Item 5. Other Information
ITEM 5. OTHER INFORMATION
During the three months ended March 31, 2025,
none of the Company’s directors or executive officers adopted or terminated a “Rule 10b5-1 trading arrangement” or
“non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.
36
ITEM 6. EXHIBITS
(a) Exhibits required to be filed by Item 601 of Regulation S-K.
The following exhibits are included herein or incorporated herein
by reference:
Exhibit
Number
Description
2.1#
Agreement
and Plan of Merger, dated August 11, 2024, by and among Paltalk, Inc., PALT Merger Sub 1, Inc., PALT Merger Sub 2, LLC, Newtek Technology
Solutions, Inc. and NewtekOne, Inc. (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K of the Company filed
on August 12, 2024 by the Company with the SEC).
2.2#***
Asset
Purchase Agreement, dated November 7, 2024, by and among Paltalk, Inc., Paltalk Holdings, Inc., Paltalk Software, Inc., Camshare,
Inc., A.V.M. Software, Inc., Vumber, LLC, and Meteor Mobile Holdings, Inc. (incorporated by reference to Exhibit 2.1 to the Current
Report on Form 8-K of the Company filed on November 8, 2024 by the Company with the SEC).
3.1*
Certificate of Incorporation of Intelligent Protection Management Corp. (as amended through May 8, 2025).
3.2
Amended
and Restated Bylaws of Intelligent Protection Management Corp. (as amended through January 2, 2025) (incorporated by reference to
Exhibit 3.2 to the Annual Report on Form 10-K of the Company filed on March 24, 2025 by the Company with the SEC).
3.3
Certificate
of Designations of Series A Non-Voting Common Equivalent Stock of Intelligent Protection Management Corp. (incorporated by reference
to Exhibit 3.3 to the Current Report on Form 8-K of the Company filed on January 2, 2025 by the Company with the SEC).
10.1
Second
Amended and Restated Executive Employment Agreement, dated January 2, 2025, by and between Intelligent Protection Management Corp.
and Jason Katz (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K of the Company filed on January 2, 2025
by the Company with the SEC).
10.2
Second
Amended and Restated Executive Employment Agreement, dated January 2, 2025, by and between Intelligent Protection Management Corp.
and Kara Jenny (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K of the Company filed on January 2, 2025
by the Company with the SEC).
10.3
Executive
Employment Agreement, dated January 2, 2025, by and between Intelligent Protection Management Corp. and Adam Zalko (incorporated
by reference to Exhibit 10.4 to the Current Report on Form 8-K of the Company filed on January 2, 2025 by the Company with the SEC).
10.4
Executive
Employment Agreement, dated January 2, 2025, by and between Intelligent Protection Management Corp. and Jared Mills (incorporated
by reference to Exhibit 10.5 to the Current Report on Form 8-K of the Company filed on January 2, 2025 by the Company with the SEC).
10.5
Registration
Rights Agreement, dated January 2, 2025, by and between Intelligent Protection Management Corp. and NewtekOne, Inc. (incorporated
by reference to Exhibit 10.1 to the Current Report on Form 8-K of the Company filed on January 2, 2025 by the Company with the SEC).
10.6
Business
Loan Agreement and Credit Agreement and Revolving Promissory Note, dated April 10, 2025, by and among Intelligent Protection Management
Corp., Intelligent Protection LLC and Newtek Bank, National Association (incorporated by reference to Exhibit 10.1 to the Current
Report on Form 8-K of the Company filed on April 16, 2025 by the Company with the SEC).
31.1*
Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*
Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1**
Certification of the Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS
Inline XBRL Instance Document.
101.SCH
Inline XBRL Taxonomy Schema Document.
101.CAL
Inline XBRL Calculation Linkbase Document.
101.DEF
Inline XBRL Definition Linkbase Document.
101.LAB
Inline XBRL Label Linkbase Document.
101.PRE
Inline XBRL Presentation Linkbase Document.
104
Cover Page Interactive Data File (Formatted as Inline XBRL and contained
in Exhibit 101).
#
Schedules and exhibits have been omitted pursuant to Item 601(a)(5)
of Regulation S-K. Intelligent Protection Management Corp. hereby undertakes to furnish supplemental copies of any of the omitted
schedules and exhibits upon request by the Securities and Exchange Commission.
*
Filed herewith.
**
The certification attached as Exhibit 32.1 is not deemed “filed”
with the Securities and Exchange Commission and is not to be incorporated by reference into any filing of Intelligent Protection
Management Corp. under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before
or after the date of the Quarterly Report on Form 10-Q, irrespective of any general incorporation language contained in such filing.
***
Certain confidential information has been excluded pursuant to Item
601(b)(2)(ii) of Regulation S-K. Such excluded information is not material and is the type that Intelligent Protection Management
Corp. treats as private or confidential.
37
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, thereunto duly authorized.
Intelligent Protection Management Corp.
Date: May 14, 2025
By:
/s/ Jason Katz
Jason Katz
Chief Executive Officer
(Principal Executive Officer and
duly authorized officer)
Intelligent Protection Management Corp.
Date: May 14, 2025
By:
/s/ Kara Jenny
Kara Jenny
Chief Financial Officer
(Principal Financial and Accounting Officer
and duly authorized officer)
38
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.