Intelligent Protection Management (IPM) Proxy Filing summary

Executive summary

• Special Meeting on December 30, 2024, to approve a transformative acquisition and divestiture strategy.

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

• Divestiture of consumer-facing assets (Paltalk, Camfrog, Vumber) to Meteor Mobile for $1.35M cash, assumption of liabilities, and multi-year revenue-based earn-out.

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

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.

• Board unanimously recommends voting FOR all proposals.

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

Board of directors and corporate governance

• Board to add a Newtek-nominated director post-acquisition, expected to be Barry Sloane.

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