INTELLIGENT PROTECTION MANAGEMENT CORP.

As of March 24, 2025, there were (i) 25,000,000 shares of common stock authorized and a total of 9,236,987 issued and outstanding in addition to a total of 9,000,000 shares of common stock reserved for issuance upon conversion of our Series A preferred stock and (ii) 10,000,000 shares of preferred stock authorized and 4,000,000 shares of Series A preferred stock issued and outstanding and in addition to 5,000,000 shares of Series A preferred stock reserved for future issuance in connection with certain earn-out payments to which Newtek maybe entitled in connection with the Transactions. Additionally, subject to stockholder approval of the 2025 Plan, the Board anticipates reserving an aggregate of 1,200,000 shares of common stock for issuance of equity awards under the 2025 Plan, plus any Prior Plan Awards.

After careful consideration, the Board has determined that it is in the best interests of the Company and its stockholders to seek stockholder approval of the Charter Amendment to increase the number of authorized shares of common stock for the various purposes described below. The Charter Amendment attached hereto as Annex B and would increase the Company’s total number of authorized shares of common stock from 25,000,000 shares to 50,000,000 shares. We are not requesting any increase to the authorized number of shares of preferred stock, which would remain unchanged at 10,000,000 shares.