INTELLIGENT PROTECTION MANAGEMENT CORP.

Current report

The AdTech Acquisition may not be completed or we may fail to integrate AdTech’s business or realize the anticipated benefits of the AdTech Acquisition, any of which could adversely affect our business, financial condition and results of operations.

Current report

On October 22, 2026, we entered into the AdTech Purchase Agreement to acquire all of the issued and outstanding membership interests of JVCo through a two-step closing process, under which we will acquire 49% of such interests at the First Closing and the remaining 51% at the Final Closing. The First Closing is subject to various conditions, including approval by the CPUC of a Tier 2 Advice Letter relating to the transfer of AdTech’s competitive local exchange carrier license to JVCo, and the Final Closing is subject to various conditions, including approval by the CPUC of a change-of-control filing relating to such license (the “CLEC Approval”), which may not be satisfied in a timely manner or at all. Either we or AdTech may terminate the AdTech Purchase Agreement in certain circumstances, including if the First Closing has not occurred by March 31, 2027 or if the Final Closing has not occurred within 12 months after the First Closing, subject to extension. If the AdTech Acquisition is not completed, the trading price of our common stock may be negatively impacted, our relationships with customers, employees and other third parties may be harmed, and we will have incurred substantial expenses without realizing the anticipated benefits of the AdTech Acquisition.

Current report

In addition, between the First Closing and the Final Closing, we will hold a minority interest in JVCo and AdTech will retain sole power and authority to direct and control JVCo’s day-to-day operations, management, policies and business affairs in accordance with the JVCo LLC Agreement until the CLEC Approval is received and the Final Closing occurs. Our rights will be limited to minority investment protections under the JVCo LLC Agreement, which we may not exercise in a manner reasonably expected to cause any governmental authority to view us as controlling JVCo before the CLEC Approval. If the AdTech Purchase Agreement is terminated after the First Closing but before the Final Closing, the parties will follow the repurchase, unwind, exit or similar process set forth in the JVCo LLC Agreement, but that process may not allow us to fully recover our investment. AdTech or JVCo may lack sufficient resources to complete that process in full or when due, and any required governmental approvals could delay it, during which time we would continue to hold a minority interest in a business controlled by AdTech.

Current report

Even if the AdTech Acquisition is consummated, its success will depend, in part, on our ability to integrate JVCo and realize the anticipated benefits, synergies and growth of the AdTech Acquisition, which may not be realized fully or at all or may take longer to realize than expected. Integration is complex, costly and time consuming, will require significant management attention, and may involve difficulties combining systems, technology, networks and operations, assuming contractual obligations with less favorable terms and addressing unknown liabilities or unforeseen expenses. Because AdTech will operate JVCo until the Final Closing, JVCo may not operate as efficiently or effectively following the transition, and integration could disrupt our ongoing businesses or result in inconsistencies in standards, controls, procedures and policies. Any of the foregoing could adversely affect our relationships with customers, suppliers and employees and our business, financial condition and operating results.