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CORRESP
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13
February 2023

VIA
EDGAR

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 February 2, 2023, 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: We note your response to prior comment 1. Please respond to us to explicitly state whether your internal controls
                                                         over financial reporting are effective or not effective at December 31, 2021, in accordance with Item 308(a)(3) of Regulation
                                                         S-K.

    Company
    Response 1: Management has determined that internal controls over financial reporting were not effective as of December 31, 2021.
    In the Form 10-K/A, we stated “the Company did not have properly designed internal controls over financial reporting to account
    for inventory transactions.” Going forward, if the Company does not have effective controls over financial reporting, we will
    state that the controls are “not effective.”

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

Item
4. Controls and Procedures, page 22

    SEC
    Comment 2: We note your response to prior comment 2, however we do not believe your response completely responds to our comment.
    It is not clear how you determined your disclosure controls and procedures and internal controls over financial reporting were effective
    at September 30, 2022, in light of the previously disclosed material weaknesses. Please clearly explain to us the circumstances and
    changes that lead to effective controls at September 30, 2022 despite the disclosure that remediation of your material weaknesses
    has not yet been completed.

    Company
    Response 2: The Company’s management assesses that disclosure controls and procedures and internal controls over financial
    reporting were not effective as of September 30, 2022 as it pertained to the inventory deficiency identified as of December 31, 2021.
    The Company had implemented controls to remediate the deficiency. As of September 30, 2022, the remediating controls did not have
    sufficient period of time to validate that the controls were operating effectively.

Form
8-K furnished November 10, 2022

Exhibit
99.1, page 7

    SEC
                                                         Comment 3: We note your response to prior comment 3 that the adjustment “GAAP sales net to revenue bookings” in your
                                                         Adjusted EBITDA measure is required in the calculation of your debt covenants. However, we note that you currently do not present or
                                                         discuss your debt covenants in your MD&A section. We believe that in order to use the exception in Item 10(e)(5) of Regulation
                                                         S-K you would need to conclude that the covenant was material enough to be required to be disclosed within your Form 10-K such as
                                                         within your MD&A section, and you would also need to include the disclosures indicated in Question 102.09 of the Non-GAAP
                                                         Compliance and Disclosure Interpretations. Please revise or advise accordingly.

    Company
    Response 3: The Company has determined that prospectively it will exclude the GAAP sales net to revenue bookings in its filings and
    incorporate adjusted EBITDA into its MD&A within its 10Ks and 10Qs.

    SEC
Comment 4: Your response to prior comment 6 indicates that you believe the events are non-recurring as a result of the material weaknesses
and related errors. However, the inventory costing error corrected your inventory balances as of December 31, 2021 and March 31, 2022,
and presumably inventory costs going forward would be based on appropriate inventory balances. We do not believe it would be appropriate
to adjust the margin or net income amounts to reflect what would have been the amount had the errors not been corrected. Additionally,
we continue to have concerns about the adjustment related to the inventory reserves for one product. We continue to believe that this
adjustment is not consistent with the guidance in Question 100.01 of the Staff’s C&DI on Non-GAAP Financial Measures as we
believe this type of inventory write-off or provision represents normal charges incurred by businesses. Please revise to remove these
adjustments from your non-GAAP financial measures in future filings. We further note that you may disclose the impact of the error and
the inventory provision by separately identifying and quantifying the amounts in footnote or other disclosure, without adjusting the
gross margin or net income measure. Please revise accordingly.

    Company
    Response 4: We agree with the staff that the Company will remove an adjusted gross margin or net income related to these inventory
    adjustments in prospective filings.

If
the staff has further comments, please let me know.

Sincerely,

  /s/ Dustin
  Tacker

Dustin
Tacker

Chief
Financial Officer

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