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): August 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<br>to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting material pursuant<br>to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| --- | --- |
| ☐ | Pre-commencement communications<br>pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| --- | --- |
| ☐ | Pre-commencement communications<br>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 August 12, 2025, Intelligent Protection Management Corp. (the “Company”) issued a press release announcing its financial results for the quarter ended June 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 August 12, 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: August 12, 2025 | ||
|---|---|---|
| INTELLIGENT PROTECTION MANAGEMENT CORP. | ||
| By: | /s/ Jason Katz | |
| Jason Katz | ||
| Chief Executive Officer |
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Exhibit99.1
Intelligent Protection Management Corp. ReportsSecond Quarter 2025 Financial Results
Q2 Total Revenue: $5.7 million; Six MonthsTotal Revenue: $11.2 million
Cash Flow from Operations for 1H 2025: $0.9million
Cash and Equivalents: $8.3 million, includingRestricted Cash of $1.0 million
No Long-Term Debt
Investor Conference Call TODAY at 4:30 p.m.Eastern Time
JERICHO, NY / August 12, 2025 / Intelligent Protection ManagementCorp. (“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 the six months ended June 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 six months ended June 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.
Second Quarter 2025 Operational and Business Highlights:
| ● | We were selected by Hewlett Packard Enterprise to be an accredited<br>partner for its HPE Private Cloud AI solution. |
|---|---|
| ● | 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. |
| --- | --- |
| ● | During the quarter, our Board of Directors approved a stock<br>repurchase plan for up to $400,000 of our outstanding common stock, which plan expires on the one-year anniversary of such date. Pursuant<br>to the repurchase plan, we purchased 104,600 shares of common stock during the quarter. |
| --- | --- |
| ● | 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. |
| --- | --- |
Management Discussion
Jason Katz, Chairman and Chief Executive Officer of IPM, said, “We are pleased with the sequential progress made during our first two operational quarters after the acquisition of Newtek Technology Solutions on January 2, 2025 and our successful rebranding to Intelligent Protection Management. During this period, we have laid the groundwork, from sales, marketing, accounting, and human capital, to position IPM to be poised for growth for the benefit of our customers, employees and stakeholders.
Sequentially, revenue for the second quarter increased by 4%, to $5.72 million, as our sales and marketing teams become more effective in servicing and growing our client base.Net loss increased 230% for Q2 2025 to $1.1 million, compared to net income of $0.8 million for Q1 2025. Q2 2025 Adjusted EBITDA improved 22% to negative $0.4 million compared to negative $0.5 million in the first quarter of 2025. As an enterprise cybersecurity and cloud infrastructure technology company we had deferred revenue, of $3.9 million in Q2 2025, which consists of sales that will be recognized in future quarters as product and services are installed. The balance sheet also reflects account receivables totaling $2.4 million, net in Q2 2025 based on the business that has been consummated since the Transactions”
Mr. Katz continued, “We have significant technological expertise, and we operate in large and growing markets where IPM is industry-certified in legal, healthcare and finance, giving us a significant competitive advantage versus our peers. That deep industry experience has led us to provide a “White Glove, High Touch,” service to our clients. Our clients have dedicated Technology Managers as a single point of contact and we do not use voice response telephonic menus or hand off service calls to agents in call centers in foreign countries. Our clients speak directly to their IPM account team members that are familiar with the needs of their business and the history of their account. This is an important IPM advantage”
“As we continue to develop and buildout our company, we are excited for the opportunities ahead as we endeavor to become one of the leading managed technology solutions providers focused on cybersecurity and cloud infrastructure. We look forward to the second half of 2025 and into 2026.”
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Financial Highlights: Three and Six Months ended June 30, 2025
For the three months ended June 30, 2025 revenue totaled $5.7 million compared to $0.3 million for the prior year period. On a sequential basis, total revenue increased 4% from the first quarter of 2025. Revenue for the six months ended June 30, 2025 totaled $11.2 million, compared to $0.5 million in the prior year period. Total revenue by revenue stream for the three-and six month periods ended June 30, 2025 were as follows:
| ○ | Managed information technology revenue was $3.5 million and $7.1 million, respectively. |
|---|---|
| ○ | Procurement revenue was $1.2 million and $2.2 million, respectively. |
| --- | --- |
| ○ | Professional services revenue was $0.7 million and $1.4 million, respectively. |
| --- | --- |
| ○ | Subscription revenue was $0.3 million and $0.6 million, respectively. |
| --- | --- |
| ● | Net loss from continuing operations for the three months ended June 30, 2025 totaled $1.1 million compared to a net loss from continuing<br>operations of $1.3 million for the three months ended June 30, 2024. Net loss from continuing operations for the six months ended June<br>30, 2025 totaled $0.2 million compared to a net loss of $1.5 million for the prior six months ended June 30, 2024. The reduction in net<br>loss was attributed to IPM recording an income tax benefit during the first quarter of approximately $2.1 million in connection with the<br>Transactions. |
| --- | --- |
| ● | Net loss for the three months ended June 30, 2025 totaled $1.1 million compared to a net loss of $0.8 million for the three months<br>ended June 30, 2024. Net loss for the six months ended June 30, 2025 totaled $0.2 million compared to a net loss of $1.1 million for the<br>six months ended June 30, 2024. |
| --- | --- |
| ● | Adjusted EBITDA^1^ for the three months ended June 30, 2025 was negative $0.4 million compared to negative $0.9 million for<br>the three months ended June 30, 2024; while Adjusted EBITDA for the six months ended June 30, 2025 was negative $0.9 million compared<br>to negative $1.4 million for the six months; ended June 30, 2024. |
| --- | --- |
| ● | As of June 30, 2025, we had no long-term debt and cash and cash equivalents totaled $8.3 million (including $1.0 million of restricted<br>cash). |
| --- | --- |
| ● | Cash provided by operations for the six months ended June 30, 2025 was $0.9 million compared to cash used in continuing operations<br>for the six months ended June 30, 2024 of $0.1 million. |
| --- | --- |
| ● | IPM reported deferred revenue of $3.9 million for Q2 2025, which will be recognized as revenue in future quarters as products and/or<br>services are installed. |
| --- | --- |
^^
| ^1^ | Adjusted EBITDA is anon-GAAP financial measure. Please see the discussion below under the heading “Use of Non-GAAP Financial Measures” and thereconciliation at the end of this release for additional information. |
|---|
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Conference Call Access
Date and Time: Tuesday, August 12, 2025, at 4:30 p.m. Eastern Time.
Call-in Information: Interested parties can access the conference call by dialing 877-545-0523 domestically or 973-528-0016 for international callers and referencing the participant access code 693040.
Webcast Information: The webcast will be accessible live and on-demand at https://www.webcaster4.com/Webcast/Page/2856/52737 and accessible on the Investors section of the Company’s website at https://investors.ipm.com/ under Events & Presentations.
Replay: A replay of the call will be available at 877-481-4010 domestically or 919-882-2331 for international callers and the replay passcode is 52737.
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
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, focus following the Transactions, the Company’s potential growth opportunities, the Company’s plans, objectives, strategies, expectations, 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
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INTELLIGENT PROTECTION MANAGEMENT CORP.
CONDENSED CONSOLIDATED BALANCE SHEETS
| December 31,<br><br> 2024 | |||||
|---|---|---|---|---|---|
| Assets | |||||
| Current assets: | |||||
| Cash and cash equivalents | 7,286,978 | $ | 10,588,534 | ||
| Restricted cash | 1,014,714 | -- | |||
| Accounts receivable, net of 269,850 allowance | 2,405,772 | -- | |||
| Due from related party | 864,879 | -- | |||
| Prepaid expense and other current assets | 1,682,845 | 462,422 | |||
| Operating lease right-of-use assets, net | -- | 74,490 | |||
| Employee retention tax credit receivable, net | 114,212 | 114,212 | |||
| Assets held for sale – current | -- | 72,925 | |||
| Total current assets | 13,369,400 | 11,312,583 | |||
| Property and equipment, net | 790,680 | -- | |||
| Intangible assets, net | 8,662,605 | 1,882,781 | |||
| Goodwill | 5,516,501 | 2,663,229 | |||
| Operating lease right of use assets, net | 1,483,724 | -- | |||
| Other assets | 13,937 | 13,937 | |||
| Total assets | 29,836,847 | $ | 15,872,530 | ||
| Liabilities and stockholders’ equity | |||||
| Current liabilities: | |||||
| Accounts payable | 2,340,097 | $ | 380,298 | ||
| Accrued expenses and other current liabilities | 1,059,940 | 509,759 | |||
| Operating lease liabilities, current portion | 768,060 | 74,490 | |||
| Deferred revenue | 3,856,401 | 555,039 | |||
| Earnout liability | 704,000 | -- | |||
| Liabilities held for sale - current | -- | 2,024,237 | |||
| Total current liabilities | 8,728,498 | 3,543,823 | |||
| Operating lease liabilities, non-current portion | 710,911 | -- | |||
| Deferred tax liability | 506,683 | 429,045 | |||
| Total liabilities | 9,946,092 | 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 June 30, 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 9,132,387 and 9,236,987 shares outstanding as of June 30, 2025 and December 31, 2024, respectively | 9,879 | 9,879 | |||
| Treasury stock, at cost, 746,563 and 641,963 shares repurchased as of June 30, 2025 and December 31, 2024, respectively | (1,412,135 | ) | (1,199,337 | ) | |
| Additional paid-in capital | 44,841,286 | 36,399,897 | |||
| Accumulated deficit | (23,552,275 | ) | (23,310,777 | ) | |
| Total stockholders’ equity | 19,890,755 | 11,899,662 | |||
| Total liabilities and stockholders’ equity | 29,836,847 | $ | 15,872,530 |
All values are in US Dollars.
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INTELLIGENT PROTECTION MANAGEMENT CORP.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
| Six Months Ended <br> June 30, | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| 2024 | 2025 | 2024 | |||||||||
| Revenue | |||||||||||
| Managed information technology, includes 1,827,817 and 3,516,400 of related party revenue for the three and six months, respectively | 3,506,754 | $ | -- | $ | 7,065,587 | $ | -- | ||||
| Procurement revenue, includes 23,361 and 77,881 of related party revenue for the three and six months, respectively | 1,248,401 | -- | 2,199,780 | -- | |||||||
| Professional services revenue, includes 56,396 and 108,246 of related party revenue for the three and six months, respectively | 688,815 | -- | 1,415,422 | -- | |||||||
| Subscription revenue | 278,629 | 271,409 | 559,848 | 542,981 | |||||||
| Total revenue | 5,722,599 | 271,409 | 11,240,637 | 542,981 | |||||||
| Costs and expenses, exclusive of depreciation and amortization shown separately below | |||||||||||
| Costs of revenue | 2,857,449 | 73,037 | 5,322,112 | 134,673 | |||||||
| Sales, marketing and product development expense | 839,397 | 257,398 | 1,604,761 | 523,187 | |||||||
| General and administrative expense | 2,481,801 | 786,442 | 5,419,698 | 1,530,015 | |||||||
| Depreciation and amortization | 673,651 | 205,583 | 1,357,692 | 411,166 | |||||||
| Total costs and expenses | 6,852,298 | 1,322,460 | 13,704,263 | 2,599,041 | |||||||
| Operating loss from continuing operations | (1,129,699 | ) | (1,051,051 | ) | (2,463,626 | ) | (2,056,060 | ) | |||
| Interest income, net | 87,928 | 144,231 | 170,320 | 296,215 | |||||||
| Other income, net | 63,750 | 146,269 | 63,750 | 146,269 | |||||||
| Loss from continuing operations before income tax benefit | (978,021 | ) | (760,551 | ) | (2,229,556 | ) | (1,613,576 | ) | |||
| Income tax (expense) benefit | (72,007 | ) | (532,502 | ) | 1,988,058 | 66,208 | |||||
| Net loss from continuing operations | (1,050,028 | ) | (1,293,053 | ) | (241,498 | ) | (1,547,368 | ) | |||
| Income from discontinued operations, net of income tax benefit of 481,911 and 1,101 for the three and six months ended June 30, 2024 | -- | 358,902 | -- | 120,910 | |||||||
| Net loss | (1,050,028 | ) | $ | (934,151 | ) | $ | (241,498 | ) | $ | (1,426,458 | ) |
| Net income (loss) per share of common stock: | |||||||||||
| Basic – continuing operations | (0.08 | ) | (0.14 | ) | (0.02 | ) | $ | (0.17 | ) | ||
| Diluted – continuing operations | (0.08 | ) | (0.14 | ) | (0.02 | ) | $ | (0.17 | ) | ||
| Basic – discontinued operations | -- | 0.04 | -- | $ | 0.02 | ||||||
| Diluted – discontinued operations | -- | 0.04 | -- | $ | 0.02 | ||||||
| Basic | (0.08 | ) | (0.10 | ) | (0.02 | ) | $ | (0.15 | ) | ||
| Diluted | (0.08 | ) | (0.10 | ) | (0.02 | ) | $ | (0.15 | ) | ||
| 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 | -- | 3,977,901 | -- | |||||||
| Weighted average number of shares of Common Stock used in calculating net loss per share of Common Stock, basic and diluted | 9,201,658 | -- | 9,219,225 | -- | |||||||
| Basic and diluted net loss per share of Series A Preferred Stock, basic and diluted | (0.08 | ) | -- | $ | (0.02 | ) | -- | ||||
| Basic and diluted net loss per share of Common Stock, basic and diluted | (0.08 | ) | -- | $ | (0.02 | ) | -- | ||||
| Weighted average number of shares of common stock used in calculating net loss per share of common stock: | |||||||||||
| Basic | 13,201,658 | 9,222,157 | 13,197,125 | 9,222,157 | |||||||
| Diluted | 13,201,658 | 9,222,157 | 13,197,125 | 9,222,157 |
All values are in US Dollars.
6
INTELLIGENT PROTECTION MANAGEMENT CORP.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
| For the Six Months Ended<br> June 30, | ||||||
|---|---|---|---|---|---|---|
| 2025 | 2024 | |||||
| Cash flows from operating activities: | ||||||
| Net loss | $ | (241,498 | ) | $ | (1,426,458 | ) |
| Net (income) from discontinued operations | — | (120,910 | ) | |||
| Net loss from continuing operations | $ | (241,498 | ) | $ | (1,547,368 | ) |
| Adjustments to reconcile net loss from continuing operations to net cash provided by (used in) operating activities: | ||||||
| Amortization of intangible assets | 1,130,176 | 411,166 | ||||
| Amortization of operating lease right-of-use assets | 415,661 | 39,383 | ||||
| Depreciation of property and equipment | 227,515 | |||||
| Deferred tax liability | — | (66,208 | ) | |||
| Income tax benefit | (1,971,762 | ) | (4,200 | ) | ||
| Stock-based compensation | 245,389 | 91,561 | ||||
| Allowance for credit losses | 3,436 | — | ||||
| Changes in operating assets and liabilities, net of acquired assets and disposition: | ||||||
| Accounts receivable | 1,199,060 | — | ||||
| Operating lease liabilities | (420,414 | ) | (39,383 | ) | ||
| Prepaid expense and other current assets | (1,650,494 | ) | 494,202 | |||
| Accounts payable, accrued expenses and other current liabilities | 2,067,674 | 531,849 | ||||
| Deferred revenue | (148,638 | ) | (14,212 | ) | ||
| Net cash provided by (used in) operating activities – continuing operations | 856,105 | (103,210 | ) | |||
| Net cash used in operating activities –discontinued operations | — | (668,835 | ) | |||
| Net cash provided by (used in) operating activities | 856,105 | (772,045 | ) | |||
| 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 | (212,798 | ) | — | |||
| Net cash provided by financing activities | 1,137,202 | — | ||||
| Net decrease in cash and cash equivalents | (2,286,842 | ) | (772,045 | ) | ||
| 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 $1,014,714 at June 30, 2025 | $ | 8,301,692 | $ | 12,796,004 | ||
| 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.
8
| Three Months Ended | Six Months Ended | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| June 30,<br> (unaudited) | June 30,<br> (unaudited) | |||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||
| Reconciliation of net loss to Adjusted EBITDA: | ||||||||||||
| Net loss | $ | (1,050,028 | ) | $ | (1,293,053 | ) | $ | (241,498 | ) | $ | (1,547,368 | ) |
| Net income from discontinued operations | -- | 358,902 | -- | 120,910 | ||||||||
| Interest income, net | (87,928 | ) | (144,231 | ) | (170,320 | ) | (296,215 | ) | ||||
| Income tax expense, discontinued operations | -- | (481,911 | ) | -- | (1,101 | ) | ||||||
| Income tax expense (benefit) | 72,007 | 532,502 | (1,988,058 | ) | (66,208 | ) | ||||||
| Other income, net | (63,750 | ) | (146,269 | ) | (63,750 | ) | (146,269 | ) | ||||
| Depreciation and amortization expense | 673,650 | 205,583 | 1,357,691 | 411,166 | ||||||||
| Stock-based compensation expense | 77,760 | 32,250 | 245,389 | 91,561 | ||||||||
| Adjusted EBITDA | $ | (378,289 | ) | $ | (936,227 | ) | $ | (860,546 | ) | $ | (1,433,524 | ) |
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