Intelligent Protection Management (IPM) Proxy Filing summary

Executive summary

• Proposes acquisition of Newtek Technology Solutions, Inc. (NTS) for $4M cash and 4M shares of Series A Non-Voting Preferred Stock, plus up to $5M earn-out based on 2025–2026 EBITDA performance.

• Simultaneously proposes divestiture of consumer-facing assets (Paltalk, Camfrog, Vumber) to Meteor Mobile for $1.35M cash plus future earn-out payments based on revenue over 3.5 years.

• Post-transaction, company will focus on B2B technology services, rebrand as Intelligent Protection Management Corp., and change ticker to IPM.

• Board unanimously recommends approval of all proposals, citing strategic shift to higher-growth, scalable markets and improved financial prospects.

Voting matters and shareholder proposals

• Four proposals: (1) Stock Issuance for NTS acquisition, (2) Divestiture of consumer assets, (3) Advisory vote on executive compensation related to the transactions, (4) Adjournment if more time is needed for votes.

• Stockholder approval required under Nasdaq rules and Delaware law for both the stock issuance and asset sale.

• Voting agreements in place with holders of 42.8% of outstanding shares to support all proposals.

Board of directors and corporate governance

• Newtek will nominate one director to the board post-acquisition, provided it maintains at least 10% ownership.

• Jason Katz remains CEO and Chairman; Kara Jenny remains CFO; Jared Mills (NTS President) to become President; Adam Zalko to become COO.