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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):
October 22, 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 1 - Registrant’s Business and Operations
Item 1.01. Entry into a Material Definitive
Agreement.
Unit Purchase Agreement
On October 22, 2026 (the “Signing Date”),
Intelligent Protection Management Corp., a Delaware corporation (the “Company”), entered into a Unit Purchase
Agreement (the “Purchase Agreement”), by and among the Company, Advanced Technology Distributors Inc., a California
corporation (“AdTech”), AdTech IT LLC, a Delaware limited liability company and a direct, wholly owned subsidiary
of AdTech (“JVCo”), and the stockholders of AdTech signatory thereto (collectively, the “Stockholders”),
pursuant to which the Company agreed to, subject to certain conditions and in a series of two closings (as further described below), (i)
initially acquire 49% of the issued and outstanding membership interests of JVCo and (ii) subsequently acquire all of the remaining issued
and outstanding membership interests of JVCo, in each case pursuant to and subject to the terms of the Purchase Agreement.
AdTech provides information
technology, telecommunications, connectivity and managed services to small and medium-sized businesses throughout central and northern
California and beyond.
Transaction Structure
Prior to the Signing Date,
AdTech formed JVCo as a wholly owned subsidiary. Pursuant to the Purchase Agreement, at the initial closing (the “First Closing”),
which is expected to occur promptly following approval by the California Public Utilities Commission (“CPUC”)
of a Tier 2 Advice Letter relating to the transfer of AdTech’s competitive local exchange carrier license (the “CLEC
License”) to JVCo (the “Tier 2 Advice Letter Approval”), (i) AdTech will contribute all of its
assets related to its business of providing information technology, telecommunications, connectivity, managed services and related infrastructure
solutions, including, among others, accounts receivable, inventory and supplies, personal property, intellectual property, contracts and
customer lists relating to such business (collectively, the “Business”), to JVCo pursuant to a contribution
agreement (the “Contribution”), (ii) AdTech will sell to the Company, free and clear of all liens, 49% of the
issued and outstanding membership interests of JVCo (the “First Closing Interests”) in exchange for the Initial
Cash Consideration (defined below), and (iii) the Company and AdTech will enter into an amended and restated limited liability company
agreement of JVCo (the “A&R LLC Agreement”) governing their respective rights and obligations as members
of JVCo (the transactions described in clauses (i), (ii) and (iii), the “First Closing Transactions”).
Pursuant to the Purchase Agreement,
at a subsequent closing (the “Final Closing”), which is expected to occur promptly following the CPUC’s
approval of a change-of-control filing related to the CLEC License (the “CLEC License Change of Control Approval”),
AdTech will sell to the Company, free and clear of all liens, the remaining 51% of the issued and outstanding membership interests of
JVCo (the “Final Closing Interests” and, together with the First Closing Interests, the “Purchased
Interests”) in exchange for the Remaining Cash Consideration, the Seller Note, the Stock Consideration, if any, and the
Earnout Payment (each defined below) (the “Final Closing Transactions” and, together with the First Closing
Transactions, the “Transactions”). Following the Final Closing, JVCo will become a direct, wholly owned subsidiary
of the Company.
Transaction Consideration and Potential Earnout
Pursuant to the Purchase Agreement, as consideration for the First
Closing Transactions, the Company agreed to pay an amount in cash equal to $750,000 (the “Initial Cash Consideration”),
which is subject to customary purchase price adjustments as set forth in the Purchase Agreement, including a working capital adjustment.
The Company will escrow (i) $490,000 from amounts otherwise payable at the First Closing as security for any indemnification obligations
of AdTech and the Stockholders under the Purchase Agreement and (ii) $50,000 as security for any purchase price adjustment obligations
of AdTech and the Stockholders related to the First Closing. No portion of the Initial Cash Consideration was paid on the Signing Date.
As consideration for the
Final Closing Transactions, the Company agreed to (i) pay an amount in cash equal to $1,250,000, which is subject to customary
purchase price adjustments as set forth in the Purchase Agreement, including a working capital adjustment (the
“Remaining Cash Consideration”) and (ii) issue a secured promissory note in the aggregate principal amount
of $600,000, which note shall have such terms as to be negotiated between the Company and AdTech between the First Closing and the
Final Closing (the “Seller Note”). The Company will escrow from the Remaining Cash Consideration an amount
calculated as a percentage of the Final Closing Target Working Capital (as set forth in the Purchase Agreement) as security for any
purchase price adjustment obligations of AdTech and the Stockholders related to the Final Closing. At the Company’s election,
up to $500,000 of the Remaining Cash Consideration may be paid in shares of common stock, par value $0.001 per share, of the Company
(the “Common Stock”), with the number of shares determined by dividing the elected dollar amount by the
greater of $1.00 per share and the 60-day volume-weighted average price of the Common Stock on The Nasdaq Capital Market as of the
close of trading on the day prior to the Final Closing (the “Stock Consideration”).
In addition to the Remaining Cash Consideration and the Seller Note,
the Purchase Agreement provides that AdTech will be entitled to receive an amount in cash of up to $100,000 (the “Earnout
Payment”) based on the revenue performance of JVCo attributable to existing AdTech customers for the 2027 fiscal year relative
to a 2026 fiscal year revenue baseline (subject to adjustment if the Final Closing has not occurred on or before March 31, 2027, as provided
in the Purchase Agreement). The Earnout Payment, which is payable within 30 days following the date the Earnout Payment is determined,
is subject to customary calculation procedures, dispute resolution mechanics and restrictions on payment to the extent the Company’s
debt financing agreements or applicable law prohibit such payment.
Conditions to the Transactions
The First Closing is subject
to various conditions, including, among others, (i) the absence of a Material Adverse Effect (as defined in the Purchase Agreement), (ii)
completion of the Contribution, (iii) execution and delivery of the A&R LLC Agreement, and (iv) the receipt of the Tier 2 Advice Letter
Approval.
The Final Closing is subject
to various conditions, including, among others, (i) receipt of the CLEC License Change of Control Approval, (ii) consummation of the First
Closing, (iii) the absence of a Material Adverse Effect, and (iv) compliance with the A&R LLC Agreement during the Second Interim
Period (defined below).
Interim Governance
Pursuant to the Purchase Agreement,
during the period between the Signing Date and the First Closing (the “First Interim Period”), AdTech will continue
to conduct the Business in the ordinary course consistent with past practice and will be subject to various customary interim operating
covenants, including, among others, restrictions on incurring indebtedness, disposing of material assets, amending material contracts
and making capital expenditures above agreed thresholds, in each case without the prior written consent of the Company.
Pursuant to the Purchase Agreement, during the period between the First
Closing and the Final Closing (the “Second Interim Period” and, together with the First Interim Period, the
“Interim Periods”), AdTech will retain the power and authority to direct and control the operations of JVCo
and the Business in accordance with the A&R LLC Agreement, and the Company’s rights with respect to JVCo will be limited to
those set forth therein. AdTech will continue to conduct the Business in the ordinary course consistent with past practice and will be
subject to the obligation to comply in all respects with the governance and consent provisions of the A&R LLC Agreement and to cooperate
with the Company in obtaining the CLEC License Change of Control Approval.
Termination Rights
The Purchase Agreement grants both the Company and AdTech certain termination
rights with respect to the First Closing, including, among other things, if the First Closing has not occurred by March 31, 2027, subject
to certain conditions. Following the First Closing, either party may terminate such party’s obligations to consummate the Final
Closing, including, among other things, if the Final Closing has not occurred within 12 months after the First Closing (as the parties
may extend by mutual written agreement). In the event either party terminates the Purchase Agreement prior to the First Closing, neither
party thereto will owe a termination fee or otherwise incur a liability to any other party under or relating to the Purchase Agreement.
In the event that either party terminates the Purchase Agreement during the Second Interim Period, the parties will follow the repurchase,
unwind, exit or similar process set forth in the A&R LLC Agreement.
Other Terms of the Purchase Agreement
The Purchase Agreement contains
customary representations and warranties from the Company, AdTech, JVCo and the Stockholders, and each party has agreed to covenants,
including, among others, covenants relating to (i) the conduct of the Business during the Interim Periods, (ii) the obligation to use
commercially reasonable efforts to obtain all governmental consents, approvals and authorizations necessary to consummate the Transactions,
including, among others, the Tier 2 Advice Letter Approval and the CLEC License Change of Control Approval, and (iii) access to information
and cooperation with respect to regulatory filings. In addition, the parties agreed to a “no shop” provision that prohibits
AdTech, JVCo and the Stockholders from soliciting, facilitating or entering into alternative acquisition proposals. The Purchase Agreement
also includes customary non-competition and non-solicitation provisions applicable to AdTech and the Stockholders. In addition, the parties
each have customary indemnification obligations and rights under the terms of the Purchase Agreement.
The foregoing summary of the
Purchase Agreement and the transactions contemplated thereby does not purport to be complete and is subject to, and qualified in its entirety
by, the full text of the Purchase Agreement, a copy of which is filed as Exhibit 2.1 to this Current Report on Form 8-K (the “Current
Report”) and incorporated herein by reference.
The Purchase Agreement has
been included as an exhibit hereto solely to provide investors and securityholders with information regarding its terms. It is not intended
to be a source of financial, business or operational information about the Company, AdTech, JVCo or their respective subsidiaries or affiliates.
The representations, warranties and covenants contained in the Purchase Agreement were made only for purposes of that agreement and as
of specific dates, were solely for the benefit of the parties to the Purchase Agreement, and may be subject to limitations agreed upon
by the parties, including being qualified by confidential disclosures made for the purposes of allocating contractual risk between the
parties to the Purchase Agreement instead of establishing these matters as facts and may be subject to standards of materiality applicable
to the parties that differ from those applicable to investors. Investors and securityholders should not rely on the representations, warranties
and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of the Company, AdTech, JVCo
or any of their respective subsidiaries or affiliates. Moreover, information concerning the subject matter of the representations and
warranties may change after the date of the Purchase Agreement, which subsequent information may or may not be fully reflected in the
Company’s public reports. The Purchase Agreement should not be read alone, but should instead be read in conjunction with the other
information regarding the Company, AdTech and JVCo that is or will be contained in, or incorporated by reference into, the documents that
the Company files or has filed with the Securities and Exchange Commission (the “SEC”).
Section 3 - Securities and Trading Markets
Item 3.02. Unregistered Sales of Equity Securities.
The disclosure set forth above
in Item 1.01 of this Current Report relating to the issuance of the Stock Consideration is incorporated by reference herein. The Common
Stock that may be issued as Stock Consideration will not initially be registered under the Securities Act of 1933, as amended (the “Securities
Act”). Such issuance, if any, will be undertaken in reliance upon the exemption from the registration requirements of the
Securities Act pursuant to Section 4(a)(2) of the Securities Act and/or Regulation D promulgated thereunder.
Section 7 - Regulation FD
Item 7.01. Regulation FD Disclosure.
On October 22, 2026, the Company issued a press release announcing
the execution of the Purchase Agreement. The press release is attached hereto as Exhibit 99.1 and is incorporated into this Item 7.01
by reference.
The information included under
Item 7.01 of this Current Report (including Exhibit 99.1) is being furnished and shall not be deemed “filed” for purposes
of Section 18 of the Securities Exchange Act of 1934, as amended (“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 or the
Exchange Act, whether made before or after the date hereof and regardless of any general incorporation language in such filing.
Forward-Looking Statements
Certain statements contained
in this Current Report constitute “forward-looking statements” as defined in Section 27A of the Securities Act and Section
21E of the Exchange Act that are based on current expectations, estimates, forecasts and assumptions and are subject to risks and uncertainties.
Words such as “anticipate,” “assume,” “believe,” “budget,” “continue,” “could,”
“estimate,” “expect,” “forecast,” “goal,” “intend,” “may,” “plan,”
“potential,” “predict,” “project,” “seek,” “should,” “target,”
“would” and variations of such words and similar expressions are intended to identify such forward-looking statements. Investors
are cautioned that any such statements are not guarantees of future performance and that actual results or developments may differ materially
from those projected in the forward-looking statements. Forward-looking statements in this Current Report may include, but are not limited
to, statements relating to (i) the Transactions and their expected terms, timing and closing, including receipt of the Tier 2 Advice Letter
Approval, the CLEC License Change of Control Approval and satisfaction of other customary closing conditions, (ii) expectations regarding
the Company’s ability to effectively integrate the Business and operations of JVCo following the consummation of the Transactions,
(iii) the continued listing of the Company’s Common Stock on The Nasdaq Capital Market and (iv) expectations of future plans, priorities,
focus and benefits of the Transactions. Such statements are subject to a number of assumptions, risks and uncertainties, many of which
are beyond the control of the Company, including but not limited to (i) the ability of the parties to consummate the Transactions in a
timely manner or at all, (ii) satisfaction of the conditions precedent to consummation of the Transactions, including the ability to secure
the Tier 2 Advice Letter Approval and the CLEC License Change of Control Approval in a timely manner or at all, (iii) the possibility
of litigation relating to the Transactions and (iv) other risks described in the Company’s SEC filings. The Company does not undertake
and expressly disclaims any obligation to update the forward-looking statements as a result of new information, future events or otherwise,
except as required by applicable securities laws. All forward-looking statements are based on management’s estimates, projections
and assumptions as of the date hereof.
Section 9 - Financial Statements and Exhibits
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. |
|
Description |
| 2.1# |
|
Unit Purchase Agreement, dated as of October 22, 2026, by and among Intelligent Protection Management Corp., Advanced Technology Distributors Inc., AdTech IT LLC and the stockholders of Advanced Technology Distributors Inc. named therein. |
| 99.1 |
|
Press Release of Intelligent Protection Management Corp., dated October 22, 2026 (furnished pursuant to Item 7.01). |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document). |
| # | Certain schedules and exhibits to this agreement have been omitted
pursuant to Item 601(b)(2) of Regulation S-K. A copy of any omitted schedule or exhibit will be furnished supplementally to the SEC or
its staff upon request. |
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: October 23, 2026 |
|
|
| |
|
|
| |
INTELLIGENT PROTECTION MANAGEMENT CORP. |
| |
|
|
| |
By: |
/s/ Jason Katz |
| |
|
Jason Katz |
| |
|
Chief Executive Officer |
5
Exhibit 99.1
Intelligent Protection Management Corp. Signs
Definitive
Agreement to Acquire Advanced Technology Distributors
Business
Transaction Poised to Expand Managed Services Capabilities and Establish
Platform for Continued Growth
JERICHO, NY / ACCESS Newswire / October 22,
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 that it has entered into a definitive agreement (the “Purchase
Agreement”) with Advanced Technology Distributors Inc. (“AdTech”) pursuant to which IPM will acquire
AdTech’s information technology, telecommunications, connectivity, managed services and related infrastructure solutions business
(the “Business”) for a purchase price of up to $2.7 million, subject to customary adjustments (the “Transaction”).
As part of the Transaction, AdTech will
contribute the Business to AdTech IT LLC (“JVCo”), its wholly owned subsidiary, and IPM will acquire the
outstanding membership interests of JVCo, in two stages, pursuant to the terms of the Purchase Agreement. IPM did not pay any
consideration in connection with the signing of the Purchase Agreement.
AdTech provides information technology, telecommunications,
connectivity and managed services to small and medium-sized businesses throughout central and northern California and beyond.
Transaction Structure and Key Terms
| ● | Acquisition
of 49% at the First Closing; remaining 51% at the Final Closing. The Transaction is structured
in two stages, such that (i) at the initial closing (the “First Closing”)
AdTech will contribute its operating assets related to the Business to JVCo and IPM will
initially acquire 49% of the issued and outstanding membership interests of JVCo and (ii)
at a subsequent closing (the “Final Closing”) IPM will acquire
the remaining 51% of the issued and outstanding membership interests of JVCo, in each case
pursuant to and subject to the terms of the Purchase Agreement. |
| ● | Two-stage
closing tied to CLEC License approvals. The First Closing is expected to occur promptly
after the California Public Utilities Commission (the “CPUC”) approves
a Tier 2 Advice Letter relating to the transfer of AdTech’s competitive local exchange
carrier license (the “CLEC License”) to JVCo (the “Tier
2 Advice Letter Approval”). The Final Closing is expected to occur promptly
after the CPUC approves a change-of-control filing relating to the CLEC License (the “CLEC
License Change of Control Approval”). Each closing also remains subject to
other conditions set forth in the Purchase Agreement. |
| ● | Consideration
of up to $2.7 million. The Transaction provides for aggregate consideration of up to
$2.7 million, including a cash payment at the First and Final Closings, a seller note and
a performance-based earnout payment payable upon achievement of certain milestones. |
| ● | JVCo
becomes a wholly owned subsidiary of IPM. Following the Final Closing, JVCo will become
a wholly owned subsidiary of IPM. |
Strategic Expansion of Core Services and Platform
for Long-Term Growth
Jason Katz, Chairman and Chief Executive Officer of IPM, stated: “This
transaction represents an important milestone in the continued execution of our growth strategy. AdTech has built a strong managed services
business throughout California supported by long-standing customer relationships and a recurring revenue model that aligns closely with
our existing managed solutions practice. We believe the combination will enhance customer engagement and drive opportunity growth by cross-selling
each company’s highly complementary IT services and solutions across a larger combined base of customers.”
Mr. Katz continued: “AdTech serves a diverse
base of businesses that rely on trusted advisors to help manage critical technology needs. By bringing our organizations together, we
will enhance existing services and the associated client outcomes with IPM’s deep expertise in cybersecurity, private cloud, managed
IT, hosting and other technology-related consulting services. We believe this transaction will strengthen our position as a comprehensive
managed technology solutions partner while supporting sustainable long-term growth.”
James Lawson, founder and President of AdTech, added: “Throughout
our history, our focus has been on helping customers navigate an increasingly complex technology landscape. We are excited to combine
IPM’s additional expertise with the skills and experience of our AdTech team to better serve our customers. IPM’s cybersecurity
expertise, managed IT capabilities and advanced security solutions will complement our existing strengths and expand the support and services
we can offer. Our customers will continue working with the AdTech team they know and trust, and signing this agreement does not change
their existing contracts or services. We look forward to building on those relationships and continuing to deliver the high level of service
and support our customers expect.”
The Company believes the Transaction will further
strengthen its managed services platform by expanding its customer reach, increasing recurring revenue opportunities and creating additional
pathways to deliver complementary solutions across a broader client base.
Mr. Katz concluded, “We remain focused on
building a strong, customer-centric technology platform through disciplined growth initiatives. Undertakings such as this allow us to
expand our capabilities, broaden our customer relationships and position the Company to capitalize on opportunities in the evolving managed
services market.”
Transaction Highlights and Expected Synergies
Key attributes of the Business and expected synergies
include:
| ● | Expanding
IPM’s managed services customer base through the addition of a business with highly
consistent recurring revenue. |
| ● | Increasing
opportunities to deliver cybersecurity, hosting, cloud and managed IT solutions to a broader
customer base. |
| ● | Enhancing
recurring revenue visibility and long-term customer relationships. |
| ● | Creating
meaningful cross-selling opportunities across both organizations. |
| ● | Supporting
IPM’s strategy of building a scaled managed technology services platform. |
Advisors
Haynes and Boone, LLP is serving as legal counsel to IPM. Virtus Law,
PLLC is serving as legal counsel to AdTech.
About Intelligent Protection Management Corp.
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
About Advanced Technology Distributors Inc.
Advanced Technology Distributors Inc. is a trusted managed services
provider, offering a full line of professional IT solutions. For over 40 years, AdTech has served small and medium sized businesses throughout
central and northern California and beyond as a comprehensive information technology partner.
Forward-Looking Statements
Certain statements contained in this press release
constitute “forward-looking statements” as defined in Section 27A of the Securities Act of 1933, as amended, and Section 21E
of the Securities Exchange Act of 1934, as amended, that are based on current expectations, estimates, forecasts and assumptions and are
subject to risks and uncertainties. Words such as “anticipate,” “assume,” “believe,” “budget,”
“continue,” “could,” “estimate,” “expect,” “forecast,” “goal,”
“intend,” “may,” “plan,” “potential,” “predict,” “project,” “seek,”
“should,” “target,” “would” and variations of such words and similar expressions are intended to identify
such forward-looking statements. Investors are cautioned that any such statements are not guarantees of future performance and that actual
results or developments may differ materially from those projected in the forward-looking statements. Forward-looking statements in this
press release may include, but are not limited to, statements relating to (i) the Transaction and its expected terms, timing and closing,
including receipt of the Tier 2 Advice Letter Approval, the CLEC License Change of Control Approval and satisfaction of other closing
conditions, (ii) expectations regarding the Company’s ability to effectively integrate the Business and operations of JVCo following
the consummation of the Transaction, (iii) the continued listing of the Company’s common stock on The Nasdaq Capital Market and
(iv) expectations of future synergies, plans, priorities, focus and benefits of the Transaction, including customer base expansion, enhanced
recurring revenue visibility, additional cross-selling opportunities and progress toward building a scaled managed technology services
platform. Such statements are subject to a number of assumptions, risks and uncertainties, many of which are beyond the control of the
Company, including but not limited to (i) the ability of the parties to consummate the Transaction in a timely manner or at all, (ii)
satisfaction of the conditions precedent to consummation of the Transaction, including the ability to secure the Tier 2 Advice Letter
Approval and the CLEC License Change of Control Approval in a timely manner or at all, (iii) the possibility of litigation relating to
the Transaction and (iv) other risks described in the Company’s Securities and Exchange Commission filings. The Company does not
undertake and expressly disclaims any obligation to update the forward-looking statements as a result of new information, future events
or otherwise, except as required by applicable securities laws. All forward-looking statements are based on management’s estimates,
projections and assumptions as of the date hereof.
Investor Contacts:
Joe Dorame, Roger Weiss
Lytham Partners, LLC
602-889-9680
E: ipm@lythampartners.com
