8-K
INTELLIGENT PROTECTION MANAGEMENT CORP. (IPM)
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): November 12, 2025
| INTELLIGENT PROTECTION MANAGEMENT CORP. | ||
|---|---|---|
| (Exact name of registrant as specified in its charter) | ||
| Delaware | 001-38717 | 20-3191847 |
| --- | --- | --- |
| (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 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, $0.001 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 November 12, 2025, Intelligent Protection Management Corp. (the “Company”) issued a press release announcing its financial results for the quarter ended September 30, 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 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 November 12, 2025 (furnished pursuant to Item 2.02). |
| 104 | Cover Page Interactive Data File (embedded within<br> the Inline XBRL document). |
1
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: November 12, 2025 | ||
|---|---|---|
| INTELLIGENT PROTECTION MANAGEMENT CORP. | ||
| By: | /s/ Jason Katz | |
| Jason Katz | ||
| Chief Executive Officer |
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Exhibit99.1
IntelligentProtection Management Corp. Reports Third Quarter 2025 Financial Results
Q3 Total Revenue up approximately 9% fromprevious quarter to $6.2 million
Cash and Equivalents were $8.3 million, includingRestricted Cash of $1.0 million
No Long-Term Debt
JERICHO, NEW YORK / ACCESS Newswire / November 12, 2025/ Intelligent Protection Management Corp. (“IPM,” “we,” “us,” “our” or the “Company”)(Nasdaq: IPM), a managed technology solutions provider focused on enterprise cybersecurity and cloud infrastructure, today announced financial results for the three and nine months ended September 30, 2025.
As previously disclosed, on January 2, 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 and nine months ended September 30, 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.
Management Discussion
Jason Katz, Chairman and Chief Executive Officer of IPM, said, “Since the completion of the acquisition of NTS on January 2, 2025, we are three quarters into our integration of NTS’s business into our operations, and we are making great progress. From an operating perspective, the third quarter for IPM was very good. Total revenues for Q3 2025 increased 9% to $6.2 million, from $5.7 million in Q2 2025, and although net loss increased slightly by 3% over the prior quarter, we saw a 31% improvement in Adjusted EBITDA loss compared to the second quarter, which delivered on our strategic goal of consistently driving quarterly revenues and improving our bottom line.
“We have significant technological expertise and have competitive advantages over our peers in certain critically important markets including legal, healthcare and finance. Our use of private data centers and private cloud means that our customers were generally not affected by the recent AWS outages, which impacted many public cloud users. At IPM, we don’t just try harder, we protect smarter.” Mr. Katz continued.
“We remain committed to providing our customers a high touch experience with dedicated Technology Managers as a single point of contact, and no voice response, telephonic menus or handing off service calls to agents in call centers in foreign countries. Our clients speak directly to their IPM account team members, and only to those IPM team members that understand our clients’ needs and goals. This is an important IPM customer service advantage.”
“While enterprise cybersecurity and cloud infrastructure represented the bulk of our revenues in Q3 2025, we believe that our procurement, professional services and subscriptions businesses – while less predictable – can make sizable contributions to our overall results in future periods.”
Mr. Katz concluded, “The financial underpinnings of IPM are strong, with a solid cash position and no long-term debt as of September 30, 2025. We continue to solidify the foundations of our managed cybersecurity and cloud infrastructure business, from sales, marketing, accounting, and human capital, to continue to grow in the coming years to benefit our customers, employees and stakeholders. We are excited by the opportunities ahead in 2026 and beyond to grow our company.”
Financial Highlights: Three and Nine Months ended September 30,2025
For the three months ended September 30, 2025, revenue totaled $6.2 million compared to $0.3 million for the prior year period. On a sequential basis, total revenue increased 9.0% from the second quarter of 2025. Revenue for the nine months ended September 30, 2025, totaled $17.5 million, compared to $0.8 million in the prior year period. Total revenue by revenue stream for the three and nine months ended September 30, 2025, were as follows:
| ○ | Managed information technology revenue was $3.8 million and<br>$10.9 million, respectively. |
|---|---|
| ○ | Procurement revenue was $1.7 million and $3.9 million, respectively. |
| --- | --- |
| ○ | Professional services revenue was $0.5 million and $1.9 million,<br>respectively. |
| --- | --- |
| ○ | Subscription revenue was $0.3 million and $0.8 million, respectively. |
| --- | --- |
| ● | Operating loss from continuing operations for the three months<br>ended September 30, 2025, totaled $1.4 million compared to an operating loss from continuing operations of $1.5 million for the three<br>months ended September 30, 2024. Operating loss from continuing operations for the nine months ended September 30, 2025, totaled $3.9<br>million compared to operating loss from continuing operations of $3.5 million for the prior nine months ended September 30, 2024. |
| --- | --- |
| ● | Net loss for the three months ended September 30, 2025, totaled<br>$1.1 million compared to a net loss of $1.5 million for the three months ended September 30, 2024. Net loss for the nine months ended<br>September 30, 2025, totaled $1.3 million compared to a net loss of $2.9 million for the nine months ended September 30, 2024. The reduction<br>in net loss was attributed to IPM recording an income tax benefit during the first quarter of approximately $2.1 million in connection<br>with the Transactions. |
| --- | --- |
| ● | Adjusted EBITDA^1^ for the three months ended<br>September 30, 2025, was negative $0.3 million compared to negative $1.5 million for the three months ended September 30, 2024. Adjusted<br>EBITDA for the nine months ended September 30, 2025, was negative $1.1 million compared to negative $2.9 million for the nine months<br>ended September 30, 2024. |
| --- | --- |
| ● | As of September 30, 2025, we had no long-term debt and cash<br>and cash equivalents totaled $8.3 million (including $1.0 million of restricted cash). |
| --- | --- |
| ● | Cash provided by continuing operations for the nine months<br>ended September 30, 2025, was $1.0 million compared to cash used in continuing operations for the nine months ended September 30, 2024,<br>of $0.9 million. |
| --- | --- |
| ● | IPM reported deferred revenue of $3.5 million for Q3 2025,<br>which will be recognized as revenue in future quarters as products and/or services are installed. |
| --- | --- |
| ● | The Company had over 9,000 devices under management at September<br>30, 2025, representing the number of endpoints, servers, and network devices that are outsourced to the Company under managed services<br>agreements. |
| --- | --- |
2
^1^Adjusted EBITDA is a non-GAAP financial measure.Please see the discussion below under the heading “Use of Non-GAAP Financial Measures” and the reconciliation at the end ofthis release for additional information.
Third Quarter and Year-to-Date 2025 Operational and BusinessHighlights:
| ● | We entered into a reseller agreement with MindsDB, a leading<br>open-source AI platform, to provide to its current and future customers with sophisticated AI capabilities. |
|---|---|
| ● | We initiated a collaboration with IT Ally; a trusted business<br>and technology services provider focused on lower middle-market private equity firms and their portfolio companies. |
| --- | --- |
| ● | In May 2025, our Board of Directors approved a stock repurchase<br>plan for up to $400,000 of our outstanding common stock, which plan expires on the one-year anniversary of such date. Pursuant to the<br>repurchase plan, we purchased 46,658 shares of common stock during the third quarter of 2025 for an aggregate amount of $88,250. |
| --- | --- |
| ● | We commenced offering Aura, a leading AI-powered online safety<br>solution for individuals and families, designed to help minimize the impact of data breaches, scams, and other online threats on consumers. |
| --- | --- |
| ● | Subsequent to the end of the quarter, we initiated our “Heroes<br>Program” to provide a 10% discount on all IPM products and services to all existing and future customers who qualify as Military,<br>First Responder, Healthcare, Teachers, or Veterinary business owners. |
| --- | --- |
Conference Call Access
Date and Time: Tuesday, November 12, 2025, at 4:30 p.m. Eastern Time.
The Company will conduct a conference call for all interested parties today, Wednesday, November 12, 2025, at 4:30 p.m. Eastern Time to discuss its financial results and address stockholder questions submitted in advance of the conference call.
To participate in this call, please dial (888) 506-0062 or (973) 528-0011, access code: 411284 or listen via a live webcast, which is available in the Investors section of the Company’s website at https://investors.ipm.com/ or https://www.webcaster5.com/Webcast/Page/2856/53084.
A replay of the call will be available by visiting https://investors.ipm.com/ for the next 90 days or by calling (877) 481-4010 or (919) 882-2331, replay access code 53084 through Wednesday, November 26, 2025.
If you would like to submit a question, please send an email with your question to IPM@lythampartners.com prior to the call. IPM will do its best to answer all appropriate questions.
About IPM
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’s other products include ManyCam. IPM has an over 20-year history of technology innovation and holds 8 patents. For more information, please visit: www.ipm.com
3
FORWARD-LOOKING STATEMENTS
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. Forward-looking statements 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. Forward-looking statements in this press release may include, but are not limited to, the Company’s expectations of future plans, priorities and focus following the Transactions; the Company’s expectations regarding its procurement, professional services and subscriptions businesses contributing to the Company’s overall results; the Company’s potential growth opportunities; the Company’s plans, objectives, strategies, expectations, and intentions; and other statements that are not statements of historical fact. 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:
Joe Dorame, Roger Weiss
Lytham Partners, LLC
602-889-9680
E: ipm@lythampartners.com
4
INTELLIGENT PROTECTION MANAGEMENTCORP.
CONDENSED CONSOLIDATED BALANCE SHEET
| December 31,<br> 2024 | |||||
|---|---|---|---|---|---|
| Assets | |||||
| Current assets: | |||||
| Cash and cash equivalents | 7,321,303 | $ | 10,588,534 | ||
| Restricted cash | 1,025,176 | -- | |||
| Accounts receivable, net of 246,595 allowance | 1,442,315 | -- | |||
| Due from related party | 25,993 | -- | |||
| Prepaid expense and other current assets | 2,061,513 | 462,422 | |||
| Operating lease right-of-use assets, net | -- | 74,490 | |||
| Employee retention tax credit receivable, net | -- | 114,212 | |||
| Assets held for sale – current | -- | 72,925 | |||
| Total current assets | 11,876,300 | 11,312,583 | |||
| Property and equipment, net | 638,013 | -- | |||
| Intangible assets, net | 8,190,728 | 1,882,781 | |||
| Goodwill, net | 5,164,501 | 2,663,229 | |||
| Operating lease right of use assets, net | 1,353,588 | -- | |||
| Other assets | 13,937 | 13,937 | |||
| Total assets | 27,237,067 | $ | 15,872,530 | ||
| Liabilities and stockholders’ equity | |||||
| Current liabilities: | |||||
| Accounts payable | 2,283,733 | $ | 380,298 | ||
| Accrued expenses and other current liabilities | 731,400 | 509,759 | |||
| Operating lease liabilities, current portion | 788,138 | 74,490 | |||
| Deferred revenue | 3,496,847 | 555,039 | |||
| Earnout liability | 352,000 | -- | |||
| Liabilities held for sale - current | -- | 2,024,237 | |||
| Total current liabilities | 7,652,118 | 3,543,823 | |||
| Operating lease liabilities, non-current portion | 564,588 | -- | |||
| Deferred tax liability | 257,010 | 429,045 | |||
| Total liabilities | 8,473,716 | 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 September 30, 2025 and December 31, 2024, respectively | 4,000 | -- | |||
| Common stock, 0.001 par value, 50,000,000 and 25,000,000 shares authorized, as of September 30, 2025 and December 31, 2024, respectively, 9,878,950 shares issued and 9,085,729 and 9,236,987 shares outstanding as of September 30, 2025 and December 31, 2024, respectively | 9,879 | 9,879 | |||
| Treasury stock, at cost, 793,221 and 641,963 shares repurchased as of September 30, 2025 and December 31, 2024, respectively | (1,500,385 | ) | (1,199,337 | ) | |
| Additional paid-in capital | 44,885,202 | 36,399,897 | |||
| Accumulated deficit | (24,635,345 | ) | (23,310,777 | ) | |
| Total stockholders’ equity | 18,763,351 | 11,899,662 | |||
| Total liabilities and stockholders’ equity | 27,237,067 | $ | 15,872,530 |
All values are in US Dollars.
5
INTELLIGENT PROTECTIONMANAGEMENT CORP.
CONDENSED CONSOLIDATEDSTATEMENTS OF OPERATIONS
(Unaudited)
| Nine Months Ended <br> September 30, | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| 2024 | 2025 | 2024 | |||||||||
| Revenue | |||||||||||
| Managed information technology, includes 1,910,957 and 5,427,357 of related party revenue for the three and nine months, respectively | 3,791,746 | $ | -- | $ | 10,857,333 | $ | -- | ||||
| Procurement revenue, includes 28,598 and 106,479 of related party revenue for the three and nine months, respectively | 1,697,854 | -- | 3,897,634 | -- | |||||||
| Professional services revenue, includes 38,706 and 146,953 of related party revenue for the three and nine months, respectively | 476,198 | -- | 1,891,620 | -- | |||||||
| Subscription revenue | 272,221 | 275,420 | 832,069 | 818,401 | |||||||
| Total revenue | 6,238,019 | 275,420 | 17,478,656 | 818,401 | |||||||
| Costs and expenses, exclusive of depreciation and amortization shown separately below | |||||||||||
| Costs of revenue | 3,076,333 | 56,339 | 8,398,445 | 191,012 | |||||||
| Sales, marketing and product development expense | 844,463 | 249,408 | 2,449,224 | 772,595 | |||||||
| General and administrative expense | 2,621,260 | 1,251,463 | 8,040,958 | 2,781,478 | |||||||
| Depreciation and amortization | 624,544 | 205,584 | 1,982,236 | 616,750 | |||||||
| Litigation expenses relating to the Cisco ManyCam Litigation | 507,181 | -- | 507,181 | -- | |||||||
| Total costs and expenses | 7,673,781 | 1,762,794 | 21,378,044 | 4,361,835 | |||||||
| Operating loss from continuing operations | (1,435,762 | ) | (1,487,374 | ) | (3,899,388 | ) | (3,543,434 | ) | |||
| Interest income, net | 102,856 | 157,517 | 273,176 | 453,732 | |||||||
| Other income, net | -- | -- | 63,750 | 146,269 | |||||||
| Loss from continuing operations before income tax benefit | (1,332,906 | ) | (1,329,857 | ) | (3,562,462 | ) | (2,943,433 | ) | |||
| Income tax benefit | 249,836 | 21,968 | 2,237,894 | 88,176 | |||||||
| Net loss from continuing operations | (1,083,070 | ) | (1,307,889 | ) | (1,324,568 | ) | (2,855,257 | ) | |||
| (Loss) from discontinued operations, net of income tax benefit of 1,201 and 100 for the three and nine months ended September 30, 2024 | -- | (201,361 | ) | -- | (80,451 | ) | |||||
| Net loss | (1,083,070 | ) | $ | (1,509,250 | ) | $ | (1,324,568 | ) | $ | (2,935,708 | ) |
| Net loss per share of common stock: | |||||||||||
| Basic – continuing operations | (0.08 | ) | (0.14 | ) | (0.10 | ) | $ | (0.31 | ) | ||
| Diluted – continuing operations | (0.08 | ) | (0.14 | ) | (0.10 | ) | $ | (0.31 | ) | ||
| Basic – discontinued operations | -- | (0.02 | ) | -- | $ | (0.01 | ) | ||||
| Diluted – discontinued operations | -- | (0.02 | ) | -- | $ | (0.01 | ) | ||||
| Basic | (0.08 | ) | (0.16 | ) | (0.10 | ) | $ | (0.32 | ) | ||
| Diluted | (0.08 | ) | (0.16 | ) | (0.10 | ) | $ | (0.32 | ) | ||
| Weighted average number of shares of Series A Preferred Stock used in calculating net loss per share of Series A Preferred Stock, basic and diluted | 4,000,000 | -- | 3,985,348 | -- | |||||||
| Weighted average number of shares of Common Stock used in calculating net loss per share of Common Stock, basic and diluted | 9,108,805 | -- | 9,182,014 | -- | |||||||
| Basic and diluted net loss per share of Series A Preferred Stock, basic and diluted | (0.08 | ) | -- | $ | (0.10 | ) | -- | ||||
| Basic and diluted net loss per share of Common Stock, basic and diluted | (0.08 | ) | -- | $ | (0.10 | ) | -- | ||||
| Weighted average number of shares of Common Stock used in calculating net loss per share of Common Stock: | |||||||||||
| Basic | 13,108,805 | 9,227,307 | 13,167,362 | 9,223,886 | |||||||
| Diluted | 13,108,805 | 9,227,307 | 13,167,362 | 9,223,886 |
All values are in US Dollars.
6
INTELLIGENT PROTECTIONMANAGEMENT CORP.
CONDENSED CONSOLIDATEDSTATEMENTS OF CASH FLOWS
(Unaudited)
| For the Nine Months Ended<br> September 30, | ||||||
|---|---|---|---|---|---|---|
| 2025 | 2024 | |||||
| Cash flows from operating activities: | ||||||
| Net loss | $ | (1,324,568 | ) | $ | (2,935,708 | ) |
| Net loss from discontinued operations | — | 80,451 | ||||
| Net loss from continuing operations | $ | (1,324,568 | ) | $ | (2,855,257 | ) |
| Adjustments to reconcile net loss from continuing operations to net cash provided by (used in) operating activities: | ||||||
| Amortization of intangible assets | 1,602,053 | 616,750 | ||||
| Amortization of operating lease right-of-use assets | 415,661 | 62,684 | ||||
| Depreciation of property and equipment | 380,182 | —- | ||||
| Deferred tax liability | 99,881 | (88,176 | ) | |||
| Income tax liability | (2,321,316 | ) | (14,072 | ) | ||
| Stock-based compensation | 289,305 | 124,130 | ||||
| Allowance for credit losses | 3,436 | — | ||||
| Changes in operating assets and liabilities, net of acquired assets and disposition: | ||||||
| Accounts receivable | 2,136,524 | — | ||||
| Operating lease liabilities | (416,523 | ) | (62,684 | ) | ||
| Employee retention tax credit receivable, net | 114,212 | |||||
| Prepaid expense and other current assets | (1,164,283 | ) | 454,696 | |||
| Accounts payable, accrued expenses and other current liabilities | 1,682,770 | 812,256 | ||||
| Deferred revenue | (508,192 | ) | 25,045 | |||
| Net cash provided by (used in) operating activities – continuing operations | 989,142 | (924,628 | ) | |||
| Net cash used in operating activities –discontinued operations | — | (627,108 | ) | |||
| Net cash provided by (used in) operating activities | 989,142 | (1,551,736 | ) | |||
| Cash flows from investing activities: | ||||||
| Cash paid for acquisition of NTS | (4,000,000 | ) | — | |||
| Purchases of fixed assets | (280,149 | ) | ||||
| Net cash used in investing activities | (4,280,149 | ) | — | |||
| Cash flows from financing activities: | ||||||
| Proceeds from sale of Transferred Assets | 1,350,000 | — | ||||
| Purchase of treasury stock | (301,048 | ) | — | |||
| Proceeds from exercise of employee stock options | — | 39,772 | ||||
| Net cash provided by financing activities | 1,048,952 | 39,772 | ||||
| Net decrease in cash and cash equivalents | (2,242,055 | ) | (1,511,964 | ) | ||
| 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, including restricted cash of $1,025,176 at September 30, 2025 | $ | 8,346,479 | $ | 12,056,085 | ||
| Supplemental non-cash disclosure: | ||||||
| Non-cash portion of consideration for acquisition of NTS (Series A Preferred Stock issuance) | $ | 8,200,000 | — |
7
Use of Non-GAAP FinancialMeasures
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, net loss from discontinued operations and litigation expenses relating to the Cisco ManyCam Litigation (as defined below). Prior to the fiscal quarter ended September 30, 2025, the Company did not exclude litigation expenses related to the Cisco ManyCam Litigation in calculating Adjusted EBTIDA as they were not material. However, after reevaluation, the Company has determined that presenting Adjusted EBITDA without excluding such costs provides less valuable information about the Company’s core operations. As a result, beginning with the fiscal quarter ended September 30, 2025, litigation expenses related to the Cisco ManyCam Litigation are now excluded from the calculation of Adjusted EBITDA. 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; the potentially dilutive impact of stock-based compensation; the provision for income taxes; litigation expenses incurred in connection with our patent defense against Cisco Systems, Inc. and Cisco Technology, Inc. (the “Cisco ManyCam Litigation”); 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.
| Three Months Ended | Nine Months Ended | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| September 30,<br> (unaudited) | September 30,<br> (unaudited) | |||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||
| Reconciliation of net loss to Adjusted EBITDA: | ||||||||||||
| Net loss | $ | (1,083,070 | ) | $ | (1,307,889 | ) | $ | (1,324,568 | ) | $ | (2,855,257 | ) |
| Net loss from discontinued operations | -- | (201,361 | ) | -- | (80,451 | ) | ||||||
| Interest income, net | (102,856 | ) | (157,517 | ) | (273,176 | ) | (453,732 | ) | ||||
| Income tax expense, discontinued operations | -- | 1,201 | -- | 100 | ||||||||
| Income tax benefit | (249,836 | ) | (21,968 | ) | (2,237,894 | ) | (88,176 | ) | ||||
| Other income, net | -- | -- | (63,750 | ) | (146,269 | ) | ||||||
| Litigation expenses relating to the Cisco ManyCam Litigation | 507,181 | -- | 507,181 | -- | ||||||||
| Depreciation and amortization expense | 624,544 | 205,584 | 1,982,235 | 616,750 | ||||||||
| Stock-based compensation expense | 43,916 | 32,569 | 289,305 | 124,130 | ||||||||
| Adjusted EBITDA | $ | (260,121 | ) | $ | (1,449,381 | ) | $ | (1,120,667 | ) | $ | (2,882,905 | ) |
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