MINIM INC

Further to the terms and conditions of the Purchase Agreement, our Board has unanimously approved, and recommends that our stockholders approve, an amendment to our Amended and Restated Certificate of Incorporation (the “Charter”) (the “Certificate of Amendment”), to effect a reverse stock split (the “Reverse Stock Split”) at a ratio of 1-for-3, with the final decision of whether to proceed with the Reverse Stock Split, and the effective time of the Reverse Stock Split, to be determined by the Board, in its sole discretion and without further action by the stockholders. This proxy statement refers to the proposal to approval the Reverse Stock Split on the terms described in the proxy statement as the “Reverse Stock Split Proposal.”

If the stockholders approve the Reverse Stock Split and the Board decides to implement it, the Reverse Stock Split will become effective as of 12:01 a.m. Eastern Time on a date to be determined by the Board that will be specified in the Certificate of Amendment (the “Effective Time”). If the Board does not decide to implement the Reverse Stock Split within twelve months from the date of the Special Meeting, the authority granted in this proposal to implement the Reverse Stock Split will terminate.

The Reverse Stock Split will be realized simultaneously for all outstanding shares of Common Stock. The Reverse Stock Split will affect all holders of shares of Common Stock uniformly and each stockholder will hold the same percentage of Common Stock outstanding immediately following the Reverse Stock Split as that stockholder held immediately prior to the Reverse Stock Split, except for immaterial adjustments that may result from the rounding up of fractional shares as described below. The Reverse Stock Split will not change the par value of our Common Stock and will not reduce the number of authorized shares of Common Stock. The Reverse Stock Split will also affect outstanding equity awards and equity plans, as described in “Principal Effects of Reverse Stock Split on Outstanding Equity Awards and Equity Plans” below.