Intelligent Protection Management Corp. (IPM) Earnings Call Transcript & Summary

Hello, and welcome to the Paltalk, Inc. Special Meeting of Stockholders. Please note that this meeting is being recorded. [Operator Instructions] The company will review questions during the meeting and do its best to answer all appropriate questions during the designated discussion time. The meeting is about to begin.

Good morning. I am Jason Katz, Paltalk Inc.'s Chief Executive Officer. The company's Special Meeting of Stockholders is called to order. I'd like to welcome the stockholders, guests and employees who are in attendance virtually today to the special meeting. I will act as Chairman of the special meeting. At this time, I would also like to introduce our Board members, John Silberstein and Lance Laifer; also Kara Jenny, our Chief Financial Officer and Greg Samuel and Rachel O'Donnell from Haynes and Boone LLP, our Corporate Counsel. Everyone in attendance should have access to a copy of the rules of conduct for the special meeting. To access and view documents concerning the special meeting, please click on the documents icon on the top left side of your screen, then click on the document name to view. In the interest of maintaining an orderly meeting, we ask that you honor the rules of conduct. Mailing of the notice of the meeting, the special meeting is being held today pursuant to the notice that we mailed on or about November 26, 2024, to each stockholder of record as of November 13, 2024. The notice of mailing and all documents concerning the special meeting will be filed with the minutes of the special meeting. As required by law, for the last 10 days prior to the special meeting, a certified list of the stockholders of record as of November 13, 2024, which is the record date for determining stockholders entitled to notice and vote at the special meeting, has been available for inspection. Such list will also be filed with the minutes of the special meeting. Our transfer agent, Equiniti Trust Company, will act as Inspector of Election at the special meeting. EQ has been instructed to receive, examine and tabulate the ballots and proxies and to report on the voting by ballot. EQ has received a certified list of the company's stockholders of record as of the close of business on the record date, which was November 13, 2024, and their respective number of shares entitled to vote at the special meeting. There were 9,236,987 shares of common stock entitled to vote as of the record date and the holders of a majority of the shares of common stock of the company outstanding and entitled to vote at the special meeting are present in person or represented by proxy at the special meeting. Therefore, I declare that a quorum is present for the purpose of conducting business at the special meeting, and I hereby declare that the special meeting is legally convened and ready to transact business. Certified report of the Inspector of Election will be attached as an exhibit to the minutes of the special meeting. Voting today will be by online ballot and by proxy. Stockholders may vote in person online or by proxy. Most stockholders who have returned proxies authorized the persons named in the proxy to vote for proposals concerning the following matters. One, to approve for purposes of complying with NASDAQ Listing Rule 5635, the issuance of up to 9 million shares of Series A nonvoting common equivalent stock of the company, par value $0.001 per share in connection with the acquisition by the company of Newtek Technology Solutions, Inc. or NTS, pursuant to that certain agreement and plan of merger dated as of August 11, 2024, by and among the company, Paltalk Merger Sub 1 Inc. and Paltalk Merger Sub 2, LLC, Newtek Inc. and NTS, such transaction is referred to as the acquisition and such proposal is referred to as the stock issuance proposal. Two, to approve the sale of the company's telecommunication services provider, Vumber, as well as its Paltalk and Camfrog applications and certain assets related to such services provider and applications pursuant to that certain asset purchase agreement dated November 7, 2024, by and among the company, certain of the company's subsidiaries, party thereto and Meteor Mobile Holdings, Inc. Such transaction is referred to as a divestiture, which may be deemed to be a sale of substantially all of the company's assets under Section 271 of the Delaware General Corporation Law as amended. Such a proposal is referred to as the divestiture proposal. Three, to approve on a nonbinding advisory basis certain compensation that may be paid or become payable to our named executive officers in connection with the acquisition and divestiture. And four, to adjourn the special meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if there are insufficient votes for or otherwise in connection with the approval of the stock issuance proposal or the divestiture proposal. Based on preliminary voting results, the company believes that the required number of shares of the company's common stock will be voted in favor of the stock issuance proposal and a divestiture proposal and that it will not be necessary to act on the proposal to adjourn the special meeting to solicit additional proxies. During the special meeting, we will be following the agenda on the screen. There will be an opportunity for discussion immediately prior to voting. And in order to move through the order of business, we would appreciate if you hold any questions until then. As stated in the notice of special meeting and the agenda, the principal items of business for this meeting are as follows: Proposal 1, the stock issuance proposal to approve for purposes of complying with NASDAQ Listing Rule 5635, the issuance of up to 9 million shares of preferred stock in connection with the acquisition. Proposal 2, the divestiture proposal to approve the sale of the company's telecommunication services provider, Vumber, as well as its Paltalk and Camfrog applications and all assets related to such services provider and applications, which may be deemed to be a sale of substantially all the company's assets under Section 271 of the Delaware General Corporation Law as amended. Proposal 3, the compensation proposal to approve on a nonbinding advisory basis certain compensation that may be paid or become payable to the company's named executive officers in connection with the acquisition and divestiture. Each of these proposals is described in greater detail and more information is available in the proxy statement. After careful consideration, the Board of Directors of the company has determined that each of the foregoing proposals is in the best interest of the company and its stockholders and has approved each proposal. The Board has recommended that you vote for each of the foregoing proposals. If there's no further business, we will move to a discussion of the proposals. Before we vote, if you are a stockholder of the company and you wish to submit a question regarding any of these proposals, please click on the messaging icon at the top of the left side of your screen, type your question into the text box and click the send icon at the right of that text box. Please note that in the interest of all stockholders, we will only address those questions that are pertinent to the business of the meeting. There are no questions, so we will move to the collection of the ballots. If you've already voted your shares and do not wish to change your vote, no action is required at this time. If any stockholder has not yet voted and would like to do so or if you would like to change your vote, you may do so by clicking the proxy voting site link on the left side of your screen. Please deliver your ballot online at this time, so that will be counted by our Inspector of Election. I will now pause for about 30 seconds for anybody who would like to vote. [Voting]

The formal voting segment of the special meeting is now closed. At this time, all completed ballots should have been submitted. There being no further discussion of the proposals, I now declare the polls closed. I'll now announce the voting results. Thank you. The ballots have been tabulated, and I will now report on the preliminary results of the voting. More than a majority of the votes cast at the special meeting in person or by proxy have been voted for the stock issuance proposal. I hereby declare that the stock issuance proposal has been approved by the shareholders. More than a majority of the outstanding shares of common stock entitled to vote on the divestiture proposal have been voted for the divestiture proposal. I hereby declare that the divestiture proposal has been approved by our stockholders. More than a majority of the votes cast at the special meeting in person or by proxy have been voted for the compensation proposal. I hereby declare that the compensation proposal has been approved by our stockholders. A final detailed count will be provided to the company shortly after this meeting. If there's no further business, this concludes our special meeting, and the special meeting is adjourned. Thank you.