INTELLIGENT PROTECTION MANAGEMENT CORP.

Except as set forth below, there were no material changes to the Risk Factors disclosed in “Item 1A. Risk Factors” in the Form 10-K. The risk factors below supplement the risk factors disclosed in the Form 10-K. For more information concerning our other risk factors, please see “Item 1A. Risk Factors” in the Form 10-K.

Supply chain constraints in connection with our procurement services have in the past and may in the future delay revenue recognition, increase our costs and adversely affect our business, financial condition and results of operations.

As part of our procurement services offering, we obtain hardware and software products, including servers and other equipment incorporating memory, CPU and GPU components, on behalf of our customers. Depending on the terms of the applicable customer arrangement, we may act as an agent, pursuant to which our vendors drop ship products directly to our customers. Under this type of arrangement, we do not take control of the underlying products, and we recognize procurement revenue on a net basis when the products are shipped. With respect to larger or project-based arrangements, including sales of AI-related equipment, we may act as principal, pursuant to which we obtain the underlying components. Under this type of arrangement, we are primarily responsible for fulfilling the customer’s order and bear inventory and fulfillment risk until control of the product transfers to the customer, at which point we recognize revenue on a gross basis.

We rely on third-party suppliers and distribution channels for the memory, CPU and GPU components incorporated into the hardware we procure and, in certain cases, configure for our customers, and we do not control the availability, pricing or timing of delivery of these components. We have experienced, and may in the future experience, supply shortages, price increases and longer lead times affecting these components. Supply chain constraints may be driven by factors such as industry-wide allocation constraints, manufacturing capacity limitations, logistics and freight constraints, inflation, geopolitical tensions, trade disputes, tariffs, natural disasters, or changes in our suppliers’ financial or business condition.

During the first and second quarters of 2026, supply chain constraints extended our product lead times compared to historical levels, resulting in delays between customer bookings and product shipments. As a result of these delays, a portion of our booked orders remained unrecognized as revenue pending fulfillment and delivery as of June 30, 2026. While these conditions improved in the third quarter of 2026, we cannot predict with certainty when these conditions will normalize, and continued constraints could result in further delays in revenue recognition, causing our reported revenue and results of operations to fluctuate and not accurately reflect underlying customer demand. These disruptions have also altered, and may in the future alter, the cost structure associated with fulfilling customer orders, which has resulted, and may in the future result, in losses on orders originally booked at expected margins. We cannot assure you that similar cost increases will not recur, particularly if constraints persist, worsen, or are replaced by new sources of disruption. If we are unable to effectively manage these constraints and related cost pressures, our customers may cancel orders and seek products from our competitors, and our gross margins, results of operations and financial condition could be materially and adversely affected.

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.

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.

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.

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.