INTELLIGENT PROTECTION MANAGEMENT CORP.
For the period ended Dec 31, 2025. Filed Mar 17, 2026.
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FY2025 · Filed Mar 17, 2026
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Item 8. Financial Statements and Supplementary Data
| Page | |
| Number | |
| Report of Independent Registered Public Accounting Firms (Grassi & Co., CPAs, P.C. PCAOB No. 606) | F-2 |
|---|---|
| Consolidated Balance Sheets as of December 31, 2025 and 2024 | F-4 |
| Consolidated Statements of Operations for the Years Ended December 31, 2025 and 2024 | F-5 |
| Consolidated Statements of Changes in Stockholders’ Equity for the Years Ended December 31, 2025 and 2024 | F-6 |
| Consolidated Statements of Cash Flows for the Years Ended December 31, 2025 and 2024 | F-7 |
| Notes to Consolidated Financial Statements | F-8 |
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 consolidated balance sheets of Intelligent Protection Management Corp. (the Company) as of December 31, 2025 and 2024, and the related consolidated statements of operations, changes in stockholders’ equity, and cash flows for each of the years in the two-year period ended December 31, 2025, and the related notes (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the years in the two-year period ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of America.
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 audits. 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 audits 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 audits, 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 audits 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 audits 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 audits 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.
Business Combination
Critical Audit Matter Description
The Company completed the acquisition of Newtek Technology Solutions, Inc. (“NTS”) and the acquisition was accounted for as a business combination. We identified the valuation of the acquisition date fair value of intangible assets acquired and goodwill as a critical audit matter.
The principal consideration for our determination that the valuation of the acquisition-date fair values of acquired intangible assets and goodwill was a critical audit matter was the significant auditor judgment required to evaluate management’s fair value estimates. The valuation involved complex models and significant assumptions, and the fair value measurements were sensitive to changes in those assumptions.
50 JERICHO QUADRANGLE, STE. 200, JERICHO, NY 11753
P: 516.256.3500 ● F: 516.256.3510 ● GRASSIADVISORS.COM
How the Critical Audit Matter Was Addressed in the Audit
Our audit procedures related to the Company’s acquisition of NTS included the following, among others:
| a) | We evaluated whether the acquisitions met the definition of a business combination under ASC 805, including the identified accounting acquirer, acquiree, and acquisition date. |
| b) | We read and reviewed the relevant agreements to assess the reasonableness and completeness of assets and liabilities identified in the purchase price allocation. |
| c) | We vouched the cash and stock tendered to source documentation to validate purchase price. |
| d) | We evaluated the methodologies used to determine the fair value of the consideration provided in the form of cash and Series A Preferred Stock to determine the consideration provided for the acquisition. |
| e) | We obtained the purchase price allocation analysis from management and the third-party specialist engaged by management. |
| f) | We assessed the qualifications and competence of management and the qualifications, competence and objectivity of the third-party specialist. |
| g) | We evaluated the methodologies used to determine the fair values of the intangible assets and goodwill. |
| h) | We tested the assumptions used within the discounted cash flow models to estimate the fair values of the intangible assets, which included key assumptions such as the future revenue growth and the applied discount rate. |
| i) | We involved an internal valuation specialist who assisted in the evaluation and testing performed of the reasonableness of significant methods and assumptions to the models. |
| j) | We assessed the sufficiency of Company’s disclosure of its accounting for this acquisition included in Note 3. |
/s/ Grassi & Co., CPAs, P.C.
Grassi & Co., CPAs, P.C.
We have served as the Company’s auditor since 2024.
Jericho, NY
March 17, 2026
50 JERICHO QUADRANGLE, STE. 200, JERICHO, NY 11753
P: 516.256.3500 ● F: 516.256.3510 ● GRASSIADVISORS.COM
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