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): May 8, 2025

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):

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

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 5 — Corporate Governance and Management

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

As described below under Item 5.07 of this Current Report on Form 8-K, on May 8, 2025, at the annual meeting of stockholders (the “Annual Meeting”) of Intelligent Protection Management Corp. (the “Company”), the Company’s stockholders approved the Intelligent Protection Management Corp. 2025 Long-Term Incentive Plan (the “2025 LTIP”). As a result, the 2025 LTIP became effective on May 8, 2025.

A description of the 2025 LTIP was included under the heading “Proposal 5: The Approval of the Intelligent Protection Management Corp. 2025 Long-Term Incentive Plan” in the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on April 18, 2025 (the “Proxy Statement”). Such description is qualified in its entirety by reference to the full text of the 2025 LTIP, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 5.07 Submission of Matters to a Vote of Security Holders.

The Company held its Annual Meeting on May 8, 2025. The voting results on the matters submitted to the Company’s stockholders at the Annual Meeting are set forth below. A more detailed description of each proposal was included in the Proxy Statement.

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

Proposal 2: Ratification of 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.

Proposal 3: Approval, on an advisory basis, of the compensation of the Company’s named executive officers.

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

Proposal 5: Approval of the 2025 LTIP.

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.

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

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.

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