INTELLIGENT PROTECTION MANAGEMENT CORP. 10-K

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA Page Number Report of Independent Registered Public Accounting Firms (Grassi & Co., CPAs, P.C. PCAOB No. 606; Marcum LLP PCAOB No. 688 ) F-2 – F-4 Consolidated Balance Sheets as of December 31, 2024 and 2023 F-5 Consolidated Statements of Operations for the Years Ended December 31, 2024 and 2023 F-6 Consolidated Statements of Changes in Stockholders’ Equity for the Years Ended December 31, 2024 and 2023 F-7 Consolidated Statements of Cash Flows for the Years Ended December 31, 2024 and 2023 F-8 Notes to Consolidated Financial Statements F-9 F- 1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors and Stockholders of Intelligent Protection Management Corp. Opinion on the Financial Statements We have audited the accompanying balance sheet of Intelligent Protection Management Corp. (the “Company”) as of December 31, 2024, and the related statements of operations, stockholders’ equity, and cash flows for the year then ended, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024, and the results of its operations and its cash flows for the year then ended, in conformity with accounting principles generally accepted in the United States of America. We also have audited the adjustments to the 2023 consolidated financial statements to retrospectively present the discontinued operations and held for sale presentation, as described in Note 3. In our opinion, such adjustments are appropriate and have been properly applied. We were not engaged to audit, review, or apply any procedures to the 2023 consolidated financial statements of the Company other than with respect to the adjustments and, accordingly, we do not express an opinion or any other form of assurance on the 2023 consolidated financial statements taken as a whole. As discussed in Note 2 to the consolidated financial statements, the Company adopted ASU 2023-07, Segment Reporting (Topic 280) as of December 31, 2024 on a retrospective basis. We have audited the Company’s implementation of ASU 2023-07 and the related disclosures. In our opinion such adoption is appropriate and has been properly applied. We were not engaged to audit, review, or apply any procedures to the 2023 financial statements of the Company other than with respect to the implementation of ASU 2023-07, and accordingly, we do not express an opinion or any other form of assurance on the 2023 financial statements taken as a whole. Basis for Opinion These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provide a reasonable basis for our opinion. Critical Audit Matters The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate. F- 2 Valuation of Goodwill Description of the matter As discussed in Note 2 to the consolidated financial statements, the Company performs its impairment test of goodwill on an annual basis, or more frequently if events or circumstances indicate that the carrying value of goodwill exceeds its fair value. The principal consideration for our determination that this was a critical audit matter is the complexity surrounding the held for sale classification of the reporting unit and related goodwill in connection with the divestiture subsequent to year-end. Auditing the valuation of goodwill involves complex judgements due to subjective evaluation of indicators and significant estimation required in determining the recoverability and fair value of goodwill. How we addressed the matter Our audit procedures related to the valuation of goodwill included the following, among others, a) We evaluated the design of certain controls over the Company’s impairment assessment of goodwill. We considered management’s internal controls in determining the nature, timing and extent of audit tests applied in our audit. b) We evaluated management’s assessment of qualitative factors relating to the goodwill recoverability, by accumulating our understanding of the reporting unit’s performance and divesture transaction subsequent to year-end. c) As a result of impairment indicators identified: i. We obtained management’s evaluation of impairment under both ASC 350, Intangibles – Goodwill and Other and ASC 360, Property, Plant and Equipment . ii. We obtained management’s calculation of goodwill impairment and audited the inputs inclusive of the divestiture transaction subsequent to year end. d) We assessed the Company’s disclosure of its impairment assessments and resultant impairment included in Note 2. /s/ Grassi & Co., CPAs, P.C. We have served as the Company’s auditor since 2024. Jericho, NY March 24, 2025 F- 3 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Stockholders and Board of Directors of Intelligent Protection Management Corp. (f/k/a Paltalk, Inc.) Opinion on the Financial Statements We have audited, before the effects of the retrospective adjustments for the adoption of ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures (“ASU 2023-07”) discussed in Note 2 and discontinued operations and held for sale presentation discussed in Note 1 and Note 3 to the consolidated financial statements, the accompanying consolidated balance sheet of Intelligent Protection Management Corp. (f/k/a Paltalk, Inc.) (the “Company”) as of December 31, 2023, the related consolidated statements of operations, changes in stockholders’ equity and cash flows for the year ended December 31, 2023, and the related notes (collectively referred to as the “financial statements”). In our opinion, the 2023 financial statements, before the effects of the retrospective adjustment for the adoption of ASU 2023-07 discussed in Note 2 and discontinued operations and held for sale presentation discussed in Note 1 and Note 3, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2023, and the results of its operations and its cash flows for the year ended December 31, 2023, in conformity with accounting principles generally accepted in the United States of America. We were not engaged to audit, review, or apply any procedures to the retrospective adjustments for the adoption of ASU 2023-07 discussed in Note 2 and discontinued operations and held for sale presentation discussed in Note 1 and Note 3 to the consolidated financial statements, and accordingly, we do not express an opinion or any other form of assurance about whether such retrospective adjustments are appropriate and have been properly applied. Those retrospective adjustments were audited by other auditors. Basis for Opinion These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion. /s/ Marcum llp Marcum llp We have served as the Company’s auditor from 2016 through March 18, 2024. New York, NY March 15, 2024 F- 4 INTELLIGENT PROTECTION MANAGEMENT CORP. CONSOLIDATED BALANCE SHEETS December 31, 2024 2023 Assets Current assets: Cash and cash equivalents $ 10,588,534 $ 13,568,049 Employee retention tax credit receivable, net 114,212 114,212 Prepaid expense and other current assets 462,422 744,510 Assets held for sale - current 72,925 338,828 Total current assets 11,238,093 14,765,599 Operating lease right-of-use asset 74,490 77,005 Assets held for sale - noncurrent 2,663,229 6,326,250 Intangible assets, net 1,882,781 2,704,477 Other assets 13,937 13,937 Total assets $ 15,872,530 $ 23,887,268 Liabilities and stockholders’ equity Current liabilities: Accounts payable $ 380,298 99,307 Accrued expenses and other current liabilities 509,759 53,423 Operating lease liabilities, current portion 74,490 77,005 Deferred subscription revenue 555,039 544,442 Liabilities held for sale - current 2,024,237 2,364,363 Total current liabilities 3,543,823 3,138,540 Deferred tax liability 429,045 614,041 Total liabilities 3,972,868 3,752,581 Commitments and contingencies (Note 10) Stockholders’ equity: Common stock, $ 0.001 par value, 25,000,000 shares authorized, 9,878,950 shares issued and 9,236,987 and 9,222,157 shares outstanding as of December 31, 2024 and 2023, respectively 9,879 9,864 Treasury stock, 641,963 shares repurchased as of December 31, 2024 and 2023 respectively ( 1,199,337 ) ( 1,199,337 ) Additional paid-in capital 36,399,897 36,208,728 Accumulated deficit ( 23,310,777 ) ( 14,884,568 ) Total stockholders’ equity 11,899,662 20,134,687 Total liabilities and stockholders’ equity $ 15,872,530 23,887,268 The accompanying notes are an integral part of these consolidated financial statements. F- 5 INTELLIGENT PROTECTION MANAGEMENT CORP. CONSOLIDATED STATEMENTS OF OPERATIONS Years Ended December 31, 2024 2023 Revenue Subscription revenue $ 1,098,280 $ 962,032 Costs and expenses Costs of revenue 262,888 284,892 Sales and marketing expense 61,706 91,939 Product development expense 215,538 210,232 General and administrative expense 5,679,697 4,072,580 Total costs and expenses 6,219,829 4,659,643 Loss from continuing operations ( 5,121,549 ) ( 3,697,611 ) Interest income, net 569,016 639,611 Other income, net 146,269 343,045 Loss from continuing operations before income tax benefit ( 4,406,264 ) ( 2,714,955 ) Income tax benefit 137,589 27,947 Net loss from continuing operations ( 4,268,675 ) ( 2,687,008 ) (Loss) income from discontinued operations, net of income tax expense of $ 24,357 and $ 7,695 , respectively ( 4,157,534 ) 1,619,673 Net loss $ ( 8,426,209 ) $ ( 1,067,335 ) Net loss per share of common stock: Basic – continuing operations $ ( 0.48 ) $ ( 0.29 ) Diluted – continuing operations $ ( 0.48 ) $ ( 0.29 ) Basic – discontinued operations $ ( 0.43 ) $ 0.17 Diluted – discontinued operations $ ( 0.43 ) $ 0.17 Basic $ ( 0.91 ) $ ( 0.12 ) Diluted $ ( 0.91 ) $ ( 0.12 ) Weighted average number of shares of common stock used in calculating net loss per share of common stock: Basic 9,227,197 9,222,206 Diluted 9,227,197 9,222,206 The accompanying notes are an integral part of these consolidated financial statements. F- 6 INTELLIGENT PROTECTION MANAGEMENT CORP. CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023 Common Stock Treasury Stock Additional Paid-in Accumulated Total Stockholders’ Shares Amount Shares Amount Capital Deficit Equity Balance at December 31, 2022 9,864,120 $ 9,864 $ ( 636,771 ) $ ( 1,192,124 ) $ 35,973,735 $ ( 13,817,233 ) $ 20,974,242 Stock-based compensation expense - - - - 234,993 - 234,993 Repurchases of common stock - - ( 5,192 ) ( 7,213 ) - - ( 7,213 ) Net loss - - - - - ( 1,067,335 ) ( 1,067,335 ) Balance at December 31, 2023 9,864,120 9,864 ( 641,963 ) ( 1,199,337 ) 36,208,728 ( 14,884,568 ) 20,134,687 Stock-based compensation expense - - - - 151,412 - 151,412 Exercise of employee stock options 14,830 15 - - 39,757 - 39,772 Net loss - - - - - ( 8,426,209 ) ( 8,426,209 ) Balance at December 31, 2024 9,878,950 $ 9,879 $ ( 641,963 ) $ ( 1,199,337 ) $ 36,399,897 $ ( 23,310,777 ) $ 11,899,662 The accompanying notes are an integral part of these consolidated financial statements. F- 7 INTELLIGENT PROTECTION MANAGEMENT CORP. CONSOLIDATED STATEMENTS OF CASH FLOWS Years Ended December 31, 2024 2023 Cash flows from operating activities: Net loss $ ( 8,426,209 ) $ ( 1,067,335 ) Net loss (income) from discontinued operations 4,157,534 ( 1,619,673 ) Net loss from continuing operations $ ( 4,268,675 ) $ ( 2,687,008 ) Adjustments to reconcile net loss from continuing operations to net cash used in operating activities: Amortization of intangible assets 821,696 822,334 Amortization of operating lease right-of-use assets 83,700 82,176 Income tax benefit ( 71,764 ) ( 82,610 ) Deferred tax liability ( 137,589 ) ( 27,947 ) Stock-based compensation 151,412 234,993 Changes in operating assets and liabilities: Operating lease liability ( 83,700 ) ( 82,176 ) Employee retention tax credit receivable, net -- ( 114,212 ) Prepaid expense and other current assets 95,343 ( 295,491 ) Accounts payable, accrued expenses and other current liabilities 737,327 ( 335,369 ) Deferred subscription revenue 10,597 ( 494,889 ) Net cash used in operating activities – continuing operations ( 2,661,653 ) ( 2,980,199 ) Net cash (used in) provided by operating activities –discontinued operations ( 357,634 ) 1,900,528 Net cash used in operating activities ( 3,019,287 ) ( 1,079,671 ) Cash flows from investing activities: Payment of contingent consideration -- ( 85,000 ) Net cash used in investing activities -- ( 85,000 ) Cash flows from financing activities: Proceeds from exercise of employee stock options 39,772 -- Purchase of treasury stock -- ( 7,213 ) Net cash provided by (used in) financing activities 39,772 ( 7,213 ) Net decrease in cash and cash equivalents ( 2,979,515 ) ( 1,171,884 ) Balance of cash and cash equivalents at beginning of year 13,568,049 14,739,933 Balance of cash and cash equivalents at end of year $ 10,588,534 $ 13,568,049 The accompanying notes are an integral part of these consolidated financial statements. F- 8 INTELLIGENT PROTECTION MANAGEMENT CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 1. Organization and Description of Business Overview The accompanying condensed consolidated financial statements include Intelligent Protection Management Corp. (f/k/a Paltalk, Inc.) and its wholly owned subsidiaries, A.V.M. Software, Inc., Paltalk Software Inc., Paltalk Holdings, Inc., Tiny Acquisition Inc., Camshare, Inc., Fire Talk LLC, Vumber LLC and ManyCam ULC (collectively, the “Company”). Prior to the completion of the Transactions (as defined below), the Company operated a network of consumer applications. The Company’s product portfolio included Paltalk, Camfrog and Tinychat, which together hosted a large collection of video-based communities. The Company’s other products included Vumber, which is a telecommunications services provider that enables users to communicate privately by having multiple phone numbers with any area code through which calls can be forwarded to a user’s existing telephone number. Following the Transactions, the Company continues to support its ManyCam software, which is a live streaming software and virtual camera that allows users to deliver professional live videos on streaming platforms, video conferencing apps and distance learning tools. Following the Transactions, the Company provides a comprehensive range of IT-related services, including dedicated server hosting, cloud hosting, data storage, managed security, backup and disaster recovery, and other related services including consulting and implementing technology solutions for large enterprise and commercial clients across the United States as well as small-and-medium sized businesses. The Company has an over 20-year history of technology innovation and holds eight patents. Recent Developments On January 2, 2025 (the “Closing Date”), the Company completed the acquisition of Newtek Technology Solutions, Inc., a New York corporation (“NTS”), pursuant to that certain Agreement and Plan of Merger (the “Acquisition Agreement”), dated August 11, 2024, by and among the Company, PALT Merger Sub 1, Inc., a New York corporation and a direct and wholly owned subsidiary of the Company (“First Merger Sub”), PALT Merger Sub 2, LLC, a Delaware limited liability company and a direct and wholly owned subsidiary of the Company (“Second Merger Sub”), NTS and NewtekOne, Inc., a Maryland corporation and the sole stockholder of NTS. Pursuant to the terms of the Acquisition Agreement, on the Closing Date: (i) NTS merged with and into First Merger Sub, with NTS continuing as the surviving entity (the “Interim Surviving Entity” and such merger, the “First Step Merger”), and (ii) immediately following the consummation of the First Step Merger, the Interim Surviving Entity merged with and into Second Merger Sub (the “Second Step Merger” and, together with the First Step Merger, the “Acquisition”), with the Second Merger Sub surviving as a wholly owned subsidiary of the Company. Following the closing of the Acquisition (the “Acquisition Closing”), the Company changed its name from “Paltalk, Inc.” to “Intelligent Protection Management Corp.” The aggregate consideration delivered by the Company to Newtek at the Acquisition Closing consisted of (i) $ 4,000,000 in cash (as adjusted pursuant to the Acquisition Agreement, the “Acquisition Closing Cash Consideration”) and (ii) 4,000,000 shares of the Company’s Series A Non-Voting Common Equivalent Stock (the “Series A Preferred Stock” and such shares issued at the Acquisition Closing, the “Acquisition Closing Stock Consideration” and together with the Acquisition Closing Cash Consideration, the “Acquisition Closing Consideration”). The Series A Preferred Stock will automatically convert into one share of our common stock, par value $ 0.001 per share (subject to certain customary anti-dilution adjustments), upon the occurrence of certain qualifying transfers by Newtek to third parties. In addition to the Acquisition Closing Consideration, Newtek is entitled to earn-out payments under certain circumstances. For more information, see the Note 11, “ Subsequent Events ” below. In connection with the Acquisition, the Company incurred professional fees of $ 1.8 million for the year ended December 31, 2024. These amounts are included in general and administrative expenses. On the Closing Date and prior to the Acquisition Closing, the Company completed the sale to Meteor Mobile Holdings, Inc., a Delaware corporation (“Meteor Mobile”), of its telecommunications services provider, “Vumber”, as well as its “Paltalk” and “Camfrog” applications and certain assets and liabilities related to such services provider and applications (the “Transferred Assets,” and such sale, the “Divestiture,” and, together with the Acquisition, the “Transactions”) pursuant to that certain Asset Purchase Agreement, dated November 7, 2024, by and among the Company, its wholly owned subsidiaries Paltalk Holdings, Inc., Paltalk Software, Inc., Camshare, Inc., A.V.M. Software, Inc. and Vumber, LLC (collectively, the “Sellers”), and Meteor Mobile. As a result of the Divestiture, the Company is no longer engaged in the business of providing video-based, live streaming, virtual camera and telecommunications software to consumers, as and to the extent such businesses were previously conducted by the Company pursuant to the “Vumber,” “Paltalk” and “Camfrog” applications. In addition, prior to the Acquisition Closing, the Company ceased all operations of its “Tinychat” service and application. The consideration delivered by Meteor Mobile to the Company at the closing of the Divestiture consisted of (i) $ 1,350,000 in cash and (ii) the assumption of all of the liabilities of the Sellers arising out of, or relating to, the Business or the Transferred Assets, other than certain excluded liabilities (the “Divestiture Closing Consideration”). In connection with the Divestiture, the Company is entitled to earn-out payments under certain circumstances. For more information, see the Note 11, “ Subsequent Events ” below. F- 9 INTELLIGENT PROTECTION MANAGEMENT CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Discontinued Operations During the year ended December 31, 2024, the Transferred Assets met the criteria for classification as assets held for sale and discontinued operations as the Company received stockholder approval of the sale of its Transferred Assets at its special meeting of stockholders held on December 30, 2024. As such, assets and liabilities related to these divested assets are presented as held for sale/discontinued operations on the consolidated balance sheet as of December 31, 2024 and 2023 respectively, and the results of operations are presented as discontinued operations on the consolidated statement of operations for the fiscal years ended December 31, 2024 and 2023, respectively. Subsequent to year end, on January 2, 2025, the Company completed the Divestiture as described above. Employee Retention Tax Credit Under the provisions of the extension of the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”), the Company was eligible for a refundable employee retention tax credit (the “ERTC”) subject to certain criteria. During the year ended December 31, 2023, the Company applied for the ERTC and recorded a receivable in the amount of $ 343,045 , net of related costs, which was recognized in the Company’s condensed consolidated statement of operations as other income. As of December 31, 2023, the Company had received an aggregate of $ 294,833 , which was recorded as a reduction of the receivable on the Company’s consolidated balance sheet. As of December 31, 2024, the balance due to the Company was $ 114,212 . 2. Summary of Significant Accounting Policies Principles of Consolidation The accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries and were prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and with the requirements of the Security and Exchange Commission (“SEC”). All intercompany balances and transactions have been eliminated upon consolidation. Recent Accounting Standards In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-07, “ Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures” (“ASU 2023-07”). ASU 2023-07 is effective for public entities for fiscal years beginning after December 15, 2023, and interim periods in fiscal years beginning after December 15, 2024, and requires single reporting entities to comply with the expanded reportable segment disclosures outlined in the ASU. The expanded reportable segment disclosures are intended to enhance certain disclosures surrounding significant segment expenses. The Company reports its segment information to reflect the manner in which the chief operating decision maker (the “CODM”) reviews and assesses performance. The Company’s Chief Executive Officer, President and Chief Operating Officer have joint responsibility as the CODM and review and assess the performance of the Company as a whole. The primary financial measures used by the CODM to evaluate performance and allocate resources are net income (loss) and operating income (loss). The CODM uses net income (loss) and operating income (loss) to evaluate the performance of the Company’s ongoing operations and as part of the Company’s internal planning and forecasting processes. Information on net income (loss) and operating income (loss) is disclosed in the Consolidated Statements of Operations. Segment expenses and other segment items are provided to the CODM on the same basis as disclosed in the Consolidated Statements of Operations. The CODM does not evaluate performance or allocate resources based on segment assets, and therefore such information is not presented in the notes to the financial statements. As the Company is a single-segment business, the adoption of this new standard did not have a material effect on the Company’s financial statements. In November 2024, the FASB issued ASU 2024-03, Disaggregation of Income Statement Expenses. The new standard requires entities to disclose additional information about certain expenses, such as purchases of inventory, employee compensation, depreciation, intangible asset amortization, as well as selling expenses included in commonly presented expense captions on the income statement. The FASB further clarified the effective date in January 2025 with the issuance of ASU 2025-01, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date. The ASU is effective for fiscal years beginning after December 15, 2026, and interim periods beginning after December 15, 2027. Companies have the option to apply this guidance either on a retrospective or prospective basis, and early adoption is permitted. The company is currently evaluating this guidance to determine the impact it may have on its consolidated financial statements and related disclosures. F- 10 INTELLIGENT PROTECTION MANAGEMENT CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions about future events that affect the amounts reported in the financial statements and accompanying notes. Future events and their effects cannot be determined with absolute certainty. Therefore, the determination of estimates requires the exercise of judgment. Actual results inevitably will differ from those estimates, and such differences may be material to the financial statements. During the year ended December 31, 2024, the most significant accounting estimate inherent in the preparation of the Company’s financial statements was the evaluation of goodwill for impairment. Revenue Recognition In accordance with Accounting Standards and Codifications (“ASC”) 606, Revenue from Contracts with Customers , revenue from contracts with customers was historically recognized when control of the promised services was transferred to the customers in an amount that reflected the consideration the Company expected to receive in exchange for those services. Sales tax was excluded from reported revenue. The Company elected the practical expedient allowable by the guidance to not disclose information about remaining performance obligations pertaining to contracts that had an original expected duration of one year or less. Subscription Revenue The Company historically generated subscription revenue primarily from monthly premium subscription services. Subscription revenues are presented net of refunds, credits, and known and estimated credit card chargebacks. During the years ended December 31, 2024 and 2023, subscriptions were offered in durations of one-, six- twelve- and twenty four-month terms. All subscription fees, however, were paid by credit card at the origination of the subscription regardless of the term of the subscription. Revenues from multi-month subscriptions were recognized on a straight-line basis over the period where the service was offered to the customer, indicated by length of the subscription term purchased. The unearned portion of subscription revenue is presented as deferred revenue in the accompanying consolidated balance sheets. Deferred revenue attributed to continuing operations at December 31, 2023 was $ 544,442 , and deferred revenue attributed to discontinued operation at December 31, 2023 was $ 1,498,920 , the total of $ 2,043,362 which was subsequently recognized as subscription revenue during the year ended December 31, 2024. The ending balance of deferred revenue at December 31, 2024 related to subscription revenue from continuing operations was $ 555,039 and deferred revenue related to discontinued operations was $ 1,596,199 for a total of $ 2,151,238 . In addition, the Company offered virtual gifts to its users during the years ended December 31, 2024 and 2023. Users could purchase credits in $5, $10 or $20 increments that can be redeemed for a host of virtual gifts such as a rose, a beer or a car, among other items. These gifts were given among users to enhance communication and were typically redeemed within 30 days of purchase. Upon purchase, the virtual gifts were credited to the users’ account and were under the users’ control. Virtual gift revenue was recognized upon the users’ redemption of virtual gifts at the fixed transaction price and included in subscription revenue in the accompanying consolidated statements of operations. Virtual gift revenue is presented as deferred revenue in the consolidated balance sheets until virtual gifts are redeemed. Virtual gift revenue was $ 3,017,047 and $ 4,522,461 for the years ended December 31, 2024 and 2023, respectively. The ending balance of deferred revenue from virtual gifts at December 31, 2024 and 2023 was $ 673,874 and $ 374,696 , respectively. These amounts are included in discontinued operations for all periods presented as they relate to revenue from the Transferred Assets. The accounts receivable amount is related to amounts due in connection with advertising revenue. At December 31, 2024, approximately 50 % of the Company’s accounts receivable was from four customers. At December 31, 2023, approximately 31 % of the Company’s accounts receivable was from three customers. Net (Loss) Income Per Share Basic earnings and net (loss) income per share was computed by dividing the net (loss) income available to common stockholders by the weighted average number of common shares outstanding during the period as defined by ASC Topic 260, Earnings Per Share . Diluted earnings per share was computed using the weighted average number of common shares and, if dilutive, potential common shares outstanding during the period. Potential common shares consist of the incremental common shares issuable upon the exercise of stock options (using the treasury stock method). To the extent stock options were antidilutive, they were excluded from the calculation of diluted income per share. F- 11 INTELLIGENT PROTECTION MANAGEMENT CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Cash and Cash Equivalents The Company considers all highly liquid investments with an original maturity of three months or less at the date of purchase, as well as certain other short term treasury bills, to be cash equivalents. Cash and cash equivalents consist of cash on deposit with banks and money market funds. The Company maintains cash in bank accounts which, at times, may exceed federally insured limits. As part of its cash management process, the Company periodically reviews the relative credit standing of these banks. The Company has not experienced any losses in such accounts and periodically evaluates the credit worthiness of the financial institutions and has determined the credit exposure to be negligible. Goodwill Goodwill is recorded when the purchase price paid for an acquisition exceeds the estimated fair value of the net identified tangible and intangible assets acquired. The Company evaluates its goodwill for impairment in accordance with ASC 350, Intangibles – Goodwill and Other (as amended by ASU 2017-04) , by assessing qualitative factors to determine whether it is more likely than not (that is, a likelihood of more than 50 percent) that the fair value of a reporting unit is less than its carrying amount, including goodwill. The Company performs the quantitative goodwill impairment test, if, after assessing the totality of events or circumstances such as those described in paragraph ASC 350-20-35-3C(a) through (g), the Company determines that it was more likely than not that the fair value of a reporting unit is less than its carrying amount. An impairment charge is recognized for the amount by which the carrying amount exceeded the reporting unit’s fair value, limited to the total amount of goodwill related to the reporting unit. The Company tests the recorded amount of goodwill for impairment on an annual basis on December 31 of each fiscal year or more frequently if there are indicators that the fair value of the goodwill exceeds its carrying amount. The Company has one reporting unit. The Company received stockholder approval for the sale of the Transferred Assets at its special meeting of stockholders held on December 30, 2024. On December 31, 2024, following its special meeting of stockholders, the Company performed a qualitative assessment and concluded that $ 3.7 million was impaired as of December 31, 2024 and is included in the loss from discontinued operations. Income Taxes The Company accounts for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements. Under this method, the Company determines deferred tax assets and liabilities on the basis of the differences between the financial statement and tax bases of assets and liabilities by using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date. The Company recognizes deferred tax assets to the extent that the Company believes that these assets are more likely than not to be realized. In making such a determination, the Company considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies, and results of recent operations. If the Company determines that it would be able to realize deferred taxes in the future in excess of their net recorded amount, the Company would make an adjustment to the deferred tax asset valuation allowance, which would reduce the provision for income taxes. The Company records uncertain tax positions in accordance with ASC No. 740, Accounting for Income Taxes (“ASC 740”) on the basis of a two-step process in which (1) the Company determines whether it is more likely than not that the tax positions will be sustained on the basis of the technical merits of the position and (2) for those tax positions that meet the more-likely-than-not recognition threshold, the Company recognizes the largest amount of tax benefit that is more than 50 percent likely to be realized upon ultimate settlement with the related tax authority. The Company recognizes interest and penalties related to unrecognized tax benefits on the income tax expense line in the accompanying consolidated statement of income. Accrued interest and penalties would be included on the related tax liability line in the accompanying consolidated balance sheets. The Company’s policy for global intangible low-taxed income is to treat, as a period cost, when incurred. F- 12 INTELLIGENT PROTECTION MANAGEMENT CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Intangible Assets The Company’s acquired amortizable intangible assets as of December 31, 2024 primarily consisted of the ManyCam assets acquired in June 2022, which consist of internally developed software, intellectual property (trade names, trademarks and URLs) and subscriber relationships/customer lists. The Company’s intangible assets represent definite lived intangible assets, which are being amortized on a straight-line basis over their estimated useful lives as follows: Patents 20 years Trade names, trademarks, product names, URLs 5 - 10 years Internally developed software 5 - 7 years Non-compete agreements 3 years Subscriber/customer relationships 3 - 12 years The Company reviews intangible assets for impairment whenever events or changes in business circumstances indicate that the carrying amount of the assets might not be recoverable. Factors that the Company considers in deciding when to perform an impairment review include significant underperformance of the business in relation to expectations, significant negative industry or economic trends, and significant changes or planned changes in the use of the assets. If an impairment review is performed to evaluate a long-lived asset for recoverability, the Company compares forecasts of undiscounted cash flows expected to result from the use and eventual disposition of the long-lived asset to its carrying value. An impairment loss would be recognized when estimated undiscounted future cash flows expected to result from the use of an asset are less than its carrying amount. The impairment loss would be based on the excess of the carrying value of the impaired asset over its fair value, determined based on discounted cash flows. No impairments were recorded on intangible assets, as no impairment indicators were noted, for the periods presented in these consolidated financial statements. 3. Discontinued Operations During the year ended December 31, 2024, the Transferred Assets met the criteria for classification as assets held for sale and discontinued operations as the Company received stockholder approval of the sale of its Transferred Assets at its special meeting of stockholders held on December 30, 2024. Accordingly, the assets and liabilities related to the Transferred Assets are presented as discontinued operations for all periods presented. Subsequent to year end, on January 2, 2025, the Company completed the Divestiture as described above and received cash proceeds of $ 1.35 million. The following table summarizes the operating results of the Transferred Assets for the periods indicated: For the Year Ended December 31, 2024 2023 Revenue Subscription revenue $ 7,582,654 $ 9,684,668 Advertising revenue 400,595 333,144 Total Revenue 7,983,249 10,017,812 Costs and expenses Cost of revenue 2,948,854 2,953,351 Sales and marketing expense 697,400 786,718 Product development expense 4,620,406 4,650,375 General and administrative expense 186,746 -- Impairment loss in connection with Divestiture 3,663,020 -- Total Costs and Expenses 12,116,426 8,390,444 (Loss) Income from discontinued operations ( 4,133,177 ) 1,627,368 Income tax liability ( 24,357 ) ( 7,695 ) Net (loss) income from discontinued operations $ ( 4,157,534 ) $ 1,619,673 F- 13 INTELLIGENT PROTECTION MANAGEMENT CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Furthermore, in connection with the Divestiture, the Company evaluated the held for sale disposal group for impairment as follows: December 31, 2024 Estimated proceeds from sale of Transferred Assets, net of $283K of expenses $ 1,067,031 Net carrying value of the disposal group ( 4,916,796 ) Impairment loss on held for sale assets $ ( 3,849,765 ) The Company allocated the impairment loss in connection with the assets held for sale to goodwill. The following table summarizes the assets and liabilities of the Transferred Assets included in the consolidated balance sheets for the periods indicated, after recognition of the impairments described above and are included as assets and liabilities attributed to discontinued operations: As of December 31, 2024 2023 Assets Accounts receivable, net $ 72,925 $ 92,704 Prepaids and other current assets -- 246,124 Total current assets 72,925 338,828 Goodwill 2,663,229 6,326,250 Total Assets - discontinued operations $ 2,736,154 $ 6,665,078 Liabilities Accounts payable $ 311,506 $ 692,746 Accrued expenses 116,532 172,697 Deferred revenue 1,596,199 1,498,920 Total Liabilities - discontinued operations $ 2,024,237 $ 2,364,363 4. Intangible Assets, Net, Continuing Operations Intangible assets, net consisted of the following for the periods presented: December 31, 2024 2023 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Gross Carrying Amount Accumulated Amortization Net Carrying Amount Patents $ 50,000 $ ( 38,750 ) $ 11,250 $ 50,000 $ ( 36,250 ) $ 13,750 Trade names, trademarks, product names, URLs 1,022,425 ( 726,028 ) 296,397 1,022,425 ( 644,390 ) 378,035 Internally developed software 4,180,005 ( 2,791,266 ) 1,388,739 4,180,005 ( 2,478,408 ) 1,701,597 Subscriber/customer relationships 3,553,102 ( 3,366,707 ) 186,395 3,553,102 ( 2,942,007 ) 611,095 Total intangible assets $ 8,805,532 $ ( 6,922,751 ) $ 1,882,781 $ 8,805,532 $ ( 6,101,055 ) $ 2,704,477 During the year ended December 31, 2023, in connection with the previously acquired ManyCam assets and pursuant to the securities purchase agreement related to such asset acquisition, the Company made an earn-out payment of $ 85,000 because the sales of the ManyCam software, less chargebacks and refunds, in the six-month period following the closing of the acquisition exceeded $ 600,000 but were less than $ 700,000 . No intangible assets were sold in the Divestiture. Amortization expense for the years ended December 31, 2024 and 2023 was $ 821,696 and $ 822,334 , respectively. The aggregate amortization expense for each of the next five years and thereafter is estimated to be $ 568,529 in 2025, $ 382,133 in 2026, $ 382,133 in 2027, $ 382,133 in 2028, and $ 167,853 thereafter. F- 14 INTELLIGENT PROTECTION MANAGEMENT CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 5. Income Taxes The Organization for Economic Co-operation and Development Pillar Two Model Rules are intended to apply for tax years beginning in 2024. The Pillar Two Model Rules establishes a global minimum tax of 15 % for multinational companies with consolidated revenue above € 750 million. Many foreign jurisdictions have adopted the Pillar Two Model Rules and other foreign jurisdictions are in the process of enacting legislation to adopt it. The Company does not expect to be impacted by the Pillar Two Model Rules as it will not meet the consolidated revenue threshold in the near term. In December 2023, the FASB issued ASU 2023-09, “ Income Taxes (Topic 740) : Improvements to Income Tax Disclosures.” ASU 2023-09 is intended to enhance the transparency and decision usefulness of income tax disclosures for publicly traded companies. The amendments in ASU 2023-09 address investor requests for enhanced income tax information primarily through changes to the rate reconciliation and income taxes paid information. ASU 2023-09 will be effective for the Company in the annual period beginning January 1, 2025, though early adoption is permitted. The Company is still evaluating the presentational effect that ASU 2023-09 will have on its financial statements, but the Company expects considerable changes to its income tax footnote. The components of loss before income tax benefit are presented as follows: December 31, 2024 2023 Domestic Operations $ ( 3,756,366 ) $ ( 2,126,041 ) Foreign Operations ( 649,898 ) ( 588,914 ) Loss from continuing operations before income tax benefit $ ( 4,406,264 ) $ ( 2,714,955 ) The Company’s benefit for income taxes is comprised of the following: December 31, 2024 2023 Current Federal $ - $ - State and local 11,888 ( 1,116 ) Foreign 35,520 76,031 Total Current 47,408 74,915 Deferred Federal - - State and local - - Foreign ( 184,997 ) ( 102,862 ) Change in Valuation Allowance - - Total Deferred ( 184,997 ) ( 102,862 ) Total Benefit $ ( 137,589 ) $ ( 27,947 ) The Company’s effective tax rate differs from the U.S. federal statutory income tax rate of 21 % for 2024 and 2023 as follows: 2024 2023 Income tax benefit at federal statutory rate 21.0 % 21.0 % Permanent Differences - % - % Transaction Costs ( 8.2 )% - % State and local taxes 1.1 % - % Valuation allowance ( 7.5 )% ( 17.2 )% Deferred tax adjustment - % ( 0.8 )% Share based compensation ( 3.6 )% ( 2.6 )% Foreign Income Tax Rate Differential 0.3 % 0.4 % Other - % 0.2 % Effective tax rate 3.1 % 1.0 % F- 15 INTELLIGENT PROTECTION MANAGEMENT CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of the Company’s deferred tax assets and liabilities are as follows and relate to continuing operations: December 31, 2024 2023 Deferred Tax Assets: U.S. federal and state net operating losses $ 2,578,441 $ 2,939,449 Foreign net operating losses - - Share-based compensation 342,510 480,773 Amortization of intangible assets 290,536 429,651 Rent 16,981 17,291 Capitalized IRC §174 costs 2,638,434 1,972,960 Tax credits 62,969 62,969 Other 662,165 285,245 Subtotal 6,592,036 6,188,338 Less Valuation Allowance: ( 6,568,063 ) ( 6,099,163 ) Total Deferred Tax Assets 23,973 89,175 Deferred Tax Liabilities: Amortization of intangible assets ( 430,455 ) ( 615,452 ) Property and equipment ( 12,384 ) ( 12,850 ) Other ( 10,179 ) ( 74,914 ) Total Deferred Tax Liabilities ( 453,018 ) ( 703,216 ) Net Deferred Tax Liability $ ( 429,045 ) $ ( 614,041 ) In assessing the Company’s ability to recover its deferred tax assets, the Company evaluated whether it is more likely than not that some portion or the entire deferred tax asset will be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income in those periods in which temporary differences become deductible and/or net operating losses can be utilized. The Company considered all positive and negative evidence when determining the amount of the net deferred tax assets that are more likely than not to be realized. This evidence includes, but is not limited to, historical earnings, scheduled reversal of taxable temporary differences, tax planning strategies and projected future taxable income. A significant piece of objective negative evidence evaluated was cumulative loss incurred over the three-year period ended December 31, 2024. Such objective evidence limits the ability to consider other subjective evidence, such as the Company’s projections for future growth. Based on the weight of available evidence, the Company determined that its U.S. deferred tax assets are not realizable on a more-likely-than-not basis and has recorded a valuation allowance against its net U.S. deferred tax assets. The Company’s valuation allowance increased by $ 468,900 during 2024. The Company will continue to evaluate its deferred tax assets to determine whether any changes in circumstances could affect the realization of their future benefit. If it is determined in future periods that portions of the Company’s deferred income tax assets satisfy the realization standards, the valuation allowance will be reduced accordingly. As of December 31, 2024, the Company had U.S. federal net operating loss carryforwards of approximately $ 11.1 million, of which $ 10.3 million continue to be subject to a severe annual limitation under Section 382 of the Internal Revenue Code of 1986, as amended (“Section 382”). The remaining $ 0.8 million not subject to limitation under Section 382 may be used to offset 80 % of future taxable income and can be carried forward indefinitely. The Company applies the applicable authoritative guidance which prescribes a comprehensive model for the manner in which a company should recognize, measure, present and disclose in its financial statements all material uncertain tax positions that the Company has taken or expects to take on a tax return. As of December 31, 2024, the Company had no uncertain tax positions. As such, there are no uncertain tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will significantly increase or decrease within 12 months from December 31, 2024. The tax years 2021-2024 generally remain open to examination by major taxing jurisdictions to which the Company is subject. F- 16 INTELLIGENT PROTECTION MANAGEMENT CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 6. Accrued Expenses and Other Current Liabilities, Continuing Operations Accrued expenses and other current liabilities consisted of the following for the periods presented: December 31, 2024 2023 Compensation, benefits and payroll taxes $ 151,500 $ 41,500 Other accrued expenses 358,259 11,923 Total accrued expenses and other current liabilities $ 509,759 $ 53,423 7. Stockholders’ Equity The Paltalk, Inc. Amended and Restated 2011 Long-Term Incentive Plan (the “2011 Plan”) was terminated as to future awards on May 16, 2016. A total of 121,930 shares of the Company’s common stock may be issued pursuant to outstanding options awarded under the 2011 Plan; however, no additional awards may be granted under such plan. The Paltalk, Inc. 2016 Long-Term Incentive Plan (the “2016 Plan”) was adopted by the Company’s stockholders on May 16, 2016 and permits the Company to award stock options (both incentive stock options and non-qualified stock options), stock appreciation rights, restricted stock, restricted stock units, performance awards, dividend equivalent rights, and other stock-based awards and cash-based incentive awards to its employees (including an employee who is also a director or officer under certain circumstances), non-employee directors and consultants. The maximum number of shares of common stock that may be issued pursuant to awards under the 2016 Plan is 1,300,000 shares, 100 % of which may be issued pursuant to incentive stock options. In addition, the maximum number of shares of common stock that may be issued under the 2016 Plan may be increased by an indeterminate number of shares of common stock underlying outstanding awards issued under the 2011 Plan that are forfeited, expired, cancelled, or settled in cash. As of December 31, 2024, there were 727,419 shares available for future issuance under the 2016 Plan. Stock Options The following table summarizes the assumptions used in the Black-Scholes pricing model to estimate the fair value of the options granted during the years ended: December 31, 2024 2023 Expected volatility 151 – 153 % 155 – 161 % Expected life of option 5.2 – 6.2 5.2 – 6.2 Risk free interest rate 4.21 % 4.26 % Expected dividend yield 0.0 % 0.0 % The expected life of the options is the period of time over which employees and non-employees are expected to hold their options prior to exercise. The expected life of options has been determined using the “simplified” method as prescribed by Staff Accounting Bulletin 110, which uses the midpoint between the vesting date and the end of the contractual term. The volatility of the Company’s common stock is calculated using the Company’s historical volatilities beginning at the grant date and going back for a period of time equal to the expected life of the award. The Company estimates potential forfeitures of stock awards and adjusts recorded stock-based compensation expense accordingly. The Company estimates pre-vesting forfeitures primarily based on the Company’s historical experience and is adjusted to reflect actual forfeitures as the stock-based awards vest. The following tables summarize stock option activity during the year ended December 31, 2024: Weighted Average Number of Exercise Options Price Outstanding at January 1, 2024 740,814 $ 3.32 Granted 28,000 $ 2.78 Exercised during period ( 14,830 ) $ 2.68 Forfeited or canceled, during the period ( 120,000 ) $ 3.86 Expired, during the period ( 15,086 ) $ 10.12 Outstanding at December 31, 2024 618,898 $ 3.04 Exercisable at December 31, 2024 560,011 $ 3.10 F- 17 INTELLIGENT PROTECTION MANAGEMENT CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS At December 31, 2024, there was $ 92,257 of total unrecognized compensation expense related to stock options, which is expected to be recognized over a weighted average period of 1.65 years. On December 31, 2024, the aggregate intrinsic value of stock options that were outstanding and exercisable was $ 42,783 and $ 41,883 , respectively. On December 31, 2023, the aggregate intrinsic value of stock options that were outstanding and exercisable was $ 136,971 and $ 79,371 , respectively. The intrinsic value for stock options is calculated based on the exercise price of the underlying awards and the fair value of such awards as of the period-end date. During the year ended December 31, 2024, the Company granted stock options to members of the Company’s Board of Directors (the “Board”) to purchase an aggregate of 24,000 shares of common stock at an exercise price of $ 2.78 per share. The stock options vest in four equal quarterly installments on the last day of each calendar quarter in 2024 and have a term of 10 years. During the year ended December 31, 2024, the Company also granted options to employees to purchase an aggregate of 4,000 shares of common stock. These options vest in four equal annual installments over four years, have a term of 10 years and have an exercise price of $ 2.78 . The aggregate fair value for the options granted during the year ended December 31, 2024 and 2023 was $ 72,240 and $ 268,200 , respectively. During the year ended December 31, 2024, stock options representing the right to purchase 14,830 shares of common stock were exercised. These stock options had an average exercise price of $ 2.68 per share and a weighted average share price of $ 4.12 per share on the date of exercise. Net proceeds to the Company in connection with the exercise of these stock options were approximately $ 39,772 , and the aggregate intrinsic value of the stock options exercised was $ 21,341 . No stock options were exercised during the year ended December 31, 2023. Stock-based compensation expense for the Company’s stock options included in the consolidated statements of operations was as follows: Years Ended December 31, 2024 2023 Cost of revenue $ 13,141 $ 11,750 Sales and marketing expense -- 2,004 Product development expense 31,702 29,946 General and administrative expense 106,569 191,293 Total stock-based compensation expense $ 151,412 $ 234,993 Treasury Shares The Board approved a stock repurchase plan for up to $ 1,750,000 of the Company’s outstanding common stock, effective as of March 29, 2022 and expiring on the one-year anniversary of such date. During the year ended December 31, 2023, the Company purchased a total of 5,192 shares of common stock under the stock repurchase plan for an aggregate purchase price of $ 7,213 , at an average price of $ 1.39 per share. The stock repurchase plan expired on March 29, 2023 pursuant to its terms and has not been renewed. As of December 31, 2024, the Company had 641,963 shares of its common stock classified as treasury shares on the Company’s consolidated balance sheets. 8. Net (Loss) Income Per Share Basic earnings and net (loss) income per share are computed by dividing the net (loss) income available to common stockholders by the weighted average number of common shares outstanding during the period as defined by ASC Topic 260, Earnings Per Share . Diluted earnings per share is computed using the weighted average number of common shares and, if dilutive, potential common shares outstanding during the period. Potential common shares consist of the incremental common shares issuable upon the exercise of stock options (using the treasury stock method). To the extent stock options are antidilutive, they are excluded from the calculation of diluted loss per share. For the year ended December 31, 2024, 618,818 of shares issuable upon the exercise of outstanding stock options were not included in the computation of diluted net loss per share from operations because their inclusion would be antidilutive. For the year ended December 31, 2023, 740,814 shares issuable upon the exercise of outstanding stock options were included in the computation of diluted net income per share from operations because their inclusion would be dilutive. F- 18 INTELLIGENT PROTECTION MANAGEMENT CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS The following table summarizes the net loss per share calculation for the periods presented: Years Ended December 31, 2024 2023 Net (loss) from continuing operations $ ( 4,268,675 ) $ ( 2,687,008 ) Net (loss) income from discontinued operations $ ( 4,157,534 ) $ 1,619,673 Net (loss) from operations – basic and diluted $ ( 8,426,209 ) $ ( 1,067,335 ) Weighted average shares outstanding – basic 9,227,197 9,222,206 Weighted average shares outstanding – diluted 9,227,197 9,222,206 Per share data: Basic from continuing operations $ ( 0.48 ) $ ( 0.29 ) Diluted from continuing operations $ ( 0.48 ) $ ( 0.29 ) Basic from discontinued operations $ ( 0.43 ) $ 0.17 Diluted from discontinued operations $ ( 0.43 ) $ 0.17 Basic from operations $ ( 0.91 ) $ ( 0.12 ) Diluted from operations $ ( 0.91 ) $ ( 0.12 ) 9. Leases, Continuing Operations Operating Leases On April 9, 2021, the Company entered into a lease extension agreement with Jericho Executive Center LLC (“JEC”) for its office space at 30 Jericho Executive Plaza in Jericho, New York, which commenced on December 1, 2021. On May 28, 2024, the Company entered into an additional lease extension agreement with JEC, which extends the lease period by two years to November 30, 2026 . Beginning on December 1, 2024, the monthly rent totaled $ 6,850 per month. The new extension gives the Company an option to terminate the second year in July 2025. The Company’s monthly office rent payments under the lease are currently approximately $ 7,081 per month. As of December 31, 2024, the Company had no long-term leases that were classified as financing leases and did not have additional operating or financing leases that had not yet commenced. As of December 31, 2024, the Company had operating lease liabilities of approximately $ 74,490 and operating lease right-of-use assets of approximately $ 74,490 , which are included in the accompanying condensed consolidated balance sheets. Total rent expense for the year ended December 31, 2024 was $ 85,259 , of which $ 6,000 was sublease income. Total rent expense for the year ended December 31, 2023 was $ 82,447 , of which $ 6,000 was sublease income. Rent expense is recorded under general and administrative expense in the consolidated statements of operations. The following table summarizes the Company’s operating leases for the periods presented: Years Ended December 31, 2024 2023 Cash paid for amounts included in the measurement of operating lease liabilities: $ 82,176 $ 82,176 Weighted average assumptions: Remaining lease term 0.9 0.9 Discount rate 2.3 % 2.3 % As of December 31, 2024, future minimum payments under non-cancelable operating leases were as follows: For the years ending December 31, Amount 2024 $ 75,350 Total 75,350 Less: present value adjustment ( 860 ) Present value of minimum lease payments $ 74,490 F- 19 INTELLIGENT PROTECTION MANAGEMENT CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 10. Commitments and Contingencies Cisco WebEx Patent Litigation On July 23, 2021, a wholly owned subsidiary of the Company, Paltalk Holdings, Inc., filed a patent infringement lawsuit (the “Lawsuit”) against WebEx Communications, Inc., Cisco WebEx LLC, and Cisco Systems, Inc. (collectively, “Cisco”), in the U.S. District Court for the Western District of Texas (the “Court”). The Company alleged that certain of Cisco’s products have infringed U.S. Patent No. 6,683,858, and that the Company was entitled to damages. On August 29, 2024, the jury awarded the Company $ 65.7 million (the “Award”) in a jury verdict in connection with the Lawsuit. On October 8, 2024, an order granting a motion for final judgment was entered into in the Court in connection with Lawsuit in favor of the Company in the amount of the Award and started the time for filing any post-trial motions or appeal. The exact amount of the Award proceeds to be received by the Company (including any interest related thereto) will be determined based on a number of factors and will reflect the deduction of significant litigation-related expenses, including legal fees. Consequently, the Company estimates that it would receive no more than one third of the gross proceeds in connection with the Award, subject to post-trial proceedings (including any potential appellate proceedings by Cisco). Cisco ManyCam Litigation On March 7, 2025, Cisco Systems, Inc. and Cisco Technology, Inc. filed a complaint against the Company in the U.S. District Court for the District of Delaware, alleging that the Company’s ManyCam software has infringed U.S. Patent Nos. 8,830,293 and 8,941,708 and seeking damages and injunctive relief. The Company intends to vigorously defend itself against these claims. The Company has not recorded any liability for this matter as it does not believe a loss is probable, and it cannot estimate any reasonably possible loss or range of possible loss. Legal Proceedings The Company may be included in legal proceedings, claims and assessments arising in the ordinary course of business. The Company evaluates the need for a reserve for specific legal matters based on the probability of an unfavorable outcome and the reasonability of an estimable loss. No reserve was deemed necessary as of December 31, 2024. 11. Subsequent Events NTS Acquisition On January 2, 2025, the Company closed the Acquisition pursuant to which the Company acquired NTS through a two-step merger process. The aggregate consideration delivered by the Company to Newtek at the Acquisition Closing consisted of (i) $ 4,000,000 in cash and (ii) 4,000,000 shares of Series A Preferred Stock. In addition to the Acquisition Closing Consideration, the Acquisition Agreement provides that Newtek is entitled to receive an amount up to $ 5,000,000 (the “Acquisition Earn-Out Amount”) based on the Company’s achievement of certain cumulative average adjusted EBITDA thresholds for the 2025 and 2026 fiscal years. The Acquisition Earn-Out Amount may be paid, in the Company’s sole discretion, in cash (the “Acquisition Earn-Out Cash Consideration”), in shares of Series A Preferred Stock (the “Acquisition Earn-Out Stock Consideration”) or in a combination thereof. Pursuant to the Acquisition Agreement, to the extent that all or a portion of the Acquisition Earn-Out Amount is paid in shares of Series A Preferred Stock, the number of shares of Series A Preferred Stock to be issued to Newtek will be calculated based on the average of the daily volume weighted average prices of the Company’s common stock during each trading day during a 60 calendar-day period ending on December 31, 2026; provided, that in no event shall such price be less than $ 1.00 . Pursuant to the Acquisition Agreement, if the issuance of the Acquisition Earn-Out Stock Consideration would cause Newtek’s “total equity” (as calculated under the Bank Holding Company Act of 1956, as amended, and as implemented and interpreted by the Board of Governors of the Federal Reserve System) in the Company to exceed one-third of the Company’s total equity (the “Total Equity Cap”), then the number of shares of Series A Preferred Stock issuable as Acquisition Earn-Out Stock Consideration will be adjusted so that the Company will issue to Newtek the maximum number of shares of Series A Preferred Stock that would not cause Newtek’s total equity to exceed the Total Equity Cap, with a corresponding increase to the Acquisition Earn-Out Cash Consideration. F- 20 INTELLIGENT PROTECTION MANAGEMENT CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS The Divestiture On January 2, 2025, the Company completed the sale to Meteor Mobile of the Transferred Assets. The consideration delivered by Meteor Mobile to the Company at the closing of the Divestiture consisted of (i) $ 1,350,000 in cash and (ii) the assumption of all of the liabilities of the Sellers arising out of, or relating to, the Business or the Transferred Assets, other than certain excluded liabilities. In addition to the Divestiture Closing Consideration, the Company is entitled to receive, with respect to each Earn-Out Period, as defined and described below, certain payments in cash based on the cash revenue, net of any refunds, received by Meteor Mobile that is attributable to the Business (such cash revenue, the “Legacy Business Revenue”), as follows: ● from the six-month period beginning on July 1, 2025 and ending on December 31, 2025 (“Earn-Out Period 1”), an amount equal to (i) for any Legacy Business Revenue greater than or equal to $ 3,500,000 and less than $ 4,250,000 , the amount of such Legacy Business Revenue multiplied by 0.30 plus (ii) for any Legacy Business Revenue greater than or equal to $ 4,250,000 , the amount of such Legacy Business Revenue in excess of $ 4,250,000 multiplied by 0.40 ; and ● from each of the twelve-month period beginning on January 1, 2026 and ending on December 31, 2026 (“Earn-Out Period 2”), the twelve-month period beginning on January 1, 2027 and ending on December 31, 2027 (“Earn-Out Period 3”), and the twelve-month period beginning on January 1, 2028 and ending on December 31, 2028 (“Earn-Out Period 4” and collectively with Earn-Out Period 1, Earn-Out Period 2 and Earn-Out Period 3, the “Earn-Out Periods”), an amount equal to (i) for any Legacy Business Revenue greater than or equal to $ 7,000,000 and less than $ 8,500,000 , the amount of such Legacy Business Revenue multiplied by 0.30 plus (ii) for any Legacy Business Revenue greater than or equal to $ 8,500,000 , the amount of such Legacy Business Revenue in excess of $ 8,500,000 multiplied by 0.40 (the aggregate amount, if any, earned during the Earn-Out Periods, the “Divestiture Earn-Out Amount”). In the event of a change of control (as defined in the Divestiture Agreement) of Meteor Mobile during any of the Earn-Out Periods, the Company is entitled to receive an acceleration payment in cash, net of any Divestiture Earn-Out Amounts previously paid to us (the “Acceleration Payment”). If any of the Transferred Assets are sold independently from the other assets of Meteor Mobile, the Company will be entitled to (i) 50 % of the aggregate consideration paid to Meteor Mobile for the Transferred Assets minus (ii) the aggregate amount of any Divestiture Earn-Out Amounts received by the Sellers by the date of the change of control, minus (iii) the aggregate amount of any Acceleration Payments previously paid through such date. If any of the Transferred Assets are sold contemporaneously with other assets of Meteor Mobile, the Company is entitled to (x) the aggregate consideration paid to Meteor Mobile for the Transferred Assets multiplied by the ratio of the trailing 12-month EBITDA of the Transferred Assets sold and the EBITDA of all assets sold minus (y) the aggregate amount of any Divestiture Earn-Out Amounts received by the Sellers by the date of the change of control, minus (z) the aggregate amount of any Acceleration Payments previously paid through such date. The minimum Acceleration Payment for the sale of “Paltalk,” “Camfrog” and “Vumber” is $ 1,650,000 , $ 450,000 and $ 300,000 , respectively, and the Acceleration Payments payable to the Company are capped at $ 5,000,000 in the aggregate. Management has evaluated subsequent events or transactions occurring through the date the consolidated financial statements were issued and determined that no other events or transactions are required to be disclosed herein. F- 21 ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE As previously disclosed, on March 18, 2024, the audit committee of the Board approved the dismissal of Marcum LLP (“Marcum”), as the Company’s independent registered public accounting firm, effective as of March 18, 2024, and informed Marcum of such dismissal on the date thereof. The reports of Marcum on the Company’s consolidated financial statements for the two most recent fiscal years ended December 31, 2023 and 2022, did not contain an adverse opinion or a disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope, or accounting principles. During the fiscal years ended December 31, 2023 and 2022, and the subsequent interim period through March 18, 2024, (i) there were no disagreements, as defined in Item 304(a)(1)(iv) of Regulation S-K, with Marcum on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of Marcum, would have caused Marcum to make reference to the subject matter of the disagreements in connection with its reports on the Company’s consolidated financial statements for such period, and (ii) there were no “reportable events,” as defined in Item 304(a)(1)(v) of Regulation S-K. On March 18, 2024, the audit committee of the Board approved the engagement of Grassi & Co., CPAs, P.C. (“Grassi”) as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024, effective as of such date. During the fiscal years ended December 31, 2023 and 2022, and the subsequent interim period through March 18, 2024, neither the Company nor anyone acting on its behalf has consulted with Grassi regarding (i) the application of accounting principles to any specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s consolidated financial statements, and neither a written report nor oral advice was provided to the Company that Grassi concluded was an important factor considered by the Company in reaching a decision as to any accounting, auditing, or financial reporting issue, or (ii) any matter that was either the subject of a “disagreement,” as defined in Item 304(a)(1)(iv) of Regulation S-K, or a “reportable event,” as defined in Item 304(a)(1)(v) of Regulation S-K.