Merger and Acquisition - The merger agreement states that holders of e2Companies' outstanding common units will receive shares representing approximately 97% of the issued and outstanding shares of Minim common stock [23]. - The combined company will be led by an experienced senior management team from e2Companies, with two board members designated by Minim [34]. - The merger is conditioned upon the approval of the Company Shares for listing on the Nasdaq and the effectiveness of a registration statement on Form S-4 [25]. - The merger agreement includes a 180-day lock-up on the sale or transfer of Company Shares received by e2Companies' Class A Unitholders [28]. - The merger is expected to provide additional fundraising opportunities for the combined company in the future [34]. - The merger agreement may be terminated if the closing has not occurred by June 15, 2024, subject to a 30-day extension [26]. - The merger with e2Companies is expected to close before June 30, 2024, with Minim becoming a wholly owned subsidiary of e2Companies [41]. - The merger requires the written consent of holders of at least a majority of the outstanding shares of Minim common stock and Minim Preferred Stock [39]. - Current Minim stockholders will hold approximately 3% of the fully diluted equity of the combined company post-merger, significantly diluting their voting power [131]. - Minim expects to incur substantial expenses related to the merger, including significant fees for legal, accounting, and financial advisory services, which may exceed initial estimates [143]. - The merger poses risks of negative publicity and potential litigation that could adversely affect Minim's business and financial condition [130]. - If the merger is not completed, Minim's stock price may decline, reflecting market assumptions about the merger's completion [128]. - The merger may divert management's focus from day-to-day operations, potentially impacting ongoing business performance [125]. - The merger agreement includes restrictions that may prevent Minim from pursuing other business opportunities during the pendency of the merger [140]. - The anticipated benefits of the merger may not be realized, leading to a decline in the market price of the combined company's stock [136]. - The merger could result in significant integration challenges between Minim and e2Companies, affecting operational efficiency [135]. - The merger between Minim and e2Companies may face material adverse changes, but both parties are still required to complete it unless specific conditions are met [147]. - The market price of Minim's common stock may decline if adverse changes occur during the merger process [148]. - Stockholders may experience significant dilution of their ownership interests without receiving corresponding benefits from the merger [151]. - The combined company may issue additional equity securities in the future, leading to further dilution for existing investors [159]. - The concentration of capital stock ownership with insiders may limit the influence of other stockholders on corporate matters [161]. - The combined company will incur significant legal and compliance costs as a public entity, which could impact its financial performance [166]. - The combined company may face challenges in implementing effective internal controls over financial reporting as required by the Sarbanes-Oxley Act [168]. - There is a risk of write-downs or restructuring charges post-merger that could negatively affect the combined company's financial condition and stock price [170]. - The combined company does not anticipate paying cash dividends in the foreseeable future and plans to retain future earnings for business development [171]. Financial Performance - Minim's management believes that continuing to operate as a stand-alone entity poses significant risks, including insufficient capital resources and ongoing net operating losses [36]. - Minim had approximately $76.9 million in net operating loss carryforwards as of December 31, 2023, which will be limited due to the ownership change resulting from the merger [146]. - The company reported a net loss of $17.6 million for fiscal 2023, contributing to a decrease in cash and cash equivalents [205]. - Net sales for the years ended December 31, 2023, and 2022 were $26.1 million and $50.6 million, respectively, indicating a significant decline in revenue [207]. - The company had a working capital of $(0.8) million as of December 31, 2023, reflecting liquidity challenges [204]. - The major changes in cash and cash equivalents included a decrease of approximately $1.9 million in accounts receivables and a decrease of $15.5 million in inventory [205]. - As of December 31, 2023, the company had cash and cash equivalents of $709,000, which is insufficient to fund operations into the first quarter of 2025 [178]. - The company is evaluating options related to its liquidity and will continue to monitor costs in relation to sales [206]. Product and Technology - Minim held the exclusive global license to design, manufacture, and sell consumer networking products under the Motorola brand until 2023 [16]. - e2Companies' Virtual Utility product is designed to provide full visibility and control over distributed energy resources, enhancing grid reliability and power quality [58]. - e2Companies' products include electricity micro-grids aimed at providing reliable power without reliance on the traditional grid [59]. - The R3Di System provides up to 1 megawatt of power, sufficient for approximately 100 households, and is designed for continuous power delivery 24/7 [63]. - The R3Di System has a battery life of 20 years or 10,000 cycles, significantly longer than traditional lead-acid batteries which last about 5 years [68]. - The R3Di System reduces emissions by 19,322 tons cradle-to-gate compared to battery storage systems, with a net present value of $645,695 [76]. - The societal return on investment (SROI) for the R3Di System is approximately $7 million compared to diesel generators, with a reduction of 13,061 tons of CO2e emissions during generator run time [79]. - The R3Di System is hydrogen ready up to 20% and can operate on multiple fuel sources, including liquid natural gas and renewable natural gas [80]. - The GROVE platform provides real-time grid information and asset health monitoring, helping to optimize energy consumption and reduce costs [81]. - The R3Di System achieves a 99% reduction in NOx, 99% reduction in PM, 88% reduction in CO, and 61% reduction in VOC emissions [81]. - e2Companies has 15 years of experience in developing compliance products and services, ensuring regulatory adherence for energy and utility customers [83]. - The company offers a cloud monitoring solution, ICe2c, for real-time information access and proactive operations management [85]. - e2Companies provides full indemnification for its products and services, covering customers from regulatory fines and penalties due to environmental standard violations [86]. - e2Companies' flagship technology, the R3Di system, received patent approval in February 2022, making it the sole supplier of a high-capacity discharge open transition system [116]. Market and Industry Trends - e2Companies aims to capture greater market share in the continental U.S., Puerto Rico, and Canada by investing heavily in these markets [42]. - e2Companies has shifted its sales strategy from a 15-year ESA model to an OEM model, which is expected to shorten the sales cycle and increase current revenue [43]. - By 2030, EV charging demand is expected to surge from 11 billion kWh to 230 billion kWh, necessitating 1.2 million public chargers [101]. - Global data center energy consumption is projected to grow 27% by 2030, reaching 353 terawatt hours (TWh) [106]. - The industrial sector is predicted to see a 26% increase in emissions by 2050, highlighting the need for e2Companies' solutions [107]. - e2Companies faces competition from established companies in the energy sector, including engine OEMs and uninterruptible power source OEMs [113]. - The U.S. Department of Energy estimates that tripling the current scale of VPPs could address 10-20% of projected peak demand, avoiding approximately $10 billion in annual grid costs [98]. - e2Companies' Virtual Utility product offers customers complete energy choice, contrasting with traditional Virtual Power Plants (VPPs) that are utility-owned [99]. Revenue Recognition - Revenue is recognized when control of products or services is transferred to the customer, typically at the point of legal title transfer [213]. - Revenue from SaaS contracts is recognized evenly over the contract term as the service output is delivered [213]. - Product returns are estimated and recognized as a reduction of revenue as performance obligations are satisfied, such as upon shipment of goods [215]. - The company uses observable prices to estimate the stand-alone selling price (SSP) for distinct performance obligations [214]. - Significant judgment is required to determine whether products and services are distinct performance obligations [214]. - The current process of estimating the return reserve is deemed a fair measure for adjusting revenue [215]. - The company monitors pending authorized returns and records the right of return asset if appropriate [215].

Financial Performance - For the three months ended September 30, 2023, net sales decreased by $7.1 million or 51.6% compared to the same period in 2022, and for the nine months, net sales decreased by $15.4 million or 38.4%[104]. - The company generated net sales of $6.7 million and $24.6 million for the three and nine months ended September 30, 2023, respectively, compared to $13.8 million and $40.0 million for the same periods in 2022[97]. - Sales of Motorola branded cable modems and gateways were the primary contributors to the decline in net sales[105]. - SaaS offerings saw a significant decrease, with sales dropping by $233 thousand or 98.4% in the three months ended September 30, 2023, and by $361 thousand or 68.9% during the nine months[105]. - The company's gross profit for the three months ended September 30, 2023, was a loss of $2.998 million, compared to a profit of $3.083 million in the same period in 2022[104]. - Operating loss for the three months ended September 30, 2023, was $6.722 million, an increase of 70.1% compared to the loss of $3.952 million in the same period in 2022[104]. - The company reported a net loss of $16.5 million for the nine months ended September 30, 2023[120]. Liquidity and Financial Stability - Cash and cash equivalents remained unchanged at $0.5 million from December 31, 2022, to September 30, 2023[96]. - The company reported $0.9 million of outstanding borrowings on its asset-based credit line as of September 30, 2023[96]. - The company has experienced material liquidity pressures and has conducted two reductions in force to lower operating expenses[98]. - Substantial doubt exists about the company's ability to continue as a going concern without additional liquidity[98]. - As of September 30, 2023, the company believes its current cash and cash equivalents, along with other working capital and borrowings, will not be sufficient to fund working capital requirements, capital expenditures, and operations for the next twelve months[125]. - The company has substantial doubt about its ability to continue as a going concern and will require additional liquidity to continue operations beyond the next 12 months[118]. Cost Management - Selling and marketing expenses decreased by 45.5% to $2.1 million for the three months ended September 30, 2023, compared to $3.8 million in the same period of 2022[110]. - General and administrative expenses decreased by 49.9% to $963 thousand for the three months ended September 30, 2023, compared to $1.9 million in the same period of 2022[112]. - Research and development expenses decreased by 47.6% to $687 thousand for the three months ended September 30, 2023, compared to $1.3 million in the same period of 2022[114]. - The company has implemented cost reduction plans to align its cost structure with sales and increase liquidity during 2023[125]. Future Outlook - The company expects gross margin to be subject to similar variabilities experienced in the first half of 2023 and in 2022, with ongoing risks related to supply chain disruptions[109]. - Future liquidity and capital requirements will be influenced by factors such as operating losses, sales timing, and ongoing research and product development[126]. - The company may require significant additional capital to pursue its growth strategy, and failure to raise capital could hinder execution of this strategy[127]. - The company plans to support commercialization efforts related to current and future products, including expansion of its direct sales force[130]. - Upgrades to information technology infrastructure are planned to enhance capabilities and improve overall productivity[130]. Tax and Operating Losses - The company has Federal and state net operating loss carry forwards of approximately $62.0 million and $37.3 million, respectively, available to reduce future taxable income[128]. - A full valuation allowance has been established for deferred income tax assets, indicating that it is more likely than not that the benefits from such assets will not be realized[128]. Capital Commitments - There were no material changes to capital commitments and contractual obligations during the nine months ended September 30, 2023, compared to the previous year[129]. - The company did not have any material off-balance sheet arrangements as of September 30, 2023[130].

Financial Performance - For the three months ended June 30, 2023, net sales decreased by $5.7 million or 44.1% compared to the same period in 2022, totaling $7.2 million[98]. - For the six months ended June 30, 2023, net sales decreased by $8.2 million or 31.4%, totaling $17.9 million[98]. - The gross profit for the three months ended June 30, 2023, was $486 thousand, a decrease of $2.1 million or 80.9% year-over-year[98]. - The operating loss for the three months ended June 30, 2023, was $5.5 million, an increase of $1.2 million or 27.4% compared to the same period in 2022[98]. - The company reported a net loss of $5.6 million for the three months ended June 30, 2023, compared to a net loss of $4.4 million in the same period of 2022, reflecting a 26.5% increase in losses[98]. Liquidity and Going Concern - Cash and cash equivalents decreased to $0.3 million as of June 30, 2023, down from $0.5 million on December 31, 2022[90]. - The company experienced material liquidity pressures due to supply disruptions and negative cash-flow positions, raising substantial doubt about its ability to continue as a going concern[92]. - There is substantial doubt regarding the company's ability to continue as a going concern, requiring additional liquidity to sustain operations beyond the next 12 months[113]. - As of June 30, 2023, the company had $2.4 million of borrowings outstanding and $25 thousand available on its $10.0 million SVB line-of-credit[111]. Sales and Revenue Breakdown - Sales of Motorola branded cable modems and gateways were the primary contributors to the decline in net sales[99]. - SaaS sales decreased by $72 thousand or 49.3% in the three months ended June 30, 2023, compared to the same period in 2022[99]. - Net sales for the three months ended June 30, 2023, were $17,947 thousand, a decrease of $5,669 thousand or 44.1% compared to the same period in 2022[102]. Cost and Expense Management - Gross margin for the three months ended June 30, 2023, was 6.8%, down from 19.7% in the prior year, primarily due to insufficient sales levels to cover fixed and variable costs[102]. - Selling and marketing expenses decreased by $243 thousand or 6.3% in the three months ended June 30, 2023, compared to the same period in 2022, mainly due to a reduction in personnel expenses[104]. - General and administrative expenses decreased by $448 thousand or 27.7% in the three months ended June 30, 2023, compared to the same period in 2022, primarily due to lower personnel and professional fees[106]. - Research and development expenses decreased by $187 thousand or 13.6% in the three months ended June 30, 2023, compared to the same period in 2022, but increased by 8.4% in the six months ended June 30, 2023[108]. Future Outlook and Investments - The company anticipates that future gross margin percentages will be influenced by variabilities in costs and potential disruptions from the pandemic[103]. - As of June 30, 2023, the company has Federal net operating loss carry forwards of approximately $59.8 million and state net operating loss carry forwards of approximately $34.2 million available to reduce future taxable income[123]. - A full valuation allowance has been established against the company's net deferred tax assets, indicating that it is more-likely than-not that the benefits from such assets will not be realized[123]. - The company is investing in the acquisition of equipment and fixed assets for current and future manufacturing and research and development facilities[125]. - Upgrades to the company's information technology infrastructure are being made to enhance capabilities and improve overall productivity[125]. - The company is supporting commercialization efforts related to current and future products, including the expansion of its direct sales force and field support resources[125]. - Continued advancement of research and development activities is a priority for the company[125].

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from________ to ________ Commission File Number 1-37649 MINIM, INC. (Address of Principal Executive Of ices) (Zip Code) Registrant's Telephone Number, Including A ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 or (617) 423-1072 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from: _____________ to _____________ Commission File Number: 1-37649 MINIM, INC. (Exact name of registrant as specified in its charter) (State or other jurisdiction ...

Minim, Inc. (NASDAQ:MINM) Q3 2022 Earnings Conference Call November 10, 2022 8:30 AM ET Company Participants James Carbonara – Investor Relations Mehul Patel – Chief Executive Officer Dustin Tacker – Chief Financial Officer Conference Call Participants Operator Good morning, and welcome to the Minim Third Quarter 2022 Financial Results Conference Call. All participants will be in listen-only mode. [Operator Instructions] After today's presentation, there will be an opportunity to ask questions. [Operator In ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from________ to ________ Commission File Number 1-37649 MINIM, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 04-2621506 (State or Other Juri ...

Minim, Inc. (NASDAQ:MINM) Q2 2022 Earnings Conference Call August 18, 2022 8:30 AM ET Company Participants James Carbonara - Hayden, Investor Relations Jeremy Hitchcock - Chairperson Mehul Patel - Chief Executive Officer Dustin Tacker - Chief Financial Officer Conference Call Participants Josh Nichols - B. Riley Operator Good day and thank you for standing by. Welcome to Minim's Q2, 2022 Earnings Call. At this time, all participants are in a listen-only mode. After the speakers' presentation, there will be ...

minim 1 Q2 2022 Results August 18, 2022 | 8:30 am EST © 2022 Minim Safe Harbor Statement This presentation has been prepared by Minim, Inc. (the "Company") solely for informational purposes based on its own information, as well as information from public sources. This presentation has been prepared to assist interested parties in making their own evaluation of the Company and does not propose to contain all of the information that may be relevant. In all cases, interested parties should conduct their own in ...

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from________ to ________ Commission File Number 1-37649 MINIM, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 04-2621506 (State or Other Jur ...