8-K

INTELLIGENT PROTECTION MANAGEMENT CORP. (IPM)

8-K 2025-05-14 For: 2025-05-14
View Original
Added on April 06, 2026

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): May 14, 2025

INTELLIGENT PROTECTION MANAGEMENT CORP.
(Exact name of registrant as specified in its charter)
Delaware 001-38717 20-3191847
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(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)

30 Jericho Executive Plaza, Suite 400E<br><br> <br>Jericho, NY 11753
(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code:

(212) 967-5120

(Former name or former address, if changed since last report)


Not Applicable

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<br>Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange<br>Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under<br>the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under<br>the Exchange Act (17 CFR 240.13e-4(c))
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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, $0.001 par value IPM The Nasdaq Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined 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 check mark 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. ☐

Section 2 — Financial Information


Item 2.02 Results of Operations and FinancialCondition.


On May 14, 2025, Intelligent Protection Management Corp. (the “Company”) issued a press release announcing its financial results for the quarter ended March 31, 2025. The press release is furnished as Exhibit 99.1.

The information included under Item 2.02 (including Exhibit 99.1) is being furnished pursuant to Item 2.02 and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise be subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof and regardless of any general incorporation language in such filing.


Section 8 — Other Events

Item 8.01 Other Events.

On May 8, 2025, the board of directors of the Company approved a stock repurchase plan for up to $400,000 of the Company’s outstanding common stock (the “StockRepurchase Plan”), which expires on the one-year anniversary of such date. Shares may be repurchased from time-to-time in open market transactions at prevailing market prices, in privately negotiated transactions or by other means in accordance with federal securities laws, including Rule 10b5-1 programs, and the Stock Repurchase Plan may be suspended or discontinued at any time. The actual timing, number and value of shares repurchased will be determined by a committee of the board of directors at its discretion and will depend on a number of factors, including the market price of the Company’s common stock, general market and economic conditions, alternative investment opportunities and other corporate considerations.

Section 9 — Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No. Description
99.1 Press Release of Intelligent Protection Management Corp., dated May 14, 2025 (furnished pursuant to Item 2.02).
104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
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SIGNATURES

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.

Date: May 14, 2025
INTELLIGENT PROTECTION MANAGEMENT CORP.
By: /s/ Jason Katz
Jason Katz
Chief Executive Officer
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Exhibit 99.1

Intelligent ProtectionManagement Corp. Reports First Quarter 2025 Financial Results Reflecting Transition to Managed Technology Solutions Provider Focused onCybersecurity and Cloud Infrastructure


$5.5Million Revenue for First Quarter 2025; Cash Balance of $9.7 Million at March 31, 2025

Jericho,NY – May 14, 2025 – (ACCESS Newswire) – Intelligent Protection Management Corp. (“IPM,” the “Company,”“we,” “our” or “us”) (Nasdaq: IPM), a managed technology solutions provider focused on cybersecurity and cloud infrastructure, today announced financial and operational results for the first quarter ended March 31, 2025.

As previously disclosed, in January 2025, the Company completed its acquisition of Newtek Technology Solutions, Inc. (“NTS”) from NewtekOne, Inc. and the sale of its “Paltalk”, “Camfrog” and “Vumber” applications and certain assets and liabilities related to such applications (the “Transferred Assets”) to Meteor Mobile Holdings, Inc. (together, the “Transactions”). Following the Transactions, the Company’s business is focused on cybersecurity and cloud infrastructure.

For the purposes of this earnings release and the financial information provided herein, revenue and income from operations for the three months ended March 31, 2025 primarily reflect the newly acquired NTS operations, while assets and liabilities related to the Transferred Assets are presented as held for sale/discontinued operations, and the results of operations related to the Transferred Assets are presented as discontinued operations.

FirstQuarter 2025 Financial Highlights

(all metrics compared to first quarter 2024 unless otherwise noted)


Total revenue increased to $5.5 million compared to $0.3<br>million.
Operating loss was $(1.3) million compared to an operating<br>loss of $(1.0) million and included approximately $0.3 million of one-time expenses in connection with the Transactions.
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Net income totaled $0.8 million compared to net loss of $(0.5)<br>million.
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Adjusted EBITDA^1^ was relatively unchanged at $(0.5)<br>million.
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Net cash generated from operating activities for the quarter<br>was $1.7 million.
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The Company had $9.7 million in cash and cash equivalents<br>and no long-term debt as of March 31, 2025.
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RecentOperational and Business Highlights

Completed the acquisition of NTS and divestiture of the Transferred<br>Assets and, as a result, focused the Company’s business on technology service offerings in the cloud infrastructure and cybersecurity<br>sectors. Go forward business is focused on integration of a comprehensive range of IT-related solutions.
Expanded the Company’s Board of Directors to align<br>with the Company’s cybersecurity and cloud infrastructure strategy.
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^1^ Adjusted EBITDA is a non-GAAP financial measure. Please see<br>the discussion below under the heading “Use of Non-GAAP Financial Measures” and the reconciliation at the end of this release<br>for additional information.
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Entered into a referral arrangement with NewtekOne, Inc.<br>aimed at offering NewtekOne, Inc.’s clients safety, security, and cost solutions for managing their software and hardware needs.
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Selected by Hewlett Packard Enterprise to be an accredited<br>partner for its HPE Private Cloud AI solution.
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Entered into a secured one-year revolving line of credit<br>in the maximum amount of $1.0 million with Newtek Bank, N.A.
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Effective May 8, 2025, the Company’s Board of Directors<br>approved a stock repurchase plan for up to $400,000 of the Company’s outstanding common stock, which plan expires on the one-year<br>anniversary of such date.
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Management Commentary


Jason Katz, Chairman and CEO of IPM, commented, “The first quarter of 2025 was transformational for IPM following the closing of our acquisition of NTS, which concentrates our efforts going forward in the rapidly growing cloud infrastructure and cybersecurity markets. Today, more than ever, cloud infrastructure and cybersecurity are critical to protecting sensitive data, ensuring business continuity and securing a digital economy in an era of growing cyber threats. We have an exciting opportunity to build upon NTS’s historical achievements moving forward as a standalone integrated service company.

“Since the closing of the Transactions, we have successfully integrated our operations and serviced our existing customers without interruption. Moving forward, we believe we are now well-positioned to grow the Company through the expansion of our services offerings to existing legacy NTS customers, while cross-selling our ManyCam services to our historical web hosting customer base. This should lead to further growth and enhancement of operational efficiencies, all focused on driving stockholder value.

“We enter this new chapter for IPM with a strong balance sheet highlighted by $9.7 million in cash and cash equivalents and no long-term debt, which when coupled with the potential earn-out from the Transferred Assets, put us in an ideal position to execute on our business plans and further transform IPM,” Mr. Katz concluded.

FinancialResults for Three Months Ended March 31, 2025


Total revenue for the three months ended March 31, 2025 was $5.5 million, compared to $0.3 million for the three months ended March 31, 2024. This increase was primarily driven by new revenue streams as a result of the acquisition of NTS, which closed on January 2, 2025.

Loss from continuing operations for the three months ended March 31, 2025 was $1.3 million, compared to a loss from continuing operations of $1.0 million for the three months ended March 31, 2024. During the first quarter of 2025, the Company incurred approximately $0.3 million of one-time expenses in connection with the Transactions. The loss from continuing operations for the three months ended March 31, 2025 also included $0.9 million of non-cash expense, consisting of amortization and depreciation of $0.7 million ($0.4 million of which represents amortization on newly acquired intangible assets) as well as $0.2 million of non-cash share based compensation. The loss from continuing operations for the three months ended March 31, 2024 included subscriptions sales from ManyCam software as well as all general and administrative expenses for the Company, which included all professional fees and public company expenses.

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Net income for the three months ended March 31, 2025 was $0.8 million, compared to a net loss of $(0.5) million for the three months ended March 31, 2024. Net income included a tax benefit of $2.1 million in connection with the recognition of tax benefits recorded in connection with the Transactions for the three months ended March 31, 2025.

Adjusted EBITDA^1^ remained relatively unchanged at $(0.5) million for the three months ended March 31, 2025 and 2024, respectively.

Cash and cash equivalents totaled $9.7 million at March 31, 2025, a decrease of $0.9 million compared to $10.6 million at December 31, 2024, as a result of a $4.0 million cash payment as part of the acquisition of NTS, partially offset by $1.4 million cash inflow from the divestiture of the Transferred Assets and cash flow from operations of $1.7 million.

The Company reported no long-term debt on its balance sheet at March 31, 2025.

ConferenceCall Details


Date and Time: Wednesday, May 14, 2025, at 4:30 p.m. Eastern Time.

Call-in Information: Interested parties can access the conference call by dialing (877) 545-0523 for United States callers or +1 (973) 528-0016 for international callers and using the participant access code 312305

Webcast Information: The webcast will be accessible live and archived at, https://www.webcaster4.com/Webcast/Page/2856/52471 and accessible on the Investors section of the Company’s website at https://investors.ipm.com/ under Events & Presentations.

Replay: A teleconference replay of the call will be available at (877) 481-4010 for United States callers or +1 (919) 882-2331 for international callers and using replay access code 52471.


AboutIntelligent Management Protection Corp.

Intelligent Management Protection Corp. (Nasdaq: IPM) is a managed technology solutions provider focused on cybersecurity and cloud infrastructure. IPM provides dedicated server hosting, cloud hosting, data storage, managed security, backup and disaster recovery, and other related services, including consulting and implementing technology solutions for enterprise and commercial clients across the United States. IPM also operates ManyCam. The Company has an over 20-year history of technology innovation and holds 8 patents. For more information, please visit: www.ipm.com.

To be added to our news distribution list, please visit: http://www.ipm.com/investor-alerts/.

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Forward-LookingStatements


This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause the Company’s actual results, performance or achievements to be materially different from any future results, performance or achievements anticipated in such statements. Such forward-looking statements include, but are not limited to, statements relating to estimates of future synergies and efficiencies as a result of the NTS acquisition, expectations regarding the Company’s ability to effectively integrate assets it acquired as a result of the NTS acquisition, expectations of future plans, priorities, focus and benefits of the NTS acquisition, the Company’s ability to realize the intended benefits of the referral arrangement with NewtekOne, Inc. and its status as an accredited partner for the HPE Private Cloud AI solution, the Company’s plans, objectives, strategies, expectations, intentions and other statements that are not statements of historical fact, and may be identified by words such as “aim,” “anticipates,” “believes,” “building,” “continue,” “could,” “drive,” “estimates,” “expects,” “extent,” “focus,” “forecasts,” “goal,” “guidance,” “intends,” “may,” “might,” “outlook,” “plan,” “position,” “probable,” “progressing,” “projects,” “prudent,” “seeks,” “should,” “steady,” “target,” “view,” “will” or “would” or the negative of these words and phrases or similar words or phrases. The following factors, among others, could cause actual results to differ materially from those set forth in the forward-looking statements: the possibility of security vulnerabilities, cyber-attacks and network disruptions, including breaches of data security and privacy leaks, data loss, and business interruptions; the Company’s ability to operate its secure private cloud through its data centers; the intense competition in the industry in which the Company operates and its ability to effectively compete with existing competitors and new market entrants; the Company’s ability to consummate favorable acquisitions and effectively integrate any companies or businesses that the Company acquires; the impact of adverse economic and market conditions, including those related to fluctuations in inflation and geopolitical conflicts; the Company’s reliance on a limited number of customers for its revenues and income; the Company’s ability to attract new customers, retain existing customers and sell additional services to customers; the Company’s ability to protect its intellectual property rights; and other events outside of the Company’s control . More detailed information about the Company and the risk factors that may affect the realization of forward-looking statements is set forth in the Company’s filings with the Securities and Exchange Commission (“SEC”), including the Company’s most recent Annual Report on Form 10-K and Quarterly Reports on Form 10-Q. Investors and security holders are urged to read these documents free of charge on the SEC’s website at www.sec.gov.

All forward-looking statements speak only as of the date on which they are made. The Company undertakes no obligation to update any forward-looking statement or statements to reflect events or circumstances after the date on which such statement was made, except to the extent required by applicable securities laws.

Investor Contacts:


IR@ipm.com

ClearThink

nyc@clearthink.capital

917-658-7878


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INTELLIGENT PROTECTION MANAGEMENT CORP.

CONDENSED CONSOLIDATED BALANCE SHEETS


December 31, <br> 2024
Assets
Current assets:
Cash and cash equivalents 9,683,317 $ 10,588,534
Accounts receivable, net of 274,372 allowance 2,152,544
Accounts receivable – due from related party 436,425
Prepaid expense and other current assets 1,682,004 462,422
Operating lease right-of-use asset, current 882,568 74,490
Employee retention tax credit receivable, net 114,212 114,212
Assets held for sale - current 72,925
Total current assets 14,951,070 11,312,583
Property and equipment, net 632,070
Intangible assets, net 9,214,716 1,882,781
Goodwill 5,516,501 2,663,229
Operating lease right of use assets, noncurrent 810,130
Other assets 13,937 13,937
Total assets 31,138,424 $ 15,872,530
Liabilities and stockholders’ equity
Current liabilities:
Accounts payable 2,455,833 $ 380,298
Accrued expenses and other current liabilities 1,121,678 509,759
Operating lease liabilities, current portion 805,022 74,490
Deferred revenue 3,678,592 555,039
Earnout liability 704,000
Liabilities held for sale - current 2,024,237
Total current liabilities 8,765,125 3,543,823
Operating lease liabilities, non-current portion 879,098
Deferred tax liability 418,380 429,045
Total liabilities 10,062,603 3,972,868
Commitments and contingencies
Stockholders’ equity:
Series A Preferred Stock, 0.001 par value, 9,000,000 authorized, 4,000,000 and 0 shares issued and outstanding as of March 31, 2025 and December 31, 2024, respectively 4,000
Common stock, 0.001 par value, 25,000,000 shares authorized, 9,878,950 shares issued and 9,236,987 shares outstanding as of March 31, 2025 and December 31, 2024 9,879 9,879
Treasury stock, 641,963 shares repurchased as of March 31, 2025 and December 31, 2024 (1,199,337 ) (1,199,337 )
Additional paid-in capital 44,763,526 36,399,897
Accumulated deficit (22,502,247 ) (23,310,777 )
Total stockholders’ equity 21,075,821 11,899,662
Total liabilities and stockholders’ equity 31,138,424 $ 15,872,530

All values are in US Dollars.


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INTELLIGENT PROTECTION MANAGEMENT CORP.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)


2024
Revenue
Managed information technology, includes 1,688,583 of related party revenue 3,558,833 $
Procurement revenue, includes 54,520 of related party revenue 951,379
Professional services revenue, includes 51,850 of related party revenue 726,607
Subscription revenue 281,219 271,572
Total revenue 5,518,038 271,572
Costs and expenses
Costs of revenue 2,464,663 61,636
Sales, marketing and product development expense 765,364 265,789
General and administrative expense 2,937,897 743,573
Depreciation and amortization 684,041 205,583
Total costs and expenses 6,851,965 1,276,581
Loss from continuing operations (1,333,927 ) (1,005,009 )
Interest income, net 82,392 151,984
Loss from continuing operations before income tax benefit (1,251,535 ) (853,025 )
Income tax benefit 2,060,065 598,710
Net income (loss) from continuing operations 808,530 (254,315 )
Loss from discontinued operations, net of income tax expense of 480,810 for the three months ended March 31, 2024 (237,992 )
Net income (loss) 808,530 $ (492,307 )
Net income (loss) per share of common stock:
Basic – continuing operations 0.06 $ (0.03 )
Diluted – continuing operations 0.06 $ (0.03 )
Basic – discontinued operations $ (0.02 )
Diluted – discontinued operations $ (0.02 )
Basic 0.06 $ (0.05 )
Diluted 0.06 $ (0.05 )
Weighted average number of shares of common stock used in calculating net loss per share of common stock:
Basic 13,192,543 9,222,157
Diluted 13,192,543 9,222,157

All values are in US Dollars.


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INTELLIGENT PROTECTION MANAGEMENT CORP.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

Three Months Ended <br> March 31,
2025 2024
Cash flows from operating activities:
Net income (loss) $ 808,530 $ (492,307 )
Net loss from discontinued operations 237,992
Net income (loss) from continuing operations $ 808,530 $ (254,315 )
Adjustments to reconcile net income (loss) from continuing operations to net cash used in operating activities:
Amortization of intangible assets and depreciation 578,065 205,583
Amortization of operating lease right-of-use assets 206,687 20,841
Depreciation on property and equipment 105,976
Deferred tax liability (13,184 )
Income tax benefit (2,060,065 ) (598,710 )
Stock-based compensation 167,629 59,311
Credit loss expense 3,436
Changes in operating assets and liabilities, net of acquired assets and disposition:
Accounts receivable 1,015,863
Operating lease liability (215,265 ) (20,841 )
Prepaid expense and other current assets (784,774 ) 142,734
Accounts payable, accrued expenses and other current liabilities 2,245,148 280,963
Deferred revenue (326,447 ) (158,168 )
Net cash provided by (used in) operating activities – continuing operations 1,744,783 (335,786 )
Net cash (used in) provided by operating activities –discontinued operations (185,008 )
Net cash provided by (used in) operating activities 1,744,783 (520,794 )
Cash flows from investing activities:
Cash paid for acquisition of NTS (4,000,000 )
Net cash used in investing activities (4,000,000 )
Cash flows from financing activities:
Proceeds from sale of Transferred Assets 1,350,000
Net cash provided by financing activities 1,350,000
Net decrease in cash and cash equivalents (905,217 ) (520,794 )
Balance of cash and cash equivalents at beginning of period 10,588,534 13,568,049
Balance of cash and cash equivalents at end of period $ 9,683,317 $ 13,047,255
Supplemental non-cash disclosure:
Non-cash portion of consideration for acquisition of NTS (Series A Preferred Stock issuance) $ 8,200,000
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Use of Non-GAAP Financial Measures

The Company has provided in this release Adjusted EBITDA, a non-GAAP financial measure, to supplement the consolidated financial statements, which are prepared in accordance with generally accepted accounting principles in the United States (“GAAP”). Adjusted EBITDA is defined as net income (loss) adjusted to exclude interest (income) expense, net, other (income) expense, net, income tax (benefit) expense, depreciation and amortization expense, stock-based compensation expense and net loss from discontinued operations. Management uses Adjusted EBITDA internally in analyzing the Company’s financial results to assess operational performance and to determine the Company’s future capital requirements. The presentation of this financial information is not intended to be considered in isolation or as a substitute for the financial information prepared in accordance with GAAP. The Company believes that both management and investors benefit from referring to Adjusted EBITDA in assessing its performance and when planning, forecasting and analyzing future periods. The Company believes Adjusted EBITDA is useful to investors and others to understand and evaluate the Company’s operating results and it allows for a more meaningful comparison between the Company’s performance and that of competitors. Our use of Adjusted EBITDA has limitations as an analytical tool, and you should not consider this performance measure in isolation from or as a substitute for analysis of our results as reported under GAAP. Some of these limitations are that Adjusted EBITDA does not reflect, among other things: cash capital expenditures for assets underlying depreciation and amortization expense that may need to be replaced or for new capital expenditures; interest income, net; other expense, net; income tax expense from continuing operations; our working capital requirements; the potentially dilutive impact of stock-based compensation; the provision for income taxes; and net loss from discontinued operations. Other companies, including companies in our industry, may calculate Adjusted EBITDA differently, which reduces its usefulness as a comparative measure.

Because of these limitations, you should consider Adjusted EBITDA along with other financial performance measures, including total revenues, subscription revenue, deferred revenue, net income (loss), cash and cash equivalents, restricted cash, net cash used in operating activities and our financial results presented in accordance with GAAP.

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Three Months Ended
March 31, (unaudited)
2025 2024
Reconciliation of net income (loss) to Adjusted EBITDA:
Net income (loss) $ 808,530 $ (254,315 )
Net loss from discontinued operations -- (237,992 )
Interest income, net (82,392 ) (151,984 )
Income tax expense, discontinued operations -- 480,810
Income tax benefit (2,060,065 ) (598,710 )
Depreciation and amortization expense 684,041 205,583
Stock-based compensation expense 167,631 59,311
Adjusted EBITDA $ (482,255 ) $ (497,297 )
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