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Form 8-K

sec.gov

8-K — INTELLIGENT PROTECTION MANAGEMENT CORP.

Accession: 0001213900-26-087777

Filed: 2026-08-11

Period: 2026-08-11

CIK: 0001355839

SIC: 7370 (SERVICES-COMPUTER PROGRAMMING, DATA PROCESSING, ETC.)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — ea0301052-8k_itelligent.htm (Primary)

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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):

August 11, 2026

INTELLIGENT PROTECTION MANAGEMENT CORP.

(Exact name of registrant as specified in its charter)

Delaware

001-38717

20-3191847

(State or other jurisdiction

(Commission File Number)

(IRS Employer

of 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))

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 2 — Financial Information

Item 2.02 Results of Operations and Financial

Condition.

On August 11, 2026, Intelligent

Protection Management Corp. issued a press release announcing its financial results for the quarter ended June 30, 2026. The press release

is furnished as Exhibit 99.1.

The information in this Current

Report on Form 8-K (including Exhibit 99.1) is being furnished pursuant to Item 2.02 and shall not be deemed to be “filed”

for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise

be subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any filing under the Securities

Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof and regardless of any general incorporation

language in such filing.

Section 9 — Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.

Description

99.1

Press Release of Intelligent Protection Management Corp., dated August 11, 2026 (furnished pursuant to Item 2.02).

104

Cover Page Interactive Data File (embedded within the Inline XBRL document).

1

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: August 11, 2026

INTELLIGENT PROTECTION MANAGEMENT CORP.

By:

/s/ Jason

Katz

Jason Katz

Chief Executive Officer

2

EX-99.1 — PRESS RELEASE OF INTELLIGENT PROTECTION MANAGEMENT CORP., DATED AUGUST 11, 2026 (FURNISHED PURSUANT TO ITEM 2.02)

EX-99.1

Filename: ea030105201ex99-1.htm · Sequence: 2

Exhibit 99.1

Intelligent Protection Management Corp.

Reports Second Quarter 2026 Financial Results

Continued Momentum – Q2 total revenue

UP 13%;

Sustained Growth - Six-month total revenue

UP 14%

JERICHO, NY / ACCESS Newswire /

August 11, 2026 / Intelligent Protection Management Corp. (“IPM,” “we,” “us,” “our” or

the “Company”) (Nasdaq: IPM), a managed technology solutions provider focused on enterprise cybersecurity and cloud

infrastructure, today announced its financial results for the three months and the six months ended June 30, 2026.

Management Discussion

Jason Katz, Chairman and Chief Executive Officer,

said, “Financial results for the second quarter of 2026 were solid despite supply chain constraints, achieving a 13% increase in

total revenue to $6.5 million compared to last year’s second quarter. For the six months ended June 30, 2026, total revenue increased

14% to $12.8 million. We achieved double-digit revenue growth by generating new customers, expanding sales to existing customers and investing

strategically for future growth. Our performance underscores the strength and value of our “white glove” managed technology

solutions in highly regulated industries. As customers increasingly recognize the security, reliability and scalability of our platform,

we believe we remain well positioned to capitalize on growing market demands.

“In the second quarter”, Mr. Katz

continued, “we had a strong increase of 64% in procurement revenues, as customers focused on building out their infrastructure as

quickly as possible to execute on their AI initiatives. Customer procurement by its nature is uneven and dependent on many unpredictable

factors. In that regard, we have invested in expanding our procurement and fulfillment infrastructure to better serve our clients.

“We experienced supply chain constraints

during the quarter, which affected the availability of memory, CPU and GPU components throughout the quarter. These conditions extended

product lead times, resulting in delays between customer bookings and product shipments. Consequently, a portion of booked orders remained

unrecognized as of the end of June 30, 2026 as revenue pending fulfillment and delivery in future quarters. Going forward, we are better

prepared to manage this part of our business in a more effective way and on a more timely basis, as we are adding additional distributors,

vendors, partners and manufacturers to further diversify our sources.

“During the quarter we continued to add

new customer relationships and service contracts, as we remain dedicated to building a diversified customer base to reduce concentration

in a handful of customers. Additionally, during the first half of 2026, we further strengthened our competitive position by achieving

SOC 2 Type 1 compliance, extending our Phoenix data center agreement through 2032 and accelerating AI integration through our partnership

with MASORI Therapeutics. These advancements enhance our ability to deliver secure, enterprise-grade infrastructure and AI-driven automation,

elevating our position as a trusted partner.”

Mr. Katz, concluded, “As I have indicated

previously, we continue to explore and evaluate strategic opportunities, including, but not limited to, potential mergers or acquisitions

of other entities or assets that are synergistic to our businesses and expand our market leadership. With a strong balance sheet, no long-term

debt and a growing pipeline, we believe we are well positioned to move aggressively and integrate operations that are synergistic with

our core operations and can be acquired at reasonable valuations to provide greater returns for our loyal stockholders. We are confident

in our ability to build on our momentum and deliver strong results throughout the remainder of 2026 as well as deliver shareholder value.”

Financial Highlights: Q2 2026

Three Months Ended

June 30,

(unaudited)

Change

2026

2025

$

%

Total revenues

$ 6,462,542

$ 5,722,599

739,943

12.9 %

Loss from operations

$ (1,512,371 )

$ (1,129,699 )

382,672

33.8 %

Net loss

$ (1,351,498 )

$ (1,050,028 )

301,470

28.7 %

Net cash (used in) operating activities

$ (591,018 )

$ (888,678 )

(297,660 )

(33.5 )%

Adjusted EBITDA (a non-GAAP measure) 1

$ (610,254 )

$ (378,289 )

231,965

61.3 %

Six Months Ended

June 30,

(unaudited)

Change

2026

2025

$

%

Total revenues

$ 12,817,293

$ 11,240,637

1,576,656

14.0 %

Loss from operations

$ (2,280,553 )

$ (2,463,626 )

(183,073 )

(74.3 )%

Net (loss) income

$ (2,011,712 )

$ (241,498 )

1,770,214

(733.0 )%

Net cash (used in) provided by operating activities

$ (786,730 )

$ 856,105

(1,642,835 )

(191.9 )%

Adjusted EBITDA (a non-GAAP measure) 1

$ (777,773 )

$ (860,546 )

(82,773 )

(9.6 )%

1 Adjusted EBITDA is a non-GAAP financial measure. Please

see the discussion below under the heading “Use of Non-GAAP Financial Measures” and the reconciliation at the end of this release

for additional information.

2

Financial Results: Three and Six months ended June 30, 2026

For the three months ended June 30, 2026, total

revenue increased by 13% to $6.5 million from $5.7 million for the three months ended June 30, 2025. This increase was driven by increased

managed information technology revenue, attributed to both new customers, as well as the expansion of services sold to existing customers,

and an increase in procurement revenue related to sales of AI-related equipment

to customers, partially offset by decreases in professional services revenue and subscription revenue. Total revenue by revenue component

for the second quarter ended June 30, 2026, was as follows:

● Managed

information technology revenue, which consists of revenue from our managed IT security services, managed backup and disaster solutions

and web hosting, was $3.8 million, an increase of 8.4% from Q2 2025.

● Procurement

revenue was $2.0 million, an increase of 64.0% from Q2 2025.

● Professional

services revenue was $363,055, a decrease of 47.3% from Q2 2025.

● Subscription

revenue was $249,490, a decrease of 10.5% from Q2 2025.

Revenue

from NewtekOne, Inc., a related party, was impacted by its ongoing initiatives to reduce information technology spending. We partially

offset this decline in revenue through growth in recurring revenue from customers who are not related parties, including the addition

of new customer relationships and service contracts during the period.

● Net

loss for the three months ended June 30, 2026 totaled $1.4 million compared to net loss of $1.1 million for the three months ended June

30, 2025;

● Adjusted

EBITDA for the three months ended June 30, 2026 totaled negative $0.6 million compared to negative $0.4 million for the three months

ended June 30, 2025;

● Cash

used in operations totaled $0.6 million for the three months ended June 30, 2026 compared to cash used in operations of $0.9 million

for the three months ended June 30, 2025, primarily related to our sourcing of product in connection with the increased procurement revenue;

● Deferred

revenue was $4.5 million as of June 30, 2026, which will be recognized as revenue in future quarters as products and/or services are

installed; and

● At

June 30, 2026 we had $7.5 million of cash and cash equivalents on our balance sheet and no long-term debt.

3

For

the six months ended June 30, 2026, total revenue increased by 14% to $12.8 million from $11.2 million for the comparable six-month

period in 2025. The increase was driven by increased managed information technology revenue, attributed to both new customers as well

as the expansion of services sold to existing customers, and an increase in procurement revenue related to sales

of AI-related equipment to customers, partially offset by decreases in professional services revenue and subscription revenue.

● For

the six months ended June 30, 2026, revenue totaled $12.8 million compared to $11.2 million for the six months ended June 30, 2025, an

increase of 14%, primarily attributed to an increase in our managed IT services of 9% compared to the prior year period, as well as an

increase in procurement revenue of 70% compared to the prior year period;

● Net

loss for the six months ended June 30, 2026 totaled $2.0 million, compared to net loss of $0.2 million for the six months ended June

30, 2025;

● Adjusted

EBITDA for the six months ended June 30, 2026 totaled negative $0.8 million, compared to negative $0.9 million for the six months ended

June 30, 2025; and

● Cash

used by operations of $0.8 million for the six months ended June 30, 2026 compared to cash provided by operations of $0.9 million for

the six months ended June 30, 2025, primarily related to our sourcing of inventory in connection with the increased procurement revenue.

Items

Affecting Our Results for the Second Quarter

During the three months ended June 30, 2026, we

experienced supply chain constraints affecting the availability of memory, CPU and GPU components. These constraints extended product

lead times compared to historical levels, resulting in delays between customer bookings and product shipments. As a result, a portion

of booked orders during the quarter remained unrecognized as revenue pending fulfillment and delivery, which we expect to recognize in

future quarters as the underlying products and services are shipped and installed.

During the six months ended June 30, 2026, a significant

customer order was delayed and fulfilled across two reporting periods due to supply chain constraints affecting both our vendor and distribution

channel. These constraints altered the cost structure associated with fulfilling the order. The initial shipment, completed in the first

quarter, was recognized at expected margins, while the subsequent shipment, completed during the second quarter, incurred higher component

and freight costs, resulting in a loss on that portion of the order. As a result, the combined order resulted in a loss, which contributed

to the increase in cost of revenue for the period.

Operational Highlights: Three and Six months ended June 30, 2026:

● Expanded

our sales organization by adding a dedicated territory focused on the Phoenix metropolitan area and broader West Coast market, which

includes an established customer base and industry expertise. Management believes this expansion positions us to pursue additional revenue

opportunities and support future growth.

● Executed

an extension of our existing Phoenix data center colocation license agreement with an industry-leading data center provider through August

2032.

4

● Entered

into a strategic collaboration with MASORI Therapeutics (“MASORI”), an advanced artificial intelligence (“AI”)

platform designed to accelerate results by reducing cost, complexity, and time for small and medium AI models, allowing organizations

to save significantly by decreasing necessary code development and providing AI-related benefits.

● Successfully

achieved SOC 2 Type 1 compliance, a key milestone in our ongoing commitment to safeguarding customer data and delivering trusted cybersecurity

and cloud infrastructure solutions.

● Repurchased

50,000 shares of common stock during the first quarter of 2026, under our stock repurchase plan for an aggregate of $83,491. As of June

30, 2026, all shares of common stock available for repurchase under the stock repurchase plan had been repurchased and such plan had

expired.

Conference Call Access

The Company will conduct a conference call for all interested parties

on Tuesday, August 11, 2026, at 4:30 p.m. Eastern Time to discuss its financial results and address stockholder questions submitted in

advance of the conference call.

To participate in this call, please dial

(888) 506-0062 or (973) 528-0011, access code: 127631 or listen via a live webcast, which is available in the Investors section

of the Company’s website at https://investors.ipm.com/

or https://www.webcaster5.com/Webcast/Page/2856/54297.

A replay of the call will be available by visiting https://investors.ipm.com/ for

the next 90 days or by calling (877) 481-4010 or (919) 882-2331, replay access code 54297 through Tuesday, August 25, 2026.

If you would like to submit a question, please send an email with your

question to IPM@lythampartners.com prior to

the call. IPM will do its best to answer all appropriate questions.

About IPM

Intelligent Protection Management Corp. (Nasdaq:

IPM) is a managed technology solutions provider focused on cybersecurity and cloud infrastructure. IPM provides dedicated server hosting,

cloud hosting, data storage, managed security, backup and disaster recovery, and other related services, including consulting and implementing

technology solutions for enterprise and commercial clients across the United States. IPM’s other products include ManyCam. IPM has an

over 20-year history of technology innovation and holds 8 patents. For more information, please visit: www.ipm.com

5

FORWARD-LOOKING STATEMENTS

This press release contains forward-looking statements

within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements involve known and unknown

risks, uncertainties and other factors that may cause the Company’s actual results, performance or achievements to be materially different

from any future results, performance or achievements anticipated in such statements. Forward-looking statements may be identified by words

such as “aim,” “anticipates,” “believes,” “building,” “continue,” “could,”

“drive,” “estimates,” “expects,” “extent,” “focus,” “forecasts,” “goal,”

“guidance,” “intends,” “may,” “might,” “outlook,” “plan,” “position,”

“probable,” “progressing,” “projects,” “prudent,” “seeks,” “should,” “steady,”

“target,” “view,” “will” or “would” or the negative of these words and phrases or similar words

or phrases. Forward-looking statements in this press release may include, but are not limited to, the anticipated benefits of the Company’s

strategic collaboration with MASORI; the expected ability of the Company’s customers to adopt, implement, and realize efficiencies from

AI solutions offered through the relationship; the Company’s ability to serve as a hosting partner for third-party AI platforms and to

deliver such technology to its client base; the Company’s expectations of future plans, priorities and focus; the Company’s expectations

regarding its procurement, professional services and subscriptions businesses contributing to the Company’s overall results; the Company’s

potential growth opportunities; the Company’s plans, objectives, strategies, expectations, and intentions; and other statements that are

not statements of historical fact. The following factors, among others, could cause actual results to differ materially from those set

forth in the forward-looking statements: the possibility of security vulnerabilities, cyber-attacks and network disruptions, including

breaches of data security and privacy leaks, data loss, and business interruptions; the Company’s ability to operate its secure private

cloud through its data centers; the intense competition in the industry in which the Company operates and its ability to effectively

compete with existing competitors and new market entrants; the impact of supply constraints, including those related to components

of the Company’s procurement services; the Company’s ability to consummate favorable acquisitions and effectively integrate any

companies or businesses that the Company acquires; the impact of adverse economic and market conditions, including those related

to fluctuations in inflation and geopolitical conflicts; the Company’s reliance on a limited number of customers for its revenues

and income; the Company’s ability to attract new customers, retain existing customers and sell additional services to customers;

the Company’s ability to protect its intellectual property rights; and other events outside of the Company’s control. More detailed

information about the Company and the risk factors that may affect the realization of forward-looking statements is set forth in the Company’s

filings with the Securities and Exchange Commission (“SEC”), including the Company’s most recent Annual Report on Form 10-K

and Quarterly Reports on Form 10-Q. Investors and security holders are urged to read these documents free of charge on the SEC’s website

at www.sec.gov.

All forward-looking statements speak only as of

the date on which they are made. The Company undertakes no obligation to update any forward-looking statement or statements to reflect

events or circumstances after the date on which such statement was made, except to the extent required by applicable securities laws.

Investor Contacts:

Joe Dorame, Roger Weiss

Lytham Partners, LLC

602-889-9680

E: ipm@lythampartners.com

6

INTELLIGENT PROTECTION MANAGEMENT CORP.

CONDENSED CONSOLIDATED BALANCE SHEETS

June 30,

2026

December 31,

2025

Assets

(unaudited)

Current assets:

Cash and cash equivalents

$ 5,228,082

$ 5,597,014

Cash and cash equivalents (on deposit with a related party)

2,257,069

1,801,300

Cash and cash equivalents – restricted cash (on deposit with related party)

--

1,035,747

Accounts receivable, net of allowance of $98,104 and $100,000 as of June 30, 2026 and December 31, 2025, respectively

1,920,708

1,599,725

Due from related party

26,283

75,601

Prepaid expense and other current assets

2,345,056

1,363,574

Total current assets

11,777,198

11,472,961

Property and equipment, net

400,915

550,628

Intangible assets, net

6,994,056

7,718,836

Goodwill

4,555,208

4,555,208

Operating lease right of use assets, net

4,149,953

1,140,196

Other assets

481,023

602,688

Total assets

$ 28,358,353

$ 26,040,517

Liabilities and stockholders’ equity

Current liabilities:

Accounts payable

$ 2,752,648

$ 1,604,898

Accrued expenses and other current liabilities

583,805

1,031,733

Operating lease liabilities, current portion

564,980

756,590

Deferred revenue

4,469,109

3,878,114

Due to related party

58,675

46,450

Total current liabilities

8,429,217

7,317,785

Operating lease liabilities, non-current portion

3,645,350

387,906

Deferred tax liability

127,933

148,898

Total liabilities

12,202,500

7,854,589

Commitments and contingencies

Stockholders’ equity:

Series A Preferred Stock, $0.001 par value, 9,000,000 authorized, 4,000,000 shares issued and outstanding as of June 30, 2026 and December 31, 2025

4,000

4,000

Common stock, $0.001 par value, 50,000,000 shares authorized, 9,878,950 shares issued and 9,035,729 and 9,085,729 shares outstanding as of June 30, 2026 and December 31, 2025, respectively

9,879

9,879

Treasury stock, 843,221 and 793,221 shares repurchased as of June 30, 2026 and December 31, 2025, respectively

(1,583,876 )

(1,500,385 )

Additional paid-in capital

45,004,875

44,939,747

Accumulated deficit

(27,279,025 )

(25,267,313 )

Total stockholders’ equity

16,155,853

18,185,928

Total liabilities and stockholders’ equity

$ 28,358,353

$ 26,040,517

7

INTELLIGENT PROTECTION MANAGEMENT CORP.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

Three Months Ended

June 30,

Six Months Ended

June 30,

2026

2025

2026

2025

Revenue

Managed information technology, includes $1,727,862 and $1,827,817 of related party revenue for the three months ended June 30, 2026 and 2025, respectively, and $3,617,987 and $3,516,400, of related party revenue for the six months ended June 30, 2026 and 2025, respectively

$ 3,802,320

$ 3,506,754

$ 7,722,814

$ 7,065,587

Procurement revenue, includes $23,463 and $23,361 of related party revenue for the three months ended June 30, 2026 and 2025, respectively, and $57,901, and $77,881 of related party revenue for the six months ended June 30, 2026 and 2025, respectively

2,047,677

1,248,401

3,744,578

2,199,780

Professional services revenue, includes $44,514 and $56,396 of related party revenue for the three months ended June 30, 2026 and 2025, respectively, and $81,889 and $108,246 of related party revenue for the six months ended June 30, 2026 and 2025, respectively

363,055

688,815

846,355

1,415,422

Subscription revenue

249,490

278,629

503,546

559,848

Total revenue

6,462,542

5,722,599

12,817,293

11,240,637

Costs and expenses

Costs of revenue

3,791,615

2,857,449

7,051,781

5,322,112

Sales, marketing and product development expense

767,668

839,397

1,545,697

1,604,761

General and administrative expense

2,555,085

2,481,801

5,062,716

5,419,698

Depreciation and amortization

477,684

673,651

953,182

1,357,692

Litigation expenses relating to the Cisco ManyCam Litigation

382,861

--

484,470

--

Total costs and expenses

7,974,913

6,852,298

15,097,846

13,704,263

Loss from operations

(1,512,371 )

(1,129,699 )

(2,280,553 )

(2,463,626 )

Interest income, net

57,848

87,928

119,226

170,320

Other income

--

63,750

22,000

63,750

Loss from operations before income tax benefit (expense)

(1,454,523 )

(978,021 )

(2,139,327 )

(2,229,556 )

Income tax benefit (expense)

103,025

(72,007 )

127,615

1,988,058

Net loss

$ (1,351,498 )

$ (1,050,028 )

(2,011,712 )

$ (241,498 )

Net loss per share of common stock:

Basic

$ (0.10 )

$ (0.08 )

$ (0.15 )

$ (0.02 )

Diluted

$ (0.10 )

$ (0.08 )

$ (0.15 )

$ (0.02 )

Weighted average number of shares of Series A Preferred Stock used in calculating net loss per share of Series A Preferred Stock, basic and diluted

4,000,000

4,000,000

4,000,000

3,977,901

Weighted average number of shares of Common Stock used in calculating net loss per share of Common Stock, basic and diluted

9,035,729

9,201,658

9,053,463

9,219,225

Basic and diluted net loss per share of Series A Preferred Stock, basic and diluted

$ (0.10 )

$ (0.08 )

$ (0.15 )

$ (0.02 )

Basic and diluted net loss per share of Common Stock, basic and diluted

$ (0.10 )

$ (0.08 )

$ (0.15 )

$ (0.02 )

Weighted average number of shares of common stock used in calculating net loss per share of common stock:

Basic

13,035,729

13,201,658

13,053,463

13,197,125

Diluted

13,035,729

13,201,658

13,053,463

13,197,125

8

INTELLIGENT PROTECTION MANAGEMENT CORP.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

Six Months Ended

June 30,

2026

2025

Cash flows from operating activities:

Net loss

$ (2,011,712 )

$ (241,498 )

Adjustments to reconcile net loss from continuing operations to net cash (used in) provided by operating activities:

Amortization of intangible assets

724,780

1,130,176

Amortization of operating lease right-of-use assets

345,445

415,661

Depreciation on property and equipment

228,402

227,515

Deferred taxes

(20,965 )

(1,971,762 )

Stock-based compensation

65,128

245,389

Chang in allowance for credit losses

(1,896 )

3,436

Changes in operating assets and liabilities, net of acquired assets and disposition:

Accounts receivable

(269,769 )

1,199,060

Operating lease liability

(289,368 )

(420,414 )

Prepaid expense and other current assets

(981,482 )

(1,650,494 )

Other assets

121,665

--

Accounts payable, accrued expenses and other current liabilities

712,047

2,067,674

Deferred revenue

590,995

(148,638 )

Net cash (used in) provided by operating activities

(786,730 )

856,105

Cash flows from investing activities:

Purchase of fixed assets

(78,689 )

(280,149 )

Cash paid for acquisition of NTS

--

(4,000,000 )

Net cash used in investing activities

(78,689 )

(4,280,149 )

Cash flows from financing activities:

Purchase of treasury stock

(83,491 )

(212,798 )

Proceeds from sale of Transferred Assets

--

1,350,000

Net cash (used in) provided by financing activities

(83,491 )

1,137,202

Net decrease in cash and cash equivalents

(948,910 )

(2,286,842 )

Balance of cash, cash equivalents and restricted cash at beginning of period

8,434,061

10,588,534

Balance of cash, cash equivalents and restricted cash at end of period

7,485,151

8,301,692

Cash and cash equivalents

$ 5,228,082

$ 6,624,860

Cash and cash equivalents (on deposit with related party)

$ 2,257,069

$ 662,118

Cash and cash equivalents - restricted cash (on deposit with related party)

$ --

$ 1,014,714

Balance of cash and cash equivalents at end of period

$ 7,485,151

$ 8,301,692

Supplemental non-cash disclosure:

Operating lease extension, right of use asset

$ 3,355,202

$ --

Non-cash portion of consideration for acquisition of NTS (Series A Preferred Stock issuance)

$ --

$ 8,200,000

9

Use of Non-GAAP Financial Measures

The Company has provided in this release Adjusted

EBITDA, a non-GAAP financial measure, to supplement the consolidated financial statements, which are prepared in accordance with generally

accepted accounting principles in the United States (“GAAP”). Adjusted EBITDA is defined as net income (loss) adjusted to exclude

interest (income) expense, net, other (income) expense, net, income tax (benefit) expense, depreciation and amortization expense, stock-based

compensation expense, net loss from discontinued operations, impairment loss in connection with the Divestiture and litigation expenses

relating to the Cisco ManyCam Litigation (as defined below). Prior to the fiscal quarter ended September 30, 2025, the Company did not

exclude litigation expenses related to the Cisco ManyCam Litigation in calculating Adjusted EBITDA as they were not material. However,

after reevaluation, the Company has determined that presenting Adjusted EBITDA without excluding such costs provides less valuable information

about the Company’s core operations. As a result, beginning with the fiscal quarter ended September 30, 2025, litigation expenses related

to the Cisco ManyCam Litigation are now excluded from the calculation of Adjusted EBITDA. Management uses Adjusted EBITDA internally in

analyzing the Company’s financial results to assess operational performance and to determine the Company’s future capital requirements.

The presentation of this financial information is not intended to be considered in isolation or as a substitute for the financial information

prepared in accordance with GAAP. The Company believes that both management and investors benefit from referring to Adjusted EBITDA in

assessing its performance and when planning, forecasting and analyzing future periods. The Company believes Adjusted EBITDA is useful

to investors and others to understand and evaluate the Company’s operating results and it allows for a more meaningful comparison between

the Company’s performance and that of competitors. Our use of Adjusted EBITDA has limitations as an analytical tool, and you should not

consider this performance measure in isolation from or as a substitute for analysis of our results as reported under GAAP. Some of these

limitations are that Adjusted EBITDA does not reflect, among other things: cash capital expenditures for assets underlying depreciation

and amortization expense that may need to be replaced or for new capital expenditures; interest income, net; other expense, net; the potentially

dilutive impact of stock-based compensation; the provision for income taxes; litigation expenses incurred in connection with our patent

defense against Cisco Systems, Inc. and Cisco Technology, Inc. (the “Cisco ManyCam Litigation”); and net loss from discontinued

operations. Other companies, including companies in our industry, may calculate Adjusted EBITDA differently, which reduces its usefulness

as a comparative measure.

Because of these limitations, you should consider

Adjusted EBITDA along with other financial performance measures, including total revenues, subscription revenue, deferred revenue, net

income (loss), cash and cash equivalents, restricted cash, net cash used in operating activities and our financial results presented in

accordance with GAAP.

10

Three Months Ended

June 30

(unaudited)

2026

2025

Reconciliation of net loss to Adjusted EBITDA:

Net loss

$ (1,351,498 )

$ (1,050,028 )

Interest income, net

(57,848 )

(87,928 )

Income tax expense (benefit)

(103,025 )

72,007

Other income, net

--

(63,750 )

Litigation expenses relating to the Cisco ManyCam Litigation

382,861

--

Depreciation and amortization expense

477,684

673,650

Stock-based compensation expense

41,572

77,760

Adjusted EBITDA

$ (610,254 )

$ (378,289 )

Six Months Ended

June 30,

(unaudited)

2026

2025

Reconciliation of net loss to Adjusted EBITDA:

Net loss

$ (2,011,712 )

$ (241,498 )

Interest income, net

(119,226 )

(170,320 )

Income tax expense (benefit)

(127,615 )

(1,988,058 )

Other income, net

(22,000 )

(63,750 )

Litigation expenses relating to the Cisco ManyCam Litigation

484,470

--

Depreciation and amortization expense

953,182

1,357,691

Stock-based compensation expense

65,128

245,389

Adjusted EBITDA

$ (777,773 )

$ (860,546 )

11

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