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CORRESP
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11
January 2023

Heather
Clark

Office
of Manufacturing

Division
of Corporation Finance

U.S.
Securities and Exchange Commission

Washington,
D.C. 20549

Re:
Comment Letter dated December 21, 2022; File No. 001-37649

In
response to the U.S. Securities and Exchange Commission (“SEC”) letter dated December 21, 2022, Minim, Inc. (the “Company”
or “we”) provides the below responses to each of the SEC’s comments.

Form
10-K/A for the Year Ended December 31, 2021

Item
9A Controls and Procedures

Managements
Report on Internal Control over Financial Reporting, page 35

    SEC
    Comment 1: Please revise to explicitly state whether your internal controls over financial reporting are effective or not effective
    in accordance with Item 308(a)(3) of Regulation S-K.

    Company
                                            Response 1: In the second paragraph under “Management’s Report on Disclosure
                                            Controls and Procedures” included in Item 9A, “Controls and Procedures,”
                                            of the Company’s annual report on Form 10-K/A for the year ended December 31, 2021,
                                            the Company states that the Company’s management has “…concluded that
                                            due to the existence of material weaknesses in our internal controls over financial reporting,
                                            described below, our disclosure controls and procedures were not effective as of the end
                                            of the period covered by this report…” The “Management’s Report
                                            on Internal Control over Financial Reporting” included in Item 9A then specifically
                                            describes the deficiencies relating to the internal controls over financial reporting.

    We
    agree with the staff that the “Management’s Report on Internal Control over Financial Reporting” section of that
    Item 9A does not explicitly state that the internal controls over financial reporting were not effective as of the end of the specified
    period. However, based on the explicit statement to that effect under “Management Report on Disclosure Controls and Procedures”
    and the specific description of the material weaknesses under “Management Report on Internal Control over Financial Reporting,”
    we believe that conclusion is readily apparent to investors. In future annual report filings, the Company will include within each
    of “Management’s Report on Disclosure Controls and Procedures” and “Management’s Report on Internal
    Control over Financial Reporting” a specific statement that management has determined that the relevant controls were either
    “effective” or “not effective.”

Form
10-Q for the Quarter Ended September 30, 2022

Item
4. Controls and Procedures, page 22

    SEC
                                            Comment 2: We note that you have concluded that your disclosure controls and procedures were
                                            effective at September 30, 2022. Given that your disclosure controls and procedures, and
                                            your internal controls over financial reporting were not effective at December 31, 2021,
                                            and the remediation of the material weaknesses in internal controls over financial reporting
                                            is not yet complete, please tell us how you determined your disclosure controls and procedures
                                            to be effective in both the March 31, 2022 and September 30, 2022 quarters. In this regard,
                                            we also note that you concluded that disclosure controls and procedures were not effective
                                            in the June 30, 2022 quarter. Please advise or revise accordingly.

    Company
    Response 2: With respect to the report on Form 10-Q for the quarter ended March 31, 2022, the Company states in the second paragraph
    that the Company’s management has “…concluded that due to the existence of material weaknesses in our internal
    controls over financial reporting, described below, our disclosure controls and procedures were not effective as of the end of the
    period covered by this report...” We then proceeded with the description of the material weaknesses in the subsequent paragraph.

    With
    respect to the Company’s report on Form 10-Q for the quarter ended September 30, 2022, we note that Item 4 of the Form 10-Q
    requires furnishing information required by Items 307 and 308(c) of Regulation S-K. Item 307 requires a disclosure of the conclusions
    of the principal executive and principal financial officers regarding the effectiveness of the registrant’s disclosure controls
    and procedures at the end of the period covered by the report. Item 308(c) requires disclosing any changes in the registrant’s
    internal control over financial reporting identified in connection with the evaluation that occurred during the registrant’s
    last fiscal quarter.

    The
    Company believes the disclosures in Item 4 of the Company’s report on Form 10-Q for the quarter ended September 30, 22 provide
    the disclosures required by Items 307 and 308(c) of Regulation S-K. In response to Item 307, that disclosure states: “Based
    upon the evaluation and other than as disclosed herein, our Chief Executive Officer and Chief Financial Officer concluded that our
    disclosure controls and procedures were effective as of the end of the period covered by this report.” In response to Item
    308(c), that disclosure describes the material weaknesses which existed as of December 31, 2021 which the Company’s Chief Executive
    Officer and Chief Financial Officer had determined, as described in Item 9A of the Company’s report on Form 10-K(A) for the
    year ended December 31, 2021, could result in the Company incorrectly reporting its inventory and the specific steps which the Company
    has taken during 2022 (including during the third quarter of 2022) to remediate those material weaknesses.

Form
8-K furnished November 10, 2022

Exhibit
99.1, page 7

    SEC
                                            Comment 3: Please provide further detail on the nature of the adjustment “GAAP sales
                                            net to revenue bookings” and tell us why you believe it is an appropriate adjustment
                                            to Adjusted EBITDA under the guidance in Reg G and Item 10(e) of Regulation S-K.

    Company
                                            Response 3: The term “GAAP sales net” refers to the “net sales” stated
                                            in the Company’s consolidated statements of operations as prepared in accordance with
                                            GAAP. As described under “Non-GAAP Financial Measures” in Exhibit 99.1 to the
                                            Company’s Form 8-K furnished on November 10, 2022, the Company calculates and
                                            reports its “Adjusted EBITDA” in accordance with the Company’s Loan and
                                            Security Agreement, as amended, with Silicon Valley Bank. That agreement defines “Adjusted
                                            EBITDA” to include, among other adjustments to “Net Income” as determined
                                            in accordance with GAAP, an addition for “any increase in Deferred Revenue from the
                                            immediately preceding quarter” and a deduction for “any decrease in Deferred
                                            Revenue from the immediately preceding quarter.”

    Within
    the Company’s specific industry, our competitors sell the software stand-alone, with recurring monthly charges for renewals,
    while the Company provides its software to customers at a fixed, one-time fee which includes deferred revenue which is then subsequently
    adjusted in the calculation of the Company’s Adjusted EBITDA for each quarterly period. We therefore believe the adjustment
    for deferred revenue used in calculating Adjusted EBITDA improves comparison to our competitors, who have a different revenue recognition
    model.

    2

    SEC
                                            Comment 4: We note that the reconciliation on pages 7 and 8 refers to EBITDA as “GAAP
                                            Based” with Adjusted EBITDA referred to as “Non-GAAP Based.” As EBITDA is
                                            a non-GAAP measure, please revise to retitle this measure to avoid referring to it as a GAAP
                                            based measure. Your narrative on page 2 should be revised to include all the disclosures
                                            required by Item 10(e)(1)(i) of Regulation S-K for both EBITDA and Adjusted EBITDA.

    Company
                                            Response 4: We agree with the staff that both “EBITDA” and “Adjusted EBITDA”
                                            are non-GAAP terms, and the Company’s future filings will therefore not refer to either
                                            “EBITDA” or “Adjusted EBITDA” as “GAAP Based”. Furthermore,
                                            because our Loan and Security Agreement uses the term “Adjusted EBITDA,” and
                                            not “EBITDA,” and we believe investors are more interested in our Adjusted EBITDA
                                            rather than EBITDA, our future filings will include a calculation of Adjusted EBITDA, rather
                                            than EBITDA, with a reconciliation showing all adjustments to GAAP net income used in calculating
                                            Adjusted EBITDA.

    Furthermore,
    all of our future filings and press releases which contain references to Adjusted EBITDA will contain a disclosure similar to that
    which appeared under “Non-GAAP Financial Measures” in Exhibit 99.1 to the Company’s Report on Form 8-K referenced
    above and which reads as follows (with a further statement that the Company calculates Adjusted EBITDA in accordance with its loan
    agreement):

    “In
    addition to financial measures prepared in accordance with generally accepted accounting principles in the United States (“GAAP”),
    this news release [report] 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, material one-time
    expenses and income, and stock-based compensation expenses, and Revenue Bookings, which we define as GAAP Revenue, which was $13.8
    million for Q3 2022, plus the change in deferred revenue recorded within the financial reporting period being disclosed, which amounted
    to $0.2 million for Q3 2022.

    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
    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.”

    SEC
                                            Comment 5: In a related matter, please note that EBITDA, by definition, should only reflect
                                            adjustments for interest, taxes, depreciation and amortization. Either remove the other income
                                            from your calculation of EBITDA or revise to include the adjustment in your Adjusted EBITDA
                                            calculation instead. Refer to Question 103.01 of the SEC’s Compliance and Disclosure Interpretations
                                            on Non-GAAP Financial Measure for further

    guidance.

    Company
    Response 5: We agree with the staff’s comment as to the definition of “EBITDA.” However, for the reasons described
    in the response to Comment 4 above, the Company intends to state, and provide reconciliations to GAAP net income, for only Adjusted
    EBITDA, and not EBITDA, in future filings.

    3

    As
    the Company believes is fairly customary for purposes of calculating Adjusted EBITDA, the Company intends to continue to include
    adjustments for “other income (expense)” as those respective amounts are reported in the Company’s GAAP statements
    of operations. We note that those amounts are generally not significant (namely, $24 thousand in the 2021 reported periods and $0
    in the 2022 reported) periods and are generally not reflective of the Company’s normal operations.

    SEC
                                            Comment 6: We note that in the Q3 2022 Financial Updates section at the top of your earnings
                                            release, you disclose gross margin before inventory reserves and net loss before inventory
                                            costing errors. As inventory provisions and write-offs are cost of sales items, and are typically
                                            recurring costs that are based on a variety of factors, tell us how you considered the guidance
                                            in Question 100.01 of the Non-GAAP Financial Measures Compliance and Disclosure Interpretation
                                            and why you believe excluding these expenses from Non-GAAP performance measures is appropriate.
                                            Additionally, please note that when you present a measure such as these, they should be titled
                                            as Non-GAAP measures and reconciled to the most comparable GAAP measure.

    Company
                                            Response 6: On reflection, we agree with the staff’s comment that the adjusted gross
                                            margin should have been labeled as “Non-GAAP.” We will correct this in future
                                            filings by noting it is a non-GAAP measure and providing the reconciliation to the GAAP measure.

    In
    relation to Question 100.01, we believe that the nature of events that created the reported errors and the reserve are non-recurring.
    The Company’s financial history has not incurred such events of such magnitude, nor do we anticipate these events to occur
    in the future. As described in the “Management’s Report on Internal Control over Financial Reporting” sections
    of Item 9A of the Company’s’ report on Form 10-K/A for the year ende