UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~April~~May 108, 2025

INTELLIGENT PROTECTION MANAGEMENT CORP.

(Exact name of registrant as specified in its charter)

Delaware	001-38717	20-3191847
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
(State or other jurisdiction of	(Commission File Number)	(IRS Employer
incorporation)		Identification No.)

30 Jericho Executive Plaza, Suite 400E

Jericho, NY

11753

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (212) 967-5120

(Former name or former address, if changed since last report)

Not Applicable

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, $0.001 par value		IPM		The Nasdaq Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Section 15 — ~~Registrant’s~~Corporate ~~Business~~ Governance and ~~Operations~~Management

Item 15.~~01.~~02 ~~Entry~~Departure ~~into~~of aDirectors ~~Material~~or ~~Definitive~~Certain ~~Agreement~~Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

OnAs ~~April~~described ~~10,~~below ~~2025,~~under ~~Intelligent~~Item ~~Protection Management Corp~~5.07 ~~(the “Company”), Intelligent Protection LLC, a wholly owned subsidiary~~ of ~~the~~this ~~Company~~Current Report ~~(“IPM~~on ~~LLC”~~Form ~~and~~8-K, ~~together~~on ~~with~~May ~~the Company~~8, ~~the~~ ~~“Borrowers”)~~2025, ~~and~~at ~~Newtek~~the ~~Bank,~~annual ~~National~~meeting ~~Association~~of stockholders (the “~~Newtek~~Annual ~~Bank~~Meeting”), aof ~~subsidiary~~Intelligent ofProtection ~~NewtekOne,~~Management ~~Inc~~Corp. (~~“Newtek”), entered into that certain business loan agreement and that certain credit agreement and revolving promissory note (together,~~ the “~~Loan Agreements~~Company”), ~~which provide for a secured revolving line of credit to~~ the ~~Borrowers~~Company’s instockholders ~~the~~approved ~~maximum amount of $1,000,000 on~~ the ~~terms~~Intelligent ~~and~~Protection Management ~~conditions~~Corp. ~~set~~2025 ~~forth~~Long-Term inIncentive ~~the~~Plan ~~Loan Agreements~~ (the “~~Facility~~2025 LTIP”). ~~The~~ ~~obligations~~As ofa ~~the~~result, ~~Borrowers under~~ the ~~Loan~~2025 ~~Agreements~~LTIP ~~are~~became ~~secured~~effective on byMay ~~substantially~~8, ~~all of the assets of the Borrowers~~2025.

~~The~~A ~~Facility~~description ~~will~~of ~~mature~~the on2025 ~~April~~LTIP ~~10,~~was ~~2026~~included (under the heading “~~Maturity Date”),~~Proposal ~~and~~5: ~~all~~The ~~outstanding~~Approval ~~principal~~of ~~amounts~~the ~~and~~Intelligent ~~accrued~~Protection ~~and~~Management ~~unpaid~~Corp. ~~interest~~2025 ~~thereon~~Long-Term ~~shall~~Incentive bePlan” ~~due~~in ~~and~~the Company’s ~~payable~~Definitive Proxy Statement on ~~such~~Schedule ~~date unless~~14A ~~the~~filed ~~Facility~~with isthe ~~renewed~~Securities orand ~~extended~~Exchange ~~pursuant~~Commission toon ~~the~~April ~~terms~~18, of2025 (the ~~Loan Agreements~~“Proxy Statement”). ~~The~~Such ~~Facility~~description ~~may~~is bequalified ~~drawn~~in ~~from~~its ~~April~~entirety ~~10,~~by ~~2025~~ reference to the ~~Maturity~~full ~~Date.~~text As of the ~~date~~2025 LTIP, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K ~~(this~~and ~~“Current~~is ~~Report”),~~incorporated noherein ~~amounts were~~by ~~outstanding under the Facility~~reference.

~~The~~Item ~~rate~~5.07 atSubmission ~~which borrowings under the Loan Agreements bear interest is determined by applying the applicable monthly periodic rate (the “Monthly Periodic Rate”) to the average daily balance~~ of ~~the~~Matters Facility multiplied by the number of days in the month. The applicable Monthly Periodic Rate equals (i) the Annual Percentage Rate (defined below) (a) divided by 360, (b) multiplied by 365, and (c) divided by 12 (monthly). The Annual Percentage Rate is subject to ~~change from time to time based on the rate index published by Newtek Bank plus~~ a ~~margin~~Vote of ~~2.00%;~~Security ~~provided, however, that in no event will the Annual Percentage Rate be less than 6~~Holders.~~07%, nor will the Annual Percentage Rate exceed the maximum rate allowed by applicable law (the “Annual Percentage Rate”).~~

The ~~Loan~~Company ~~Agreements~~held ~~contain~~its ~~customary representations,~~Annual ~~warranties~~Meeting ~~and~~on ~~affirmative~~May ~~covenants~~8, 2025. The ~~Loan~~voting ~~Agreements~~results ~~also~~on contain customary events of default, including, among other things, nonpayment of principal when due, nonpayment of interest, fees or other amounts after a stated grace period, garnishment, attachment or execution against any material asset owned by the ~~Borrowers,~~matters ~~inaccuracy~~submitted ~~of representations and warranties, violations of covenants, subject in certain cases~~ to ~~negotiated grace periods, certain bankruptcies and liquidations, cross-default and cross-acceleration to material indebtedness, certain unsatisfied judgments, certain adverse changes in~~ the Company’s ~~financial~~stockholders ~~position~~at ~~and~~the ~~any~~Annual ~~change~~Meeting inare ~~ownership~~set offorth ~~25%~~below. orA more detailed ofdescription ~~common stock~~ of ~~the~~each ~~Company.~~proposal Ifwas anincluded ~~event~~in ~~of default occurs and is continuing, Newtek Bank would be entitled to take various actions, including requiring~~ the ~~Borrowers~~Proxy ~~to repay all amounts then outstanding under the Loan Agreements~~Statement.

~~Barry~~Proposal ~~Sloane~~1: Election of (i) Yoram (Rami) Abada, a(ii) ~~director~~Kara ofJenny, ~~the~~(iii) ~~Company~~Jason Katz, is(iv) ~~the~~Lance ~~Founder~~Laifer, ~~President~~(v) Sidney Rabsatt, ~~Chairman~~ (vi) John Silberstein and ~~Chief~~(vii) ~~Executive~~Barry ~~Officer~~Sloane ofto ~~Newtek~~the ~~and~~Company’s Board of Directors (the ~~Chairman~~“Board”), ~~and~~each ~~Chief~~to ~~Executive~~serve ~~Officer~~for a one-year term until the annual meeting of ~~Newtek~~stockholders to ~~Bank~~be held in 2026.

The foregoing description of the Loan Agreements is a summary only, does not purport to be complete and is subject to, and qualified in its entirety by reference to, the full text of the Loan Agreements, copies of which are filed as Exhibit 10.1 to Current Report and are incorporated by reference herein.

Nominee	Votes Cast For		Votes Withheld		Broker Non-Votes
Yoram (Rami) Abada		4,999,640		49,873		650,887
Kara Jenny		4,984,990		64,523		650,887
Jason Katz		5,024,295		25,218		650,887
Lance Laifer		4,982,042		107,471		650,887
Sidney Rabsatt		5,010,740		38,773		650,887
John Silberstein		4,986,702		62,811		650,887
Barry Sloane		4,996,095		53,418		650,887

~~Section~~Proposal 2: —Ratification ~~Financial~~of ~~Information~~the appointment of Grassi & Co., CPAs, P.C. as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

Votes Cast For		Votes Cast Against		Abstentions
5,665,428		19,832		15,140

~~The~~Proposal ~~information~~3: ~~set~~Approval, ~~forth~~on ~~under~~an ~~Item~~advisory ~~1.01~~ basis, of ~~this~~the ~~Current~~compensation ~~Report~~of ~~on Form~~the ~~8-K~~Company’s isnamed ~~incorporated~~executive ~~by reference into this Item 2~~officers.~~03.~~

Section 9 — Financial Statements and Exhibits

Votes Cast For		Votes Cast Against		Abstentions		Broker Non-Votes
4,984,463		54,580		10,470		650,887

Proposal 4: Approval, on an advisory basis, of the frequency of future advisory votes on named executive officer compensation.

One Year		Two Years		Three Years		Abstentions
553,481		162,293		4,310,735		23,004

Proposal 5: Approval of the 2025 LTIP.

Votes Cast For		Votes Cast Against		Abstentions		Broker Non-Votes
4,963,046		60,035		26,432		650,887

Proposal 6: Authorization and approval of an amendment to the Company’s Certificate of Incorporation, as amended, to increase the number of authorized shares of common stock from 25,000,000 to 50,000,000.

Votes Cast For		Votes Cast Against		Abstentions
5,623,014		73,631		3,755

Each of the proposals acted upon by the Company’s stockholders at the Annual Meeting received a sufficient number of votes to be approved.

Based on these results and consistent with the Company’s recommendation, the Board has determined that the Company will conduct future advisory votes on the compensation of the Company’s named executive officers every three years. This policy will remain in effect until the next stockholder vote on the frequency of advisory votes on executive compensation, which is expected to occur at the Company’s annual meeting of stockholders to be held in 2031.

Section 9 — Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
10.1		~~Business Loan Agreement and Credit Agreement and Revolving Promissory Note, dated April 10, 2025, by and among~~ Intelligent Protection Management Corp., ~~Intelligent~~2025 ~~Protection~~Long-Term ~~LLC~~Incentive ~~and Newtek Bank, National Association~~Plan.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

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 hereunto duly authorized.

Date: April 16, 2025
	INTELLIGENT PROTECTION MANAGEMENT CORP.
	By:	/s/ Jason Katz
		Jason Katz
		Chief Executive Officer

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date:	May 9, 2025

		INTELLIGENT PROTECTION MANAGEMENT CORP.

		By:	/s/ Jason Katz
			Jason Katz
			Chief Executive Officer

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