MINIM, INC. (Form: 8-K, Received: 08/16/2021 07:34:24)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 11, 2021

MINIM, INC.

(Exact Name Of Registrant As Specified In Its Charter)

Delaware

(State or Other Jurisdiction of Incorporation)

001-37649

04-2621506

(Commission

File Number)

(I.R.S. Employer

Identification No.)

848 Elm Street, Manchester, NH		03101
(Address of Principal Executive Offices)		(Zip Code)

(833) 966-4646

(Registrant’s Telephone Number, Including Area Code)

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, $0.01 par value per share		MINM		The Nasdaq Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by checkmark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01

Entry into a Material Definitive Agreement.

The disclosures provided in Item 2.01 of this Current Report on Form 8-K are hereby incorporated by reference into this Item 1.01.

Item 2.01

Completion of Acquisition or Disposition of Assets.

On August 11, 2021, Minim, Inc. (the “Company”) entered into an agreement with Zoom Video Communications, Inc. (“Zoom Video”) to sell, and sold, all of the Company’s right, title and interest in the ZOOM® trademark for cash consideration in the amount of $4 million (the “Disposition”).

Item 2.02

Results of Operations and Financial Condition.

On August 16, 2021, the Company issued a press release announcing its financial results for the quarter ended June 30, 2021. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

The information furnished pursuant to Item 2.02 of this Current Report on Form 8-K and in Exhibit 99.1 shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, is not subject to the liabilities of that section and is not deemed incorporated by reference in any filing of the Company’s under the Securities Act of 1933, as amended, except as otherwise expressly stated in such filing.

Except for historical information contained in the press release attached as an exhibit hereto, the press release contains forward-looking statements which involve certain risks and uncertainties that could cause actual results to differ materially from those expressed or implied by these statements. Please refer to the cautionary note in the press release regarding these forward-looking statements.

Item 9.01

Financial Statements and Exhibits.

(b) Pro forma financial information.

The unaudited pro forma consolidated financial information of the Company, giving effect to the Disposition, and the related notes, required by Rule 8-05 of Regulation S-X are incorporated by reference as Exhibit 99.2 hereto.

(d) Exhibits.

Exhibit Number		Title
10.1		Trademark Acquisition Agreement, dated as of August 11, 2021, by and between Minim, Inc. and Zoom Video Communications, Inc.†
99.1		Press release of Minim, Inc., dated August 16, 2021, announcing its financial results for the quarter ended June 30, 2021.
99.2		The unaudited pro forma consolidated financial statements.

†	The exhibits, disclosure schedules, and other schedules, as applicable, have been omitted pursuant to Item 601(a)(5) of Regulation S-K.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated:	August 16, 2021	MINIM, INC.

		By:	/s/ Sean Doherty
		Name:	Sean Doherty
		Title:	Chief Financial Officer

Exhibit 10.1

TRADEMARK ACQUISITION AGREEMENT

This TRADEMARK ACQUISITION AGREEMENT (“Agreement”), dated as of August ___, 2021 (the “Effective Date”), is made by and between Minim, Inc., formerly known as Zoom Telephonics, Inc., a Delaware corporation (“Seller”), and Zoom Video Communications, Inc., a Delaware corporation (“Buyer”).

WHEREAS, Seller wishes to sell to Buyer, and Buyer wishes to purchase from Seller, all right, title, and interest in and to certain Trademarks (as defined below) together with the goodwill connected with the use of and symbolized by such Trademarks, subject to the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1.	Purchase and Sale of Trademarks. Seller hereby irrevocably sells, assigns, transfers, and conveys to Buyer, and Buyer hereby accepts, all of Seller’s right, title, and interest in and to the following:

	(a)	All unregistered and registered trademarks and service marks throughout the world in the word ZOOM (regardless of goods and services with which it is used), in both stylized and unstylized form, with or without an associated design, including the goodwill therein (“Trademarks”). All current registrations, applications for registration, and renewals of such Trademarks are listed on Schedule 1.

	(b)	All material licenses, consent agreements, coexistence agreements, and similar contractual rights or permissions, whether exclusive or nonexclusive, Seller believes will be in force on or after the Effective Date related to any of the Trademarks, all of the foregoing listed on Schedule 2 (“Licenses”).

	(c)	All claims and causes of action with respect to any of the foregoing, whether accruing before, on, or after the Effective Date, including all rights to and claims for damages, restitution, and injunctive and other legal and equitable relief for past, present, and future infringement, dilution, violation, breach, or default.

	(d)	All other rights, privileges, and protections of any kind whatsoever of Seller accruing under any of the foregoing provided by any applicable law, treaty, or other international convention throughout the world.

Assumption of Licenses/No Liabilities. Subject to the terms and conditions set forth herein, Buyer hereby accepts Seller’s assignment of the Licenses, assumes all of Seller’s obligations under the Licenses, and agrees to perform all of the obligations of Seller under the Licenses accruing on and after the Effective Date, but only to the extent that such liabilities and obligations do not relate to any breach, default, or violation by Seller (“Assumed Liabilities”). Other than the Assumed Liabilities, Buyer neither assumes nor is otherwise liable for any obligations, claims, or liabilities of Seller of any kind, whether known or unknown, contingent, matured, or otherwise, whether currently existing or hereafter arising (collectively, “Excluded Liabilities”).

3.	Purchase Price.

	(a)	The aggregate purchase price for the Trademarks shall be Four Million US Dollars (US$4,000,000.00) (the “Purchase Price”).

	(b)	Buyer shall pay the Purchase Price within seven (7) business days of the full execution of this Agreement by the parties provided that Seller shall have delivered to Buyer a Form W-9 and further provided that Seller has provided the Deliverables set forth in Section 4(b) and 4(d). Payment shall be made in US dollars by wire transfer of immediately available funds to an account identified by Seller. The Deliverables set forth in Section 4(a) and 4(c) will be provided by Buyer upon receipt of the Purchase Price.

4.	Deliverables. Seller shall deliver to Buyer the following:

	(a)	An assignment in the form of Exhibit A (the “Assignment”) and duly executed by Seller;

	(b)	Copies of documents reflecting the chain of title from the entity identified as owner of the Trademarks at the trademark registries in all relevant jurisdictions to Minim, Inc., proof of the release of any and all security interests that any party may have in the Trademarks, and proof of the recordation of all of the foregoing documents at the trademark registries.

	(c)	The prosecution files for all Trademarks listed in Schedule 1 in such form and medium as reasonably requested by Buyer and reasonably available to Seller, together with a list of local prosecution counsel contacts and deadlines for actions to be taken concerning prosecution and maintenance of all Trademarks in the ninety (90) day period following the Effective Date.

	(d)	Copies of any Licenses and any consents, permissions, and agreements necessary for their transfer to Buyer.

5.	Seller’s Cessation of Use.

(a)

No later than six (6) months after the Effective Date, Seller shall cease all use of the Trademarks worldwide. Cessation shall include:

Seller no longer having in its control, manufacturing, or selling any products that will be labeled, branded or marketed using Trademarks;

	ii.	Removal of all public-facing marketing or advertising materials using the Trademarks except for historical press releases and documentation for discontinued products, which shall be hosted on the website at <minim.com>;

	iii.	Using the company names “Zoom Telephonics, Inc.” and “Zoom Connectivity, Inc.” only in a non-trademark way, always in full, and only to identify the historical corporate entity and not associated with any current or future products;

	iv.	The redirection of any zoom-formative domain names that Minim still owns to the Minim website;

	v.	Closing the accounts for, or if not permitted by the platform, no longer posting at, any social media handle containing the word “zoom”;

	vi.	Non-renewal of all zoom-formative domain names.

	(b)	Seller shall terminate all licenses to the Trademarks that can be terminated without cause or that can be terminated without breach, with termination to occur in as short a time as the contract permits. Excepted from the foregoing requirement are licenses needed by distributors and resellers to dispose of inventory that Seller manufactured and sold in compliance with the terms of this Agreement.

	(c)	Seller shall not subsequently adopt or use any new mark or name confusingly similar to the Trademarks or that may tend to dilute their distinctiveness.

6.	Further Assurances; Recordation.

	(a)	From and after the Effective Date, each of the parties hereto shall execute and deliver such additional documents, instruments, conveyances, and assurances, and take such further actions as may be reasonably required to carry out the provisions hereof and give effect to the transactions contemplated by this Agreement.

	(b)	Without limiting the foregoing, and without limiting Section 4(a), Seller shall execute and deliver to Buyer such assignments and other documents, certificates, and instruments of conveyance in a form satisfactory to Buyer and suitable for filing with trademark registries and other recording governmental authorities in all applicable jurisdictions (the “Trademark Offices”) (including with respect to legalization, notarization, apostille, certification, and other authentication) as necessary to vest in Buyer all of Seller’s right, title, and interest in and to the Trademarks in accordance with applicable law and to record that interest. As between Seller and Buyer, Buyer shall be responsible, at Buyer’s expense, for filing the Assignment and other necessary documents, certificates, and instruments of conveyance with the Trademark Offices. Upon Buyer’s reasonable request and at Buyer’s expense, Seller shall take any further steps and actions, and provide such cooperation and assistance, to Buyer and its successors, assigns, and legal representatives, including the execution and delivery of any affidavits, declarations, oaths, exhibits, assignments, powers of attorney, or other documents, as may be necessary to effect, evidence, or perfect the transaction contemplated by this Agreement. If Seller is unable to or fails to provide the necessary cooperation or assistance, Seller appoints Buyer and its duly authorized officers and agents as Seller’s agent and attorney-in-fact coupled with an interest, to act for and in its behalf to execute and file any documents and to undertake all other lawfully permitted acts to allow Buyer to secure and protect its rights in the Trademarks.

	(c)	Within fourteen (14) days of the later of (i) Buyer’s receipt of payment in full of the Purchase Price and (ii) the Effective Date, Seller shall withdraw, or shall cooperate with Buyer to withdraw, all adversarial actions in all jurisdictions that Seller has filed against Buyer’s trademark applications and registrations.

	(d)	Until the fifth anniversary of the Effective Date, Seller will provide, at Buyer’s expense, any available evidence reasonably required by Buyer for an infringement claim, the defense of challenges to the validity of the Trademarks, and for their maintenance.

	(e)	On request reasonably made by Buyer, Seller will confirm whether it has been involved in any adversarial action relating to the Trademarks with an identified third party and, if so, provide any available files relating to the action.

Representations and Warranties of Seller. Seller represents and warrants to Buyer that the statements contained in this Section 7 are true and correct as of the Effective Date and do not contain any untrue statement of material fact or omit any material fact necessary to make the statements contained in this Section 7 not misleading under the circumstances under which they were made. For purposes of this Section 7, “Seller’s knowledge,” “knowledge of Seller,” and similar phrases shall mean the actual knowledge of any director or officer of Seller after reasonable inquiry.

	(a)	Authority of Seller; Enforceability. Seller has the full organizational right, power, and authority to enter into this Agreement and perform its obligations hereunder. The execution, delivery, and performance of this Agreement by Seller have been duly authorized by all necessary organizational action of Seller, and when executed and delivered by both parties, this Agreement will constitute a valid, and legally binding obligation of Seller, enforceable against Seller in accordance with its terms and conditions, subject to limitations on enforcement and other remedies imposed by or arising under or in connection with (i) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to or affecting rights of creditors generally, and (ii) rules of law and general principles of equity, including those governing specific performance, injunctive relief and other equitable remedies.

	(b)	No Conflicts; Consents. Except for the consent from Silicon Valley Bank (“SVB”) required under that certain Loan and Security Agreement, dated as of March 12, 2021 (the “Loan Agreement”), which consent has been obtained, the execution, delivery, and performance by Seller of this Agreement, and the consummation of the transactions contemplated hereby, do not and will not: (i) violate or conflict with the certificate of incorporation, by-laws, or other organizational documents of Seller, (ii) violate or conflict with any judgment, order, decree, statute, law, ordinance, rule, or regulation, (iii) conflict with, or result in (with or without notice or lapse of time or both), any violation of or default under, or give rise to a right of termination, acceleration, or modification of any obligation or loss of any benefit under, any contract or other instrument to which this Agreement or any of the Trademarks are subject, or (iv) result in the creation or imposition of any encumbrances on the Trademarks. Except for the consent from SVB, no consent, approval, waiver, or authorization (other than as may be found in the Licenses) is required to be obtained by Seller from any person or entity (including any governmental authority) in connection with the execution, delivery, and performance by Seller of this Agreement and for Buyer to have all of Seller’s rights to register, own, and use the Trademarks.

	(c)	Ownership. Seller owns all right, title, and interest in and to the Trademarks, free and clear of liens, security interests, and other encumbrances (other than the Licenses).

	(d)	Registrations and Applications. Schedule 1 contains a correct, current, and complete list of all registrations and applications for registration owned by Seller in the Trademarks. All required filings and fees related to the trademark registrations and applications listed on Schedule 1 have been timely filed with and paid to the Trademark Offices, and all such trademark registrations and applications are in good standing.

	(e)	Validity and Enforceability. The Trademarks are valid, subsisting, and enforceable by Seller in the jurisdictions listed on Schedule 1, and are not subject to any pending or, to Seller’s knowledge, threatened challenge or claim to the contrary except for Cancellation No. 92076523 filed by Seller (the “Cancellation”) and Buyer’s adversarial actions against Seller. No event or circumstance (including any failure to exercise adequate quality control or any assignment in gross without the accompanying goodwill) has occurred or exists that has resulted in, or would reasonably be expected to result in, the abandonment of any Trademark.

	(f)	Non-Infringement. To Seller’s knowledge, no person has infringed or is currently infringing any of the Trademarks.

	(g)	Legal Actions. There are no actions (including any opposition or cancellation proceedings) pending or, to Seller’s knowledge, threatened (including in the form of offers to obtain a license): (i) alleging any infringement, misappropriation, dilution, or other violation of the intellectual property rights of any third party based on the use or exploitation of any Trademarks, (ii) except for the Cancellation and Buyer’s adversarial actions against Seller, challenging the validity, enforceability, registrability, or ownership of any Trademarks or Seller’s rights with respect thereto, or (iii) by Seller or any third party alleging any infringement or other violation by any third party of any Trademarks.

	(h)	Licenses. Seller has provided Buyer with true and complete copies of all Licenses (or in the case of any oral agreements, a complete and accurate written description thereof), including all modifications, amendments, and supplements thereto and waivers thereunder. Each License is valid, binding, and enforceable between Seller and the other parties thereto, subject to limitations on enforcement and other remedies imposed by or arising under or in connection with (i) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to or affecting rights of creditors generally, and (ii) rules of law and general principles of equity, including those governing specific performance, injunctive relief and other equitable remedies. Neither Seller nor, to Seller’s knowledge, any other party thereto is in breach of or default under (or is alleged to be in breach of or default under) any License in any material respect, or has provided or received any notice of breach of, default under, or any actual or intended termination of any License.

(i)

No Other Representations or Warranties. Except for the representations and warranties contained in this Section 7, Seller has not made and makes no other express or implied representation or warranty, either oral or written, whether arising by law or otherwise, including with respect to the ownership, registration, validity, enforcement, or use of the Trademarks, all of which are expressly disclaimed.

Representations and Warranties of Buyer. Buyer represents and warrants to Seller that the statements contained in this Section 8 are true and correct as of the Effective Date and do not contain any untrue statement of material fact or omit any material fact necessary to make the statements contained in this Section 8 not misleading under the circumstances under which they were made.

	(a)	Authority of Buyer; Enforceability. Buyer has the full organizational right, power, and authority to enter into this Agreement and perform its obligations hereunder. The execution, delivery, and performance of this Agreement by Buyer have been duly authorized by all necessary organizational action of Buyer, and when executed and delivered by both parties, this Agreement will constitute a valid and legally binding obligation of Buyer enforceable against Buyer in accordance with its terms and conditions, subject to limitations on enforcement and other remedies imposed by or arising under or in connection with (i) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to or affecting rights of creditors generally, and (ii) rules of law and general principles of equity, including those governing specific performance, injunctive relief and other equitable remedies.

	(b)	No Conflicts; Consents. The execution, delivery, and performance by Buyer of this Agreement, and the consummation of the transactions contemplated hereby, do not and will not: (i) violate or conflict with the certificate of incorporation, by-laws, or other organizational documents of Buyer, or (ii) violate or conflict with any judgment, order, decree, statute, law, ordinance, rule, or regulation. No consent, approval, waiver, or authorization is required to be obtained by Buyer from any person or entity (including any governmental authority) in connection with the execution, delivery, and performance by Buyer of this Agreement.

	(c)	No Other Representations or Warranties. Except for the representations and warranties contained in this Section 8, Buyer has not made and makes no other express or implied representation or warranty, either oral or written, whether arising by law or otherwise.

9.	Indemnification.

	(a)	Survival. All representations, warranties, covenants, and agreements contained herein and all related rights to indemnification shall continue in full force and effect following the Effective Date.

	(b)	Seller shall defend, indemnify, and hold harmless Buyer, Buyer’s affiliates, and their respective shareholders, directors, officers, and employees (each, a “Buyer Indemnified Party”) from and against all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, fees, costs, or expenses of whatever kind, including reasonable attorneys’ fees, the cost of enforcing any right to indemnification hereunder, and the cost of pursuing any insurance providers (collectively, “Losses”) arising out of any third-party claim, suit, action, or proceeding (each, a “Third-Party Claim”) related to (i) any actual material inaccuracy in, or material breach or non-fulfillment of, any representation, warranty, covenant, agreement, or obligation of Seller contained in this Agreement ; or (ii) any Excluded Liabilities; provided that in no event shall Seller’s liability hereunder exceed the Purchase Price and in no event shall Seller be liable for any exemplary, punitive or consequential damages except to the extent recovered by a third party.

	(c)	Buyer shall defend, indemnify, and hold harmless Seller, Seller’s affiliates, and their respective shareholders, directors, officers, and employees (each, a “Seller Indemnified Party”) from and against all Losses arising out of or in connection with any Third-Party Claim related to any actual material inaccuracy in, or material breach or non-fulfillment of, any representation, warranty, covenant, agreement, or obligation of Buyer contained in this Agreement; (ii) any Assumed Liabilities; or (iii) any liabilities or obligation relating to the Trademarks that arise or accrue after the Effective Date except for Excluded Liabilities.

	(d)	A Buyer Indemnified Party or Seller Indemnified Party (“Indemnified Party”) shall promptly notify the party from whom it is seeking indemnification (“Indemnifying Party”) upon becoming aware of a Third-Party Claim with respect to which the Indemnifying Party is obligated to provide indemnification under this Section 9 (“Indemnified Claim”). The Indemnifying Party shall promptly assume control of the defense and investigation of the Indemnified Claim, with counsel reasonably acceptable to the Indemnified Party, and the Indemnified Party shall fully cooperate with the Indemnifying Party in connection therewith, in each case at the Indemnifying Party’s sole cost and expense. The Indemnified Party may participate in the defense of such Indemnified Claim with counsel of its own choosing and at its own cost and expense. The Indemnifying Party shall not settle any Indemnified Claim on any terms or in any manner that adversely affects the rights of any Indemnified Party without such Indemnified Party’s prior written consent (which consent shall not be unreasonably withheld, conditioned, or delayed). If the Indemnifying Party fails or refuses to assume control of the defense of such Indemnified Claim, the Indemnified Party shall have the right, but no obligation, to defend against such Indemnified Claim, including settling such Indemnified Claim after giving notice to the Indemnifying Party, in each case in such manner and on such terms as the Indemnified Party may deem appropriate. Neither the Indemnified Party’s failure to perform any obligation under this Section 9(d) nor any act or omission of the Indemnified Party in the defense or settlement of any Indemnified Claim shall relieve the Indemnifying Party of its obligations under this Section 9, including with respect to any Losses, except to the extent that the Indemnifying Party can demonstrate that it has been materially prejudiced as a result thereof. Any payment pursuant to Section 9(d) shall be treated by the parties as an adjustment to the Purchase Price for tax and accounting purposes.

10.	Equitable Remedies.

(a)

Seller acknowledges that (a) a breach or threatened breach by Seller of any of its obligations under this Agreement would give rise to irreparable harm to Buyer for which monetary damages would not be an adequate remedy and (b) if a breach or a threatened breach by Seller of any such obligations occurs, Buyer will, in addition to any and all other rights and remedies that may be available to Buyer at law, at equity, or otherwise in respect of such breach, be entitled to equitable relief, including a restraining order, an injunction, specific performance, and any other relief that may be available from a court of competent jurisdiction, without any requirement to (i) post a bond or other security, or (ii) prove actual damages or that monetary damages will not afford an adequate remedy.

(b)

Until the Purchase Price is paid in full, Buyer acknowledges that (a) a breach or threatened breach by Buyer of any of its obligations under this Agreement would give rise to irreparable harm to Seller for which monetary damages would not be an adequate remedy and (b) if a breach or a threatened breach by Buyer of any such obligations occurs, Seller will, in addition to any and all other rights and remedies that may be available to Seller at law, at equity, or otherwise in respect of such breach, be entitled to equitable relief, including a restraining order, an injunction, specific performance, and any other relief that may be available from a court of competent jurisdiction, without any requirement to (i) post a bond or other security, or (ii) prove actual damages or that monetary damages will not afford an adequate remedy.

11.	Confidentiality.

	(a)	Confidentiality and Use. Unless express, written consent is given, neither party shall disclose to any third party (other than their respective employees or professional advisors in their capacity as such) any information about the negotiation or the terms of this Agreement, with the sole exception that Exhibit A may be provided to Trademark Offices for purposes of recording the assignments effected by this Agreement. The parties agrees: (i) not to use any information that is of a sensitive, proprietary, or confidential nature, whether written or oral, concerning the Trademarks or the other party’s use thereof in the conduct of its business other than as strictly necessary to exercise its rights or perform its obligations under this Agreement; (ii) not to use any such information, directly or indirectly, in any manner to the detriment of the other party or to obtain any competitive advantage relative to the other party; and (iii) to maintain such information in strict confidence, and not to use or disclose such information without the other party’s prior written consent. Notwithstanding the foregoing, Buyer acknowledges that Seller will be required to, and will, file a Current Report on Form 8-K relating to this Agreement and the transaction contemplated hereby and hereby consents to such filing and any associated disclosure.

	(b)	Compelled Disclosures. Except as otherwise provided in Section 11(a), if either party is compelled to disclose any information with respect to the terms of this Agreement or any information that is of a sensitive, proprietary, or confidential nature concerning the Trademarks or otherwise concerning the business of the other party, by judicial or administrative process or by other requirements of law, such party shall: (i) promptly notify the other party in writing, giving the other party an opportunity to seek a protective order or other relief from disclosure, (ii) disclose only that portion of such information that it is advised by counsel in writing is legally required to be disclosed, and (iii) use reasonable best efforts to obtain an appropriate protective order or other reasonable assurance that confidential treatment will be accorded such information.

12.	Miscellaneous.

	(a)	Interpretation. This Agreement is to be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting an instrument. The Schedules and Exhibits referred to herein are intended to be construed with, and as an integral part of, this Agreement to the same extent as if they were set forth verbatim herein.

	(b)	Notices. All notices, requests, consents, claims, demands, waivers, and other communications hereunder shall be in writing and shall be deemed to have been given: (i) when delivered by hand (with written confirmation of receipt); (ii) when received by the addressee if sent by a nationally recognized overnight courier (receipt requested); (iii) on the date sent by email (with confirmation of transmission); and (iv) when received by addressee when mailed, by certified or registered mail (in each case, return receipt requested, postage prepaid). Such communications must be sent to the respective parties at the following addresses or at such other address for a party as shall be specified in a notice given in accordance with this Section 12(b):

If to Seller:	Address:	Minim, Inc.
		848 Elm Street
		Manchester, NH 03101
	Email:	gray@minim.com
	Attention:	Chief Executive Officer

	With a copy to:

		John L. DuPre’
		Hamilton, Brook, Smith & Reynolds, P.C.
		530 Virginia Road
		Concord, MA 01742
		John.dupre@hbsr.com

If to Buyer:	Address:	Zoom Video Communications, Inc.
		55 Almaden Blvd., 6^th Floor
		San Jose, CA 95113
	Email:	legal-counsel@zoom.us
	Attention:	General Counsel

(c)

Entire Agreement. This Agreement and all related exhibits and schedules constitute the sole and entire agreement of the parties to this Agreement with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings and agreements, both written and oral, with respect to such subject matter. In the event of any inconsistency between the statements in the body of this Agreement and the related exhibits and schedules, the statements in the body of this Agreement shall control.

	(d)	Severability. If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.

	(e)	Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns.

	(f)	Governing Law; Venue. All matters arising out of or relating to this Agreement shall be governed by and construed in accordance with the internal laws of the State of California without giving effect to any choice or conflict of law provision or rule.

	(g)	Amendment and Modification. This Agreement may only be amended, modified, or supplemented by an agreement in writing signed by each party hereto.

	(h)	Waiver. No waiver by any party of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the party so waiving. Except as otherwise set forth in this Agreement, no failure to exercise, or delay in exercising, any right, remedy, power, or privilege arising from this Agreement shall operate or be construed as a waiver thereof; and any single or partial exercise of any right, remedy, power, or privilege hereunder shall not preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.

	(i)	Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall be deemed to be one and the same agreement. A party’s electronic signature shall be given the same legal force and effect as a handwritten signature. A signed copy of this Agreement delivered by facsimile, email, or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original signed copy of this Agreement.

IN WITNESS WHEREOF, Seller and Buyer have caused this Agreement to be executed as of the date first written above by their respective duly authorized officers.

Minim, Inc.		Zoom Video Communications, Inc.

By:	/s/ Graham Chynoweth	By:	/s/ Jeff True
Name:	Graham Chynoweth	Name:	Jeff True
Title:	Chief Executive Officer	Title:	General Counsel
Date:	August 11, 2021	Date:	August 11, 2021

Exhibit 99.1

Minim Reports Accelerating Revenue Growth of 45% in Q2 2021

Gross Margin Exceeds 30% on Increasing ASP and Solid Operational Execution; Completes Uplist to NASDAQ and $25 Million Public Offering

Manchester, NH, Aug. 16, 2021 (GLOBE NEWSWIRE) — via NewMediaWire — Minim, Inc. (NASDAQ: MINM) (“Minim”), the creator of intelligent networking products under the globally recognized Motorola brand, today reported second quarter financial results for the period ended June 30, 2021.

Q2 2021 Financial Highlights:

	●	Net revenue of $14.9 million, up 45% year over year from $10.3 million in Q2 2020, exceeding the growth rate of 26% recorded in Q2 2020.
	●	Revenue Bookings of $15.6 million; total deferred revenue as of June 30, 2021 increased 279% compared to Q1 2021.
	●	Continued improvement in gross margin at 30.1%, up 940 basis points year-over-year compared to 20.7% in Q2 2020.
	●	Net loss of $1.6 million, including a $500 thousand one-time material scrap expense within cost of goods sold marking the completion of a warehouse organization and optimization project and the use of increased air freight to meet the significant increase in Amazon Prime Day demand experienced by Minim this year, compared to a net loss of $1.5 million in Q2 2020 and a net loss of $546,000 in Q1 2021.

Recent Business Highlights

	●	Amazon Prime Day sales exceeded the prior four years’ Prime Day performance combined.
	●	Added retailers HSN, Home Depot, Lowes, Sam’s Club, and BJ’s Wholesale to its sales channels.
	●	Awarded first of two software patents that are fundamental to intelligent WiFi.
	●	Selected by South African service provider Vox to provide AI-driven cloud software platform, mobile app, and customer care portal to underpin their Vox Wi-Fi Home Manager offering on MikroTik routers; Minim’s mobile app offers subscribers WiFi management, network security, parental controls, and more.
	●	Began trading as a NASDAQ listed company on July 7, 2021.
	●	Closed a $25 million public offering of common stock for general corporate and working capital purposes, which may include new product development and expansion into global markets.
	●	Completed trademark asset sale to Zoom Video Communications, Inc. for $4.0 million.

Gray Chynoweth, Chief Executive Officer of Minim, said, “Our second quarter results reflect accelerating momentum fueled by increasing adoption of our products, deeper market penetration, higher average price points for our bundled solutions and effective management of our supply chain. We delivered exceptional year-over-year growth at a rate of 45%, despite the second quarter typically being our seasonally slower quarter and the macro-level supply chain challenges that are impacting businesses globally. Our operational execution reinforces our confidence in continued growth and expansion to deliver meaningful value for our shareholders.”

Sean Doherty, Chief Financial Officer of Minim, commented, “Revenue Bookings grew by more than 50% year-over-year versus Q2 2020 elevating our deferred revenue balance by an additional $738,000 in the second quarter, reflecting increased sales of subscription services and extending our runway for future revenue recognition. The health of our balance sheet was reinforced with a capital raise of $25 million subsequent to quarter end, equipping us with the financial resources to invest in continued growth.”

Deferred revenue as of June 30, 2021 was $1.0 million compared with $0.3 million as of March 31, 2021.

Net loss in the second quarter of 2021 was $1.6 million compared to a net loss of $1.5 million in the second quarter of 2020. Sequentially, this compares to a net loss of $546,000 in the first quarter of 2021. Net loss per share on a GAAP basis for the second quarter of 2021 was ($0.04), compared with ($0.07) in the comparable period of Q2 2020, and ($0.02) in the prior quarter in Q1 2021.

Non-GAAP Adjusted EBITDA in the second quarter of 2021 was ($0.3) million when adjusted for $0.2 million in stock based compensation expense and $0.7 million of revenue bookings, a ($0.8) million year over year decrease compared to $0.5 million in the second quarter of 2020, which was normalized for $1.0 million of tariff expense and $0.9 million of air freight expense. On a sequential quarter over quarter basis, this represents a ($0.6) million decrease compared to a gain of $0.3 million in the first quarter of 2021.

At the end of Q2 2021, the company had $1.6 million cash, cash equivalents and restricted cash compared to $1.2 million at the end of Q1 2021. The company had $2.8 million in availability for borrowing under its $13.0 million credit facility at June 30, 2021. The Q2 2021 ending cash balance has been subsequently increased with the closing of the $25 million (gross proceeds) public offering.

Business Outlook

“Our trailing 12 month sales as of June 30th outperformed our product category in US retail by 17% according to NPD Group market research,” said Nicole Zheng, President and CMO of Minim. “This is evidence that we’re bringing stand-out products to market. We look forward to Back to School season sales and launching our powerful WiFi 6 product family and exciting mobile app features in the second half of the year. We continue to light up new and exciting retail sales channels in the U.S. and now India.”

Non-GAAP Financial Measures

In addition to financial measures prepared in accordance with generally accepted accounting principles in the United States (“GAAP”), this news release contains the non-GAAP financial measures Adjusted EBITDA, which we define as GAAP net income (loss) plus depreciation of fixed assets and amortization of intangible assets, other (expense) income, net, income tax provision, Revenue Bookings (defined below), material one-time expenses and income, and stock-based compensation expenses, and Revenue Bookings, which we define as GAAP Revenue, which was $14.9 million for Q2 2021, plus the change in Deferred Revenue recorded within the financial reporting period being disclosed, which amounted to $0.7 million for Q2 2021.

We use these non-GAAP financial measures in internal forecasts and models when establishing internal operating budgets, supplementing the financial results and forecasts reported to our Board of Directors, and evaluating short-term and long-term operating trends in our operations. We believe that these measures provide an enhanced understanding of our underlying operational measures to manage the business, to evaluate performance compared to prior periods and the marketplace, and to establish operational goals.

Minim believes that these non-GAAP financial measures are also useful to investors and analysts in comparing its performance across reporting periods on a consistent basis. These supplemental financial measures exclude temporary supplemental air freight resulting from supply chain interruptions resulting from a global pandemic; China tariffs as the company believes these costs are not part of normal business operations (the imposed tariff rates increased mid-2019 from 10% to 25% on the value of imported goods and remained at 25% until the company relocated its manufacturing source from China to Vietnam by June 2020); costs incurred and related to the merger with Zoom Connectivity, Inc. as the company deems these costs as one-time in nature; and the one-time income from the forgiveness of the Payroll Protection Program loan.

These non-GAAP financial measures should not be considered in isolation or as a substitute for financial information provided in accordance with GAAP. These financial measures may not be computed in the same manner as similarly titled measures used by other companies. We expect to continue to incur expenses similar to the financial adjustments described above and investors should not infer from our presentation of these non-GAAP financial measures that these costs are unusual, infrequent or non-recurring.

Conference Call Details Date/Time:

Minim will host a conference call today, August 16, 2021, at 8:30 a.m. ET to discuss these results. To participate, please access the live webcast at https://ir.minim.com, or by dialing (866) 393-7958 (US) or (706) 643-5255 (international) and referencing code 3495449.

A slide presentation will accompany management’s remarks and will be accessible five minutes prior to the start of the call via the following link: https://ir.minim.com. A recording of the call will also be made available afterwards through the investor information section of the company’s website.

About Minim

Minim, Inc. (NASDAQ: MINM) is the creator of intelligent networking products that dependably connect people to the information they need and the people they love. Headquartered in Manchester, NH, the company delivers smart software-driven communications products under the globally recognized Motorola brand. Minim end users benefit from a personalized and secure WiFi experience, leading to happy and safe homes where things just work. To learn more, visit https://www.minim.com.

MOTOROLA and the Stylized M Logo are trademarks or registered trademarks of Motorola Trademark Holdings, LLC and are used under license.

Media Contact:

Grace McElroy at (914) 643-5260 or grace@minim.com

Investor Relations Contact:

James Carbonara, Hayden IR at (646) 755-7412 or james@haydenir.com

About Motorola Strategic Brand Partnerships

For over 90 years the Motorola brand has been known around the world for high quality, innovative and trusted products. Motorola’s Strategic Brand Partnership program seeks to leverage the power of this iconic brand by teaming with dynamic companies who offer unique, high quality products that enrich consumers’ lives. Strategic brand partners work closely with Motorola engineers while developing and manufacturing their products, ensuring that their products meet the exacting safety, quality, and reliability standards that consumers have come to expect from Motorola. To learn more about Motorola strategic brand partnerships, follow us @ShopMotorola.

Forward-Looking Statements

This press release contains “forward-looking statements”, within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. Such forward-looking statements relate to Minim’s plans, expectations, and intentions. Actual results may be materially different from expectations as a result of known and unknown risks, including: risks associated with Minim’s potential inability to realize intended benefits of the merger; the potential increase in tariffs on the company’s imports; potential difficulties and supply interruptions from moving the manufacturing of most of the company’s products to Vietnam; risks relating to global semiconductor shortages; potential changes in NAFTA; the potential need for additional funding which Minim may be unable to obtain; declining demand for certain of Minim’s products; delays, unanticipated costs, interruptions or other uncertainties associated with Minim’s production and shipping; Minim’s reliance on several key outsourcing partners; uncertainty of key customers’ plans and orders; risks relating to product certifications; Minim’s dependence on key employees; uncertainty of new product development, including certification and overall project delays, budget overruns; the risk that newly introduced products may contain undetected errors or defects or otherwise not perform as anticipated; costs and senior management distractions due to patent related matters; risks from a material weakness in our internal control over financial reporting; the impact of the COVID-19 pandemic; and other risks set forth in Minim’s filings with the Securities and Exchange Commission. Minim cautions readers not to place undue reliance upon any such forward-looking statements, which speak only as of the date made. Minim expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any such statements to reflect any change in Minim’s expectations or any change in events, conditions or circumstance on which any such statement is based.

MINIM, INC.

Consolidated Balance Sheet

(Unaudited)

(in thousands, except share data)

	June 30,			December 31,
	2021			2020
	(Unaudited)
ASSETS
Current assets
Cash and cash equivalents	$	812		$	772
Restricted cash		750			800
Accounts receivable, net		9,255			9,203
Inventories, net		19,579			16,505
Prepaid expenses and other current assets		304			399
Total current assets		30,700			27,679

Equipment, net		634			455
Operating lease right-of-use assets, net		91			87
Goodwill		59			59
Intangible assets, net		333			389
Other assets		846			942
Total assets	$	32,663		$	29,611

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities
Bank credit line	$	7,229		$	2,442
Accounts payable		12,205			11,745
Current maturities of long-term debt		60			65
Current maturities of operating lease liabilities		93			66
Accrued expenses		5,045			7,465
Deferred revenue, current		350			––
Total current liabilities	$	24,982		$	21,783

Long-term debt, less current maturities		––			15
Operating lease liabilities, less current maturities		––			22
Deferred revenue, noncurrent		653			––
Total liabilities	$	25,635		$	21,820

Stockholders’ equity
Common stock: Authorized: 40,000,000 shares at $0.01 par value; issued and outstanding: 35,631,239 shares at June 30, 2021 and 35,074,922 shares at December 31, 2020, respectively		356			351
Additional paid in capital		65,858			64,527
Accumulated deficit		(59,186	)		(57,087	)
Total stockholders’ equity		7,028			7,791
Total liabilities and stockholders’ equity	$	32,663		$	29,611

MINIM, INC.

Consolidated Statements of Operations

(Unaudited)
(in thousands, except per share data)

	Three Months Ended June 30,						Six Months Ended June 30,
	2021			2020			2021			2020

Net sales	$	14,893		$	10,273		$	29,911		$	22,228
Cost of sales		10,415			8,149			20,329			17,009
Gross profit		4,478			2,124			9,582			5,219

Operating expenses:
Selling and marketing		3,209			2,283			6,383			4,638
General and administrative		1,327			716			2,404			1,544
Research and development		1,386			644			2,775			1,297
Total operating expenses		5,922			3,643			11,562			7,479

Operating loss		(1,444	)		(1,519	)		(1,980	)		(2,260	)

Other income (expense):
Interest income (expense), net		(78	)		(3	)		(106	)		(7	)
Other income (expense), net		––			1			20			––
Total other income (expense)		(78	)		(2	)		(86	)		(7	)

Loss before income taxes		(1,522	)		(1,521	)		(2,066	)		(2,267	)

Income taxes		32			7			33			13

Net loss	$	(1,554	)	$	(1,528	)	$	(2,099	)	$	(2,280	)

Net loss per share:
Basic and diluted	$	(0.04	)	$	(0.07	)	$	(0.06	)	$	(0.10	)


Basic and diluted weighted average common and common equivalent shares		35,482			22,275			35,369			21,776

MINIM, INC.

Reconciliation of GAAP to Non-GAAP Measures

(Unaudited)

(in thousands, except share data)

	Three Months Ended June 30,
	2021			2020

GAAP net loss to Non-GAAP Adjusted EBITDA reconciliation:
GAAP-based net loss	$	(1,554	)	$	(1,528	)
Add: Other income and taxes		110			8
Add: Depreciation and Amortization		170			32
GAAP-based EBITDA		(1,274	)		(1,488	)
Adjustments to GAAP-based EBITDA:
Add: GAAP sales net to revenue bookings		738			––
Add: Tariffs and air freight		––			1,920
Add: Stock-based compensation expense		211			68
Total adjustments		949			1,988
Non-GAAP-based Adjusted EBITDA	$	(325	)	$	500

	Six Months Ended June 30,
	2021			2020
GAAP net loss to Non-GAAP Adjusted EBITDA reconciliation:
GAAP-based net loss	$	(2,099	)	$	(2,280	)
Add: Other income and taxes		119			20
Add: Depreciation and Amortization		337			67
GAAP-based EBITDA		(1,643	)		(2,193	)
Adjustments to GAAP-based EBITDA:
Add: GAAP sales net to revenue bookings		1,003			––
Add: Tariffs and air freight		––			3,413
Add: Stock-based compensation expense		616			195
Total adjustments		1,619			3,608
Non-GAAP-based Adjusted EBITDA	$	(24	)	$	1,415

Exhibit 99.2

UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS

The following unaudited pro forma financial information gives effect to the Disposition as if the Disposition had occurred on January 1, 2020. The unaudited Pro Forma Consolidated Financial Statements should be read in conjunction with our unaudited Pro Forma Consolidation Balance Sheet and Pro Forma Consolidated Statement of Operations appearing herein and our historical financial statements and notes hereto as filed in our annual report on Form 10-K and 10-K/A for the year ended December 31, 2020, filed with the Securities and Exchange Commission (the “SEC”) on April 13, 2021 and April 30, 2021, respectively.

The accompanying unaudited pro forma balance sheet as of December 31, 2020, giving effect to the Disposition, as if the Disposition event had occurred on January 1, 2020. The accompanying unaudited pro forma statement of operations for the twelve months ended December 31, 2020, giving effect to the Disposition as if the Disposition event had occurred on January 1, 2020, the first day of the Company’s calendar year ended December 31, 2020.

The accompanying pro forma adjustments are based on estimates that have been made solely for the purpose of providing unaudited pro forma financial information prepared in accordance with the rules and regulations of the SEC. The unaudited pro forma financial information does not purport to represent the actual results of operations that the Company would have achieved had the Disposition been completed on January 1, 2020.

The Company has prepared the following unaudited pro forma financial information pursuant to the requirements of Rule 8-05 of Regulation S-X, as amended by SEC Final Rule Release No. 33-10786, Amendments to Financial Disclosures About Acquired and Disposed Businesses. The unaudited pro forma financial information is presented to illustrate the transaction accounting adjustments related to the Disposition. The unaudited pro forma financial information is not intended to project the future results of operations that the Company may achieve after the Disposition.

UNAUDITED PRO FORMA BALANCE SHEET

	As of December 31, 2020 (1)			Pro Forma Adjustments			Pro Forma

ASSETS
Current Assets
Cash and cash equivalents	$	771,757		$	4,000,000	(a)	$	4,771,757
Restricted cash		800,000			-			800,000
Accounts receivable, net		9,203,334			-			9,203,334
Inventories, net		16,504,840			-			16,504,840
Prepaid expenses and other current assets		399,119			-			399,119
Total current assets		27,679,050			-			31,679,050

Equipment, net		455,066			-			455,066
Operating lease right-of-use asset, net		86,948			-			86,948
Goodwill		58,872			-			58,872
Intangible assets, net		388,629			-			388,629
Other assets		942,404			-			942,404
Total assets	$	29,610,969		$	4,000,000		$	33,610,969

Current Liabilities
Accounts payable	$	11,744,834		$	-		$	11,744,834
Current maturities of long-term debt		2,507,471			-			2,507,471
Current maturities of operating lease liabilities		65,651			-			65,651
Accrued other expenses		7,465,063			-			7,465,063
Total current liabilities		21,783,019			-			21,783,019

Long-term debt, less current maturities		15,245			-			15,245
Operating lease liabilities, less current maturities		22,235			-			22,235
Total liabilities	$	21,820,499		$	-		$	21,820,499

Stockholders’ (deficit) equity
Common stock: Authorized 40,000,000 shares at $0.01 par value; Issued and outstanding 35,074,922 shares		350,749			-			350,749
Additional paid-in capital		64,526,664			-			64,526,664
Accumulated deficit		(57,086,943	)		4,000,000	(a)		(53,086,943	)
Total stockholders’ (deficit) equity		7,790,470			4,000,000			11,790,470
Total liabilities and stockholders’ (deficit) equity	$	29,610,969		$	4,000,000		$	33,610,969

(1)	Source: Audited financial statements of Minim, Inc. (formerly known as Zoom Telephonics, Inc.) obtained from the Company’s Form 10-K and Form 10-K/A filed with the SEC for the year ended December 31, 2020.

UNAUDITED PRO FORMA STATEMENT OF OPERATIONS

	Twelve Months Ended December 31, 2020 (1)			Pro Forma Adjustments			Pro Forma

Total revenue	$	47,988,549		$	-		$	47,988,549

Cost of sales		34,382,314			-			34,382,314

Gross profit		13,606,235			-			13,606,235

Operating expenses:
Selling expenses		9,154,685			-			9,154,685
General and administrative expenses		5,443,529			-			5,443,529
Research and development expenses		3,828,223			-			3,828,223
Total operating expenses		18,426,437			-			18,426,437

Operating loss		(4,820,202	)		-			(4,820,202	)

Other income (expense):
Interest income		1,081			-			1,081
Interest expense		(48,552	)		-			(48,552	)
Other expense		(21,356	)		-			(21,356	)
Gain on forgiveness of debt		1,057,330			-			1,057,330
Gain on disposition of tradename		-			4,000,000	(aa)		4,000,000
Total other income		988,503			4,000,000			4,988,503

Income (loss) before income taxes		(3,831,699	)		4,000,000			168,301

Income taxes		26,716			-			26,716
Net loss	$	(3,858,415	)	$	4,000,000		$	141,585

Basic and diluted net loss per share	$	(0.15	)		-		$	(0.01	)

Weighted average common and common equivalent shares (Basic and Diluted)		25,300,976			-			25,300,976

(1)	Source: Audited financial statements of Minim, Inc. (formerly known as Zoom Telephonics, Inc.) obtained from the Company’s Form 10-K and Form 10-K/A filed with the SEC for the year ended December 31, 2020.

ADJUSTMENTS TO UNAUDITED PRO FORMA BALANCE SHEET

(a)

The pro forma adjustments represent the adjustments necessary to reflect the sale proceeds and gain on the sale of the Disposition. The Company did not have a carrying basis in the tradename that was subject to the Disposition.

ADJUSTMENTS TO UNAUDITED PRO FORMA STATEMENT OF OPERATIONS

(aa)

The pro forma adjustments represent the adjustments necessary to reflect the gain on the sale of the Disposition.