Intelligent Protection Management (IPM) Proxy Filing summary

Executive summary

• Entered into a definitive merger agreement to acquire Newtek Technology Solutions, Inc. (NTS) from NewtekOne, Inc., with closing expected in Q4 2024 or Q1 2025, subject to shareholder and regulatory approvals, and the divestiture of certain legacy applications.

• Consideration includes $4 million in cash and 4 million shares of newly created Series A Non-Voting Common Equivalent Stock, with up to $5 million additional earn-out based on 2025–2026 EBITDA performance.

• Newtek will own approximately 30.3% of the outstanding common stock on an as-converted, fully diluted basis post-closing, subject to a one-third total equity cap.

• The board unanimously approved the transaction and recommends shareholders vote in favor.

Voting matters and shareholder proposals

• Shareholders will vote on the issuance of preferred stock to Newtek and the required divestiture of the “Paltalk,” “Camfrog,” and “Tinychat” applications.

• Voting and support agreements have been executed with key shareholders, directors, and executives to support the proposals.

• Proxy materials will be filed with the SEC, and a shareholder meeting is anticipated in Q4 2024.

Board of directors and corporate governance

• Post-closing, Newtek will have the right to nominate one board representative, provided it maintains at least 10% ownership.

• The board will use best efforts to elect and solicit proxies for the Newtek nominee at future meetings.