem/routers).

Minim’s primary cable modem sales from 2016 through 2023 were of Motorola brand products.

We have obtained CableLabs® certification for our currently marketed cable modems, and these cable modems have also received a number of cable service provider certifications .

Required by most service providers for interoperability on their networks, all modem and modem/router products must pass this lengthy, expensive, and technically challenging certification process.

Minim plans to extend its DOCSIS 3.1 product line, adding high-performance modem/routers including WiFi 6 and mesh-capable routers.

Routers and Mesh Systems, which are devices that create WiFi networks.

Mesh WiFi systems extend the signal throughout a wider area than a single router can typically cover.

In 2020, Minim launched its first mesh WiFi system and plans to extend its mesh and router portfolio with WiFi 6 and WiFi 6E capabilities.

Other Local Area Network Products, which are devices that create, extend, or enhance a Local Access Network.

Minim currently offers MoCA adapters, which provides an Ethernet connection over coaxial cable between a MoCA-capable router and connected devices.

The Minim SaaS platform offers three core software components:

Minim mobile application for end users to personalize and monitor their home and office network with features such as speed testing, data usage tracking, security alerts, malware blocking, privacy settings, parental controls.

Minim web application that enables technical support representatives in ISPs and businesses to offer efficient remote support with network insights.

Minim 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.

Products for Markets outside North America

The vast majority of our sales were in North America from 2015 through 2023 because the business predominantly sold cable modem and modem/router products, and the U.S.

is by far the largest market for cable modems sold through retailers.

However, we expect to see growth outside

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.

Networking hardware products for countries outside the U.S.

typically differ from a similar product for the U.S.

because of varied regulatory and

certification requirements, country-specific phone jacks and AC power adapters, and language needs.

As a result, the introduction of

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

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

businesses (“B2B”), service providers, value-added resellers, PC system integrators, and Original Equipment Manufacturers

We support our major accounts in their efforts to discern strategic directions in the market, to maintain appropriate

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

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.

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 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.

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 through Reseller relationships, we envision the proportion of

our sales from countries outside the U.S.

will increase.

American High-volume Retailers and Distributors

North America, we reach the retail market primarily through high-volume retailers.

Our North American retailers include Best Buy, Micro

Center, Target, Wal-Mart, and e-tail and e-commerce platforms including Amazon.

sell significant quantities of our products through distributors, who often sell to corporate accounts, retailers, service providers,

value-added resellers, equipment manufacturers, and other customers.

Our North American distributors include D&H Distributing and

Summit Growth Partners.

Service Providers & Businesses

works with over 140 ISPs and businesses with its subscription-based WiFi management and security software.

Our solution enables challenger

ISPs to better compete in the market with a premium WiFi solution while lowering operational costs with support call and onsite visit

For our business customers, our solution reduces the costs, deployment time, and risks to supporting and securing remote employee

and satellite office networks.

We are empowering the IT staff of our business customers to secure and support employee home networks

and other small workspaces.

Our customer base is primarily located in the US;

however, we have customers all over the world, including

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

open-source embedded software agent enables third-party hardware vendors to integrate Minim in their networking devices, potentially

to create a recurring revenue stream with our software services.

Our system integrator and OEM customers sell our products under their

own name or incorporate our products as a component of their systems.

We seek to be responsive to the needs of these customers by providing

on-time delivery of high- quality, reliable, cost-effective products with strong engineering and sales support.

Marketing and Support

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

to retailers;

through channel resellers;

and through electronics distributors.

believe that Motorola is a widely recognized brand name, and we build upon this brand equity in a variety of ways, including:

advertising, Google AdWords advertising, social media marketing and advertising, retailer cooperative advertising, product packaging,

trade shows, and public relations.

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.

We typically support our claims of quality

with product warranties of one to two years, depending upon the product.

To address the needs of end-users and resellers who require

assistance, we have our own staff of technical support specialists.

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

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

Our technical support specialists also maintain a significant

Internet support facility that includes email, firmware and software downloads, and a digital knowledgebase.

Worldwide technical support

is primarily handled from our Manchester, New Hampshire headquarters.

and Development

research and development efforts are focused on developing new products, enhancing the capabilities of existing products, and reducing

because of varied regulatory and certification requirements, country-specific phone jacks and AC power adapters, and language needs.

As a result, the introduction of new products into markets outside North America can incur significant costs and time to market.

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

We typically support our claims of quality with product warranties of one to two years, depending upon the product.

To address the needs of end-users and resellers who require assistance, there is a staff of technical support specialists.

They provide telephone support six days per week in English and Spanish and aim to continuously expand languages, availability, and support channels.

Our technical support specialists also maintain a significant Internet support facility that includes email, firmware and software downloads, and a digital knowledgebase.

In 2023, we transferred our support services to Motorola to address the needs of our customers.

Research and Development

research and development efforts were focused on developing new products, enhancing the capabilities of existing products, and reducing

production costs.

We have developed close collaborative relationships with certain of our Original Design Manufacturer (“ODM”)

We developed close collaborative relationships with certain of our Original Design Manufacturer (“ODM”)

suppliers and component suppliers.

We work with these partners and other sources to identify and respond to emerging technologies and

market trends by developing products that address these trends.

We also develop all the hardware and firmware for certain products in-house,

We worked with these partners and other sources to identify and respond to emerging technologies and

market trends by developing products that address those trends.

We also developed all the hardware and firmware for certain products in-house,

including some cellular modems and some future cellular sensors.

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

products are currently designed for high-volume automated assembly to help assure reduced costs, rapid market entry, short lead times,

and reliability.

High-volume assembly mostly occurs in Vietnam or China.

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 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.

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.

North American facility is currently located in Tijuana, Mexico.

From time to time, we experience certain challenges associated with

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.

Company’s costs on research and development for the years ended December 31, 2023 and 2022 were $3.5 million and $5.8 million, respectively.

As of December 31, 2023, we had no employees engaged in research and development.

Our research and development team performed 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 & Suppliers

Our products were designed

for high-volume automated assembly to help assure reduced costs, rapid market entry, short lead times, and reliability.

assembly mostly occurred in Vietnam or China.

Our contract manufacturers and original design manufacturers obtained some or all of the components required to assemble the products

based upon a Minim approved vendor list and parts list.

Our manufacturers inserted 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 performed

final packaging.

and many other markets, packaging was 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 performed warehousing, shipping,

quality control, finishing and some software updates from time to time.

We also performed circuit design, circuit board layout, and strategic

component sourcing at our Boston area office.

American facility was located in Tijuana, Mexico.

From time to time, we experienced certain challenges associated with the Tijuana facility,

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

We believed that this facility assisted 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.

We sometimes maintain back-up production tooling at a second manufacturer for

our highest-volume products.

Our manufacturers are normally adequate to meet reasonable and properly planned production needs;

fire, natural calamity, strike, financial problem, the impacts from the COVID-19 pandemic or another significant event at an assembler’s

facility could adversely affect our shipments and revenues.

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.

However, most of

our products include a sole-sourced chipset as the most critical component of the product.

The vast majority of our cable modem chipsets

come exclusively from Broadcom.

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.

have experienced delays in receiving shipments of essential integrated circuits in the past, and we may experience such delays in the

Moreover, we cannot assure that a chipset supplier will, in the future, sell chipsets to us in quantities sufficient to meet

our needs or that we will purchase the specified dollar amount of products necessary to receive concessions and incentives from a chipset

An interruption in a chipset supplier’s ability to deliver chipsets, a failure of our suppliers to produce chipset enhancements

or new chipsets on a timely basis and at competitive prices, a material increase in the price of the chipsets, our failure to purchase

a specified dollar amount of products or any other adverse change in our relationship with modem component suppliers could have a material

adverse effect on our results of operations.

are also subject to price fluctuations in our cost of goods.

Our costs may increase if component shortages develop, lead-times stretch

out, fuel costs rise, or significant delays develop due to labor-related issues.

are also subject to the Restriction of Hazardous Substances Directive (“RoHS”) and Consumer Electronics Control (“CEC”)

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

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

customer demand patterns, rapid technological advances, and emerging industry standards.

These characteristics result in frequent introductions

of new products with added capabilities and features, and continuous improvements in the relative functionality and price of modems and

other communications products.

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

and accurately anticipate customer demand;

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

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

differentiate

our products from those of our competitors;

compete successfully in the markets for our products.

of our primary competitors by product group include the following:

modem and modem/router competitors:

Belkin/Linksys, Commscope/Arris, D-Link, Hon Hai Network Systems (formerly Ambit Microsystems),

Netgear, Sagemcom, Technicolor, TP-Link and Ubee Interactive.

and mesh WiFi competitors:

Amazon/Eero, Amped, Apple, Asus, Belkin/Linksys, D-Link, Google, Netgear, Securifi, Tenda, TP- Link,

Trendnet, and Ubiquiti.

Management and Security :

AirTies, Cujo AI, Plume Design, SAM Seamless Network.

of our competitors and potential competitors have more extensive financial, engineering, product development, manufacturing, and marketing

resources than we do.

principal competitive factors in our industry include the following:

performance, features, reliability and quality of service;

availability and lead times;

and stability of operations;

of product line;

and distribution capability, including retailer and distributor relationships;

support and service;

documentation and product warranties;

relationships

with providers of broadband access services;

certifications

evidencing compliance with various requirements.

believe we are able to provide a competitive mix of the above factors for our products, particularly when they are sold through retailers,

computer product distributors, small to medium sized Internet service providers, and system integrators.

We have been less successful

in selling directly to large telecommunication providers and other large providers of broadband access services.

penetrating the broadband modem market presents a number of challenges, including:

current limited retail market for broadband modems, as most consumer broadband users get their modem from their service provider;

relatively small number of cable, telecommunications and Internet service providers that make up the majority of the market for broadband

modems in the U.S., our largest market;

significant bargaining power and market dominance of these large service providers;

time-consuming, expensive and uncertain certification processes of the various cable, mobile broadband service providers;

strong relationships with service providers enjoyed by some incumbent equipment providers, including ARRIS for cable modems and Huawei

for DSL and mobile broadband modems.

We had maintained back-up production tooling at a second manufacturer for our

highest-volume products.

Our manufacturers were normally adequate to meet reasonable and properly planned production needs;

natural calamity, strike, financial problem, the impacts from a pandemic or another significant event at an assembler’s facility

could adversely affect our shipments and revenues.

In 2023 and 2022, one and two suppliers, respectively, provided 86% and 93%, respectively,

of our purchased inventory.

is a leading provider of vertically integrated solutions for power generation and distribution.

They are committed to delivering energy

resiliency, reliability and regulatory compliance for their customers to unlock savings and revenue opportunities.

Their product, Virtual

Utility ® , is the first utility-grade network of distributed energy resources, designed to deliver full visibility and

control with a turnkey solution.

As severe weather, electric vehicles and renewable energy sources become more prevalent, e2Companies

is on a mission to help companies transition on the path to zero, while solving grid reliability and power quality issues.

products and regulatory services come with full power systems monitoring services on an open architecture that allow for smart building

integration, microgrid integration, artificial intelligence and full asset optimization through a private network on our Grid Response

Optimization of Virtual Energy (“Grove”) platform.

It serves diverse industries, including commercial, manufacturing, retail,

healthcare and data centers.

e2Companies creates electricity micro-grids offered to hospitals, data centers, schools and mission critical

businesses to provide reliable power without reliance on the grid or the large initial capital outlay associated with the purchase of

traditional independent power systems.

decades, diesel generation has been the traditional back-up power sources for facilities to keep critical processes running during outages.

Given increasing emissions restrictions and state and federal regulations shifting requirements for on-site generation, natural gas generation

and energy storage systems are gaining favor.

To maximize the total cost of ownership, while reducing emissions, improving utility power

quality, providing an uninterruptible power supply (“UPS”) to all connected loads, generating revenue in market-based programs,

all with the cleanest and lowest operating cost turnkey technology available, there are not many turn-key options in today’s market.

is the creator of the industry’s first Virtual Utility ® , the industry’s first utility-grade network located

on the customer’s site.

Virtual Utility ® is an independent source of power that optimizes the existing grid and

reduces utility dependence, driving energy choice and taking the guesswork out of electric utility for customers.

It does so by enhancing

the stability of the electric grid and providing behind-the-meter cost flexibility based on variable inputs and market pricing.

heart of Virtual Utility ® is e2Companies’ patented R3Di ® System, a self-contained, lithium-iron phosphate

battery energy storage system, providing up to one megawatt of power, or enough power for about 100 households, which is modular in design.

Matched with a prime-rated, natural gas generator, or any possible electron producing source, it acts as an onsite utility grade system

with a synthetic BUS.

Its double conversion inverter system (“Double Conversion System”) provides continuous power conditioning

and uninterruptible power transfer, while its lithium iron phosphate battery chemistry offers higher energy density, allowing delivery

of power to a customer’s facility 24 hours a day, 7 days a week, 365 days a year.

system is ETL certified to UL 9540 and operates in sync with the grid and independently of it simultaneously, giving facility managers

the flexibility to generate power on-site whenever needed, during utility outages, storm avoidance, when utilities experience peak demand

or when energy prices are high.

At the same time, The R3Di ® ’s dual isolation transformers provide clean conditioned

power to all connected loads, ensuring power sensitive equipment avoids voltage sags or spikes that can impact critical operation.

Stocked R3Di ® Design

itself, a diesel generator will not provide a “noblip” experience at a facility when there is a loss of utility power.

Traditionally,

pairing a diesel generator with a UPS provides instantaneous, uninterruptible power to only the facility’s sensitive electronic

The purpose of the UPS is to bridge the time between loss of utility and the transfer to the generator.

All other loads (HVAC,

lighting, etc.) lose power while the generator comes up to rated voltage and frequency and connects to the bus.

the R3Di ® , all facility loads, not just the sensitive electronic loads, can be connected to the R3Di ® ’s

instantaneous, uninterruptible power system.

This is possible due to the R3Di ® ’s High C-rate, or the rate at which

a battery is discharged relative to its maximum capacity, fast discharging battery system.

Most traditional UPS systems utilize battery

systems that are designed for an instantaneous slow discharge maximizing their availability.

This limits those batteries’ ability

to deliver power to loads that require high inrush currents such as pump motors, elevators, and large transformers.

Due to the lithium

iron phosphate (“LiFePO4”) chemistry and cathode design of the R3Di ® ’s battery system, the high discharge

capability allows highly inductive loads to connect to the battery instantly without voltage or frequency sags.

UPS composition consists of lead acid batteries, needing replacement after a five-year lifecycle due to power constantly flowing through

the batteries, which leads to quicker degradation.

The R3Di ® battery energy storage system (“BESS System”)

is designed to a twenty-year life, with an extended battery life due to the composition of LiFePO4 and High-C discharging capabilities.

Electricity does not continuously flow through the batteries in the R3Di ® , extending their life to twenty years or 10,000

Any generation source is paired to pick up load as the batteries begin to deplete, then recharges the batteries once they have

dropped to a selectable depth of discharge.

a traditional UPS system, the R3Di ® ’s Double Conversion System helps smooth transient loading, providing power

conditioning and quality, with a seamless (sub-cycle) transfer of power with no interruption to facility’s load.

Unlike conventional

UPS systems, the R3Di ® utilizes bidirectional, full four-quadrant insulated-gate bipolar transistors inverters in both

the ACDC rectification and DC-AC conversion stages.

A stand-alone diesel would not be able to protect a company’s sensitive equipment

from any transient voltage sags or surges.

Beyond on-site power generation for reliability, the R3Di ® System can play

the role of grid assurance, by firming renewables without intermittent power loss with its power conditioning abilities.

R3Di ® ’s LiFePO4 battery chemistry is safer than other systems that utilize lithium ion (Li+), valve regulated lead

acid (“VRLA”) or lead acid.

All batteries store and release electrical energy through electrochemical reactions.

When a battery

purposely discharges electrical energy, ions move from one electrode to the other through a liquid medium called electrolyte.

this process the battery undergoes some stress, e.g., an internal short, abnormal heat, etc., the cobalt present in the cathode can release

fire-sustaining oxygen.

This can result in “thermal runaway”, which is a heat generating reaction that is greater than the

ability of a battery cell to release.

lithium cobalt oxide batteries, thermal runaway can result from the omission of the cobalt with its negative temperature coefficient.

The LiFePO4 battery, as found in the R3Di ® System does not use cobalt, greatly reducing the risk of fire ignition or

LiFePO4 is thermally and chemically stable, making it less prone to explosions or fires due to misuse or structural damage.

The R3Di ® ’s

BESS takes up considerably less space than that of a Half-C or 1-C battery system.

Where space is restricted, the R3Di ®

System can be configured in a smaller footprint by moving the UPS outdoors and stacking it above the generator, as shown in Figure 2,

meaning no interior building space is required.

Side and Front View of the R3Di ® System Generator and BESS

R3Di ® System can be paralleled with additional units, in 1MW increments.

It is intended to be modular and eliminates,

or greatly reduces, balance of plant versus diesel or other systems.

that have experienced a prolonged outage are impacted by the loss of production, stored product, machinery, and sensitive equipment,

as well as the man-hours to reset processes and restore the facility.

Even so much as a voltage sag/surge can affect equipment.

conditioning the R3Di ® provides protects sensitive equipment and sustains operations during long-term outages.

generator can support the facility, but due to the emissions profile of the diesel engine, it cannot run in prime applications.

Environmental

Social Governance (ESG), Societal Return on Investment (SROI) & Tax

R3Di ® System operates as an on-site utility and can do so with drastically reduced emissions and lower operating costs

as compared to a similar sized emergency backup diesel generator.

The R3Di ® System has the lowest emissions profile available

amongst comparable reciprocating engines based on independent third-party review with a globally recognized ESG firm.

System saves 19,322 tons of emissions cradle-to-gate, as compared to battery storage systems, a net present value of $645,695.

For a 1MW solutions, emissions reductions as compared to diesel are as follows:

reduction in NOx;

reduction in PM;

reduction in CO;

reduction in VOC.

is a prime-rated application with no additional after-treatment system, such as a catalytic reduction (SCR), needed.

initiatives to reduce carbon emissions include tax benefits for those companies that proactively plan to reduce their footprint.

societal return on investment (“SROI”), a method for measuring values that are not traditionally reflected in financial statements,

including social, economic and environmental factors, considers the present value of project costs, project revenues, and socioeconomic

benefits and costs.

This financial benefit is used to measure a company’s value creation and positive impact for its community.

Reductions in emissions from cradle-to-gate increase companies’ SROI;

benefitting the greater good and health of our society.

R3Di ® System, as compared to diesel, has significantly higher SROI as calculated by a third party and detailed in the

following table:

Present Value of SROI is approximately a $7MM benefit compared to a diesel generator.

R3Di ® System

Tons of CO2e released during gen.

run time (based on 200 hours run time)

Present Value of CO2e released by gen.

Total Present Value of Societal Cost

Direct Use of Natural Gas Versus Electrification.

are also thinking about the future.

Anticipating any future changes in emissions standards and stricter emissions restrictions, today

the R3Di ® System is hydrogen ready up to 20% and can run on multiple fuel sources like liquid natural gas and renewable

The R3Di ® System is designed to be future proofed as alternate sources of power develop, such as fuel cells.

Response Optimization of Virtual Energy (Grove)

other part of Virtual Utility ® is e2Companies’ GROVE platform, the operational hub for all distributed assets, including

Grove provides a specialized team dedicated to developing personalized operational strategies for the R3Di ®

System, such as devising a customized playbook that outlines the optimal use of power from public utilities, employing historical

data, energy market pricing, and other pertinent factors aligned with specific goals.

Grove provides real-time grid information, asset

health monitoring, and remote dispatching capabilities.

includes a dedicated energy management team that can help a customer achieve energy goals by reducing energy consumption from utility

during peak times, using a custom procurement strategy and analyzing utility bills to avoid hidden fees.

Using historical data and advanced

analytics, the Grove team predicts peak demand times so you can avoid increased charges.

e2Companies also work with a vast network of

suppliers to secure the most competitive rates and terms based on the customer’s needs.

Our utility bill management services provide

additional oversight and insight, resolving billing issues and investigating opportunities for savings.

In addition, e2Companies’ centralized

services department handles all preventative maintenance and quickly responds to any emergency maintenance request.

Products and Services

have 15 years of experience developing products and services for regulatory compliance.

From simple catalyst systems to Best Available

Control Technology (“BACT”) for large stationary power systems including monitoring with remote start and diagnostics, we

have the solutions to help the customers’ business.

e2Companies’ products are made to order and all of e2Companies’

products are outsourced for production.

In 2019, e2Companies started to assemble its monitoring equipment in its new building at 8901

Quality Dr, Bonita Springs, FL 34135.

addition to R3Di ® System, e2Companies current product offerings are listed below:

Remote Monitoring;

Parametric Monitoring Systems;

NESHAP Systems;

Particulate Filter;

Catalytic Reduction;

Oxidation Catalyst.

and Monitoring Services

is a compliance products and services company innovating value through technology-driven risk management using compliance as a service

e2Companies offers a complete turnkey business model for energy, utility, industrial, and commercial customers.

e2Companies compliance products and services help its customer to:

automating compliance and eliminating manual processes, shortening and

eliminating third party consulting, reducing paperwork, including through the Mission Critical

protecting clients’ brands with world-class quality assurance, eliminating

liability for process deviations, increasing safety for employees and customers.

optimizing resource allocation, reducing functional overlap, increasing

asset efficiency, including through the energy management platform.

addition to providing a performance warranty that products will meet emissions standards over their useful life, e2Companies also include

service offerings that guarantee compliance with state and federal regulatory requirements such as notification, reporting, testing,

and monitoring.

e2Companies Step2Comply management tool speeds up a customer’s ability to understand the complex federal, state,

and local regulatory environment.

Step2Comply includes a proprietary database for the ever-changing landscape of emissions regulations.

Further, as an extension of environmental services, e2Companies completes all required reporting and actions required for many regulatory

items, including the CAA and CWA.

cloud monitoring solution, ICe2c, addresses the need for remote access to real-time information.

This information is the keystone for

proactive operations and maintenance.

ICe2c makes managing any set of assets a possibility, including optimizing operations, managing

risks, and leveraging artificial intelligence to detect data patterns and drive efficiency and preventive maintenance schedules.

also offer full indemnification for all its products and services, including regulatory monitoring and reporting.

These services are

combined with remote monitoring, cloud reporting and proprietary software that checks for regulatory changes every second on over a hundred

federal, state and local required posting sites.

e2Companies supports its products and service offering with insurance that covers each

customer from regulatory-based fines and penalties due to violations of environmental standards resulting from its performance.

current services offering include the below:

Environmental Protection Agency Program Services

‒ Compliance/Site

assessment – definition of need to meet EPA rules

‒ Application

Requirements – site-specific systems with engineering review

– obtain or amend operating permits as required per federal, state and local authorities.

Mitigation – complete site-specific system and components

Installation & Start-up – install and provide startup services of monitoring and

control systems ensuring compliance with a 3-year performance warranty and guarantee.

● Environmental

Health & Safety Program Services

Conformity/Compliance Assessment;

of Operation with existing and proposed regulations;

‒ Performance

Assurance/Quality Control, including best management practices and standard operating procedures;

Housekeeping Procedures;

Training, including with respect to permitting and reporting/recordkeeping;

Specific Training;

‒ Development

and Implementation of Environmental & Safety Management System, including (i) ISO 9000/14001/18001

standards, (ii) business approach to environmental and safety issues, (iii) performance auditing,

(iv) pollution prevention, (v) improved carbon footprint;

and (vi) implementation of green

and Hazardous Waste Management;

Personnel Staffing (full or part-time).

is the creator of the industry’s first Virtual Utility ® and a leading provider of integrated solutions for power

generation, distribution, and energy economics.

Mission Critical Ltd.

is a global organization focused on providing essential energy for critical environments in EMEA such as data centers,

hospitals, industrial facilities, and retail centers.

energy management team provides industry-leading utility and energy market experience to drive real-time asset optimization and unmatched customer

The Internet access and networking industries are intensely competitive and characterized by aggressive pricing practices, continually changing customer demand patterns, rapid technological advances, and emerging industry standards.

These characteristics result in frequent introductions of new products with added capabilities and features, and continuous improvements in the relative functionality and price of modems and other communications products.

Many of our competitors and potential competitors have more extensive financial, engineering, product development, manufacturing, and marketing resources than we do.

The principal competitive factors for the products include the following:

product performance, features, reliability and quality of service;

product availability and lead times;

size and stability of operations;

breadth of product line;

sales and distribution capability, including retailer and distributor relationships;

technical support and service;

product documentation and product warranties;

relationships with providers of broadband access services;

certifications evidencing compliance with various requirements.

Prior to the Motorola

License Agreement cancellation, we believed that we provided a competitive mix of the above factors for our products,

particularly when they are sold through retailers, computer product distributors, small to medium sized Internet service providers,

and system integrators.

We have been less successful in selling directly to large telecommunication providers and other large

providers of broadband access services.

Successfully penetrating the broadband modem market presents a number of challenges, including:

the current limited retail market for broadband modems, as most consumer broadband users get their modem from their service provider;

the relatively small number of cable, telecommunications and Internet service providers that make up the majority of the market for broadband modems in the U.S., our largest market;

the significant bargaining power and market dominance of these large service providers;

the time-consuming, expensive and uncertain certification processes of the various cable, mobile broadband service providers;

the strong relationships with service providers enjoyed by some incumbent equipment providers, including ARRIS for cable modems and Huawei for DSL and mobile broadband modems.

Market Considerations and Competitive Conditions

Considerations

push for electrification is rapidly driving implementation of smart technology to enhance customer experience in everything from electric

vehicles (“EVs”) and home energy management systems to industrial automation.

At the same time, consumers have less choice

over both where their power comes from and when.

Department of Energy recently published report on virtual power plans (“VPP”) 1 , the U.S.

grid will need to add enough new capacity to serve over 200 gigawatts (“GW”) of peak demand by 2030.

With this increased

load on the grid, businesses are even more susceptible to power interruptions.

Short-duration blackouts can cause large-scale damage

to products and manufacturing lines.

A single power blip can disrupt businesses that depend on automation like robotics, that then have

to wait for their machines to reboot.

addition to rising demand for electric grid capacity, energy prices continue to increase.

Bureau of Labor Statistics revealed

that the average utility bill in the United States increased by 16% from August 2021 to August 2022, and many energy experts expect electricity

prices to continue increasing.

a result of these trends, commercial and industrial customers, who have historically used diesel, batteries, and solar, are looking to

outside resources to overcome the limitations of these power sources.

Furthermore, many commercial and industrial customers value cost

savings, capital strategies, reliability, and sustainability.

Until now, no single product has served those needs.

Instead, companies

have incorporated various projects, which have often been technically challenging, cost prohibitive, or limited in some other way.

Department of Energy, VPPs will play an important role in the race to find energy solutions that meet the grid needs of tomorrow

without compromising on environmental impact.

VPPs are a distributed energy resource (“DER”), a smaller-scale power source

relative to the public utility and is usually located on-site or closer to the end user.

DERs can include anything as small as a solar

panel or battery, or as large as a VPP.

According to U.S.

Department of Energy, tripling the current scale of VPPs could address 10-20%

of the projected peak demand.

This could avoid approximately $10 billion in annual grid costs, and much of the money that is spent on

VPPs would flow back to participating consumers.

believes that the Virtual Utility ® product will benefit from the projected rising demand for VPPs and, further, offers

several competitive advantages.

Both Virtual Utility ® and VPPs are considered DERs and place an emphasis on lowering

costs and providing reliable and resilient power.

But there are some important differences, one of the main ones being that while VPPs

are owned and operated by a utility, Virtual Utility ® gives the customer complete energy choice.

In addition, Virtual

Utility ® provides other advantages addressing specific challenges and requirements associated with implementing a VPP.

A more detailed comparison of VPP and Virtual Utility ® features is detailed in the following chart:

Department of Energy.

The Pathway to:

Virtual Power Plans Commercial LiftOff.

Available at:

https://liftoff.energy.gov/vpp/

owns and operates portfolio of VPPs, sometimes with third-party software

can own and operate the DERs that comprise the VU, such as the R3Di ® system

Manufacturer/retailer

of DER enrolls and manages.

can own the DER and VU can manage for customer, if desired.

disparate assets to be controlled by the utility company

has complete autonomy with public utility’s optionality

of technical assets that can be turned on and off.

Someone else controls electricity generation.

have full control over your electricity generation mix + optional monitoring and optimization service.

group of decentralized assets with disparate data sources that are pooled together to mimic a centralized power plant.

is aggregated in one central platform (Grove365), designed to give end-users complete SCADA control.

be vulnerable to cyber-attacks due to cloud computing and the accessibility of the physical location of the hardware.

Triple-redundant

security protocols, with verification of end-user controls, independent of cloud computing.

definition - can refer to many different types of networks and physical assets.

specific - refers to one, unified transmission and distribution network.

many DERs to reduce demand during peaks

all power, generation, delivery, billing, and supply management in a compact footprint to give the consumer complete energy autonomy

addition to rising energy prices and capacity demands, e2Companies are also benefiting from positive trends in the specific industries

they are serving.

- Additional Value with Electric Vehicle Adoption

electrification of vehicles becomes standard, there will be a need for 1.2 million public chargers.

2 By 2030, it is estimated

that EV charging demand will surge from 11 billion kWh to 230 billion kWh.

3 With thousands of gigawatts of demand from those

chargers, there will be a need for additional power capacity to support the grid.

Our R3Di ® System allows for on-site

DC Fast Charging (“DCFC”) for EV cars, trucks, fleets, etc.

which is something that diesel generation cannot do.

provides a quick recharge for EVs but has substantial power requirements as shown in the below table.

The R3Di ® System

provides excess generation to power EV chargers directly or support the facility and the EV chargers during power outages or when experiencing

power quality issues.

EV Charging Levels

2 Kampshoff, Kumar, Peloquin, Sahdec.

Building the electric-vehicle charging infrastructure America

McKinsey & Company, April 18, 2022.

(“McKinsey & Company Report”).

3 McKinsey & Company Report.

R3Di ® system integrates with current EV and fleet chargers.

There’s no impact to the provider facility as the system

only uses excess capacity for charging.

buildings are responsible for as much as 40% of US energy consumption, and a significant percentage of it is wasted by unused or underutilized

Owners and operators face increasing pressure to reduce their carbon footprint.

Our R3Di ® System offers an

attractive solution, saving an average of 19,322 tons of emissions over its lifetime compared to traditional battery storage systems.

to Frost & Sullivan research, global data center energy consumption is projected to grow 27% by 2030 to 353 terawatt hours (“TWh”)

and is soon expected to hit 8% of global energy consumption.

As the volume of data increases exponentially and AI-powered applications

require vastly more computing power, supplying reliable power to keep data centers running and keep servers cool has become a compounding

This added demand, combined with unpredictable weather patterns, means that resolving critical power issues while adhering

to environmental regulations is increasingly difficult.

e2Companies believe that Virtual Utility ® can help increase resiliency

through reliable, uninterruptible power, while also enabling the data centers to operate independently of the grid and facilitating compliance

with applicable laws and regulations.

Manufacturing

Manufacturers

face increasing pressure to reduce their carbon footprint.

Energy Information Administration predicts the industrial sector

will see a 26% increase in emissions by 2050.

In addition to monitoring and facilitating reduction in emissions and providing data verified

by a third party, e2Companies offer manufacturing customers personalized assistance with developing ESG strategies that meet environmental

compliance regulations and expectations from stakeholders.

the health care sector is responsible for as much as 4.6 percent of total greenhouse gas emissions, which include carbon dioxide, methane,

and ozone, among others.

4 In the United States, where the share is 8.5%, the health care system is becoming more, not less,

emissions increased 6% from 2010 to 2018.

5 Most hospitals and healthcare facilities rely on a combination of traditional

backup diesel generators and battery storage systems, which only provide power to the most critical equipment and aren’t designed

for long-duration outages.

Virtual Utility ® offers a competitive solution by providing on-site power generation and energy

storage systems combined with continuous monitoring of energy market pricing, weather and grid conditions.

e2Companies integrated solution

can also help reduce the emissions of existing diesel generators by at least 70% to meet EPA standards.

e2Companies encounter stiff

competition in all aspects of their business and compete head on with many other companies who provide compliance products and services

to the energy industry.

e2Companies competition primarily

consists of manufacturers and distributors of power generation and heavy electrical equipment including switchgear companies, electrical

contractors, electrical engineering firms and companies involved in providing utilities with demand response and load curtailment products

and services.

Electric utilities could also offer their own DER solutions, which would decrease e2Companies’ base of potential customers.

Additionally, several well-established companies have developed microturbines used in DER, and a number of companies are also developing

alternative generation technology such as wind, fuel cells and solar energy systems.

Several large companies are also becoming leaders

in uninterruptible power supply system technology, and companies developing and marketing their proprietary smart grid technologies are

also potential competitors.

Many of these technologies are eligible for and supported by governmental financial incentives.

Additionally,

technologies that make commercial, institutional and industrial operations more efficient result in lower electricity use, reducing the

benefits of using the Virtual Utility ® product.

Commonwealth Fund.

Health Care System Contributes to Climate Change.

Available at:

https://www.commonwealthfund.org/publications/explainer/2022/apr/how-us-health-care-system-contributes-

climate-change (“The Commonwealth Fund”).

Commonwealth Fund.

also compete with numerous providers of transmission and distribution construction and maintenance firms.

Many of these firms have broader

customer bases, strong track records of performance and larger resources of personnel and equipment.

Competitors in this area are diverse,

consisting of both large and small firms on regional and national levels.

markets for e2Companies’ products, services and technology are competitive and are characterized by rapidly changing technology, new and

emerging products and services, frequent performance improvements and evolving industry and regulatory standards.

e2Companies expect

the intensity of competition to increase in the future because the growth potential of the energy market has attracted and is anticipated

to continue to attract many new competitors, including new businesses as well as established businesses from different industries.

a result of increased competition, e2Companies may have to reduce the price of products and services, and may experience reduced gross

margins, loss of market share or inability to penetrate or develop new markets, or increases in operating expenses or capital investment

required to develop and maintain competitive product offerings, any one of which could adversely affect operating results.

competitors may have far greater capital, human resources, technology, and name recognition.

e2Companies primary competitors include

engine OEMs and uninterruptible power source OEMS as well as PowerSecure, Inc.

and Enchanted Rock Ltd.

e2Companies believe that its primary

competitive advantages include the following:

e2Companies supply and/or own all necessary assets secured with DER and Utility contracts

managed by third party aggregators and/or utility bill management companies.

● Installation :

turnkey capacity components are installed to meet building and zoning requirements to place

generation assets into Utility programs and meet customer load requirements.

service, maintenance, fuel and potential start/stop requirements to insure

performance under the agreements for DER/Utility programs and return.

● Monitoring :

24/7/365 electronic monitoring of all essential capacity parameters, including engine, battery,

oil, water and switchgear.

● Compliance :

review of regulatory requirements to proceed with DER contracts and ongoing compliance plans

for continued compliance through the term of the applicable contract.

● Indemnification :

full indemnification of fines and penalties, including all necessary reporting during the

term of the applicable contract.

● Resiliency :

asset is available for grid outages or poor-quality grid issues for e2Companies customers and we

insure losses (limited) if it does not perform as intended.

order to be successful in the future, e2Companies must continue to respond promptly and effectively to the challenges of technological

change and to e2Companies competitors’ innovations.

While e2Companies believes that it competes favorably with respect to the above

factors, no assurance can be provided that e2Companies products and services will continue to compete favorably in the future against

current and future competitors or that e2Companies will be successful in responding to changes in other markets including new products

and services and enhancements to existing products and services introduced by our existing competitors or new competitors entering the

Property Rights

rely primarily on a combination of copyrights, trademarks, trade secrets and patents to protect our proprietary rights.

We have trademarks

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

We have trademarks and copyrights

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

We also have three active patents that expire in 2031.

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

or that any patent obtained will provide protection or be of commercial benefit to us, or that the validity of a patent will not be challenged.

There cannot be any assurance that the validity of a patent will not be challenged.

Moreover, our means of protecting our proprietary rights may not be adequate and our competitors may independently develop comparable

or superior technologies.

license certain technologies used in our products, typically rights to bundled software, on a non-exclusive basis.

In addition, we purchase

chipsets that incorporate sophisticated technology.

We have received, and may receive in the future, infringement claims from third parties

relating to our products and technologies.

We investigate the validity of these claims and, if we believe the claims have merit, we respond

through licensing or other appropriate actions.

Certain of these past claims have related to technology included in modem chipsets.

forward these claims to the appropriate vendor.

If we or our component manufacturers were unable to license necessary technology on a

cost-effective basis, we could be prohibited from marketing products containing that technology, incur substantial costs in redesigning

products incorporating that technology, or incur substantial costs defending any legal action taken against it.

Where possible we attempt

to receive patent indemnification from chipset suppliers and other appropriate suppliers, but the extent of this coverage varies, and

enforcement of this indemnification may be difficult and costly.

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

Therefore, investing, developing, and maintaining human capital

is critical to our success.

Our effectiveness in attracting, developing, engaging and retaining talented team members demonstrates our

commitment to providing a welcoming and safe workplace, with equitable compensation, benefits and opportunities for our team members

to continually grow and develop their careers within Minim.

of December 31, 2022, Minim had 93 employees.

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

Eleven employees performed executive,

accounting, administrative, and management information systems functions.

Our dedicated personnel in Tijuana, Mexico are employees of

our Mexican service provider and 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.

We believe that by nurturing a strong culture based on our core values we are able to attract, hire, and

retain a highly engaged team.

Our cultural pillars – respect, transparency, community, accountability, collaboration – reflect

the way we lead and work with one another internally as well as externally with our customers, partners, suppliers and other stakeholders.

We seek to embed our core values to act responsibly and with integrity, to instill a sense of individual role and purpose at Minim, and

to communicate openly and honestly.

Our culture of respect and collaboration is intended to create an inclusive working environment and

inclusive engagement with our stakeholders;

our culture to create encourages innovation from a diversity of experiences, backgrounds

and characteristics;

and our culture to communicate encourages open and honest discussion.

Everything we do, we do with a deep regard

for each other, our customers, and our shareholders.

We show our respect for each customer’s decision to welcome Minim into their

home by taking extra care to ensure our products make their connected homes safer and easier to use for life and work.

Board of Directors, through our Compensation Committee, provides oversight on employee matters.

The Compensation Committee receives updates

on activities, strategies and initiatives related to our employees.

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

We embrace differences, diversity and varying

perspectives amongst our employee base, and are proud to be an equal opportunity employer.

We do not discriminate based on race, religious

creed, color, national origin, ancestry, physical disability, mental disability, medical condition, genetic information, marital status,

sex, gender, gender identity, gender expression, age, military or veteran status, sexual orientation or any other protected characteristic

established by federal, state or local laws.

A diverse workforce, as well as an inclusive culture and work environment, are fundamentally

important and strategic to us, beginning with our Board of Directors and extending to all levels of the organization.

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.

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

Property rights of e2Companies

success depends in part on its ability to obtain intellectual property protection for its proprietary technology, information, algorithms,

processes and know-how to prevent others from infringing, misappropriating, or otherwise violating our intellectual property rights,

to defend and enforce our intellectual property rights, and to operate without infringing, misappropriating, or otherwise violating valid

and enforceable intellectual property rights of others.

e2Companies currently uses and owns a number of patents, trademarks, copyrights

and similar intellectual property in connection with its businesses and owns registrations and applications to register them both domestically

[and internationally].

e2Companies relies on a strategy that combines the use of copyright, patents, trademarks, trade secret laws, know-how,

and license agreements, as well as other intellectual property laws, employment, confidentiality and contractual protections, to establish

and protect its intellectual property rights.

February 2022, e2Companies’ flagship technology, the R3Di system, was patent approved.

Patent and Trademark Office accepted

e2Companies’ claims and approved all 19 claims in e2Companies’ patent request.

This makes e2Companies the sole supplier of

a high-capacity discharge open transition system, which is now protected by a full patent for 20 years.

This system is a full replacement

for the more expensive uninterruptible power supply systems with shorter life spans and increased toxic landfill waste.

It also gives

a customer fully conditioned power to their entire property and enables renewable equipment or electric vehicle charging stations to

be easily added.

trademark portfolio is designed to protect intellectual property, technology applications, and any future products.

As of April 10,

2024, e2Companies owns three trademarks across three countries, with two additional trademarks pending.

Trade Secrets

e2Companies’ also relies

on trade secrets relating to its proprietary information, including its algorithms, and it maintains the confidentiality of such proprietary

information to protect aspects of its business that are not amenable to, or that it does not consider appropriate for, patent protection.

e2Companies seeks to protect its trade secrets and know-how by relying on trade secret laws, client license agreements, employee and third-party

nondisclosure agreements and other methods with parties who have access to such information.

Such agreements generally provide that all

confidential information concerning e2Companies’ business or financial affairs developed or made known to the individual during the course

of the individual’s relationship with e2Companies are to be kept confidential and not disclosed to third parties except in specific

circumstances.

Human Capital

As of December 31, 2023, Minim had 1 employee, who served in an administrative function, and five consultants, who support administrative, operations, and management information management systems.

Our Board of Directors, through our Compensation Committee, provides oversight on employee matters.

The Compensation Committee receives updates on activities, strategies and initiatives related to our employees.

As of the date hereof, e2Companies

has 43 full-time employees.

None of its employees are covered by a collective bargaining agreement and they have not experienced any work

stoppage and consider relations with employees to be good.

Corporate Information

We 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.

Cadence 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.M inim .com .

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”).

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

on the SEC’s website at www.sec.gov .

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.

e2Companies’ principal

executive offices are located at 8901 Quality Rd, Bonita Springs, Florida 34135, its telephone number is (833) 682-7273, and its website

is located at www.e2companies.com.

Information on or accessed through e2Companies’ website is not incorporated into this Annual

– RISK FACTORS

Related to Our Business

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 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,

including how quickly and to what extent normal economic and operating conditions can resume.

We are similarly unable to predict the

degree to which the pandemic impacts our customers, suppliers, vendors, and other partners, and their financial conditions, but a material

effect on these parties could also adversely affect us.

The impact of COVID-19 can also exacerbate other risks discussed below, which

could in turn have a material adverse effect on us.

Developments related to COVID-19 have been rapidly changing, and additional impacts

and risks may arise that we are not aware of or able to appropriately respond to currently.

Should the COVID-19 situation or global economic

slowdown not improve or worsen, or if our attempts to mitigate its impact on our operations and costs are not successful, our business,

results of operations, financial condition and prospects may be adversely affected.

disruptions in our transportation network occur or our shipping costs substantially increase, we may be unable to sell or timely deliver

our products, and our gross margins could decrease.

are highly dependent upon the transportation systems we use to ship our products, including vessel, air, and ground freight.

to closely match our inventory levels to our product demand intensify the need for our transportation systems to function effectively

and without delay.

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

to properly manage our supply requirements with our third-party manufacturers, we may lose sales and experience increased component costs.

shortage or delay in the supply of key product components, or any sudden, unforeseen price increase for such components, would harm our

ability to meet product deliveries as scheduled or as budgeted.

Many of the semiconductors used in our products are obtained from sole

source suppliers on a purchase order basis.

Semiconductor suppliers have experienced and continue to experience component shortages themselves,

which in turn adversely impact our ability to procure semiconductors from them in sufficient quantities and in a timely manner.

Our third-party

manufacturers generally purchase these components on our behalf on a purchase order basis, and we do not have any guaranteed supply arrangements

with our suppliers.

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.

In addition, if worldwide demand for the components increases significantly,

the availability of these components could be limited and prices for such components may increase.

Also, many standardized components

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

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

production and supply availability.

It could be difficult, costly, and time consuming to obtain alternative sources for these components,

or to change product designs to make use of alternative components.

In addition, difficulties in transitioning from an existing supplier

to a new supplier could create delays in component availability that would have a significant impact on our ability to fulfill our orders

for our products.

we are unable to obtain sufficient supply of components, or if we experience an interruption in the supply of components, our product

shipments could be reduced or delayed or our cost of obtaining these components may increase.

Component shortages and delays affect our

ability to meet scheduled product deliveries, damage our brand and reputation in the market, and cause us to lose sales and market share.

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

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.

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

are large enough to make our Motorola business profitable after we pay the minimum annual royalty payments required by the license agreements.

Our failure to successfully increase Motorola sales could have a material effect on our liquidity and financial results.

substantial amount of our net sales are generated by sales of products sold under our agreements to exclusively license the Motorola

brand trademark for use with such products, which expires December 31, 2025.

In connection with this opportunity, Minim has an aggressive

plan to continue to introduce new Motorola brand products.

Our product development plan has and will continue to increase our costs and

may result in cost overruns and delays.

If our sales of Motorola brand products do not meet our forecasts, this may result in excess

inventory and a shortage of cash.

In addition, each of the license agreements includes significant minimum quarterly royalty payments

due by Minim.

If we are unable to sell a sufficient number of Motorola brand products to offset these minimum royalty payments, our net

income and cash position will be reduced, and we may continue to experience losses.

There are provisions in both license agreements that

could cause expiration at an earlier date.

If our license agreements with Motorola were to be terminated for any reason, our net sales

would be materially adversely affected.

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 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

to the existence of a material weakness in our internal control over financial reporting.

If we are unable to establish and maintain

effective disclosure controls and internal control over financial reporting, our ability to produce accurate financial statements on

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

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

if we fail to grow or fail to manage our growth effectively .

intend to pursue an organic growth strategy for our business;

however, we regularly evaluate potential acquisitions and expansion opportunities.

If appropriate opportunities present themselves, we expect to engage in selected acquisitions and other business growth initiatives or

undertakings.

There can be no assurance that we will successfully identify appropriate opportunities, that we will be able to negotiate

or finance such activities or that such activities, if undertaken, will be successful.

There are risks associated with our growth strategy.

To the extent that we grow through acquisitions, we cannot ensure that we will be able to adequately or profitably manage this growth.

Our existing operations, personnel, systems and internal control may not be adequate to support our growth and expansion and may require

us to make additional unanticipated investments in our infrastructure.

Acquiring other companies or other assets, as well as other expansion

activities, involves various risks including the risks of incorrectly assessing the value of acquired assets, encountering greater than

expected costs of integrating, the risk of loss of customers and/or employees of the acquired business, executing cost savings measures,

not achieving revenue enhancements and otherwise not realizing the transaction’s anticipated benefits.

Our ability to address these

matters successfully cannot be assured.

In addition, our strategic efforts may divert resources or management’s attention from

ongoing business operations, may require investment in integration and in development and enhancement of additional operational and reporting

processes and controls.

growth initiatives may also require us to recruit and retain experienced personnel to assist in such initiatives.

Accordingly, the failure

to identify and retain such personnel would place significant limitations on our ability to successfully execute our growth strategy.

we do not successfully execute our acquisition growth plan, it could adversely affect our business, financial condition, results of operations,

reputation and growth prospects.

In addition, if we were to conclude that the value of an acquired business had decreased and that the

related goodwill had been impaired, that conclusion would result in an impairment of goodwill charge, which would adversely affect our

results of operations.

While we believe we will have the executive management resources and internal systems in place to successfully

manage our future growth, there can be no assurance growth opportunities will be available or that we will successfully manage our growth.

may be unsuccessful in integrating the operations of the business we have acquired or expect to acquire in the future .

time to time, we may acquire businesses, assets, or securities of companies that we believe will provide a strategic fit with our business.

We integrate acquired businesses with our existing operations;

our overall internal control over financial reporting processes;

financial, operations, and information systems.

If the financial performance of our business, as supplemented by the assets and businesses

acquired, does not meet our expectations, it may make it more difficult for us to service our debt obligations and our results of operations

may fail to meet market expectations.

We may not effectively assimilate the business or product offerings of acquired companies into

our business or within the anticipated costs or timeframes, retain key customers and suppliers or key employees of acquired businesses,

or successfully implement our business plan for the combined business.

In addition, our final determinations and appraisals of the estimated

fair value of assets acquired and liabilities assumed in our acquisitions may vary materially from earlier estimates and we may fail

to realize fully anticipated cost savings, growth opportunities or other potential synergies.

We cannot assure that the fair value of

acquired businesses or investments will remain constant.

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

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.

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 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.

Because of our significant customer

concentration, our net sales and operating income could fluctuate significantly due to changes in political or economic conditions or

the loss of, reduction of business with, or less favorable terms for any of our significant customers.

The loss of one or more of our

largest customers, the failure of such customers to pay amounts due to us, or a material reduction in the amount of purchases made by

such customers could have a material adverse effect on our business, financial position, results of operations and cash flows.

market for Internet access products and services has many competing technologies, and the demand for certain of our products and services

is declining.

we are unable to grow demand for our broadband and dial-up modems or other products, we may be unable to sustain or grow our business.

The market for high-speed communications products and services has a number of competing technologies.

For instance, Internet access

can be achieved by using a standard telephone line with an appropriate modem and dial-up or DSL service;

using a cable TV line with a

cable modem and cable modem service;

or using a mobile broadband modem and mobile broadband service.

We currently sell products that

include all these technologies.

The introduction of new products by competitors, market acceptance of competing products based on new

or alternative technologies, or the emergence of new industry standards have in the past rendered and could continue to render our products

less competitive or even obsolete.

reliance on sole suppliers or limited sources of supply could materially harm our business.

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

In 2022, the Company had two suppliers that

provided 93% of the Company’s purchased inventory.

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

purchased inventory.

Also, as examples, the vast majority of our broadband modems use Broadcom chipsets and the vast majority of our

dial-up modems use Conexant chipsets.

The loss of the products or services of any of our significant suppliers or a material change in

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 2022

and 2021 resulting from component delays or unavailability of chips.

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

such issues in the future.

We have experienced delays in receiving shipments of essential integrated circuits during other past periods,

and we may experience such delays in the future.

Moreover, we cannot assure you that a chipset supplier will, in the future, sell chipsets

to us in quantities sufficient to meet our needs or that we will purchase the specified dollar amount of products necessary to receive

concessions and incentives from a chipset supplier.

An interruption in a chipset supplier’s ability to deliver chipsets, a failure

of our suppliers to produce chipset enhancements or new chipsets on a timely basis and at competitive prices, a material increase in

the price of the chipsets, our failure to purchase a specified dollar amount of products or any other adverse change in our relationship

with modem component suppliers could have a material adverse effect on our results of operations.

In the past we have experienced long

lead-times and significant delays in receiving shipments of modem chipsets from our sole source suppliers.

We may experience similar

delays in the future.

In addition, some products may have other components that are available from only one source.

If we are unable

to obtain a sufficient supply of components from our current sources, we would experience difficulties in obtaining alternative sources

or in altering product designs to use alternative components.

Resulting delays or reductions in product shipments could damage relationships

with our customers, and our customers could decide to purchase products from our competitors.

Inability to meet our customers’

demand or a decision by one or more of our customers to purchase products from our competitors could harm our operating results.

believe that our future success will depend in large part on our ability to more successfully penetrate the broadband modem markets,

which have been challenging markets, with significant barriers to entry.

believe that our future success depends in large part on our ability to penetrate the broadband modem markets including cable and mobile

These markets have significant barriers to entry.

Although some cable, and mobile broadband modems are sold at retail, the

high-volume purchasers of these modems are concentrated in a relatively few large cable, telephone and mobile broadband service providers

which offer broadband modem services to their customers.

These customers, particularly cable and mobile broadband services providers,

also have extensive and varied certification processes for modems to be approved for use on their network.

Obtaining these certifications

is expensive and time consuming, and the certification processes continue to evolve.

Successfully penetrating the broadband modem market

therefore presents a number of challenges including:

the current limited retail market for broadband modems;

the relatively small number

of cable, telecommunications and Internet service provider customers that make up the bulk of the market for broadband modems in certain

countries, including the U.S.;

the significant bargaining power of these large volume purchasers;

the time consuming, expensive, uncertain

and varied certification process of the various cable service providers;

the savings, if any, offered to customers who use their own

modem instead of one supplied by the service provider;

and the strong relationships with cable service providers enjoyed by incumbent

cable equipment providers like Arris.

we fail to meet changing customer requirements and emerging industry standards, there would be an adverse impact on our ability to sell

our products and services.

market for Internet access products and services is characterized by aggressive pricing practices, continually changing customer demand

patterns, rapid technological advances, emerging industry standards and short product life cycles.

Some of our product and service developments

and enhancements have taken longer than planned and have delayed the availability of our products and services, which adversely affected

our sales and profitability in the past.

Any significant delays in the future may adversely impact our ability to sell our products and

services, and our results of operations and financial condition may be adversely affected.

Our future success will depend in large part

upon our ability to:

identify and respond to emerging technological trends and industry standards in the market;

develop and maintain

competitive products that meet changing customer demands;

enhance our products by adding innovative features that differentiate our products

from those of our competitors;

bring products to market on a timely basis;

introduce products that have competitive prices;

product transitions, inventory levels and manufacturing processes efficiently;

respond effectively to new technological changes or new

product announcements by others;

meet changing industry standards;

distribute our products quickly in response to customer demand;

compete successfully in the markets for our new products.

These factors could also have an adverse effective on our operating results.

product cycles tend to be short and we may incur significant non-recoverable expenses or devote significant resources to sales that do

not occur when anticipated.

Therefore, the resources we devote to product development, sales and marketing may not generate material

net sales for us.

In addition, short product cycles have resulted in and may in the future result in excess and obsolete inventory, which

has had and may in the future have an adverse effect on our results of operations.

In an effort to develop innovative products and technology,

we have incurred and may in the future incur substantial development, sales, marketing, and inventory costs.

If we are unable to recover

these costs, our financial condition and results could be adversely affected.

In addition, if we sell our products at reduced prices

in anticipation of cost reductions and we still have higher cost products in inventory, our business would be harmed, and our results

of operations and financial condition would be adversely affected.

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

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.

However, almost all of our

manufacturing operations are now located outside of the U.S..

The inherent risks of international operations could harm our business,

results of operation, and liquidity.

For instance, our operations in Mexico are subject to the challenges and risks associated with international

operations, including those related to integration of operations across different cultures and languages, and economic, legal, political

and regulatory risks.

In addition, fluctuations in the currency exchange rates have had, and may continue to have, an adverse effect

on our financial results.

The types of risks faced in connection with international operations include, among others:

regulatory and

communications requirements and policy changes;

currency exchange rate fluctuation, including changes in value of the Vietnamese dong,

Chinese renminbi, and Mexican peso relative to the U.S.

cultural differences;

reduced control over staff and other difficulties

in staffing and managing foreign operations;

reduced protection for intellectual property rights in some countries;

political and economic

changes and disruptions;

governmental currency controls;

shipping costs;

strikes and work slowdowns at ports or other locations in the

and import, export, and tariff regulations.

Almost all of our products are built in Vietnam, mainland China or Taiwan, so

these products are subject to numerous risks including currency risk and economic, legal, political and regulatory risks.

Additionally,

government has instituted or proposed other changes in trade policies that include the negotiation or termination of trade agreements

economic sanctions on individuals, corporations or countries, and other government regulations affecting trade between the U.S.

countries where we conduct our business.

It may be time-consuming and expensive for us to alter our business operations in order to adapt

to or comply with any such changes.

were to withdraw from or materially modify international trade agreements to which it

is a party, or if tariffs were imposed or raised on the products sourced from outside the U.S.

that we buy, our costs for such products

could increase significantly, which in turn could have a material adverse effect on our business, financial condition and results of

we fail to effectively manage our inventory levels, there could be a material and adverse effect on our liquidity and our business.

to rapid technological change and changing markets, we are required to manage our inventory levels carefully to both meet customer expectations

regarding delivery times and to limit our excess inventory exposure.

In the event we fail to effectively manage our inventory, our liquidity

may be adversely affected and we may face increased risk of inventory obsolescence, a decline in market value of the inventory, or losses

from theft, fire, or other casualty.

may be unable to produce sufficient quantities of our products because we depend on third-party manufacturers.

If these third-party manufacturers

fail to produce quality products in a timely manner, our ability to fulfill our customer orders would be adversely impacted.

use contract manufacturers and original design manufacturers for electronics manufacturing of most of our products.

We use these third-party

manufacturers to help ensure low costs, rapid market entry and reliability.

Any manufacturing disruption could impair our ability to

fulfill orders, and a failure to fulfill orders would adversely affect our sales.

Although we currently use four electronics manufacturers

for the bulk of our purchases, in some cases a given product is only provided by one of these companies.

The loss of the services of

any of our significant third-party manufacturers or a material adverse change in the business of or our relationships with any of these

manufacturers could harm our business.

Since third parties manufacture our products and we expect this to continue in the future, our

success will depend, in part, on the ability of third parties to manufacture our products cost effectively and in sufficient quantities

to meet our customer demand.

are subject to the following risks because of our reliance on third-party manufacturers:

reduced management and control of component

reduced control over delivery schedules, quality assurance, manufacturing yields, and labor practices;

lack of adequate capacity

during periods of excess demand;

limited warranties on products supplied to us;

potential increases in prices;

interruption of supplies

from assemblers as a result of a fire, natural calamity, global health pandemic, strike or other significant event;

and misappropriation

of our intellectual property.

cable modem sales may be significantly reduced due to long lead-times.

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.

compete in a highly competitive market that is rapidly evolving.

A number of companies have developed, or are expected to develop, products

that compete or will compete with our products.

Furthermore, many of our current and potential competitors have significantly greater

resources than we do.

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.

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.

loss of any of our key product development personnel, the inability to attract or retain qualified personnel in the future, or delays

in hiring skilled personnel could harm our business.

Competition for skilled personnel is significant.

We may be unable to attract and

retain all the personnel necessary for the development of our business.

In addition, the loss of any member of the senior management

team, a key engineer or salesperson, or other key contributors, could harm our relations with our customers, our ability to respond to

technological change, and our business.

Related to International Operations

in the foreign currency exchange rates in relation to the U.S.

dollar could have a material adverse effect on our operating results.

in currency exchange rates that increase the relative value of the U.S.

dollar may make it more difficult for us to compete with foreign

manufacturers on price, may reduce our foreign currency denominated sales when expressed in dollars, or may otherwise have a material

adverse effect on our sales and operating results.

A significant increase in our foreign currency denominated sales would increase our

risk associated with foreign currency fluctuations.

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 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.

rely on our Mexican operations to finish and ship most of the products we sell.

We have experienced and may continue to experience constraints

on our capacity as we address challenges related to operating our new facility, such as hiring and training workers, creating the facility’s

infrastructure, developing new supplier relationships, complying with customs and border regulations, and resolving shipping and logistical

Our net sales may be reduced, and our customer relationships may be impaired if we continue to experience constraints on our

We are working to minimize capacity constraints in a cost-effective manner, but there can be no assurance that we will be able

to adequately minimize capacity constraints.

reliance on a business processing outsourcing partner to conduct our operations in Mexico could materially harm our business and prospects.

connection with our North American manufacturing operations in Mexico, we rely on a business processing outsourcing partner to hire,

subject to our oversight, the team for our Mexican operations, provide the selected facility described above, and coordinate many of

the ongoing logistics relating to our operations in Mexico.

Our outsourcing partner’s related functions include acquiring the necessary

Mexican permits, providing the appropriate Mexican operating entity, assisting in customs clearances, and providing other general assistance

and administrative services in connection with the ongoing operation of the Mexican facility.

Our outsourcing partner’s performance

of these obligations efficiently and effectively is critical to the success of our operations in Mexico.

Failure of our outsourcing partner

to perform its obligations efficiently and effectively could result in delays, unanticipated costs or interruptions in production, delays

in deliveries to our customers or other harm to our business, results of operation, and liquidity.

Moreover, if our outsourcing arrangement

is not successful, we cannot assure our ability to find an alternative production facility or outsourcing partner to assist in our operations

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 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

continued to be produced in China.

The China related tariff is 25%.

These tariffs have a significant impact on our cost of inventory

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.

Related to Our Products, Technology and Intellectual Property

may be subject to product returns resulting from defects or from overstocking of our products.

Product returns could result in the failure

to attain market acceptance of our products, which would harm our business.

our products contain undetected defects, errors, or failures, we could face delays in the development of our products, numerous product

returns, and other losses to us or to our customers or end users.

Any of these occurrences could also result in the loss of or delay

in market acceptance of our products, either of which would reduce our sales and harm our business.

We are also exposed to the risk of

product returns from our customers as a result of contractual stock rotation privileges and our practice of assisting some of our customers

in balancing their inventories.

Risks Related to the Merger with e2Companies

The announcement and

pendency of an Agreement and Plan of Merger with e2Companies LLC may result in disruptions to our business, and the Merger could divert

management’s attention, and result in negative publicity or legal proceedings, any of which could negatively impact our operating results

and ongoing business.

March 12, 2024, we entered into an Agreement and Plan of Merger (“Merger Agreement”) with e2Companies LLC (“e2Companies”).

Subject to the terms and conditions of the Merger Agreement, at the effective time of the Merger (the “Effective Time”), holders

of the outstanding common units of e2Companies (“e2 Shares”) will receive such number of shares of common stock, par value

$0.01 per share, of the Company (“Company Shares”) representing approximately 97% of the issued and outstanding Company Shares

(on a fully-diluted basis).

Pursuant to the Merger Agreement, MME Sub 1 LLC (“Merger Sub”), a subsidiary of Minim, Inc., will

merge with and into e2Companies, with e2Companies remaining as the surviving entity (the “Merger”).

The pursuit of the proposed

Merger has placed an increased burden on management and internal resources, which may have a negative impact on our ongoing business.

It also diverts management’s time and attention from the day-to-day operation of our business.

This could adversely affect our financial

Any of the foregoing, individually

or in combination, could materially and adversely affect our business, our financial condition and our results of operations and prospects.

The Merger may not

be completed within the expected timeframe, or at all, for a variety of reasons, including the possibility that the Merger Agreement

is terminated, and the failure to complete the Merger could adversely affect our business, results of operations, financial condition,

and the market price of our common stock.

There can be no assurance

that the Merger will be completed in the expected timeframe, or at all.

The Merger Agreement contains a number of customary closing conditions

that must be satisfied or waived prior to the completion of the Merger, including, among others, (i) the Company Shares to be issued in

the Merger (“Merger Consideration”) being approved for listing on the Nasdaq Capital Market (“Nasdaq”), (ii) the

effectiveness of a registration statement on Form S-4 registering the Merger Consideration;

(iii) any waiting period applicable to the

consummation of the Merger under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, will have expired or been terminated;

and (iv) the consent or approval of the Company’s stockholders, as applicable, of (a) the Merger, (b) the issuance of the Merger

Consideration, and (c) an amendment to the Company’s Amended and Restated Certificate of Incorporation, as amended, to among other

things, change the Company’s name to e2Companies, Inc.

following the Merger (the “Stockholder Approvals”).

The Merger Agreement may be

terminated under certain customary and limited circumstances prior to the closing including by the mutual consent of the Company and e2Companies

if the closing has not occurred by June 15, 2024, subject to the right of either party to gain a 30 day extension, and including, but

not limited to, if the Stockholder Approvals have not been obtained, if the Company Shares are delisted from Nasdaq and deregistered under

the Securities Exchange Act of 1934, as amended (the “Exchange Act”), upon uncured breaches of representations, warranties

and covenants or if a court of competent jurisdiction permanently restrains the Merger from occurring.

If the Merger is not completed within the expected

timeframe or at all, we may be subject to a number of material risks, including:

- the market price of our common stock may decline

to the extent that current market prices reflect a market assumption that the Merger will be completed;

- some costs related to the Merger must be paid

whether or not the Merger is completed, and we have incurred, and will continue to incur, significant costs, expenses and fees for professional

services and other transaction costs in connection with the proposed transaction with e2Companies, as well as the diversion of management

and resources towards the Merger, for which we will have received little or no benefit if completion of the Merger does not occur;

- we may experience negative publicity and/or reactions

from our investors and various business relationships.

Stockholder litigation could

prevent or delay the closing of the pending Merger or otherwise negatively impact our business, operating results and financial condition.

We may incur additional costs

in connection with the defense or settlement of stockholder litigation in connection with the pending Merger.

Such litigation may adversely

affect our ability to complete the pending Merger.

We could incur significant costs in connection with such litigation, including costs

associated with the indemnification obligations to our directors and officers.

Such litigation may be distracting to management and may

require us to incur additional, significant costs.

Such litigation could result in the Merger being delayed and/or enjoined by a court

of competent jurisdiction, which could prevent the Merger from becoming effective.

The issuance of shares of Minim common stock

to e2Companies unitholders in the merger will substantially dilute the voting power of current Minim stockholders.

Having a minority share

position will reduce the influence that current stockholders have on the management of Minim.

Pursuant to the terms of the

Merger Agreement, at the effective time of the merger, Minim will issue (or reserve for future issuance) shares of its common stock to

e2Companies unitholders as merger consideration.

As a result, upon completion of the merger, the current Minim stockholders will hold

approximately an amount of shares currently expected to be approximately 3% of the fully diluted equity of the combined company.

the issuance of the shares of Minim common stock to e2Companies unitholders in the merger will significantly reduce the ownership stake

and relative voting power of each share of Minim common stock held by current Minim stockholders.

Consequently, following the merger,

the ability of Minim’s current stockholders to influence the management of Minim will be substantially reduced.

The issuance, or expected issuance, of Minim

common stock in connection with the merger could decrease the market price of Minim common stock.

In connection with the merger

and as part of the merger consideration, Minim expects to issue shares of Minim common stock to e2Companies’ unitholders.

The anticipated

issuance of Minim common stock in the merger may result in fluctuations in the market price of Minim common stock, including a stock price

In addition, the perception in the market that the holders of a large number of shares of Minim common stock may intend to sell

shares could reduce the market price of Minim common stock.

The intended benefits of the merger may

not be realized.

The merger poses risks for

Minim’s and e2Companies’ ongoing operations, including, among others:

that senior management’s attention

may be diverted from the management of Minim’s and e2Companies’ current operations and development of its products;

costs and expenses associated with any undisclosed

or potential liabilities;

unforeseen difficulties may arise in integrating

e2Companies’ and Minim’s business in the combined company.

As a result of the foregoing,

the combined company may be unable to realize the full strategic and financial benefits currently anticipated from the merger, and Minim

or e2Companies cannot assure you that the merger will be accretive to Minim or e2Companies in the near term or at all.

Furthermore, if

Minim or e2Companies fails to realize the intended benefits of the merger, the market price of the combined company’s common stock

could decline to the extent that the market price reflects those benefits.

Minim’s stockholders will have experienced substantial

dilution of their ownership interests in Minim without receiving any commensurate benefit, or only receiving part of the commensurate

benefit to the extent the combined company is able to realize only part of the strategic and financial benefits currently anticipated

from the merger.

If the merger is completed, e2Companies

executive officers and e2Companies appointees to the combined company ’ s board of directors will have the ability to

significantly influence the combined company ’ s management and business affairs, as well as matters submitted to the

combined company ’ s board of directors or stockholders for approval, especially if they decide to act together with

the current e2Companies unitholders.

Upon completion of the merger,

the former e2Companies unitholders will own approximately 97% of the combined company on a fully diluted basis.

If the merger is completed,

the combined company is expected to be led by e2Companies executive officers.

Furthermore, the combined company’s anticipated board

of directors will consist of seven members, five of which will be appointed by e2Companies pursuant to the terms of the Merger Agreement.

As a result, such persons, if they choose to act together, will have the ability to significantly influence the combined company’s

management and business affairs, as well as matters submitted to the combined company’s board of directors or stockholders for approval.

The announcement and pendency of the merger could have an adverse

effect on Minim’s or e2Companies’ business, financial condition, results of operations or business prospects.

The announcement and pendency

of the merger could disrupt Minim’s and/or e2Companies’ businesses in the following ways, among others:

Minim’s or e2Companies’ current

and prospective employees could experience uncertainty about their future roles within the combined company, and this uncertainty might

adversely affect Minim’s or e2Companies’ ability to retain, recruit and motivate key personnel;

the attention of Minim’s or e2Companies’

management may be directed towards the completion of the merger and other transaction-related considerations and may be diverted from

the day-to-day business operations of Minim or e2Companies, as applicable, and matters related to the merger may require commitments

of time and resources that could otherwise have been devoted to other opportunities that might have been beneficial to Minim or e2Companies,

as applicable;

customers, prospective customers, suppliers,

collaborators and other third parties with business relationships with Minim or e2Companies may decide not to renew or may decide to

seek to terminate, change or renegotiate their relationships with Minim or e2Companies as a result of the merger, whether pursuant to

the terms of their existing agreements with Minim or e2Companies;

the market price of Minim’s common

stock may decline to the extent that the current market price reflects a market assumption that the proposed merger will be completed.

Should they occur, any of

these matters could adversely affect the businesses of, or harm the financial condition, results of operations or business prospects of,

Minim or e2Companies.

During the pendency of the merger, Minim

or e2Companies may not be able to enter into a business combination with another party and will be subject to contractual limitations

on certain actions because of restrictions in the Merger Agreement.

Covenants in the Merger Agreement

impede the ability of Minim or e2Companies to make dispositions or acquisitions or complete other transactions that are not in the ordinary

course of business pending completion of the merger, potential spin-off of all or a portion of Minim’s assets prior to the consummation

of the merger, excluding certain permitted financings as set forth in the Merger Agreement.

As a result, if the merger is not completed,

the parties may be at a disadvantage to their competitors.

In addition, while the Merger Agreement is in effect and subject to limited

exceptions, Minim is prohibited from soliciting, initiating, encouraging or taking actions designed to facilitate any inquiries or the

making of any proposal or offer that could lead to the entering into certain extraordinary transactions with any third party, such as

a sale of assets, an acquisition, a tender offer, a merger or other business combination outside the ordinary course of business.

restrictions may prevent Minim from pursuing otherwise attractive business opportunities or other capital structure alternatives and making

other changes to its business or executing certain of its business strategies prior to the completion of the merger, which could be favorable

to Minim stockholders.

Certain provisions of the Merger Agreement

may discourage third parties from submitting competing proposals, including proposals that may be superior to the arrangements contemplated

by the Merger Agreement.

The terms of the Merger Agreement

prohibit Minim from soliciting competing proposals or cooperating with persons making unsolicited takeover proposals, except in limited

circumstances if the Minim Board of Directors determines in good faith, after consultation with its independent financial advisor and

outside counsel, that an unsolicited competing proposal constitutes, or would reasonably be expected to result in, a superior competing

proposal and that failure to take such action would be reasonably likely to result in a breach of the fiduciary duties of the Minim Board

of Directors.

In the event that the Minim Board of Directors withdraws or modifies its recommendation for approval of the merger based

on such superior competing proposal, e2Companies may terminate the Merger Agreement.

The exchange ratio is not adjustable based

on the market price of Minim common stock, so the merger consideration at the closing may have a greater or lesser value than at the time

the Merger Agreement was signed.

The Merger Agreement has set

the exchange ratio formula for the e2Companies common units, and the exchange ratio is only adjustable upward or downward to reflect Minim’s

and e2Companies’ equity capitalization as of immediately prior to the effective time of the merger.

Any changes in the market price

of common stock before the completion of the merger will not affect the number of shares e2Companies unitholders will be entitled to receive

pursuant to the Merger Agreement.

Therefore, if before the completion of the merger, the market price of Minim common stock declines from

the market price on the date of the Merger Agreement, then e2Companies unitholders could receive merger consideration with substantially

Similarly, if before the completion of the merger, the market price of Minim common stock increases from the market price

on the date of the Merger Agreement, then e2Companies unitholders could receive merger consideration with substantially more value for

their shares of e2Companies common units than the parties had negotiated for in the establishment of the exchange ratio.

Minim is expected to incur substantial expenses

related to the merger with e2Companies.

Minim has incurred, and expects to continue to incur, substantial

expenses in connection with the merger, as well as operating as a public company.

Minim will incur significant fees and expenses relating

to legal, accounting, financial advisory and other transaction fees and costs associated with the merger.

Actual transaction costs may

substantially exceed Minim’s estimates and may have an adverse effect on the combined company’s financial condition and operating

Failure to complete the merger could negatively

affect the value of Minim common stock and the future business and financial results of both Minim and e2Companies.

If the merger is not completed, the ongoing businesses of Minim and e2Companies could be adversely

Moreover, each of Minim and e2Companies will be subject to a variety of risks associated with the failure to complete the

merger, including without limitation the following:

● diversion of management focus and resources from operational

matters and other strategic opportunities while working to implement the merger;

● reputational harm due to the adverse perception of any failure

to successfully complete the merger;

● having to pay certain costs relating to the merger, such as

legal, accounting, financial advisory, filing and printing fees.

If the merger is not completed,

the market price of Minim common stock and the business and financial results of both Minim (including the cessation of its operations)

and e2Companies could be materially affected.

The merger is expected to result in a limitation

on the combined company ’ s ability to utilize its net operating loss carryforward.

Under Section 382 of the Code,

use of Minim’s net operating loss carryforwards (“NOLs”) will be limited if Minim experiences a cumulative change in

ownership of greater than 50% in a moving three-year period.

At December 31, 2023, Minim had approximately $76.9 million of net operating

Minim will experience an ownership change as a result of the merger and therefore its ability to utilize its NOLs and certain credit

carryforwards remaining at the effective time of the merger will be limited.

The limitation will be determined by the fair market value

of Minim’s common stock outstanding prior to the ownership change, multiplied by the applicable federal rate.

It is expected that

the merger will impose a limitation on Minim’s NOLs.

Limitations imposed on Minim’s ability to utilize NOLs could cause U.S.

federal and state income taxes to be paid earlier than would be paid if such limitations were not in effect and could cause such NOLs

to expire unused, in each case reducing or eliminating the benefit of such NOLs.

The merger may be completed even though

material adverse changes may result from the announcement of the merger, industry-wide changes or other causes.

In general, either party can

refuse to complete the merger if there is a material adverse effect (as defined in the Merger Agreement) affecting the other party between

March 12, 2024, the date of the Merger Agreement, and the closing of the merger.

However, some types of changes do not permit either party

to refuse to complete the merger, even if such changes would have a material adverse effect on Minim or e2Companies, as the case may be:

○ general conditions affecting the industry in which each party operates;

○ changes generally affecting the United States or global economy or capital markets as a whole;

○ any changes (after the date of the Merger Agreement) in GAAP or applicable law or other legal requirement;

○ any hurricane, flood, tornado, earthquake, or other natural disaster, epidemic, plague, pandemic or other public health event or any

other force majeure event, or any national or international calamity or crisis;

○ the public announcement of the Merger Agreement or the pendency of the transactions contemplated thereunder;

○ the taking of any action, or the failure to take any action, by either party that is expressly required by the terms of the Merger

If adverse changes occur but Minim and e2Companies

must still complete the merger, the market price of Minim common stock may suffer.

Minim and e2Companies may become involved

in securities litigation or stockholder derivative litigation in connection with the merger, and this could divert the attention of Minim

and e2Companies management and harm the combined company ’ s business, and insurance coverage may not be sufficient

to cover all related costs and damages.

Securities litigation or stockholder

derivative litigation frequently follows the announcement of certain significant business transactions, such as the sale of a business

division or announcement of a business combination transaction.

Minim and e2Companies may become involved in this type of litigation in

connection with the merger, and the combined company may become involved in this type of litigation in the future.

Litigation often is

expensive and diverts management’s attention and resources, which could adversely affect the business of Minim, e2Companies and

the combined company.

Risks Related to the Combined Company Following

Minim stockholders and e2Companies unitholders may not realize

a benefit from the merger commensurate with the ownership dilution they will experience in connection with the merger.

If the combined organization

is unable to realize the full strategic and financial benefits currently anticipated from the merger, Minim stockholders and e2Companies

unitholders will have experienced substantial dilution of their ownership interests in their respective companies without receiving any

commensurate benefit, or only receiving part of the commensurate benefit to the extent the combined organization is able to realize only

part of the strategic and financial benefits currently anticipated from the merger.

Furthermore, if the combined company fails to realize

the intended benefits of the merger, the market price of Minim common stock could decline to the extent that the market price reflects

those benefits.

The market price of the combined company ’ s

common stock after the merger may be subject to significant fluctuations and volatility, and the stockholders of the company may be unable

to resell their shares at a profit and may incur losses.

There has not been a public

market for the combined company’s common stock.

The market price of the combined company’s common stock could be subject to

significant fluctuation following the merger.

The current business of Minim differs from that of e2Companies in important respects and,

accordingly, the results of operations of the combined company and the market price of the combined company’s common stock following

the merger may be affected by factors different from those currently affecting the results of operations of Minim.

Broad market and industry

factors, as well as general economic, political and market conditions such as recessions or interest rate changes, may seriously affect

the market price of the combined company’s common stock, regardless of the actual operating performance of the combined company.

Some of the factors that may cause the market price of the combined company’s common stock to fluctuate include:

● investors reacting negatively to the effect on the combined

company’s business and prospects from the merger;

● the announcement of new products, new developments, services

or technological innovations by the combined company or the combined company’s competitors;

● actual or anticipated quarterly increases or decreases in revenue,

gross margin or earnings, and changes in the combined company’s business, operations or prospects;

● announcements relating to strategic relationships, mergers,

acquisitions, partnerships, collaborations, joint ventures, capital commitments, or other events by the combined company or the combined

company’s competitors;

● conditions or trends in the power services and communications

● changes in the economic performance or market valuations

of other power services and communications companies;

● general market conditions or domestic or international macroeconomic

and geopolitical factors unrelated to the combined company’s performance or financial condition;

● sale of the combined company’s common stock by stockholders,

including executives and directors;

● volatility and limitations in trading volumes of the combined

company’s common stock;

● volatility in the market prices and trading volumes of the

communications stocks;

● the combined company’s ability to finance its business;

● ability to secure resources and the necessary personnel to

pursue the plans of the combined company;

● failure to meet external expectations or management guidance;

● changes in the combined company’s capital structure

or dividend policy, future issuances of securities, sales or distributions of large blocks of common stock by stockholders;

● the combined company’s cash position;

● announcements and events surrounding financing efforts, including

debt and equity securities;

● analyst research reports, recommendations and changes in

recommendations, price targets, and withdrawals of coverage;

● departures and additions of key personnel;

● disputes and litigation related to intellectual properties,

proprietary rights, and contractual obligations;

● investigations by regulators into the operations of the combined

company or those of the combined company’s competitors;

● changes in applicable laws, rules, regulations, or accounting

practices and other dynamics;

● other events or factors, many of which may be out of the

combined company’s control.

In the past, following periods

of volatility in the overall market and the market prices of particular companies’ securities, securities class action litigation

has often been instituted against these companies.

Litigation of this type, if instituted against the combined company, could result in

substantial costs and a diversion of management’s attention and resources of the combined company.

Any adverse determination in

any such litigation or any amounts paid to settle any such actual or threatened litigation could require that the combined company make

significant payments.

If the merger is consummated, the business

operations, strategies and focus of the combined company will fundamentally change, and these changes may not result in an improvement

in the value of its common stock.

Pending the consummation

of the merger it is currently anticipated that the combined company would focus its resources on executing e2Companies’ current

business plan.

If the merger is consummated,

an investment in Minim’s common stock will primarily represent an investment in the business operations, strategies and focus of

The failure to successfully commercialize or to develop and market other products will significantly diminish the anticipated

benefits of the merger and have a material adverse effect on the business of the combined company.

There is no assurance that the combined

company’s business operations, strategies or focus will be successful following the merger, and the merger could depress the value

of the combined company’s common stock.

The combined company may issue additional

equity securities in the future, which may result in further dilution to existing investors.

To the extent the combined

company raises additional capital by issuing equity securities, the combined company’s stockholders may experience substantial dilution.

The combined company may, from time to time, sell additional equity securities in one or more transactions at prices and in a manner it

If the combined company sells additional equity securities, existing stockholders may be materially diluted.

new investors could gain rights superior to existing stockholders, such as liquidation and other preferences.

In addition, the number

of shares available for future grants under the combined company’s equity compensation plans may be increased in the future.

the exercise or conversion of outstanding options or warrants to purchase shares of capital stock may result in dilution to the combined

company’s stockholders upon any such exercise or conversion.

All of Minim’s outstanding

shares of common stock are, and any shares of Minim common stock that are issued in the merger are expected to be, freely tradable without

restrictions or further registration under the Securities Act, except for any shares held by affiliates of the combined company, as defined

in Rule 144 under the Securities Act.

Rule 144 defines an affiliate as a person who directly, or indirectly through one or more intermediaries,

controls, or is controlled by, or is under common control with, the combined company and would include persons such as the combined company’s

directors and executive officers and large stockholders.

In turn, resales, or the perception by the market that a substantial number of

resales could occur, could have the effect of depressing the market price of the combined company’s common stock.

The concentration of the capital stock ownership

with insiders of the combined company after the merger will likely limit the ability of the stockholders of the combined company to influence

corporate matters.

Following the merger, the

executive officers, directors, five percent or greater stockholders, and the respective affiliated entities of the combined company will,

in the aggregate, beneficially own a significant majority of the combined company’s outstanding common stock.

As a result, these

stockholders, acting together, will have control over matters that require approval by the combined company’s stockholders, including

the election of directors and approval of significant corporate transactions.

Corporate actions might be taken even if other stockholders

This concentration of ownership might also have the effect of delaying or preventing a corporate transaction that other stockholders

may view as beneficial.

Certain stockholders could attempt to influence

changes within Minim, which could adversely affect Minim ’ s operations, financial condition and the value of Minim ’ s

common stock.

The combined company’s

stockholders may from time to time seek to acquire a controlling stake in the combined company, engage in proxy solicitations, advance

stockholder proposals or otherwise attempt to effect changes.

Campaigns by stockholders to effect changes at publicly traded companies

are sometimes led by investors seeking to increase short-term stockholder value through actions such as financial restructuring, increased

debt, special dividends, stock repurchases or sales of assets or the entire company.

Responding to proxy contests and other actions by

activist stockholders can be costly and time-consuming and could disrupt the combined company’s operations and divert the attention

of the combined company’s board of directors and senior management from the pursuit of the proposed merger transaction.

These actions

could adversely affect the combined company’s operations, financial condition, ability to consummate the merger and the value of

the combined company’s common stock.

The sale or availability for sale of a substantial

number of shares of common stock of the combined company after the merger could adversely affect the market price of such shares after

Sales of a substantial number

of shares of common stock of the combined company in the public market after the merger and other legal restrictions on resale, or the

perception that these sales could occur, could adversely affect the market price of such shares and could materially impair the combined

company’s ability to raise capital through equity offerings in the future.

Minim and e2Companies are unable to predict what effect,

if any, market sales of securities held by significant stockholders, directors or officers of the combined company or the availability

of these securities for future sale will have on the market price of the combined company’s common stock after the merger.

The combined company also

intends to register all of the shares of common stock issuable upon the exercise of any options or other equity incentives the combined

company may grant in the future, for public resale under the Securities Act.

Accordingly, these shares will be able to be freely sold

in the public market upon issuance as permitted by any applicable vesting requirements.

If securities analysts do not publish research

or reports about the business of the combined company, or if they publish negative evaluations, the price of the combined company ’ s

common stock could decline.

The trading market for the

combined company’s common stock will rely in part on the availability of research and reports that third-party industry or financial

analysts publish about the combined company.

Furthermore, if one or more of the analysts who do cover the combined company (if any) downgrades

its stock, its stock price would likely decline.

If one or more of these analysts cease coverage of the combined company, the combined

company could lose visibility in the market, which in turn could cause its stock price to decline.

Additionally, if securities analysts

publish negative evaluations of competitors in the combined company’s industries, the comparative effect could cause the combined

company’s stock price to decline.

The combined company ’ s

management will be required to devote substantial time to comply with public company regulations.

As a public company, the combined

company will incur significant legal, accounting and other expenses that e2Companies did not incur as a private company.

The Sarbanes-Oxley

Act of 2002 (the “Sarbanes-Oxley Act”), the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank

Act”), as well as rules implemented by the SEC and Nasdaq, impose various requirements on public companies, including those related

to corporate governance practices.

The combined company’s management and other personnel will need to devote a substantial amount

of time to these requirements.

Moreover, these rules and regulations will increase the combined company’s legal and financial compliance

costs relative to those of e2Companies and will make some activities more time-consuming and costly.

The Sarbanes-Oxley Act requires,

among other things, that the combined company maintain effective internal control over financial reporting and disclosure controls and

In particular, the combined company must perform system and process evaluation and testing of its internal control over financial

reporting to allow management and the combined company’s independent registered public accounting firm to report on the effectiveness

of its internal control over financial reporting, as required by Section 404 of the Sarbanes-Oxley Act (“Section 404”).

combined company’s compliance with these requirements will require that it incur substantial accounting and related expenses and

expend significant management efforts.

The combined company will likely need to hire additional accounting and financial staff to satisfy

the ongoing requirements of Section 404.

The costs of hiring such staff may be material and there can be no assurance that such staff

will be immediately available to the combined company.

Moreover, if the combined company is not able to comply with the requirements of

Section 404, or if the combined company or its independent registered public accounting firm identifies deficiencies in its internal control

over financial reporting that are deemed to be material weaknesses, investors could lose confidence in the accuracy and completeness of

the combined company’s financial reports, the market price of the combined company’s common stock could decline and the combined

company could be subject to sanctions or investigations by Nasdaq, the SEC or other regulatory authorities.

The combined company may not be able to

timely and effectively implement controls and procedures required by Section 404 that will be applicable to the combined company after

e2Companies is not currently

subject to Section 404.

However, following the merger, the combined company will be subject to Section 404.

The standards required for

a public company under Section 404 are significantly more stringent than those required of e2Companies as a privately held company.

may not be able to effectively and timely implement controls and procedures that adequately respond to the increased regulatory compliance

and reporting requirements that will be applicable to the combined company after the merger.

If management is not able to implement the

additional requirements of Section 404 in a timely manner or with adequate compliance, it may not be able to assess whether its internal

control over financial reporting is effective, which may subject the combined company to adverse regulatory consequences and could harm

investor confidence and cause the market price of the combined company’s common stock to decline.

Subsequent to the consummation of the merger,

the combined company may be required to take write-downs or write-offs, restructuring and impairment or other charges that could have

a significant negative effect on its financial condition, results of operations and stock price, which could cause you to lose some or

all of your investment.

Although Minim and e2Companies

have conducted due diligence on each other, there can be no assurances that their diligence revealed all material issues that may be present

in the other company’s business, that all material issues through a customary amount of due diligence will be uncovered, or that

factors outside of Minim’s and e2Companies’ control will not later arise.

As a result, the combined company may be forced

to later write down or write-off assets, restructure operations, or incur impairment or other charges that could result in losses.

if due diligence successfully identifies certain risks, unexpected risks may arise, and previously known risks may materialize in a manner

not consistent with each company’s preliminary risk analysis.

Even though these charges may be non-cash items and may not have an

immediate impact on liquidity, the fact that the combined company reports charges of this nature could contribute to negative market perceptions

about the combined company or its securities.

In addition, charges of this nature may make future financing difficult to obtain on favorable

terms or at all.

Minim and e2Companies do not anticipate

that the combined company will pay any cash dividends in the foreseeable future.

The current expectation is

that the combined company will retain its future earnings, if any, to fund the development and growth of the combined company’s

As a result, capital appreciation, if any, of the common stock of the combined company will be your sole source of gain, if

any, for the foreseeable future.

In the event that the combined company fails

to satisfy any of the listing requirements of The Nasdaq Capital Market, its common stock may be delisted, which could affect its market

price and liquidity.

Following the merger, the

combined company’s common stock is expected to be listed on The Nasdaq Capital Market.

For continued listing on The Nasdaq Capital

Market, the combined company will be required to comply with the continued listing requirements, including the minimum market capitalization

standard, the corporate governance requirements and the minimum closing bid price requirement, among other requirements.

that the combined company fails to satisfy any of the listing requirements of The Nasdaq Capital Market, its common stock may be delisted.

If the combined company is unable to list on The Nasdaq Capital Market, it would likely be more difficult to trade in or obtain accurate

quotations as to the market price of the combined company’s common stock.

If the combined company’s securities are delisted

from trading on The Nasdaq Capital Market, and the combined company is not able to list its securities on another exchange or to have

them quoted on Nasdaq, the combined company’s securities could be quoted on the OTC Bulletin Board or on the “pink sheets.”

As a result, the combined company could face significant adverse consequences including:

● a limited availability of market quotations for its securities;

● a determination that its common stock is a “penny stock,”

which will require brokers trading in its common stock to adhere to more stringent rules and possibly result in a reduced level of trading

activity in the secondary trading market for the combined company’s securities;

● a limited amount of news and analyst coverage for the combined

● a decreased ability to issue additional securities (including

pursuant to short-form registration statements on Form S-3) or to obtain additional financing in the future.

An active trading market for combined company

common stock may not develop.

The listing of combined company

common stock on The Nasdaq Capital Market does not assure that a meaningful, consistent and liquid trading market exists.

An active trading

market for shares of combined company common stock may never develop or be sustained.

If an active market for the combined company common

stock does not develop, it may be difficult for investors to sell their shares either without depressing the market price for the shares

The combined company may acquire businesses

or products, or form strategic alliances, in the future, and may not realize the benefits of such acquisitions.

The combined company may acquire

additional businesses or products, form strategic alliances, or create joint ventures with third parties that it believes will complement

or augment its existing business.

If the combined company acquires businesses with promising markets or technologies, it may not be able

to realize the benefit of acquiring such businesses if it is unable to successfully integrate them with its existing operations and company

The combined company may encounter numerous difficulties in developing, manufacturing, and marketing any new products resulting

from a strategic alliance or acquisition that delay or prevent it from realizing their expected benefits or enhancing its business.

is no assurance that, following any such acquisition, the combined company will achieve the synergies expected to justify the transaction,

which could result in a material adverse effect on the combined company’s business and prospects.

Risks Related to the Minim Business and to

There 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.

Our consolidated financial statements as of December 31, 2023

were prepared under the assumption that we will continue as a going concern.

At December 31, 2023, we had cash and cash equivalents

We estimate that our existing cash resources will not be sufficient to fund our operations into the first quarter of 2025.

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 April 12, 2024 included elsewhere in this Form 10-K.

If we are unable to continue

as a going concern, we may have to liquidate our assets and may receive less than the value at which those assets are carried on our audited

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

When 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 or at all.

We may be unsuccessful in integrating the

operations of the business we expect to acquire in the future .

We may not effectively assimilate

the business or product offerings of acquired companies into our business or within the anticipated costs or timeframes, retain key customers

and suppliers or key employees of acquired businesses, or successfully implement our business plan for the combined business.

our final determinations and appraisals of the estimated fair value of assets acquired and liabilities assumed in our acquisitions may

vary materially from earlier estimates and we may fail to realize fully anticipated cost savings, growth opportunities or other potential

We cannot assure that the fair value of acquired businesses or investments will remain constant.

We may require additional

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

Over the next 12 months we

may require additional funding if, for instance, we continue to experience losses.

As of December 31, 2023, the Company does not

have a borrowing facility in place after it fully repaid and terminated the revolving facility with Silicon Valley Bank in October 2023.

Epidemic and pandemic

diseases (including the COVID-19 pandemic) could have a material adverse effect on our business, financial condition, results of operations,

cash flows, and ability to comply with regulatory requirements.

Outbreaks of epidemic,

pandemic, or contagious diseases, such as COVID-19, could cause disruptions in our business and the businesses of third parties who

we depend upon for manufacturing and other services.

These disruptions could include disruptions in our ability to manufacture our

products, distribute our products, or obtain services.

These disruptions have caused, and could cause further, closures of our

facilities or the facilities of our suppliers.

Any disruption of the businesses of our suppliers or manufacturers would likely

impact our sales and operating results.

In addition, a significant outbreak of epidemic, pandemic, or contagious diseases could

result in a widespread health crisis that could adversely affect the economies and financial markets of many countries, resulting in

an economic downturn that could affect demand for our products.

Any of these events could have a material adverse effect on our

business, financial condition, results of operations, or cash flows.

Additionally, such outbreaks could disrupt our ability to

timely file periodic reports required by the Securities and Exchange Commission or the stock exchanges on which our common stock is

listed, which may lead to the delisting or downgrading of our common stock on such stock exchanges.

Risks Related to Our Products, Technology and

Intellectual Property

We may be subject to product

returns resulting from defects or from overstocking of our products.

We are exposed to the risk of product returns from our customers.

Overstocking has led in the past and may lead in the future to higher-than-normal customer returns.

breaches and data loss may expose us to liability, harm our reputation and adversely affect our business.

part of our business operations, we collect, store, process, use and disclose sensitive data relating to our business, including in connection

with the provision of our cloud services and in our information systems and data centers (including third-party data centers).

engage third-party providers to assist in the development of our products and for services that may include the collection, handling,

processing and storage of personal data on our behalf.

In addition, we host our customers’ subscriber data in third-party data

centers in the course of providing our products and cloud-based platform solutions and services to our customers.

While we and our third-party

providers apply multiple layers of security to control access to data and use encryption and authentication technologies to secure data

from unauthorized access, use, alteration and disclosure, these security measures may be compromised.

Malicious hackers may attempt to

gain access to our network or data centers;

Security breaches and

data loss may expose us to liability, harm our reputation and adversely affect our business.

As part of our business operations, we collect, store, process, use and disclose sensitive data relating to our business, including in connection with the provision of our cloud services and in our information systems and data centers (including third-party data centers).

We also engage third-party providers to assist in the development of our products and for services that may include the collection, handling, processing and storage of personal data on our behalf.

In addition, we host our customers’ subscriber data in third-party data centers in the course of providing our products and cloud-based platform solutions and services to our customers.

While we and our third-party providers apply multiple layers of security to control access to data and use encryption and authentication technologies to secure data from unauthorized access, use, alteration and disclosure, these security measures may be compromised.

Malicious hackers may attempt to gain access to our network or data centers;

steal proprietary information related to our business, products, employees and customers;

or interrupt our systems and services or those of our customers or others.

In particular, there has been a spike in cybersecurity attacks

during the COVID-19 pandemic and work-from-home environment.

of our software products contain “open source” software under terms of open source licenses, which include, but are not limited

to, General Public License Version 2 and MIT Licenses.

use of open source software has risks related to open source license compliance and software quality control.

The Company mitigates these

risks by employing processes such as open source license review prior to technology selection and upgrade version testing prior to deployment.

However, it must be noted that the risks described above cannot be eliminated.

may experience costs and senior management distractions due to patent-related matters.

of our products incorporate patented technology.

We attempt to license appropriate patents either directly or through our integrated

circuit suppliers.

In particular, there has been a spike in cybersecurity attacks during the COVID-19 pandemic and work-from-home environment.

We may experience costs

and senior management distractions due to patent-related matters.

Many of our products incorporate patented technology.

We attempt to license appropriate patents either directly or through our integrated circuit suppliers.

However, we are subject to costs and senior management distractions due to patent-related litigation.

litigation matters are complex and time consuming and expose Minim to potentially material obligations.

It is impossible to assess the

potential cost and senior management distraction associated with patent litigation matters that are currently outstanding or may occur

in the future.

may have difficulty protecting our intellectual property.

ability to compete is heavily affected by our ability to protect our intellectual property.

We rely primarily on trade secret laws, confidentiality

procedures, patents, copyrights, trademarks, and licensing arrangements to protect our intellectual property.

The steps we take to protect

our technology may be inadequate.

Existing trade secret, trademark and copyright laws offer only limited protection.

Our patents could

be invalidated or circumvented.

We have more intellectual property assets in some countries than we do in others.

In addition, the laws

of some foreign countries in which our products are or may be developed, manufactured or sold may not protect our products or intellectual

property rights to the same extent as do the laws of the U.S.

This may make the possibility of piracy of our technology and products

could infringe the intellectual property rights of others.

aspects of our technology could be found to infringe on the intellectual property rights or patents of others.

Other companies may hold

or obtain patents on inventions or may otherwise claim proprietary rights to technology necessary to our business.

We cannot predict

the extent to which we may be required to seek licenses.

We cannot assure you that the terms of any licenses we may be required to seek

will be reasonable.

Patent litigation matters are complex and time consuming and expose Minim to potential material obligations.

It is impossible to assess the potential cost and senior management distraction associated with patent litigation matters that are currently outstanding or may occur in the future.

We could infringe the

intellectual property rights of others.

Particular aspects of our technology could be found to infringe on the intellectual property rights or patents of others.

Other companies may hold or obtain patents on inventions or may otherwise claim proprietary rights to technology necessary to our business.

We cannot predict the extent to which we may be required to seek licenses.

We cannot assure you that the terms of any licenses we may be required to seek will be reasonable.

We are often indemnified by our suppliers relative to certain intellectual property rights.

However, these indemnifications

do not cover all possible suits, and there can be no assurance that a relevant indemnification will be honored by the indemnifying party

or that the indemnifying party has the financial resources to meet its indemnification obligation.

Regulatory and Tax Compliance Risks

could be subject to additional sales tax or other tax liabilities.

have varying policies regarding when a company has a taxable presence in the state.

There are many factors to consider when determining

if state nexus exists, including inventory consignment to ordering and fulfillment, physical presence, economic presence, and personnel.

We have policies and procedures in place to collect and pay sales tax for Amazon and other ecommerce sales in states where we believe

we have nexus and are required to charge sales tax.

However, it is possible that we could be negatively impacted by a change in state

laws and policies, court decisions, Federal law, or our decisions about where sales tax is owed.

In addition, we may incur income tax

liability in some states where we have nexus.

Environmental

regulations may increase our manufacturing costs and harm our business.

the past, environmental regulations have increased our manufacturing costs and caused us to modify products.

New state, U.S., or other

regulations may in the future impact our product costs or restrict our ability to ship certain products into certain regions.

in current or future laws or governmental regulations and industry standards that negatively impact our products, services and technologies

could harm our business.

jurisdiction of the Federal Communications Commission (“FCC”), extends to the entire U.S.

communications industry including

our customers and their products and services that incorporate our products.

Our products are also required to meet the regulatory requirements

of other countries throughout the world where our products and services are sold.

Obtaining government certifications is time-consuming

In the past, we have encountered delays in the introduction of our products, such as our cable modems, as a result of the

need to obtain government certifications.

We may face further delays if we are unable to comply with governmental regulations.

caused by the time it takes to comply with regulatory requirements may result in cancellations or postponements of product orders or

purchases by our customers, which would harm our business.

addition to reliability and quality standards, the market acceptance of certain products and services is dependent upon the adoption

of industry standards so that products from multiple manufacturers are able to communicate with each other.

Standards are continuously

being modified and replaced.

As standards evolve, we may be required to modify our existing products or develop and support new versions

of our products.

The failure of our products to comply, or delays in compliance, with various existing and evolving industry standards

could delay or interrupt volume production of our products, which could harm our business.

ability to use our net operating losses (“NOLs”) may be negatively affected if there is an “ownership change”

as defined under Section 382 of the Internal Revenue Code.

December 31, 2022, we had approximately $60.6 million in federal NOLs.

These deferred tax assets are currently fully reserved.

Internal Revenue Code Section 382 rules, if a change of ownership is triggered, our ability to use our NOLs can be negatively affected

if there is an “ownership change” as defined under Internal Revenue Code Section 382.

An ownership change at any time is

determined by considering each stockholder with 5% or more ownership, summing the highest percentage change for each of those stockholders

over the prior three years, and determining that the sum exceeds 50%.

Since ownership changes are measured over three-year periods, it

is possible that additional changes of ownership may occur in the future that may limit our utilization of NOL carryforwards.

Related to the Securities Market and Our Common Stock

market price of our common stock may be volatile and trading volume may be low.

market price of our common stock could fluctuate significantly for many reasons, including, without limitation:

as a result of the risk

factors listed herein;

actual or anticipated fluctuations in our operating results;

regulatory changes that could impact our business;

and general economic and industry conditions.

Shares of our common stock are quoted on the Nasdaq.

The lack of an active market may impair

the ability of holders of our common stock to sell their shares of common stock at the time they wish to sell them or at a price that

they consider reasonable.

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.

do not expect to declare dividends in the foreseeable future.

We currently intend to retain cash to support our operations and to finance

the growth and development of our business.

There can be no assurance that we will have, at any time, sufficient surplus under Delaware

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.

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.

However, these indemnifications do not cover all possible suits, and there can be no assurance that a relevant indemnification will be honored by the indemnifying party or that the indemnifying party has the financial resources to meet its indemnification obligation.

– 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