As filed with the Securities and Exchange Commission on June 20, 2025.

Registration No. 333-285935

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________________________

AMENDMENT NO. 3 TO
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

__________________________________

Spectral IP, Inc.
(Exact Name of Registrant as Specified in Its Charter)

__________________________________

Texas		6794		99-1775118
(State or Other Jurisdiction of Incorporation or Organization)		(Primary Standard Industrial Classification Code Number)		(I.R.S. Employer Identification Number)

2515 McKinney Avenue, Suite 1000
Dallas, Texas 75201
(972) 499-4934
(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)

__________________________________

Erich Spangenberg
Spectral IP, Inc.
2515 McKinney Avenue, Suite 1000
Dallas, Texas 75201
(972) 499-4934
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent For Service)

__________________________________

Copies to:

Herbert F. Kozlov
Lynwood E. Reinhardt
Anne G. Peetz
Reed Smith LLP
599 Lexington Avenue
New York, New York 10022-7650
(212) 521-5400

David Kutcher
Sauvegarder Investment Management, Inc.
78 SW 7th Street, Suite 500
Miami, FL 33130
(786) 753-9305

Ross D. Carmel
Anna Chaykina
Sichenzia Ross Ference Carmel LLP
1185 Avenue of the Americas, 31st floor
New York, NY 10036
(212) 930-9700

__________________________________

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this Registration Statement.

If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☒

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		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 7(a)(2)(B) of the Securities Act. ☐

__________________________________

The Registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

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EXPLANATORY NOTE

This Registration Statement contains two prospectuses, as set forth below.

• Public Offering Prospectus. A prospectus to be used for the public offering of 3,750,000 shares of common stock of the registrant (the “Public Offering Prospectus”) through the underwriter named on the cover page of the Public Offering Prospectus.

• Resale Prospectus. A prospectus to be used for the resale by the Selling Stockholders (as defined below) set forth therein of an aggregate of 26,788,005 shares of common stock of the registrant (the “Resale Prospectus”).

The Resale Prospectus is substantially identical to the Public Offering Prospectus, except for the following principal items:

• they contain different front cover pages and back cover pages;

• all references in the Public Offering Prospectus to “this offering” or “this initial public offering” will be changed to “our initial public offering” and/or “the IPO,” defined as the underwritten initial public offering of our shares of common stock, in the Resale Prospectus;

• all references in the Public Offering Prospectus to “underwriters” will be changed to “underwriters of the IPO” in the Resale Prospectus;

• the ownership percentages described in the Public Offering Prospectus will be adjusted in the Resale Prospectus to reflect shares of common stock sold in our initial public offering;

• they contain different “The Offering” sections;

• the “Underwriting” section from the Public Offering Prospectus is deleted from the Resale Prospectus and a “Plan of Distribution” section is inserted in its place;

• the “Capitalization” and “Dilution” sections are deleted from the Resale Prospectus;

• the “Legal Matters” section in the Resale Prospectus deletes the reference to counsel for the underwriters; and

• they contain different back pages.

The registrant has included in this registration statement a set of alternate pages after the outside back cover page of the Public Offering Prospectus, which we refer to as the “Alternate Pages”, to reflect the foregoing differences in the Resale Prospectus as compared to the Public Offering Prospectus. The Public Offering Prospectus will exclude the Alternate Pages and will be used for the public offering by the registrant. The Resale Prospectus will be substantially identical to the Public Offering Prospectus except for the addition or substitution of the Alternate Pages and will be used for the resale offering by the Selling Stockholders (it being understood that none of the shares of common stock being registered for resale by the Selling Stockholders in the Resale Prospectus may be sold prior to the closing of our initial public offering under the Public Offering Prospectus, and only then in compliance with applicable laws, rules and regulations).

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The information in this preliminary prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and we are not soliciting offers to buy these securities in any state or other jurisdiction where the offer or sale is not permitted.

PRELIMINARY PROSPECTUS

SUBJECT TO COMPLETION

DATED JUNE 20, 2025

3,750,000 Shares of
Common Stock

Up to 150,000 Representative Warrants to Purchase up to 150,000 Shares of Common Stock

Spectral IP, Inc.

__________________________________

This is a firm commitment initial public offering of shares of common stock of Spectral IP, Inc., which will change its name to SIM IP Inc. prior to the completion of this offering. We are offering 3,750,000 shares of our common stock to be sold in this offering at an estimated initial public offering price between $4.00 and $5.00 per share.

Prior to this offering, there has been no public market for our common stock. We have applied to list our common stock on the Nasdaq Capital Market (“Nasdaq”) under the symbol “SMIP,” and this offering is contingent upon obtaining such approval. At the same time as the registration set forth in this prospectus (the “Public Offering Prospectus”), we are registering the resale of 26,788,005 shares of common stock held by 69 stockholders (“Selling Stockholders”) under a separate prospectus (the “Resale Prospectus”) to be used in connection with the potential distribution of such shares by such security holders. The shares offered by the Resale Prospectus may be sold by the Selling Stockholders from time to time, in the open market, through privately negotiated transactions or a combination of these methods, at market prices prevailing at the time of sale or at negotiated prices. We will not receive any proceeds from the sale of the shares of common stock to be sold by the Selling Stockholders. No sales of shares of common stock covered by the Resale Prospectus shall occur unless and until the shares of common stock sold in this initial public offering begin trading on Nasdaq.

Upon completion of this offering, the Company will have 26,998,953 shares of Company Common Stock issued and outstanding if the over-allotment option is not exercised. Upon completion of this offering, our management team will beneficially own approximately 55.5% of the outstanding shares of Company Common Stock (or approximately 30.3% assuming the conversion of the preferred stock of the Company and exercise of all outstanding options and warrants). Additionally, upon completion of this offering Valkyrie X LLC, Series V SIM I will beneficially own 94.3% of the outstanding Series A preferred stock of the Company (the “preferred stock”) and such preferred stock is convertible into common stock of the Company at a conversion ratio of one for one; provided, however, that such holder will not be able to convert such preferred stock to the extent such conversion would cause such holder to beneficially own a number of shares of Company Common Stock which would exceed 4.99% of our then outstanding Company Common Stock following such exercise.

We are an “emerging growth company” and a “smaller reporting company” as defined under the federal securities laws and, as such, have elected to comply with certain reduced public company reporting requirements.

Investing in our common stock involves a high degree of risk. See the section titled “Risk factors” beginning on page 17.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.

	Per share	Total
Initial public offering price	$	$
Underwriting discounts and commissions(1)(2)	$	$
Proceeds to us before expenses(3)	$	$

____________

(1) Underwriting discounts and commissions do not include a non-accountable expense allowance equal to 1.0% of the initial public offering price payable to the underwriters. See the section titled “Underwriting” for a description of the compensation payable to the underwriters.

(2) We have agreed to issue to Dominari Securities LLC, as representative of the underwriters (“Dominari” or the “Representative”), Representative warrants to purchase shares of common stock equal to 4% of the shares sold in this offering (including any shares sold in the offering to cover over-allotment).

(3) We estimate the total expenses payable by the Company and Sauvegarder IM, excluding the underwriting discount and non-accountable expense allowance, will be approximately $1,250,000.

We have granted the underwriters an option for a period of 45 days to purchase up to an additional shares of our common stock to cover over-allotments, if any.

The underwriters expect to deliver the shares to purchasers on or about , 2025.

DOMINARI SECURITIES LLC

REVERE SECURITIES LLC

The date of this Prospectus is , 2025.

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TABLE OF CONTENTS

		Page
Prospectus summary		1
Summary financial data		15
Risk factors		17
Special note regarding forward-looking statements		50
Industry and market data		51
Use of proceeds		52
Dividend policy		53
Capitalization		54
Dilution		56
Sauvegarder IM Management’s discussion and analysis of financial condition and results of operations		58
Spectral IP Management’s discussion and analysis of financial conditions and results of operations		67
Business		71
Management		86
Director compensation		91
Executive compensation		92
Certain relationships and related-party transactions		100
Principal stockholders		104
Description of capital stock		106
Material U.S. federal income tax consequences to non-U.S. holders		113
Shares eligible for future sale		117
Underwriting		119
Legal matters		131
Experts		131
Where you can find more information		131
Index to Financial Statements		F-1

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You should rely only on the information contained in this prospectus. We have not, and the underwriters have not, authorized anyone to provide you any information or to make any representations other than those contained in this prospectus or in any free writing prospectus prepared by or on behalf of us or to which we have referred you. Neither we nor the underwriters take responsibility for, or provide any assurance as to the reliability of, any other information others may give you. This prospectus is an offer to sell only the shares offered hereby, and only under circumstances and in jurisdictions where it is lawful to do so. We are not, and the underwriters are not, making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted. The information contained in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or any sale of the shares of our common stock. Our business, financial condition, results of operations and prospects may have changed since that date.

For investors outside the United States: We have not, and the underwriters have not, done anything that would permit this offering or the possession or distribution of this prospectus or any free writing prospectus in connection with this offering in any jurisdiction where action for that purpose is required, other than in the United States. Persons outside the United States who come into possession of this prospectus must inform themselves about, and observe any restrictions relating to, the offering of the shares of common stock and the distribution of this prospectus outside the United States. See the section titled “Underwriting.”

Through and including , 2025 (the 25th day after the date of this prospectus), all dealers that buy, sell or trade shares of our common stock, whether or not participating in this offering, may be required to deliver a prospectus. This delivery requirement is in addition to the obligation of dealers to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.

Commonly Used Defined Terms

As used in this prospectus, unless the context indicates or otherwise requires, the terms listed below have the following meanings:

• “Company Common Stock” means the shares of common stock, par value $0.001 per share, of the Company.

• “Legacy SIM Holders” refers to the stockholders of Sauvegarder IM prior to the Reorganization.

• “Reorganization” means the acquisition of all of the outstanding interests in Sauvegarder IM in exchange for the Reorganization Shares.

• “Parent Common Stock” means the shares of common stock, par value $0.0001 per share, of Spectral AI.

• “preferred stock” means the Series A Preferred Stock of the Company, to be issued pursuant to the filing of the Series A Preferred Stock Designation (as defined below) with the Secretary of State of the State of Texas in connection with the Reorganization.

• “Reorganization Shares” means 21,399,851 shares of common stock of the Company and 22,827,380 shares of preferred stock of the Company.

• “Sauvegarder Bridge Financing” means the sale of 2,520,090 shares of Sauvegarder IM pursuant to the subscription agreements entered into by and between Sauvegarder IM and certain investors dated March 18, 2025, pursuant to which such investors agreed to purchase an aggregate of 1,680,060 common stock of Sauvegarder IM at a price per share of $4.00, plus an additional one-half (½) of a share of common stock for each share of Sauvegarder IM purchased (such bonus shares totaling an aggregate 840,030 shares), issued in reliance upon the exemption from the registration requirements of the Securities Act, as set forth in Section 4(a)(2) and Rule 506(b) of Regulation D under the Securities Act. The Sauvegarder Bridge Financing closed on March 26, 2025.

• “Sauvegarder IM” means Sauvegarder Investment Management, Inc. (formerly known as SIM Tech Inc.).

• “SIM IP,” “SIM,” or “Company” means Spectral IP, Inc., a wholly-owned subsidiary of Spectral AI.

• “SIM Licensing” means SIM Tech Licensing, LLC, a wholly-owned subsidiary of Sauvegarder IM.

• “Spectral AI” or “Parent” means Spectral AI, Inc., a publicly traded company listed on Nasdaq under the symbol “MDAI” and “MDAIW” and parent of the Company.

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Trademarks and Tradenames

“SIM IP,” “SIM” and the related logos and other trade names, trademarks or service marks of SIM IP and Sauvegarder IM appearing in this prospectus are the property of Sauvegarder IM or SIM IP, as applicable. Other trade names, trademarks or service marks appearing in this prospectus are the property of their respective holders. Solely for convenience, trade names, trademarks and service marks referred to in this prospectus appear without the ®, ™ and SM symbols, but those references are not intended to indicate, in any way, that we will not assert, to the fullest extent under applicable law, our rights or that the applicable owner will not assert its rights, to these trade names, trademarks and service marks.

Sauvegarder Bridge Financing and Reorganization

As part of the Reorganization, the Company will acquire all of the outstanding interests in Sauvegarder IM in exchange for issuing to Legacy SIM Holders 21,399,851 shares of Company Common Stock and 22,827,380 shares of preferred stock of the Company. Such Reorganization will be completed prior to the effectiveness of this prospectus. In connection with the Reorganization, the Company will also assume Sauvegarder IM’s 2024 Equity Incentive Plan and all outstanding awards in connection with the Reorganization. The shares issued in the Reorganization will be issued pursuant to the exemption from registration provided by Section 4(a)(2) of the Securities Act. The Company will complete the Reorganization prior to the consummation of this offering. The Reorganization is contingent upon the Company satisfying (or being substantially certain to satisfy) all necessary preconditions to list the Company Common Stock on Nasdaq.

We have applied for approval to list our shares on Nasdaq in connection with this offering. A closing condition of this offering is Nasdaq approval to list the Company Common Stock on Nasdaq. Following the Reorganization, we intend to request effectiveness of this prospectus. Following the effectiveness of this prospectus, the shares of the Company will then begin trading on Nasdaq.

The Company is currently a wholly-owned subsidiary of Spectral AI. Spectral AI is focused on medical diagnostics for faster and more accurate treatment decisions in wound care. Spectral IP was originally formed by Spectral AI to advance artificial intelligent intellectual property with a specific emphasis on healthcare. Spectral AI has proposed the Reorganization to maximize stockholder value through the combined company’s focus on a broader IP ecosystem that present significant growth potential outside of Spectral AI’s core focus on medical diagnostics. See “Summary — Corporate History and Reorganization” for additional information.

Following the Reorganization, the Legacy SIM Holders are expected to hold approximately 96% of the outstanding shares of SIM IP. Immediately following this offering, the Legacy SIM Holders are expected to hold approximately 89% of the outstanding shares of SIM IP.

Presentation of Financial and Operating Data

Unless otherwise indicated, the summary historical consolidated financial information presented in this prospectus prior to the Reorganization is that of our accounting predecessor, Sauvegarder Investment Management, Inc., together with its consolidated subsidiaries. The pro forma financial information presented in this prospectus is that of the Company and gives effect to the (i) Reorganization and (ii) this offering.

iii

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Prospectus summary

This summary highlights information contained elsewhere in this prospectus. This summary may not contain all of the information that you should consider before deciding to invest in our common stock. You should read this entire prospectus carefully, including the sections titled “Risk factors,” “Special note regarding forward-looking statements,” “Management’s discussion and analysis of financial condition and results of operations” and “Business,” and our financial statements and related notes included elsewhere in this prospectus before making an investment decision. Unless the context requires otherwise, references in this prospectus to “we,” “us,” “our,” and the “Company,” refer to (i) Spectral IP, Inc. and its subsidiaries (including Sauvegarder IM), following the Reorganization and the consummation of this offering, and (ii) Sauvegarder Investment Management, Inc., the accounting predecessor of Spectral IP, Inc., prior to the Reorganization and the consummation of this offering.

Overview

We are focused on intellectual property (“IP”)-related transactions. We are a manager of IP assets focused on IP-based financing, investment and monetization opportunities, including enforcement and licensing, across jurisdictions, primarily focusing on the United States, Europe and Asia.

Our objective is to provide a range of attractive financial solutions for IP owners. Generally, we are agnostic as to industry, which allows us to pursue opportunities across a number of industries and sectors, including medical devices, networking, consumer electronics, software, automotive, semiconductors, apparel, network security, cybersecurity, video technology, communications and industrial processes, data center, artificial intelligence, internet of things, communications, power and other technology areas where IP may be infringed, or an investment opportunity exits based on the value of the IP as collateral. Our focus is largely on technologies that are in their early stages of adoption and have longer replacement cycles that we believe are widely misunderstood and often mispriced, rather than technologies with short replacement cycles in their later stages that are approaching obsolescence and replacement. We believe our flexibility in industry focus and flexible and tailored transaction solutions will help us achieve our goal of creating value for our stockholders and ultimately generating a return for our stockholders. Our ideal transaction is one where both the Company and the IP owner can generate significant returns from what is otherwise an underperforming, undervalued or underutilized asset.

At this time, our primary focus is on the following areas:

• IP Licensing — monetizing IP owned or acquired directly by a subsidiary or affiliate of Sauvegarder IM, or by third parties with the Company as the licensing agent, typically executed by licensing IP to third parties that would benefit from a license to that technology.

• IP Litigation Investment — financing litigation, primarily IP focused litigation.

We also intend to expand our operations into the following areas as the opportunities arise:

• IP Finance — structured investments (both debt and preferred equity) where the realizable value (as determined by Sauvegarder IM) of the target’s IP is a significant factor in the investment decision.

• IP Royalty Acquisition — the acquisition of royalties to be received by a target company based on prior licensing of IP.

• IP Tactical Opportunities — IP-related transactions, including copyrights, distressed investments, refinancings, judgment financings, entertainment litigation, life sciences, and other strategic transactions which are opportunistic in nature and require a differentiated and highly tailored solution.

We may also engage in other business activities that we believe present attractive financial alternatives and regularly are approached to evaluate a variety of legal, regulated and alternative investment opportunities that may not fit into any of the above categories.

Since our inception, we have been primarily focused on monetization activities of IP assets, including licensing and enforcement of owned IP assets and through litigation investments. These are areas where our management has the most experience and we believe we have the most current opportunities given our access to capital has been limited to date. As our business grows, and our access to capital increases, we intend to develop our IP finance and IP royalty acquisition businesses.

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A key factor in the success of our business is sourcing, evaluating and managing quality opportunities. Although we believe that a number of IP owners will contact us directly, a key part of our success will depend on our ability to recognize IP where the value is not fully recognized, to strategically identify opportunities for monetization of the IP, and to successfully engage with those IP owners to consummate a transaction. Our chairman and chief executive officer, Erich Spangenberg, has over 20 years of experience in IP monetization and global licensing. Mr. Spangenberg has been recognized several times as one of the world’s top 50 IP strategist and has been known to contribute to the way individuals think about and use patents. Mr. Spangenberg and his former teams have generated in excess of $500 million in revenue and as principal, agent, and advisor has generated over $2 billion in patent financing and acquisition transactions. Erich has also served as a chief executive officer in various other companies such as SIM Acquisition Corp. and IPwe, Inc. He has developed a network of companies, brokers, counsel, and experts in this industry. This network supports our team in sourcing and analyzing various opportunities, primarily those focused on monetization and litigation, in an efficient and cost-effective manner. Other members of our executive team, including David Kutcher, director, chief financial officer and senior managing director — credit, has 14+ years’ experience investing across asset classes and security types, and Jennifer Burdman, managing director, has over 20 years of experience in evaluating, licensing, and enforcing the rights associated with IP assets in her capacity as outside counsel and in-house counsel and Colin Bristow, managing director, has 15 years’ experience evaluating and investing in the healthcare space.

Litigation Investment

As of June 15, 2025, Sauvegarder IM has entered into two IP litigation investment agreements.

• SIM Licensing, a wholly-owned subsidiary, is a party to, and has certain rights to, a transaction pursuant to which a third-party company has acquired 16 patents (and the right to license additional unrelated patents) covering fundamental aspects of geolocation technology. SIM Licensing agreed to fund a maximum of €3.0 million in costs expected to be incurred by the third party in seeking to enforce these patents. SIM Licensing has a security interest in the patents at issue. Litigation has since been initiated in the European Unified Patent Court (“UPC”) and the Regional court of Munich, Germany. Those cases are proceeding but no decisions have been rendered yet and the arrangement has generated no revenues to date. SIM Licensing further agreed to separately fund an additional €1.0 million as required by the UPC and subsequently amended the patent security agreement to reflect this additional funding.

• GPool IP Protection LLC (“GPool IP”), a wholly-owned subsidiary of Sauvegarder IM, has entered into advisory and litigation related financing agreements related to US and ex-US patents related to hydrocarbon extraction technology. We would not directly, or indirectly, own any IP assets which “touch the leaf.” No litigation has been filed yet under these agreements, but we expect to do so in 2025.

There can be no assurance that either of these arrangements will ever generate any revenues or will generate revenues at an acceptable margin and we may lose all, or a portion, of our investment and any bonds (performance, injunction or otherwise) required to be posted.

Patent Acquisitions

As of June 15, 2025, the following patent acquisitions were closed or were subject to definitive documentation. Ultimately the transactions below will be a part of our IP Licensing and/or IP Litigation Investment strategies.

• SIM IP HXR LLC (“SIM HXR”), a wholly-owned subsidiary, entered into a Patent Purchase Agreement dated January 29, 2025, pursuant to which SIM HXR agreed to purchase 500+ patents and patent applications related to haptics and extended reality technologies for a purchase price of $30 million. A portion of the proceeds of this offering are expected to be utilized for the purchase of the SIM HXR portfolio. The HXR Patent Purchase Agreement was subsequently amended on May 28, 2025 to extend the closing date to May 30, 2025, and again on May 30, 2025 extending the date to May 31, 2025. On May 31, 2025, the closing date was further extended; provided, that if closing occurs after June 30, 2025, the parties will negotiate in good faith to reduce certain negative tax consequences to the seller. There can be no assurance that we will have adequate funding to complete this purchase in its entirety.

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assignment includes 34 patents related to cloud computing, virtual networking, internet protocol address management technologies, with expiration dates in 2029-2037, for a purchase price of $4.0 million. This transaction closed on April 17, 2025. A portion of the proceeds of this offering are expected to be utilized for the payment of the remaining balance of $2 million for the purchase of the Nixu FL portfolio.

• GL IP Protection, LLC (“GL IP”), a wholly-owned subsidiary of Sauvegarder IM, owns all right, title and interest to certain patents and related patents that were assigned to it pursuant to a Patent Purchase Agreement dated May 2, 2025. This assignment includes 19 granted patents related to decoding, real-time video processing, and secure data transmission technologies, with expiration dates in 2033-2035. The agreement also provides GL IP with the option to acquire another 126 patents and patent applications in related technologies.

• SIM IP 2 LLC, a wholly-owned subsidiary of Sauvegarder IM (“SIM2”), owns all right, title and interest to certain patents and related patents that were assigned to it pursuant to a Patent Assignment Agreement dated June 20, 2024, by and between SIM2 and AJOU University Industry-Academic Cooperation Foundation. This assignment includes 5 non-US patents, including two granted patents in Europe (validated in Germany) with expiration dates in 2030 and 2031, related to wireless communications, and we anticipate seeking licensing transactions for these assets.

• SIM IP 6 LLC, a wholly-owned subsidiary of Sauvegarder IM (“SIM6”), also owns all right, title and interest to certain patents and related patents that were assigned to it pursuant to a Patent Assignment Agreement dated November 19, 2024, by and between SIM6 and Friendship Link Protocol, LLC. This assignment includes 11 US patents and 1 US patent application with anticipated expiration dates from 2031-2033, related to social network graph inference technologies, and we anticipate seeking licensing transactions for these assets.

Tactical Opportunities

• On February 28, 2025, SIM Entertainment Litigation Fund LLC (“SIM Entertainment Litigation”), a wholly-owned subsidiary of Sauvegarder IM and subsidiary, entered into an agreement with Sergei Bespalov & Associates (“Sourcing Agent”) pursuant to which Sourcing Agent will identify and source creative talent with meritorious legal claims against studios, production companies, streaming platforms, networks, and others, including, without limit, content creators, licensors and distributors. Sourcing Agent will also engage approved legal counsel and propose an assessment and budget. SIM Entertainment Litigation’s intention is to provide at least $5.0 million in funding for such monetization activities and enter into at least ten funding agreements in respect of such cases per year.

• SIM Entertainment Litigation entered into a Funding Agreement dated May 12, 2025, with Sergei Bespalov pursuant to which it agreed to advance $250,000 to Mr. Bespalov against a $14 million legal fee claim. The transaction closed on May 19, 2025.

• On March 31, 2025, affiliates of Strong Force IP and SIM entered into an agreement regarding the development, sale and licensing of a limited number of patent assets that are technologically primarily focused on industrial technology and are geographically primarily focused on Europe. Leveraging existing patent assets granted in the US and open patent applications in Europe, after a development and patent prosecution stage to obtain additional issued patents in Europe that is expected to last approximately 12 months, SIM will have the ability to monetize these assets under a revenue sharing arrangement with Strong Force. The expectation is that this strategic relationship may expand into other technologies and additional assets, if this initial relationship proves beneficial for both parties.

Other Potential Transactions

We have also entered into two term sheets, and are in the process of negotiating a final agreements regarding: (a) the acquisition of 33 granted US patents and 7 pending US patent applications, with 7 granted patents outside the US related to spinal implant technology, and (b) the acquisition of 9 granted patents in the US and Europe related to power flow measurement and management of electric devices, including electric vehicle charging stations. In addition, Sauvegarder IM has entered into one non-binding letter of intent related to providing advisory services and litigation related financing for copyright infringement claims. See “Business — Our Assets” for more information.

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Our Strategy

Our objective is to provide a range of attractive IP monetization solutions for IP owners. We intend to grow our business by acquiring and licensing assets while partnering with constituents across the IP asset value chain. Our ideal transaction is one where both the Company and the IP owner can generate significant returns from what is otherwise an underperforming, infringed or underutilized asset. Ultimately our goal is to generate significant stockholder returns through what we believe is widely misunderstood and often mispriced asset class. Our growth strategy is tailored to the needs of our partners through a variety of structures in line with our IP-focused verticals: IP licensing, IP litigation investment, IP finance, IP royalty acquisitions, and IP tactical opportunities.

A key factor in the success of our business is sourcing, evaluating and managing quality opportunities. A key part of our success depends on our ability to recognize IP where the value is not fully recognized, to strategically identify opportunities for monetization of the IP, and to successfully engage with those IP owners to consummate a transaction. The next critical step is to effectively communicate this value proposition to entities that are utilizing this IP or may benefit from using this IP. In our view, this is a complicated and sometimes lengthy sourcing and sales cycle that requires skill sets that are developed with experience in this field. We believe we are offering a solution for which there is potential significant demand, but where there is also significant misunderstanding and significant competition from alternative providers. For example, many IP owners turn to legal counsel for their IP related needs, sometimes overlooking monetization opportunities. Our view is that while legal counsel may be exceptional at providing key services related to obtaining and maintaining IP, there are often more synergies to be obtained by combining SIM’s expertise with the services of effective IP litigation, prosecution and transactional counsel. Additionally, through our management team’s experience and reputation, we also source opportunities through direct outreach from IP owners.

Our Assets

Litigation Investment

SIM Licensing, a wholly-owned subsidiary, is a party to, and has certain rights to, a transaction pursuant to which a third-party company has acquired 16 patents (and the right to license additional unrelated patents) covering fundamental aspects of geolocation technology. SIM Licensing agreed to fund a maximum of €3.0 million in costs expected to be incurred by the third party in seeking to enforce these patents. SIM Licensing has a security interest in the patents at issue. As of June 15, 2025, the litigation has been initiated in the UPC and the Regional court of Munich, Germany. As of June 15, 2025 we have funded approximately €0.75 million (approximately $0.8 million) in connection with the litigation, and are committed to funding up to an additional €2.25 million (approximately). We also funded an additional €1.0 million (approximately $1.1 million) in performance bonds pursuant to amendments to the Patent Security Agreement and Pay Proceeds Agreement which increased the aggregate commitment to €4.0 million. We hold a security interest in the subject IP. As of March 31, 2025, we determined that an amicable resolution is not likely to be reached in the near term, in part because of the significant value placed on the IP and claims being asserted. As a result, we have established a full credit allowance against that balance and caution investors there can be no assurance this arrangement will ever generate any revenue, generate revenue in excess of our investment or will generate revenues at an acceptable margin.

As of June 15, 2025, GPool IP, a wholly-owned subsidiary of Sauvegarder IM, has entered into advisory and litigation related financing agreements related to US and ex-US patents related to hydrocarbon extraction technology. We would not directly, or indirectly, own any IP assets which “touch the leaf.” No litigation has been filed yet under these agreements. There can be no assurance this arrangement will ever generate any revenues or will generate revenues at an acceptable margin.

Patent Acquisitions

As of June 15, 2025, SIM HXR has entered into a Patent Purchase Agreement dated January 29, 2025, pursuant to which SIM HXR agreed to purchase 500+ patents related to haptics and extended reality technologies for a purchase price of $30 million. A portion of the proceeds of this offering are expected to be utilized for the purchase of the SIM HXR portfolio. The HXR Patent Purchase Agreement was subsequently amended on May 28, 2025 to extend the closing date to May 30, 2025, and again on May 30, 2025 extending the date to May 31, 2025. On May 31, 2025, the closing date was further extended; provided, that if closing occurs after June 30, 2025 the parties will negotiate in good faith to reduce certain negative tax consequences to the seller. There can be no assurance that we will have adequate funding to complete this purchase in its entirety, will ever generate any revenue if completed, generate revenue in excess of our funded amounts, or will generate revenues at an acceptable margin.

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As of June 15, 2025, Nixu FL has entered into a Patent Purchase Agreement dated April 4, 2025, pursuant to which Nixu FL has purchased 34 patents including 3 US patents and 31 additional granted patents in Austria, China, Germany, Spain, Finland, India, Italy, and Japan related to cloud computing, virtual networking and internet protocol address management, with anticipated expiration dates in 2029-2037, for a purchase price of $4.0 million ($2.0 million up front and four additional quarterly payments of $500,000) and a specified percentage of net recoveries. This transaction closed on April 17, 2025. There can be no assurance they will ever generate any revenue, generate revenue in excess of our funded amounts, or will generate revenues at an acceptable margin.

As of June 15, 2025, GL IP has entered into a Patent Purchase Agreement dated May 2, 2025, pursuant to which GL IP has purchased right, title and interest to certain patents and related patents. This assignment includes 19 granted patents related to decoding, real-time video processing, and secure data transmission technologies, with anticipated expiration dates in 2033-2035. The agreement also provides GL IP with the option to acquire another 126 patents and patent applications in related technologies. There can be no assurance that we will ever generate any revenue from these creative cases, generate revenue in excess of our funded amounts, or will generate revenues at an acceptable margin.

As of June 15, 2025, SIM2, was assigned 5 non-US patents, including 2 granted patents in Europe (validated in Germany) related to wireless communications, pursuant to that Patent Assignment Agreement dated June 20, 2024, with AJOU University Industry-Academic Cooperation Foundation. Those European patents are anticipated to expire in 2030 and 2031. We anticipate seeking licensing transactions for this IP through consensual negotiations, but we are prepared to launch litigation if necessary to obtain licenses. All of these principal transactions are in their very early stages and have generated no revenues to date. There can be no assurance they will ever generate any revenue, generate revenue in excess of our funded amounts, or will generate revenues at an acceptable margin.

As of June 15, 2025, SIM Tech Licensing LLC entered an IP advisory agreement with Zerify, Inc. on August 25, 2024. Pursuant to this agreement, SIM Licensing shall act as worldwide intellectual property licensing agents for patents owned by Zerify, Inc..

As of June 15, 2025, SIM6, a wholly-owned subsidiary of Sauvegarder IM, also owned all right, title and interest to 11 US patents 1 US patent application related to social network graph interface technologies that were assigned to it pursuant to that Patent Purchase Agreement dated November 19, 2024, with Frank David Serena and Friendship Link Protocol LLC. There can be no assurance they will ever generate any revenue, generate revenue in excess of our funded amounts, or will generate revenues at an acceptable margin.

Tactical Opportunities

As of June 15, 2025, SIM Entertainment Litigation entered into an agreement with Sourcing Agent pursuant to which Sourcing Agent will identify and source creative talent with meritorious legal claims against studios, production companies, streaming platforms, networks, and others, including, without limit, content creators, licensors and distributors. Sourcing Agent will also engage approved legal counsel and propose an assessment and budget. SIM Entertainment Litigation’s intention is to provide at least $5.0 million in funding for such monetization activities and enter into at least ten funding agreements in respect of such cases per year. There can be no assurance that we will ever generate any revenue from these creative cases, generate revenue in excess of our funded amounts, or will generate revenues at an acceptable margin.

As of June 15, 2025, SIM Entertainment Litigation entered into a Funding Agreement dated May 12, 2025, with Sergei Bespalov pursuant to which it agreed to advance $250,000 to Mr. Bespalov against a $14 million legal fee claim. The transaction closed on May 19, 2025.

As of June 15, 2025, affiliates of Strong Force IP and SIM entered into an agreement regarding the development, sale and licensing of a limited number of patent assets that are technologically primarily focused on industrial technology and are geographically primarily focused on Europe on March 31, 2025. Leveraging existing patent assets granted in the US and open patent applications in Europe, after a development and patent prosecution stage to obtain additional issued patents in Europe that is expected to last approximately 12 months, SIM will have the ability to monetize these assets under a revenue sharing arrangement with Strong Force. The expectation is that this strategic relationship may expand into other technologies and additional assets, if this initial relationship proves beneficial for both parties.

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SIM IP finalized and entered into an intellectual property license pursuant to which SIM IP received a worldwide, non-exclusive, license to Spectral AI’s 1 patent asset for the purposes of commercializing and monetizing outside the core areas of focus of Spectral AI on market terms and conditions that are to be finalized.

Potential Transactions

As of June 15, 2025, we have also entered into term sheets, and are negotiating final documents related to the following patent acquisitions:

• 33 granted US patents, 7 pending US patent applications and 7 granted patents in Australia, Canada, Germany and Mexico related to spinal implant technology. We expect to acquire these patents for $4.0 million ($2.5 million up front and six additional quarterly payments of $250,000) and a specified percentage of net recoveries. There can be no assurance they will ever generate any revenue, generate revenue in excess of our funded amounts, or will generate revenues at an acceptable margin.

• 9 granted patents in the US and Europe related to power flow measurement and management of electric devices, including electric vehicle charging stations. We expect to acquire these patents for $1.0 million and a specified percentage of net recoveries. There can be no assurance they will ever generate any revenue, generate revenue in excess of our funded amounts, or will generate revenues at an acceptable margin.

As of June 15, 2025, Sauvegarder IM has entered into one non-binding letter of intent related to providing advisory services and litigation related financing for copyright infringement claims. There can be no assurance that we will ever generate any revenue from these creative cases, generate revenue in excess of our funded amounts, or will generate revenues at an acceptable margin.

IP Financing and IP Royalty Acquisitions

As of June 15, 2025, we have not entered into any structured financing agreements outside IP litigation or entered into any agreements to acquire any royalties. There can be no assurance we ever will enter into any such agreements or ever generate any revenues or other returns or will generate revenues or returns at an acceptable margin.

Sourcing, Analysis, Investment and Execution

A key to our business is to source and execute on IP transactional opportunities and this is not a simple undertaking. Although electronic resources such as computerized IP analytic systems and the generative artificial intelligence (“Generative AI”) resources developed by third parties for such purposes are helpful in identifying and analyzing IP opportunities, there is still a significant human interaction and human analytic component required to complete the analysis, complete a business relationship with the IP owner and to executed and consummate a transaction. We use AI resources generally in our day-to-day analysis of opportunities. However, our business model is not reliant on such AI resources. As discussed below, our business is focused on the human interaction and human analytical component.

Sourcing. A key factor in the success of our business is sourcing quality opportunities. We rely on our reputation, and network of companies, investors, brokers, bankers, counsel and experts that key members of our management have developed over many years. We encourage cooperation through our network by offering compensation — typically in the form of participating in the upside, if any — and making decisions quick to permit our network to shop the opportunity to others if we are not interested in pursuing the opportunity for some reason.

Analysis. We conduct a review that consists of various steps of analysis which we refer to as “screens.” The steps in the screening process are meant to quickly eliminate opportunities that do not meet our requirements. This process on average typically takes over 30 days to complete and can take longer depending on the nature of the technology at issue, and responsiveness of the IP owner to due diligence inquires. This process requires significant internal and external resources and a financial commitment on our part as the experts and counsel may be expensive and qualified counsel and experts are in tight supply and can demand premium rates. Key members of our management are involved in this analysis which further results in resource constraints. We endeavor to use technology to reduce these costs with tools like Generative AI, but we are not able to rely solely on technology to complete this analysis phase.

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for a licensing, credit, financing, royalty or other transaction. Even if a transaction is consummated with the IP owner, this does not guarantee a successful outcome for our investors. In general, all the IP-related transactions we evaluate involve a high degree of risk and may result in significant losses, some of which risks we are able to reduce but not eliminate.

Market Overview

Intellectual Property. According to the World Intellectual Property Organization, the United Nations agency that serves the world’s innovators and creators, IP broadly refers to creations of the mind, such as inventions, literary and artistic words, designs, and symbols, names and images used in commerce. IP is a subset of a very large asset class known as intangible assets (in contrast to tangible assets). The IP assets that we currently focus on primarily consists of patents, but we regularly evaluate potential opportunities of other IP assets, including copyrights, trademarks, trade secrets and, on occasion, non-IP assets like data rights as well as non-IP related litigation finance opportunities.

Patents, trademarks and copyrights are issued by approximately 193 individual sovereign governments around the world. These government issued rights exist on a country-by-country basis. With respect to patents, the specific rights are issued by these governments through a complex legal process that often requires the applicant and owner not only to present a novel and innovative idea or work that is able to be protected, but also requires significant financial investment and other resources to obtain and maintain.

Monetization and Utilization of IP-Related Assets. Similar to tangible assets, intangible IP assets can be used as the basis for financing, investment and monetization opportunities, including enforcement and licensing.

IP assets are regularly developed as part of the overall productivity and growth of a company. In fact, many IP owners in industry and academia concentrate efforts (and financial resources) on creating IP and filing for protection of the IP, in our view, without knowing how to effectively monetize it. These IP owners devote a significant amount of money and resources to create novel IP, but often a lack of a fulsome life-cycle IP monetization plan prevents them from getting a reasonable return on their investments.

There are significant potential revenue streams associated with global IP transactions. According to recent reports, studies estimate that intellectual property represents more than a third of the market value of US publicly traded companies. In 2016, the total revenue created by licensing IP accounted for $116 billion; it has grown three folds in 2020 and is subject to increase in the coming decade. In a 2024 analysis by the Richardson Oliver Law Group, the cumulative asking price of patents on the market was estimated to be about $45 billion. Sales represented almost $16 billion in asking prices and projected through to the first quarter of 2025 cumulative total sales to reach over $17 billion.

In our experience, most IP owners do not generate significant returns on their IP and at least some of those IP owners are seeking alternatives to enhance returns on what we view as a critical asset class in a knowledge-based economy. We seek to serve the needs of this sub-class of IP owners who are looking for enhanced financial alternatives for their IP assets.

The Role of IP Licensing. This IP monetization strategy involves the IP owner licensing the right to use particular IP to other companies pursuant to a licensing agreement. These licensing agreements have various terms, including either fixed lump sum payments or payments based on volumes sold, and can be restricted to industries, lines of business, fields of use, or geographic regions. As of 2023, the market size of intellectual property licensing in the United States was estimated to be approximately $62.18 billion, increasing from $43.5 billion in 2013.

The Role of IP Litigation. The ability to institute legal proceedings involving the assertion of IP assets, whether infringement actions or contractual disputes related to IP rights, is inherent to the value of IP assets. The collection of damages related to the improper or unauthorized use of IP can be a significant source of revenue to the IP holder. According to the United States Government Accountability Office (“GAO”), commercial TPLF funders typically provide millions of dollars in funding for high-value litigation and arbitration. For example, one trade association estimated its members (commercial funders) invested in litigation with damages worth $10 million or more, and typically invested a minimum of $2 million per transaction. Additionally, three commercial litigation funders GAO collected data from deployed, on average, about $2.3 million per single-case agreement and $4.5 million per portfolio agreement over the last 5 years. Similarly, a TPLF market report found that, in 2021, the average value of new single-case arrangements for the commercial funders that provided data was $3.5 million and the average value of portfolio arrangements was $8.5 million. In 2020, U.S. companies spent total of $22.8 billion on litigation.

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See “Business — Market Overview” for more information.

Corporate History and Reorganization

Sauvegarder IM was formed in Delaware on March 25, 2024 and SIM Licensing was formed in Delaware on January 22, 2024. On August 13, 2024, the holders of the outstanding membership interests in SIM Licensing (the “Licensing LLC Interests”) exchanged their Licensing LLC Interests to Sauvegarder IM in exchange for 200,000 shares of Company Common Stock. Effective March 18, 2025, Sauvegarder IM converted from a Delaware corporation to a Texas corporation.

SIM IP was formed on March 7, 2024 as a Delaware corporation and wholly-owned subsidiary of Spectral AI to advance artificial intelligent intellectual property with a specific emphasis on healthcare. Effective April 4, 2025, SIM IP converted from a Delaware corporation to a Texas corporation. Prior to this offering, the Company will acquire all of the outstanding equity interests in Sauvegarder IM in exchange for the Reorganization Shares, pursuant to the exemption from registration provided by Section 4(a)(2) of the Securities Act. This transaction, referred to as the Reorganization, will occur prior to the effectiveness of this registration statement of which this prospectus is a part. Spectral AI will remain a shareholder of the Company following the Reorganization and this offering.

In May 2024, Spectral AI appointed its director, Mr. Spangenberg, as the chief executive officer of SIM IP, with the goal to create an IP-focused enterprise that would require limited company management resources due to Mr. Spangenberg’s experience with IP monetization and global network in this space. In November 2024, Spectral AI announced its plan to combine SIM IP with Sauvegarder IM and spin-off the combined company. Spectral AI is focused on medical diagnostics for faster and more accurate treatment decisions in wound care. With the proposed transaction with Sauvegarder IM, Spectral AI seeks to maximize stockholder value through SIM IP’s focus on a broader IP ecosystem that present significant growth potential outside the Company’s core focus on medical diagnostics.

On November 4, 2024, the Company entered into a Purchase Agreement (as amended, the “Purchase Agreement”) with Sauvegarder IM. Pursuant to the Purchase Agreement, the Company will acquire all of the outstanding common stock of Sauvegarder IM, valued at approximately $176.9 million, in exchange for issuing to the Legacy SIM Holders 21,399,851 shares of Company Common Stock and 22,827,380 shares of preferred stock of the Company, subject to certain closing conditions being met including the Company satisfying (or being substantially certain to satisfy) all necessary preconditions to list the Company Common Stock on Nasdaq. The value of the Company Common Stock to be issued to Sauvegarder IM excludes any value attributable to the 12,235,000 equity incentive awards issued and outstanding, or the 100,804 warrants issued to the placement agent on March 26, 2025 and is based on a price of $4.00 per share. Additionally, Spectral AI has agreed to forfeit all shares of Spectral IP it holds other than 1,849,102, which is the value the parties attribute to the intellectual property license agreement held by Spectral IP.

Timing of the Reorganization and Offering

The Reorganization will be completed first. The Reorganization is contingent upon the Company satisfying (or being substantially certain to satisfy) all necessary preconditions to list the Company Common Stock on Nasdaq. Following the Reorganization, we intend to concurrently complete and consummate this offering. In connection with the closing of this offering, the Company will be changing its name to SIM IP, Inc.

This offering is contingent on the listing of our shares on Nasdaq.

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Organizational Chart

Set forth below is the current organizational chart displaying the corporate structure of the Company and Sauvegarder IM:

Set forth below is the proposed organizational chart displaying the corporate structure of the Company and Sauvegarder IM following the Reorganization.

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Set forth below is the proposed organizational chart displaying the corporate structure of the Company and Sauvegarder IM immediately following our initial listing (assuming a public offering of approximately 8% of the outstanding shares of Company Common Stock and the conversion of all outstanding preferred stock of Spectral IP):

After the Reorganization and offering, we will be an independent, publicly traded company.

Recent Developments

Bridge Financing

Corporate information

Our principal executive office is located at 2515 McKinney Avenue, Suite 1000, Dallas, Texas 75201. Upon the Reorganization, our principal executive office will be located at 78 SW 7th Street, Suite 500, Miami, FL 33130. Our telephone number is (972) 499-4934 and upon the Reorganization will be (786) 753-9305.

Our website address is www.simip.io. The information on, or that can be accessed through, our website is not part of this prospectus and is not incorporated by reference herein. We have included our website address as an inactive textual reference only.

Implications of being an emerging growth company and a smaller reporting company

We are an “emerging growth company,” as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). We will remain an emerging growth company until the earliest of: (i) the last day of the fiscal year following the fifth anniversary of the consummation of this offering; (ii) the last day of the fiscal year in which we have total annual gross revenue of at least $1.235 billion; (iii) the last day of the fiscal year in which we are deemed to be a “large accelerated filer” as defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which

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would occur if the market value of our Company Common Stock held by non-affiliates exceeded $700.0 million as of the last business day of the second fiscal quarter of such year; or (iv) the date on which we have issued more than $1.0 billion in non-convertible debt securities during the prior three-year period. An emerging growth company may take advantage of specified reduced reporting requirements and is relieved of certain other significant requirements that are otherwise generally applicable to public companies. As an emerging growth company:

• we will present in this prospectus only two years of audited annual financial statements, plus any required unaudited interim condensed financial statements, and related management’s discussion and analysis of financial condition and results of operations;

• we will avail ourselves of the exemption from the requirement to obtain an attestation and report from our independent registered public accounting firm on the assessment of our internal control over financial reporting pursuant to the Sarbanes-Oxley Act of 2002;

• we will provide less extensive disclosure about our executive compensation arrangements; and

• we will not require non-binding, advisory stockholder votes on executive compensation or golden parachute arrangements.

In addition, the JOBS Act provides that an emerging growth company can take advantage of an extended transition period for complying with new or revised accounting standards. This provision allows an emerging growth company to delay the adoption of some accounting standards until those standards would otherwise apply to private companies. We have elected to use the extended transition period for any other new or revised accounting standards during the period in which we remain an emerging growth company; however, we have and may adopt certain new or revised accounting standards early.

As a result, the information in this prospectus and that we provide to our investors in the future may be different than what you might receive from other public reporting companies.

We are also a “smaller reporting company,” as defined in the Exchange Act. We may continue to be a smaller reporting company even after we are no longer an emerging growth company. We may take advantage of certain of the scaled disclosures available to smaller reporting companies and will be able to take advantage of these scaled disclosures for so long as the market value of our voting and non-voting Company Common Stock held by non-affiliates is less than $250.0 million measured on the last business day of our second fiscal quarter, or our annual revenue is less than $100.0 million during the most recently completed fiscal year and the market value of our voting and non-voting Company Common Stock held by non-affiliates is less than $700.0 million measured on the last business day of our second fiscal quarter.

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The offering

Common stock offered by us		3,750,000 shares.
Option to purchase additional shares		We have granted the underwriters an option to purchase up to 562,500 additional shares of Company Common Stock from us at any time within 45 days from the date of this prospectus.
Offering Price:		For purposes of this prospectus, the assumed initial public offering price is $4.00 per share (the low end of the price range set forth on the cover page of this prospectus).
Common stock to be outstanding immediately after this offering(1)		26,998,953 shares (or 27,561,453 shares if the underwriters exercise their option to purchase additional shares in full).
Use of proceeds		We estimate that the net proceeds to us from this offering will be approximately $12.3 million (or approximately $14.4 million if the underwriters exercise their option to purchase additional shares in full), assuming an initial public offering price of $4.00 per share (the low end of the price range set forth on the cover page of this prospectus) and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us. We currently intend to use approximately $4.0 million of the net proceeds from this offering to pay for the remaining obligations related to intellectual property assets that we have acquired or financed, including the Nixu FL purchase and Gene Pool advances. Specifically, these payments will satisfy outstanding balances due under the previously executed agreements related to these assets. The remainder of the net proceeds will be used for general corporate purposes, including the enforcement and monetization of owned and financed portfolios. See the section titled “Use of Proceeds.”
Risk Factors		See the section titled “Risk factors” on page 17 if this prospectus and other information included in this prospectus for a discussion of factors you should carefully consider before deciding whether to invest in our Company Common Stock.
Proposed Nasdaq trading symbol		“SMIP”
Representative’s Warrants:		We have also agreed to issue to the Representative warrants to purchase an aggregate of 4.0% of the shares of Company Common Stock sold in this offering (including any shares sold in the offering to cover over-allotment). The warrants will have an exercise price equal to 120.0% of the offering price of the Company Common Stock sold in this offering and may be exercised on a cashless basis. The warrants are exercisable commencing 181 days from the date of the commencement of the sales of the public securities in this offering and will expire on the sixty (60) months anniversary of the date of effectiveness of this Registration Statement. The warrants will have a cashless exercise provision and provide for customary anti-dilution provisions, one time demand registration at the Company’s expense, and unlimited “piggyback” registration rights with respect to the registration of the shares underlying the warrants for a period of five years after the closing of this offering. The registration statement of which this prospectus forms a part also registers the issuance of the shares of Company Common Stock issuable upon exercise of the Representative’s warrants. See the “Underwriting — Underwriter Warrants” section for more information.

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Lock-Ups		We have agreed with the Representative not to offer for sale, issue, sell, contract to sell, pledge or otherwise dispose of any of our Company Common Stock or securities convertible into Company Common Stock for a period of 365 days after the date of this prospectus. Our directors, executive officers and stockholders, except for the Selling Stockholders named in the Resale Prospectus also forming part of this registration statement, have agreed with the Representative not to offer for sale, issue, sell, contract to sell, pledge or otherwise dispose of any of our Company Common Stock or securities convertible into Company Common Stock for a period of 180 days after the date of this prospectus. The underwriters have agreed to waive the lock-up requirement for shares of Company Common Stock being sold by the Selling Stockholders named in the Resale Prospectus also filed as part of this registration statement. See “Underwriting — Lock-Up Agreements.” Furthermore, certain lock-up parties shall enter into a leak out agreement with the Representative ending December 31, 2025 (the “Leak-Out Period”), wherein they shall only be entitled to sell, dispose, transfer, assign, pledge or hypothecate or enter into any such transaction to such effect, directly or indirectly, (including, without limitation, any sales, short sales, swaps or any derivative transactions that would be equivalent to any sales or short positions) (each a “Disposition”), on any day during the Leak-Out Period, shares of unrestricted Company Common Stock equal to no more than twenty (20%) percent of the trading volume of Company Common Stock as reported by Bloomberg, LP for trading day prior to the Disposition. For additional information regarding our arrangement with the underwriters, please see “Underwriting.”
Dividend Policy		We do not anticipate declaring or paying any cash dividends on our Company Common Stock following our public offering.

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(1) Unless we specifically state otherwise or the context otherwise requires, the number of shares of Company Common Stock to be outstanding immediately after this offering is based on 23,248,953 shares of Company Common Stock outstanding as of June 15, 2025 (pro forma for the Reorganization) and excludes:

• (i) 12,235,000 shares of our Company Common Stock underlying the awards issued under Sauvegarder IM’s 2024 Incentive Award Plan (the “2024 Plan”) and (ii) 2,848,600 shares of Company Common Stock issuable after this offering and reserved for issuance under the 2024 Plan, in each case that will be assumed by Spectral IP as part of the Reorganization, as well as any future increases in the number of shares of Company Common Stock reserved for issuance under the 2024 Plan;

• the exercise by the underwriters of their option to purchase up to 562,500 additional shares of Company Common Stock from us to cover over-allotments, if any;

• 100,804 shares of our Company Common Stock issuable upon exercise of the placement agent warrant issued by the Company to Dominari on March 26, 2025; and

• the exercise of the Representative’s warrants to be issued upon consummation of this offering, which would be a maximum of 150,000 shares underlying such representative’s warrants assuming a total of 3,750,000 shares are issued in this offering (or a maximum of 172,500 shares if the underwriters exercise the over-allotment option in full), at an exercise price equal to 120% of the initial offering price of the Company Common Stock.

Unless we specifically state otherwise or the context otherwise requires, this prospectus reflects and assumes the following:

• the adoption, filing and effectiveness of our certificate of formation and the adoption of our bylaws, which were effective on April 4, 2025;

• the completion of the Reorganization; and

• no exercise by the underwriters of their option to purchase up to 562,500 additional shares of Company Common Stock in this offering.

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Risk factors summary

Our business is subject to a number of risks of which you should be aware before making a decision to invest in our Company Common Stock. These risks are more fully described in the section of this prospectus titled “Risk factors” which begins on page 17 of this prospectus. These risks include, among others, the following:

• We are an early-stage IP investment company and have incurred significant losses since our inception, and we expect to incur losses for the foreseeable future. We have no revenue to date and may never achieve or maintain profitability, which makes it difficult to evaluate our prospects and likelihood of success.

• Our limited history makes it difficult to evaluate our business and prospects and may increase the risks associated with your investment.

• We rely on a few key employees whose absence or loss could adversely affect our business.

• Our success depends on our ability to source suitable IP assets to finance, to source underutilized IP for monetization campaigns and to develop the market for, and source transactions for IP royalty acquisitions outside pharmaceuticals and music, and our failure to do so could have a material adverse effect on our business, financial position, results of operations and/or liquidity.

• The estimates of market opportunity and forecasts of market growth included in this prospectus may prove to be smaller than we believe, and even if the markets in which we compete achieve the forecasted growth, our business may not grow at similar rates, or at all.

• We may become exposed to costly and damaging lawsuits as a result of our IP monetization businesses.

• Our reliance on a limited number of assets and operations may adversely affect our business, financial condition and results of operation.

• Our business may be subject to interest rate, foreign exchange and inflation and banking industry risk.

• We rely on third parties to assist us in identifying, analyzing, and executing our intellectual property-based transactions. If these third parties do not successfully carry out their contractual duties, perform in the manner we expect or meet expected deadlines, our ability to execute on any (or all) of our business strategies may be adversely affected.

• Intellectual property is subject to evolving legislation, regulations, and rules associated with patent law.

• Litigation outcomes are risky and difficult to predict, and a loss in a litigation matter may result in the total loss of our capital associated with that matter.

• Our revenues, earnings and cash flows can vary materially between periods as both the timing of resolution and the outcome of litigation matters are difficult to predict.

• The successful enforcement of IP we may invest in relies in part upon our ability to retain the best legal counsel in order to achieve favorable outcomes from litigation, and they may become conflicted out of representing us or the plaintiff.

• We expect IP litigation-related legal expenses to continue to fluctuate from period to period.

• Once our Company Common Stock is listed on Nasdaq, there can be no assurance that we will be able to comply with Nasdaq’s continued listing standards.

• Our stock price may be volatile or may decline regardless of our operating performance, resulting in substantial losses for investors.

• Our principal stockholders and management own a significant percentage of our stock and will be able to exert significant control over matters subject to stockholder approval.

• We do not currently intend to pay dividends on our common stock, so any returns will be limited to the value of our Company Common Stock.

Before you invest in our Company Common Stock, you should carefully consider all of the information in this prospectus, including matters set forth in the section titled “Risk factors.”

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Summary financial data

The following tables contain summary historical financial data for Sauvegarder IM, the Company’s accounting predecessor. Sauvegarder IM was formed on March 25, 2024. Such data as of December 31, 2024 and for the period from March 25, 2024 (inception), through December 31, 2024, has been derived from the audited financial statements of Sauvegarder IM and such data as of March 31, 2025 and for the three month period ended March 31, 2025, has been derived from the unaudited financial statements of Sauvegarder IM, each included elsewhere in this prospectus. The following summary also reflects the unaudited pro forma combined financial data reflects the combined financial statements of the Company following the Reorganization. We derived the summary unaudited pro forma combined statement of operations data for the period from March 25, 2024 (inception) through December 31, 2024 and for the three-month period ended March 31, 2025, as set forth below, from our unaudited pro forma combined financial information included in the “Unaudited Pro Forma Financial Statements” section of this information statement.

The summary unaudited pro forma financial data presented has been prepared to reflect the transactions described in the Unaudited Pro Forma Financial Statements and has been derived from our audited pro forma financial statements included elsewhere in this prospectus. The unaudited pro forma statement of operations data for the period from March 25, 2024 (inception) to December 31, 2024, gives effect to the Reorganization as if it had occurred on March 25, 2024. The unaudited pro forma balance sheet data reflects our financial condition as if the Reorganization had occurred on December 31, 2024 and March 31, 2025, respectively. The assumptions used and pro forma adjustments derived from such assumptions are based on currently available information.

The summary unaudited pro forma financial statements are not necessarily indicative of our results of operations or financial condition had the Reorganization been completed on the dates assumed. Also, they may not reflect the results of operations or financial condition that would have resulted had we been operating as a separate, publicly traded company during such periods. In addition, they are not necessarily indicative of our future results of operations, financial condition or cash flows.

The information below is only a summary and should be read in conjunction with Sauvegarder IM’s audited financial statements, and the notes and schedules related thereto, which are included elsewhere in this prospectus and the section titled “Management’s Discussion and Analysis of Financial Conditions and Results of Operations.” Sauvegarder IM’s historical results are not necessarily indicative of future results. The unaudited pro forma financial information constitutes forward-looking information and is subject to certain risks and uncertainties that could cause actual results to differ materially from those anticipated. See “Cautionary Note Regarding Forward-Looking Statements” included elsewhere in this information statement.

	Pro Forma						Historical
	Period ended March 25, 2024 (inception) to December 31, 2024			Three Months ended March 31, 2025			Period ended March 25, 2024 (inception) to December 31, 2024			Three Months ended March 31, 2025
	(unaudited)			(unaudited)			(audited)			(unaudited)
Statements of operations and comprehensive loss data:
Operating expenses:
General and administrative	$	9,456,105		$	4,487,364		$	1,488,136		$	4,409,491
Transaction costs		117,318			12,683			—			—
Total operating expenses		9,573,422			4,500,047			1,488,136			4,409,491
Loss from operations		(9,573,422	)		(4,500,047	)		(1,448,136	)		(4,409,491	)
Net loss	$	(11,335,803	)	$	(4,490,491	)	$	(2,859,238	)	$	(4,399,935	)
Net loss per share attributable to common stockholders, basic and diluted	$	(0.42	)	$	(0.17	)	$	(0.22	)	$	(0.26	)

Pro forma weighted-average shares of common stock outstanding, basic and diluted (unaudited)		26,998,953			26,998,953			13,037,367			16,840,005

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	December 31, 2024			March 31, 2025			March 31, 2025
	Actual						Pro forma(1)		Pro forma as adjusted(2)(3)
	(audited)			(unaudited)			(unaudited)
Balance sheet data:
Cash	$	2,143,997		$	6,446,448		$	6,803,101	$	19,491,455
Total assets	$	2,353,997		$	7,133,568		$	7,558,221	$	19,491,455
Mezzanine Equity
Series A convertible preferred stock, $0.001 par value, 40,000,000 authorized; 25,007,141 issued and outstanding as of December 31, 2024 (liquidation preference of $25,007) and March 31, 2025 (liquidation preference of $25,007)		4,651,750			4,651,750			3,888,834		3,888,834
Stockholders’ deficit
Preferred stock, $0.001 par value, 50,000,000 authorized, 40,000,000 designated as Series A Convertible Preferred Stock as of December 31, 2024 and March 31, 2025		—			—			—		—
Common stock, $0.001 par value, 100,000,000 authorized, 16,700,000 and 19,220,000 shares issued and outstanding as of December 31, 2024 and March 31, 2025, respectively		16,700			19,220			2,325		2,700
Additional paid-in capital		7,619			6,732,888			7,843,650		20,185,338
Accumulated deficit		(3,391,932	)		(7,791,867	)		(7,814,546)		(7,814,546	)
Total stockholders’ (deficit) equity		(3,367,613	)		(1,039,759	)		31,430		12,373,493
Total liabilities, mezzanine equity and stockholders’ (deficit) equity	$	2,353,997		$	7,133,568		$	7,558,221	$	19,491,455

____________

(1) The pro forma balance sheet data gives effect to the Reorganization, which will be effective immediately prior to the completion of this offering.

(2) The pro forma as adjusted column in the balance sheet data table above gives effect to (i) the pro forma adjustments described in footnote (1) above and (ii) the sale and issuance of 3,750,000 shares of Company Common Stock by us in this offering at the assumed initial public offering price of $4.00 per share, the low end of the expected range set forth on the cover page of this prospectus, after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us.

(3) Each $1.00 increase or decrease in the assumed initial public offering price of $4.00 per share, the low end of the expected range set forth on the cover page of this prospectus, would increase or decrease, as applicable, the pro forma as adjusted amount of each of our cash and cash equivalents, working capital, total assets, additional paid-in capital and total stockholders’ equity by $3.5 million, assuming that the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same, after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us. Similarly, each increase or decrease of 1.0 million shares in the number of shares of Company Common Stock offered would increase or decrease, as applicable, each of our cash and cash equivalents, working capital, total assets, additional paid-in capital and total stockholders’ equity by $3.7 million, assuming the initial public offering price remains the same, after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us. The pro forma as adjusted balance sheet data discussed above is illustrative only and will depend on the actual initial public offering price and other terms of this offering determined at pricing.

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Risk factors

Investing in shares of our common stock involves a high degree of risk. You should carefully consider the following risks and uncertainties, together with all of the other information contained in this prospectus, including the section titled “Management’s discussion and analysis of financial condition and results of operations” and our audited financial statements and unaudited interim condensed financial statements and related notes included elsewhere in this prospectus, before making an investment decision. The risks described below are not the only ones facing us. The occurrence of any of the following risks, or of additional risks and uncertainties not presently known to us or that we currently believe to be immaterial, could materially and adversely affect our business, financial condition, reputation or results of operations. In such case, the trading price of shares of our common stock could decline, and you may lose all or part of your investment.

Risks related to our limited operating history, financial condition and need for additional capital

We are an early-stage IP investment company and have incurred significant losses since our inception, and we expect to incur losses for the foreseeable future. We have no revenue to date and may never achieve or maintain profitability, which makes it difficult to evaluate our prospects and likelihood of success.

We are an early-stage IP investment company with a limited operating history. Investment in IP, including IP licensing, IP litigation investing, IP credit and IP royalties are highly speculative undertakings and involve a substantial degree of risk. We have incurred losses since our inception in March 2024, have not generated any revenue, have financed our operations principally through private placements of equity securities and expect to incur losses for the foreseeable future, potentially significant. We expect that it may be several years, if ever, before we generate revenue from our operations. Our net loss was $2,859,238 for the period from March 25, 2024 (inception) to December 31, 2024. As of December 31, 2024, we had an accumulated deficit of $3,391,932. Our net loss was $4,399,935 for the three months ended March 31, 2025. As of March 31, 2025, we had an accumulated deficit of $7,791,867. Our losses have resulted principally from expenses incurred in connection with our sourcing activities and general and administrative expenses associated with our operations and start-up costs.

We have devoted a significant portion of our financial resources and efforts to identifying and analyzing potential opportunities, conducting research and development, organizing and staffing our Company, business planning, establishing, maintaining and protecting our intellectual property portfolio, raising capital and providing general and administrative support for these operations. We are in the early stages of our IP licensing and IP litigation investing businesses and have not yet substantially commenced our IP financing and IP royalty acquisition businesses. In addition, we have not yet successfully completed any IP licensing transactions or monetized any IP under our IP litigation investment business.

We expect our expenses and operating losses will continue to increase for the foreseeable future as we expand our various business lines and operate as a public company. We anticipate that our expenses will continue to increase substantially as we:

• continue development of our IP-focused verticals: IP licensing, IP litigation investment, IP finance, IP royalty acquisitions and IP tactical opportunities;

• expand our operational, financial and management systems and increase personnel, including personnel to support our operations;

• continue to develop, perfect, maintain and protect our intellectual property portfolio and those of our affiliated entities; and

• incur additional legal, accounting or other expenses in operating our business, including the additional costs associated with operating as a public company.

To become and remain profitable, we must succeed in sourcing potential transactions for each of our business lines, including successfully licensing IP owned/acquired by subsidiaries and affiliates as well as third-party IP, successfully prevailing in enforcement actions on behalf of ourselves and affiliates and third parties, successfully deploying credit to IP-rich companies and monitoring them through exit, successfully acquiring royalties and in identifying, executing and deploying capital in other IP-related opportunities which do not fit squarely in another strategy. This will require us to be successful in a range of challenging activities, including identifying and analyzing potential IP, negotiating

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licensing and acquisition agreements for additional IP, negotiating and monitoring credit and royalty investments, and protecting and monetizing our owned IP, among other things. We may never succeed in any or all of these activities and, even if we do, we may never generate revenue that is sufficient to achieve profitability. Even if we do achieve profitability, we may not be able to sustain profitability or meet outside expectations for our profitability. If we are unable to achieve or sustain profitability or to meet outside expectations for our profitability, the price of our Company Common Stock could be materially adversely affected.

IP assets are often widely misunderstood and mispriced. Because of the numerous risks and uncertainties associated with IP as an asset class, we are unable to accurately predict the timing or amount of increased expenses or when, or if, we will be able to achieve profitability. If we are unable to settle or win lawsuits enforcing our IP rights in a manner that provides revenue to our operations, raise enough capital or obtain other financing for IP litigation investments, IP financing or IP royalties, or execute licensing transactions on behalf of ourselves or third-parties, we may never achieve profitability.

Our limited history makes it difficult to evaluate our business and prospects and may increase the risks associated with your investment.

We are an early-stage IP investment company with a limited operating history upon which you can evaluate our business and prospects. This limited operating history subjects us to a number of risks and uncertainties, including our ability to plan for and predict future growth. Since our inception in March 2024, we have devoted substantially all of our resources and efforts to building our organization, refining our primary IP-focused strategies, and identifying and analyzing potential IP-related transactions, including licensing for our own account and that of third-parties and litigation finance, raising capital and providing general and administrative support for these operations. Additionally, we expect our financial condition and operating results to continue to fluctuate significantly from period to period due to a variety of factors, many of which are beyond our control. Consequently, any predictions you may make about our future success or viability may not be as accurate as they could be if we had a longer operating history.

We may encounter risks and difficulties experienced by growing companies in developing and changing industries, including challenges related to achieving market acceptance, competing against companies with greater financial, organizational and technical resources, competing against entrenched incumbent competitors that have long-standing reputations in the strategies in which we operate, recruiting and retaining qualified employees, and making use of our limited resources. We cannot ensure that we will be successful in addressing these and other challenges that we may face in the future, and our business may be adversely affected if we do not manage these risks appropriately.

In addition, we may encounter unforeseen expenses, difficulties, complications, delays and other known and unknown factors and risks frequently experienced by litigation in the intellectual property field. If we do not adequately address these risks and difficulties or successfully make such a transition, it could have a material adverse effect on our business. Even if this offering is successful, we will require additional funding in order to finance our business. If we are unable to raise capital when needed, or on acceptable terms, we could be forced to delay, reduce or eliminate certain IP-related strategies.

Our operations have consumed cash since inception, and our expenses will continue to increase in connection with our ongoing activities, particularly as we monetize IP through licensing and enforcement strategies (including litigation investment). Additionally, we will need to continue to finance all IP-related strategies, each of which consume substantial resources, with IP finance, IP royalty acquisitions and IP litigation investment being constant consumers of capital. To date, we have funded our operations principally through private financings. We expect our expenses to increase in connection with our ongoing activities, particularly as we continue to grow each of our business lines.

Furthermore, upon the completion of this offering, we expect to incur additional costs associated with operating as a public company. Accordingly, we will need to obtain substantial additional funding in connection with our continuing operations. If we are unable to raise capital when needed or on attractive terms, we could be forced to delay, reduce or eliminate one or all of our business lines, or grow them in a manner that causes a substantial decrease in the value of our Company Common Stock.

As of March 31, 2025, we had a cash balance of $6,446,448. Without giving effect to the anticipated net proceeds from this offering, based on our current operating plan we expect that our existing cash and cash equivalents will be sufficient to fund our planned operating expenses and capital expenditures beyond one year from the issuance date of our financial statements.

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We have based this estimate on assumptions that may prove to be wrong, and we could utilize our available capital resources sooner than we expect. Our operating plans and other demands on our cash resources may change as a result of many factors currently unknown to us, and we may need to seek additional funds sooner than planned, through public or private equity or debt financings or other capital sources, including potential joint-ventures, partnerships, licenses and other similar arrangements. We may also raise additional financing on an opportunistic basis in the future. We expect to continue to expend significant resources for the foreseeable future. In addition, we may seek additional capital due to favorable market conditions or strategic considerations even if we believe we have sufficient funds for our current or future operating plans. Attempting to secure additional financing may divert our management from our day-to-day activities, which may adversely affect our ability to develop our product candidates. Our future capital requirements will depend on many factors, including but not limited to:

• our ability to successfully identify, analyze, negotiate and close IP-related transactions;

• the costs associated with acquiring, enforcing or licensing additional IP owned by us, or by third parties that we have a contractual relationship with;

• the timing and funding requirements for our IP financing, IP royalty acquisitions and IP tactical opportunity businesses;

• the timing and revenue, if any, received from our IP-related businesses;

• expenses to attract, hire and retain skilled personnel;

• the costs of operating as a public company;

• the effect of competition;

• the extent to which we acquire or invest in IP assets, businesses, products and technologies; and

• changes in interest rates.

Our ability to raise additional funds will depend on financial, economic, political and market conditions and other factors, over which we may have no or limited control. Our ability to raise additional funds may be adversely impacted by potential worsening global economic conditions and the recent disruptions to, and volatility in, the credit and financial markets in the United States and worldwide. Additional funds may not be available when we need them, on terms that are acceptable to us, or at all. If we fail to obtain necessary capital when needed on acceptable terms, or at all, it could force us to delay, limit, reduce or terminate one or all of our IP-related strategies or other operations. Because of the numerous risks and uncertainties associated with IP investments, we are unable to predict the timing or amount of our working capital requirements or when or if we will be able to achieve or maintain profitability.

Accordingly, we may need to continue to rely on additional financing to achieve our business objectives and adequate additional financing may not be available to us on acceptable terms, or at all.

Raising additional capital may cause dilution to our stockholders, including purchasers of our securities in this offering, restrict our operations or require us to relinquish certain rights.

Until such time, if ever, as we can generate substantial revenue, we expect to finance our operations with our existing cash and cash equivalents, the net proceeds from this offering, any future equity or debt financings and contractual payments, if any, received. We do not have any committed external source of funds. If we raise additional capital through the sale of equity, equity-like or convertible debt securities, your ownership interest will be diluted, and the terms of these securities may include liquidation or other preferences that adversely affect your rights as a holder of our Company Common Stock. In addition, the possibility of such issuance may cause the trading price of our Company Common Stock to decline. Debt financing and preferred equity financing, if available, may result in increased fixed payment obligations and involve agreements that include covenants limiting or restricting our ability to take specific actions, such as incurring additional debt, making capital expenditures, declaring dividends or acquiring, selling or licensing intellectual property rights or assets, which could adversely impact our ability to conduct our business.

If we raise additional funds through joint ventures, partnerships or other similar relationships with third parties, we may have to relinquish valuable rights to our intellectual property, technologies, future revenue streams or agree to terms that may not be favorable to us and/or that may reduce the value of our common stock. In addition, we may be

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required to give up control as it relates to certain strategic and tactical decisions that would otherwise enhance the value of our common stock. We could also be required to seek funds through joint ventures, partnerships or other similar arrangements at an earlier stage than otherwise would be desirable. Any of these occurrences may have a material adverse effect on our business, operating results and prospects.

Risks related to our business

General

We rely on a few key employees whose absence or loss could adversely affect our business.

Many key responsibilities within our business have been assigned to a small number of employees. The loss of their services could adversely affect our business. In particular, the loss of the services of one or more members of our executive team, including our chief executive officer and chief financial officer, could disrupt our operations. We do not maintain “key person” life insurance policies on any of our employees. As a result, we are not insured against any losses resulting from the death of our key employees.

Our success depends on our ability to source suitable IP assets to finance, to source underutilized IP for monetization campaigns and to develop the market for, and source transactions for IP royalty acquisitions, outside pharmaceuticals and music, and our failure to do so could have a material adverse effect on our business, financial position, results of operations and/or liquidity.

Our success depends on our ability to source IP assets to finance, whether litigation or for traditional investment, source undervalued and underutilized IP for monetization campaigns, to acquire or monetize on behalf of third-parties, and source transactions for IP royalty acquisitions, that will be successful and generate revenue, which in turn depends upon the conclusion by management and realization of suitable opportunities. Our management team, along with their networks, are largely responsible for sourcing these opportunities for us to finance and/or monetize. There can be no assurance that we will be successful in sourcing suitable assets in a timely manner or at all or in sourcing a sufficient number of suitable assets that meet our diversification, underwriting, allocation and other requirements. Our ability to select such assets depends on the availability of desirable opportunities, which is subject to market conditions, demand, pricing, competition and other factors outside our control, including changes in regulations in various jurisdictions in which we operate and limitations on our ability to perform adequate due diligence, among other things. A failure by us to identify and select suitable assets to transact with could have a material adverse effect on our business, financial position, results of operations and/or liquidity.

The estimates of market opportunity and forecasts of market growth included in this prospectus may prove to be smaller than we believe, and even if the markets in which we compete achieve the forecasted growth, our business may not grow at similar rates, or at all.

We intend to initially focus on monetization opportunities, including licensing IP owned/acquired by subsidiaries and affiliates as well as third-party IP, and financing litigation with respect to acquired IP and third-party IP, and expanding into IP financing, royalty acquisitions and tactical opportunities as our balance sheet, cash flows and results from operations allow.

Our projections of addressable market are based on our estimates of third-party researchers. Market opportunity estimates and growth forecasts included in this prospectus are subject to significant uncertainty and are based on assumptions and estimates. These estimates, which have been derived from a variety of sources, including third-party market research, and may prove to be incorrect. Our market opportunity may also be limited by future competitors in this space. If any of our estimates prove to be inaccurate, the market opportunity that we or our strategic partners believe is available could be significantly diminished and have an adverse material impact on our business.

We may become exposed to costly and damaging lawsuits as a result of our IP monetization businesses.

We are exposed to potential lawsuits that are inherent in the ownership, financing and licensing of IP related assets. While we currently have no claims filed against us, our businesses rely heavily on various enforcement techniques — whether seeking to monetize IP owned by subsidiaries and affiliates of ours or third-party IP, defaults

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as they may relate to financings, and non-payment — all of which may expose us to liability claims. Any claims against us, regardless of their merit, could be difficult and costly to defend and could materially adversely affect our overall profitability.

Even successful defense against such claims could require significant financial and management resources. Regardless of the merits or eventual outcome, such claims may result in: decreased demand for our services; injury to our reputation; costs to defend the related litigation; a diversion of management’s time and our resources; substantial monetary awards; loss of revenue; exhaustion of any available insurance and our capital resources; the inability to monetize such intellectual property; and a decline in our share price.

Additionally, we may be party to costly and timely lawsuits in order to maintain and enforce our rights and related claims. Lawsuits are often costly and time-intensive, and we may not ultimately be successful in protecting our rights.

Our reliance on a limited number of assets and operations may adversely affect our business, financial condition and results of operation.

As we are early in our development as a company, our monetizable asset portfolio comprising IP owned by subsidiaries and affiliates of ours or IP owned by third-party IP, is not, and may never be, diversified by geographic region, technology, or other criteria. Our limited amount of assets and operations may adversely affect our business, financial condition and results of operations. Any significant deterioration in the expected or actual cash flows from our asset portfolio could adversely affect our business, financial condition or results of operations.

Our information technology systems, or those used by our third-party contract research organizations or other contractors or consultants, may fail or suffer security breaches.

We are increasingly dependent upon information technology systems, infrastructure and data to operate our business. In the ordinary course of business, we collect, store and transmit confidential information (including but not limited to intellectual property, proprietary business information and personal information). It is critical that we do so in a secure manner to maintain the confidentiality and integrity of such confidential information. We also have outsourced elements of our operations to third parties, and as a result we rely on the information technology systems of and manage a number of third-party contractors who have access to our confidential information.

Despite the implementation of security measures, our information technology systems and those of our service providers, contractors and consultants are vulnerable to attack and damage or interruption from a variety of threats, including computer viruses and malware (e.g., ransomware), malicious code, natural disasters, terrorism, war, telecommunications and electrical failures, hacking, cyberattacks, phishing attacks and other social engineering schemes, employee theft or misuse, human error, fraud, denial or degradation of service attacks, sophisticated national-state and nation-state-supported actors or unauthorized access or use by persons inside our organization, or persons with access to systems inside our organization.

We and certain of our service providers may be from time to time subject to cyberattacks and security incidents. Although to our knowledge we have not experienced any such material system failure, accident or security breach to date, if such an event were to occur and negatively affect our operations, it could result in a material disruption of our development programs and our business operations. Further, we cannot assure that our data protection efforts and our investment in information technology will prevent significant breakdowns, data leakages, breaches in our systems or other cyber incidents that could have a material adverse effect upon our reputation, business, operations or financial condition. The risk of a security breach or disruption, particularly through cyberattacks or cyber intrusion, including by computer hackers, foreign governments and cyber terrorists, has generally increased as the number, intensity, and sophistication of attempted attacks and intrusions from around the world have increased. Furthermore, because the techniques used to obtain unauthorized access to, or to sabotage, systems change frequently and often are not recognized until launched against a target, we may be unable to anticipate these techniques or implement adequate preventative measures. We may also experience security breaches that may remain undetected for an extended period. Even if identified, we may be unable to adequately investigate or remediate incidents or breaches due to attackers increasingly using tools and techniques that are designed to circumvent controls, to avoid detection, and to remove or obfuscate forensic evidence. To the extent that any disruption or security incident were to result in an actual or perceived loss of, or damage to, our data or applications, or inappropriate disclosure of confidential or proprietary information, we could incur liability and the further development and commercialization of our product candidates could be delayed.

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We and the third parties upon which we rely may be subject to a variety of evolving threats, including but not limited to social-engineering attacks (including through deep fakes, which may be increasingly more difficult to identify as fake, and phishing attacks), malicious code (such as viruses and worms), malware (including as a result of advanced persistent threat intrusions), denial-of-service attacks (such as credential stuffing), credential harvesting, personnel misconduct or error, ransomware attacks, supply-chain attacks, software bugs, server malfunctions, software or hardware failures, loss of data or other information technology assets, adware, telecommunications failures, earthquakes, fires, floods, and other similar threats.

Furthermore, significant disruptions of our internal information technology systems or those of our third-party service providers, or security breaches could result in the loss, corruption, misappropriation, and/or unauthorized access, use, or disclosure of, or the prevention of access to, confidential information (including trade secrets or other intellectual property, proprietary business information, and personal information), which could result in financial, legal, business, and reputational harm to us. Further, our insurance coverage may not be sufficient to cover the financial, legal, business or reputational losses that may result from an interruption or breach of our systems.

We rely on third-party service providers and technologies to operate critical business systems to process sensitive information in a variety of contexts, including, without limitation, cloud-based infrastructure, data center facilities, encryption and authentication technology, employee email, and other functions. Our ability to monitor these third parties’ information security practices is limited, and these third parties may not have adequate information security measures in place. If our third-party service providers experience a security incident or other interruption, we could experience adverse consequences. While we may be entitled to damages if our third-party service providers fail to satisfy their privacy or security-related obligations to us, any award may be insufficient to cover our damages, or we may be unable to recover such award.

Our contracts may not contain limitations of liability, and even where they do, there can be no assurance that limitations of liability in our contracts are sufficient to protect us from liabilities, damages, or claims related to our data privacy and security obligations. We cannot be sure that our insurance coverage will be adequate or sufficient to protect us from or to mitigate liabilities arising out of our privacy and security practices, that such coverage will continue to be available on commercially reasonable terms or at all, or that such coverage will pay future claims.

Our business may be subject to interest rate, foreign exchange and inflation and banking industry risk.

To the extent we borrow money under a credit facility in the future or hold our investments in money market accounts and marketable securities with variable interest rates, or obtain licenses or judgments in foreign currencies, we may be subject to interest rate fluctuation exposure through any such borrowings, investments and proceeds. In addition, the discontinuation, modification or other reform of any reference rate, such as the Secured Overnight Financing Rate (“SOFR”), could create uncertainty or increase our interest expense. To the extent that interest rates generally increase, our borrowing costs may increase and our leverage strategy will become more costly, leading to diminished net profits.

Certain licensed products (products that require a license to one or more patents in order to be made, used, sold, or offered for sale) may pay royalties in currencies other than U.S. dollars, which creates foreign currency risk primarily with respect to the Euro, Canadian dollar, British pound, Swiss franc and Japanese yen, among others, as our functional and reporting currency is the U.S. dollar. In addition, our results of monetization related to the underlying licensed patents may be subject to foreign currency exchange risk through transactional exposure resulting from movements in exchange rates between the time we recognize any royalty income or royalty revenue and the time at which a transaction settles, or we receive any royalty payment.

We rely on third parties to assist us in identifying, analyzing, and executing our intellectual property-based transactions. If these third parties do not successfully carry out their contractual duties, perform in the manner we expect or meet expected deadlines, our ability to execute on any (or all) of our business strategies may be adversely affected.

We may rely upon third parties to assist in identifying, analyzing, and executing our intellectual property-based transactions. Specifically, we rely on, and will continue to rely on, companies, bankers, brokers, counsel, consultants, accountants and experts, among others. These third parties play a significant and important role in our operations. Though we expect to carefully manage our relationships with these third parties, there can be no assurance that we

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will not encounter challenges or delays in the future, or that these delays or challenges will not have a material adverse impact on our business, financial condition and prospects. Further, while we have and will have agreements governing the activities of our third-party contractors, we have limited influence over their actual performance.

There is no guarantee that any of our third parties will devote adequate time and resources to our operations or perform as contractually required. If any of these third parties fails to meet expected deadlines or otherwise perform in a substandard manner, our ability to successfully execute and deliver the expected returns for us, and our stockholders, may be delayed, diminished or lost completely.

In addition, our third parties may have the right to terminate their agreements with us under certain circumstances. If any of our relationships with these third parties terminate, we may not be able to enter into arrangements with alternative third parties on commercially reasonable terms or at all. Switching or adding additional third parties involves additional cost and requires our management’s time and focus, and such new third parties may not be equally competent as the party replaced. As a result, delays occur, which can materially impact our ability to meet our desired timelines and transactional initiatives. Though we work to carefully manage our relationships with our third parties, there can be no assurance that we will not encounter challenges or delays in the future or that these delays or challenges will not have a material adverse impact on our business, financial condition and prospects.

Data security and integrity are critically important to our business, and cybersecurity incidents-including cyberattacks, breaches of security, unauthorized access to or disclosure of confidential information, business disruption, or the perception that confidential information is not secure-could result in a material loss of business, regulatory enforcement, substantial legal liability and/or significant harm to our reputation, which could have a material adverse effect on our business, financial condition and results of operations.

Improper access to, misappropriation, destruction or disclosure of confidential, personal or proprietary data could result in significant harm to our reputation or the reputation of any of our businesses.

The security and protection of our and our partners’ data is one of our top priorities. We have devoted significant resources to maintain and regularly upgrade the wide array of physical, technical and contractual safeguards that we and they employ to provide security around the collection, storage, use, access and delivery of information we and they possess. We have implemented various measures to manage the risks related to system and network security and disruptions, but an actual or perceived security breach, a failure to make adequate disclosures to the public or relevant agencies following any such event or a significant and extended disruption in the functioning of information technology systems could damage our reputation and cause us to lose opportunities or clients, adversely impact our operations, sales or results of operations and require us to incur significant expense to address and remediate or otherwise resolve such issues.

Although we have not incurred material losses or liabilities to date as a result of any breaches, unauthorized disclosure, loss or corruption of our data, such events could result in proprietary, confidential or otherwise protected information being lost or stolen, including client, employee or business data, disrupt our operations, subject us to substantial regulatory and legal proceedings and potential liability and fines, result in a material loss of business and/or significantly harm our reputation. If we are unable to efficiently manage the vulnerability of our systems and effectively maintain and upgrade system safeguards, we may incur unexpected costs and certain of our systems may become more vulnerable to unauthorized access.

Due to concerns regarding data privacy and security, a growing number of legislative and regulatory bodies have adopted breach notification and other requirements in the event that information subject to such laws is accessed by unauthorized persons and additional regulations regarding the use, access, accuracy and security of such data are possible. Complying with such numerous and complex regulations can be expensive and difficult, and failure to comply with these regulations could subject us to regulatory scrutiny and liability. In many jurisdictions, including North America and the European Union, we may in the future be subject to laws and regulations relating to the collection, use, retention, security and transfer of this information including the European Union and United Kingdom General Data Protection Regulation regimes. California also enacted legislation, the California Consumer Privacy Act of 2018 (“CCPA”) and the related California Privacy Rights Act (“CPRA”) that afford California residents expanded privacy protections and a private right of action for security breaches affecting their personal information. Since then, many other U.S. states have passed comprehensive data privacy laws and this number will likely continue to grow. These and other similar laws and regulations are frequently changing and are becoming increasingly complex and sometimes conflict among the various jurisdictions and countries in which certain of our operating companies provide services

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both in terms of substance and in terms of enforceability. This makes compliance challenging and expensive. If we are unable to protect our computer systems, software, networks, data and other technology assets it could have a material adverse effect on our or their business, financial condition and results of operations, and ultimately the value of our business.

We are restricted on disclosing privileged information.

In order to make our investment decisions and conduct our ongoing asset monitoring, we may receive privileged information from our partners and clients. Such privileged information can lose its protection and become accessible to a litigation opponent if it is disclosed (a concept called “waiver” in the United States), which could have detrimental consequences for the litigant. We are entitled to receive such privileged information but are under a strict obligation to protect it to minimize the risk of waiver. Among other things, this obligation requires us to tightly restrict access to the privileged information itself and conclusions drawn from it. As a result, we do not release asset valuations of ongoing matters underlying our assets, including partially concluded matters, and we are similarly unable to provide other asset-specific information about our portfolio unless such information becomes publicly available through other means.

Intellectual Property

Intellectual property is subject to evolving legislation, regulations, and rules associated with patent law.

Investments and acquisitions related to IP and the enforcement and monetization activities related thereto are costly, time-consuming and inherently uncertain. Patent rights may be affected by developments or uncertainty in U.S. or foreign statutes, case law, U.S. Patent and Trademark Office (“USPTO”) rules and regulations and the rules and regulations of foreign patent offices.

Potential changes to certain U.S. and international laws, rules and regulations may occur in the future, some or all of which may affect our investments, and may require us to reevaluate and modify our asset identification and investment activities. For example, the European Commission (“EC”) has initiated a review of the EU’s IP policies as they relate to standard essential patent (“SEPs”) and fair, reasonable and non-discriminatory licensing terms (“FRAND”). This review is currently being discussed and debated inside the European Parliament and the European Council and any change to the legal or regulatory landscape as a result of this review could impact our ability to negotiate license agreements on favorable terms or at all, while also limiting the potential legal remedies and materially impacting our business. Further, legislation designed to reduce the value of SEPs and alter the U.S. patent system, including legislation designed to reduce the jurisdiction and remedial authority of the United States International Trade Commission (the “USITC”), has periodically been introduced in Congress.

Any potential changes in the law, IP rights policies of standards bodies or other developments that reduce the available forums or the types of relief available in such forums (such as injunctive relief), restrict permissible licensing practices (such as our ability to license on a worldwide portfolio basis) or that otherwise cause us to seek alternative forums (such as arbitration or state court), would make it more difficult for us to grow our licensing and enforcement financing businesses.

Rulings in IP legal proceedings that we engage in, as well as those of third parties, may affect our strategies for enforcement, licensing and royalty rate setting and enforcement. For example, in the past, the USITC and U.S. courts, including the U.S. Supreme Court, have taken actions that have been viewed as unfavorable to patentees. Decisions that occur in the U.S. or in international forums may change the law applicable to various patent law issues, such as, for example, patentability, validity, claim construction, patent exhaustion, patent misuse, permissible licensing practices, available forums, and remedies such as damages and injunctive relief, in ways that are detrimental to the ability of patentees to enforce patents and obtain suitable relief.

In addition, U.S. Supreme Court rulings have narrowed the scope of patent protection available in certain circumstances and weakened the rights of patent owners in certain situations. In addition to increasing uncertainty with regard to our ability to obtain patents in the future, these rulings have created uncertainty with respect to the value of patents once obtained. Depending on decisions by Congress, the federal courts, the USPTO and the relevant law-making bodies in other countries, the laws and regulations governing patents could change in unpredictable ways that would weaken our

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ability to obtain new patents or to enforce our existing patents and patents that we might obtain in the future. We cannot predict how any patent portfolios that we invest in will be interpreted by the courts and future decisions by Congress, the federal courts or the USPTO may impact the value of such patents.

Similarly, changes in patent laws and regulations in other countries or jurisdictions or changes in the governmental bodies that enforce them or changes in how the relevant governmental authority enforces patent laws or regulations may weaken our ability to enforce patents that we may invest in or that our subsidiaries and affiliates may acquire. For example, the complexity and uncertainty of European patent laws have increased in recent years. In Europe, a new unitary patent system took effect June 1, 2023, which will significantly impact European patents, including those granted before the introduction of such a system. Under the unitary patent system, European applications have the option, upon grant of a patent, of becoming a Unitary Patent which will be subject to the jurisdiction of the Unitary Patent Court (the “UPC”). As the UPC is a new court system, there is little precedent for the court, increasing the uncertainty of any litigation. Patents granted before the implementation of the UPC have the option of opting out of the jurisdiction of the UPC over the first seven years of the court’s existence and remaining as national patents in the UPC countries. Patents that remain under the jurisdiction of the UPC will be potentially vulnerable to a single UPC-based revocation challenge that, if successful, could invalidate the patent in all countries who are signatories to the UPC. We cannot predict with certainty the long-term effects of any potential changes.

Finally, it is difficult to predict the outcome of patent enforcement litigation at the trial level and outcomes can be unfavorable. It can be difficult to understand complex patented technologies, and as a result, this may lead to a higher rate of unfavorable litigation outcomes. Moreover, in the event of a favorable outcome, there is often a higher rate of successful appeals in patent enforcement litigation than more standard business litigation. Such appeals are expensive and time-consuming, resulting in increased costs and a potential for delayed or foregone revenue opportunities in the event of modification or reversal of favorable outcomes. We cannot predict with reliability the decisions made by juries and trial courts.

Obtaining and maintaining patent protection depends on compliance with various procedural, document submission, fee payment and other requirements imposed by governmental patent agencies, and our patent protection could be reduced or eliminated for non-compliance with these requirements.

Periodic maintenance fees on any issued patent are due to be paid to the USPTO and foreign patent agencies in several stages over the lifetime of the patent. The USPTO and various foreign governmental patent agencies require compliance with a number of procedural, documentary, fee payment and other similar provisions during the patent application process. Noncompliance can result in abandonment or lapse of the patent or patent application, resulting in partial or complete loss of patent rights in the relevant jurisdiction. Noncompliance events that could result in abandonment or lapse of a patent or patent application include failure to respond to official actions within prescribed time limits, non-payment of fees and failure to properly legalize and submit formal documents.

The lives of the patents we invest in may not be sufficient to effectively protect our investments.

Patents have a limited lifespan. In the United States, if all maintenance fees are paid timely, the natural expiration of a patent is generally 20 years after its first effective filing date. Although various extensions may be available, the life of a patent, and the protection it affords, is limited. As a result, a patent portfolio may not provide us with sufficient time to fully monetize. In addition, although upon issuance in the United States a patent’s life can be increased based on certain delays caused by the USPTO, this increase can be reduced or eliminated based on certain delays caused by the patent applicant during patent prosecution.

A patent term extension for patents covering pharmaceuticals based on regulatory delay may be available in the United States. However, only a single patent can be extended for each regulatory approval, and any patent can be extended only once, for a single pharmaceutical product. Patent term extension cannot extend the remaining term of a patent beyond a total of 14 years from the date of product approval, or 5 years from the expiration date of the patent to be extended. Moreover, the scope of protection during the period of the patent term extension does not extend to the full scope of the claim, but instead only to the scope of the product as approved. Laws governing analogous patent term extensions in foreign jurisdictions vary widely, as do laws governing the ability to obtain multiple patents from a single patent family. Additionally, if an IP owner does not obtain patent term extension and data exclusivity for any of our current or future pharma-related IP asset investments, our business may be materially harmed. Pharma IP owners may not receive an extension if they fail to exercise due diligence during the testing phase or regulatory review process,

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apply within applicable deadlines, fail to apply prior to expiration of relevant patents or otherwise fail to satisfy applicable requirements. If our investment assets do not have sufficient patent life the relevant products, our business, and results of investment strategies may be adversely affected.

The patent portfolios we invest in may be subject to claims challenging the inventorship or ownership.

The patentees that we partner with may be subject to claims that former employees, collaborators or other third parties have an interest in the patents or other intellectual property as an inventor or co-inventor. The failure to name the proper inventors on a patent application can result in the patents issuing thereon being unenforceable. Inventorship disputes may arise from conflicting views regarding the contributions of different individuals named as inventors, the effects of foreign laws where foreign nationals are involved in the development of the subject matter of the patent or as a result of questions regarding co-ownership of potential joint inventions. Alternatively, or additionally, patentees may enter into agreements to clarify the scope of their rights in such intellectual property. We may engage in the financing of litigation to defend against these and other claims challenging inventorship. If those litigations are not successful, in addition to paying monetary damages, the patent owner may lose valuable intellectual property rights, such as exclusive ownership of, or right to use, valuable intellectual property. Such an outcome could have a material adverse effect on our business.

We or our licensors may have relied on third-party consultants or collaborators or on funds from third parties, such as the U.S. government, such that our subsidiaries and affiliates or our licensors are not the sole and exclusive owners of the patents we are investing in. If other third parties have ownership rights or other rights to the patents that we invest in, they may be able to license such patents to competitors. This could have a material adverse effect on our competitive investment position, business, financial conditions, results of operations and prospects.

IP Litigation Investment

Litigation outcomes are risky and difficult to predict, and a loss in a litigation matter may result in the total loss of our capital associated with that matter.

It is difficult to predict the outcome of litigation, particularly complex commercial litigation of the type in which we focus. We typically advance capital to the IP owner (which, in some cases, may be us or an entity affiliated with us) and/or on behalf of the IP owner (which, in some cases, may be us or an entity affiliated with us), with only the underlying IP as security and are therefore highly dependent on a positive, cash-generative outcome in the underlying litigation matter in order to recover our principal and earn a return. If the IP owner is unsuccessful in the underlying litigation matter, if the damages awarded are less than we expect or if it is not possible to successfully enforce a favorable judgment, we could suffer a variety of adverse consequences, including the total loss of our deployed capital and, in some jurisdictions, liability for the adverse costs of the successful party to the litigation. In addition, to the extent we have provided insurance coverage in respect of adverse cost risk in the matter, a loss resulting from an adverse outcome would be compounded with additional adverse cost loss. Unfavorable outcomes in litigation matters we have financed could, individually or in the aggregate, have a material adverse effect on our business, financial position, results of operations and/or liquidity.

Our revenues, earnings and cash flows can vary materially between periods as both the timing of resolution and the outcome of litigation matters are difficult to predict.

Our revenues, earnings and cash flows can vary materially from period to period due to the nature of our IP litigation investment business, including the fact that litigation matters often take several years to resolve (depending on jurisdiction) and the processes involved are subject to change and uncertainty. We are unable to control the progress of such assets because the timing depends upon parties working through the legal systems in various jurisdictions. As a result, the timelines for our receipt of any potential return on our deployed capital and the related cash inflows can be long and may be difficult to predict. Events or conditions that have not been anticipated may occur and may have a significant effect on the outcome or process of a litigation matter, which may reduce the actual return on deployed capital. Moreover, the substantive or procedural law relevant to the litigation matters may change after we have committed capital. The time, complexity and expense involved in the enforcement of judgments and the release of funds held in escrow pending the resolution of a litigation matter, also affect our cash flows. All of these factors contribute to potentially significant volatility in our financial performance and could impact the future trading price

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of our securities. In addition, we cannot assure you that we will generate cash flows from deployed capital in litigation finance in an amount sufficient to enable us to meet all of our obligations or to fund our working capital, asset and other business needs.

Patent litigation is inherently risky because courts may find our patents invalid, not infringed, or unenforceable, and the USPTO, or other relevant patent office, may either invalidate our patents or materially narrow the scope of their claims during the course of a reexamination, opposition or other such proceeding.

Patent litigation is inherently risky and may result in the invalidation of the patents at issue. It is difficult to predict the outcome of patent enforcement litigation at any level. Although we diligently evaluate any litigation financing opportunity before we engage, we cannot predict with significant reliability the decisions made by juries and trial courts. At the trial level, it is often difficult for juries and trial judges to understand complex, patented technologies, and as a result, there is a higher rate of successful appeals in patent enforcement litigation than more standard business litigation.

In the U.S., the defendant to any case we finance may file as many appeals as allowed by right, including to District Court, the Federal Circuit and the Supreme Court. Such appeals are expensive and time-consuming, and the outcomes of such appeals are sometimes unpredictable, resulting in increased costs and reduced or delayed revenue which could have a material adverse effect on our results of operations and financial condition. These appeals may also result in the invalidation of the patents, which may have an adverse impact on our financial performance.

Additionally, new rules regarding the burden of proof in patent enforcement actions could significantly increase the cost of our enforcement actions and capital requirements, and new standards or limitations on liability for patent infringement could negatively impact our revenue derived from such enforcement actions and the return profile of our IP-related investments. In addition, recent federal court decisions have lowered the threshold for obtaining attorneys’ fees in patent infringement cases and increased the level of deference given to a district court’s fee-shifting determination. These decisions may make it easier for district courts to shift a prevailing party’s attorneys’ fees to a non-prevailing party if the district court believes that the case was weak or conducted in an abusive manner. As a result, defendants in patent infringement actions brought by non-practicing entities may elect not to settle because these decisions make it much easier for defendants to get attorneys’ fees.

In addition, counterparties in patent litigation matters may devote a substantial amount of resources to avoid or limit a finding that they are liable for infringing on our patents or, in the event liability is found, to avoid or limit the amount of associated damages. There is a risk these counterparties may file inter-partes reviews, reexaminations or other proceedings with the USPTO or other government agencies in the United States or abroad in an attempt to invalidate, narrow the scope or render unenforceable the patents. If this were to occur, it may have a significant negative impact on our business.

We continue to monitor and evaluate our strategies for licensing and enforcement investments with regard to these developments; however, any resulting change in such strategies may have an adverse impact on our business and financial condition.

The successful enforcement of IP we may invest in relies in part upon our ability to retain the best legal counsel in order to achieve favorable outcomes from litigation, and they may become conflicted out of representing us or the plaintiff.

The success of our litigation investment business depends in part upon our ability to retain the best legal counsel to coordinate the patent infringement litigation matters. As our IP investment business evolves, we expect it will become more difficult to find the best legal counsel to handle all of our IP matters due in part to potential conflicts of interest. This is because, from time to time, the counterparties to our litigation matters have previously engaged world class law firms that are specialized to the industries of the patents at issue in such matters. These previous engagements may have, or may in the future, result in these firms being conflicted out of representing us or engaging in litigation matters financed by us.

The inability to retain the best legal counsel to represent owners of the IP we invest in may result in unfavorable or adverse outcomes, which may result in losses, exhaustion of financial resources or other adverse effects which could encumber our ability to effectively operate our business or execute our business strategy. We cannot ensure that any of our current or prospective IP litigation matters will result in a favorable outcome for us.

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We expect IP litigation-related legal expenses to continue to fluctuate from period to period.

Our IP litigation-related legal expenses may fluctuate based on the factors summarized herein, in connection with future trial dates, international enforcement, strategic patent portfolio investment, licensing and enforcement activities. The pursuit of enforcement actions in connection with our licensing and enforcement programs can involve certain risks and uncertainties, including the following:

• Increases in IP litigation-related legal expenses associated with infringement litigation, including, but not limited to, increases in costs billed by outside legal counsel for discovery, depositions, economic analyses, damages assessments, expert witnesses and other consultants, re-exam and inter partes review costs, case-related audio/video presentations and other litigation support and administrative costs could increase our operating costs and decrease our profit generating opportunities;

• IP litigation-related actions are complex and, as a result, we may be required to appeal adverse decisions by trial courts in order to successfully enforce our patents. Moreover, such appeals may not be successful;

• New legislation, regulations or rules related to enforcement actions, including any fee or cost shifting provisions, could significantly increase our operating costs and decrease our profit generating opportunities. Increased focus on the growing number of patent-related lawsuits may result in legislative changes which increase our costs and related risks of asserting patent enforcement actions;

• Courts may rule that the IP owners have violated certain statutory, regulatory, federal, local or governing rules or standards by pursuing such enforcement actions, which may expose us to material liabilities, which could harm our operating results and our financial position;

• The complexity of negotiations and potential magnitude of exposure for potential IP infringers associated with higher quality IP portfolios may lead to increased intervals of time between the filing of litigation and potential revenue events (i.e., Markman dates, trial dates), which may lead to increased legal expenses, consistent with the higher revenue potential of such portfolios; and

• Fluctuations in overall IP portfolio-related enforcement activities, which are impacted by the portfolio intake challenges discussed above that could harm our operating results and our financial position.

IP Credit Opportunities

Changes in interest rates may affect our cost of capital and net investment income.

General interest rate fluctuations and changes in credit spreads on floating rate loans may have a substantial negative impact on our investments and investment opportunities and, accordingly, may have a material adverse effect on our rate of return on invested capital, our net investment income, our net asset value and the market price of our Company Common Stock. Our IP Credit and IP financing business will include structured investments (as both debt and preferred equity); however, we are prohibited from also owning common equity or derivative securities.

Such investments are expected to have variable interest rates that reset periodically based on benchmarks such as the Secured Overnight Financing Rate, or SOFR, the federal funds rate or prime rate. Rising interest rates could cause borrowers to shift cash from other productive uses to the payment of interest, which may have a material adverse effect on their business and operations and could, over time, lead to increased defaults. Additionally, as interest rates increase and the corresponding risk of a default by borrowers increases, the liquidity of higher interest rate loans may decrease as fewer investors may be willing to purchase such loans in the secondary market in light of the increased risk of a default by the borrower and the heightened risk of a loss of an investment in such loans. All of these risks may be exacerbated when interest rates rise rapidly and/or significantly. Decreases in credit spreads on debt that pays a floating rate of return would have an impact on the income generation of our floating rate assets. Trading prices for debt that pays a fixed rate of return tend to fall as interest rates rise. Trading prices tend to fluctuate more for fixed rate securities that have longer maturities.

Conversely, if interest rates were to decline, borrowers may refinance their loans at lower interest rates, which could shorten the average life of the loans and reduce the associated returns on the investment, as well as require us to incur management time and expense to re-deploy such proceeds, including on terms that may not be as favorable as the initial loans.

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In addition, we may borrow to fund our investments, a portion of our net investment income may be dependent upon the difference between the interest rate at which we borrow funds and the interest rate at which we invest these funds. Portions of our investment portfolio and our borrowings may have floating rate components. As a result, significant changes in market interest rates and the incurrence of additional fixed rate borrowings may increase our interest expense. In periods of rising interest rates, such as in the current market, our cost of funds would increase, which would reduce net investment income. We may hedge against interest rate fluctuations by using standard hedging instruments such as interest rate swap agreements, futures, options and forward contracts, subject to applicable legal requirements, including all necessary registrations (or exemptions from registration) with the Commodity Futures Trading Commission. In addition, our interest expense may not decrease at the same rate as overall interest rates because of our fixed rate borrowings, which could lead to greater declines in our net investment income. These activities may limit our ability to participate in the benefits of lower interest rates with respect to the hedged borrowings. Adverse developments resulting from changes in interest rates or hedging transactions could have a material adverse effect on our business, financial condition and results of operations.

Most U.S. dollar, London Interbank Offered Rate, or LIBOR, loans are no longer published after June 30, 2023 although certain synthetic rates will be published through December 31, 2024. The U.S. Federal Reserve, in conjunction with the Alternative Reference Rates Committee, a steering committee comprised of large U.S. financial institutions, supports replacing U.S.-dollar LIBOR with SOR. The transition away from LIBOR to alternative reference rates has been complex and the transition of our remaining loan agreements with portfolio companies to a LIBOR replacement could have a material adverse effect on our business, financial condition and results of operations, including as a result of any changes in the pricing of our investments, changes to the documentation for certain of our investments and the pace of such changes, disputes and other actions regarding the interpretation of current and prospective loan documentation or modifications to processes and systems.

We may be exposed to higher risks with respect to our investments that include OID or PIK interest.

Our investments may include original issue discount (“OID”) and contractual payment in kind (“PIK”) interest, which typically represents contractual interest added to a loan balance and due at the end of such loan’s term. To the extent OID or PIK interest constitute a portion of our income, we are exposed to typical risks associated with such income being required to be included in taxable and accounting income prior to receipt of cash, including the following:

• OID and PIK instruments may have higher yields, which reflect the payment deferral and credit risk associated with these instruments;

• OID and PIK accruals may create uncertainty about the source of our distributions to stockholders;

• OID and PIK instruments may have unreliable valuations because their continuing accruals require continuing judgments about the collectability of the deferred payments and the value of the collateral; and

• OID and PIK instruments may represent a higher credit risk than coupon loans.

If we make unsecured debt investments, we may lack adequate protection in the event the debtor become distressed or insolvent and will likely experience a lower recovery than more senior debtholders in the event the debtor defaults on its indebtedness.

We may in the future make unsecured debt investments in companies. Unsecured debt investments are unsecured and junior to other indebtedness. As a consequence, the holder of an unsecured debt investment may lack adequate protection in the event the debtor becomes distressed or insolvent and will likely experience a lower recovery than more senior debtholders in the event the debtor defaults on its indebtedness. In addition, unsecured debt investments of small and mid-sized companies are often highly illiquid and in adverse market conditions may experience steep declines in valuation even if they are fully performing.

Our investments may include “covenant-lite” loans, which may give us fewer rights and subject us to greater risk of loss than loans with financial maintenance covenants.

Although the loans in which we expect to invest will generally have financial maintenance covenants, which are used to proactively address materially adverse changes in a portfolio company’s financial performance, we may invest to a lesser extent in “covenant-lite” loans. We use the term covenant-lite to refer generally to loans that do not

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have financial maintenance covenants. Generally, covenant-lite loans provide borrower companies more freedom to negatively impact lenders because their covenants are incurrence-based, which means they are only tested and can only be breached following an affirmative action of the borrower, rather than by a deterioration in the borrower’s financial condition or operating results. Accordingly, to the extent we invest in covenant-lite loans, we may have fewer rights against a borrower and may have a greater risk of loss on such investments as compared to investments in or exposure to loans with financial maintenance covenants.

IP Royalty Opportunities

The royalty market may not grow at the same rate as it has in the past, or at all, and we may not be able to acquire sufficient royalties to sustain the growth of our royalty vertical.

We anticipate growing our business over time by acquiring royalties. However, we may not be able to identify and acquire a sufficient number of royalties, or royalties of sufficient scale, to invest the full amount of capital that may be available to us in the future, or at our targeted amount and rate of deployment, which could prevent us from executing our growth strategy and negatively impact our business. Changes in the royalty market, including its structure, participants and growth rate, changes in preferred methods of financing and capital raising in the different industries could lead to diminished opportunities for us to acquire royalties, fewer royalties (or fewer royalties of significant scale) being available, or increased competition for royalties. Even if we continue to acquire royalties, they generally will not generate a meaningful return for a period of several years, if at all, due to transaction structures, circumstances relating to the underlying products or other factors. As a result, we may not be able to continue to acquire royalties or otherwise grow our business as we have in the past, or at all.

Acquisitions of royalties from our investments are subject to additional risks and uncertainties.

We are seeking to create a new market for the acquisition of existing IP royalties that we will purchase at a discount from the royalty owner. The royalty acquisition market is well developed in the pharmaceutical and music areas with many large players, but is far less developed (in the patent space) in other areas. There can be no assurance that our assumptions around the value of the royalties we acquire will prove correct, or that such products underlying the royalties will achieve commercial success or result in royalties consistent with our estimates.

Information available to us about the products underlying the royalties we intend to buy may be limited and therefore our ability to analyze the products and their potential future cash flow may be similarly limited.

We may have limited information concerning the products generating the royalties we are evaluating for acquisition. The information we have regarding the products following our acquisition of a royalty may be limited to the information that is available in the public domain. Therefore, there may be material information that relates to such products that we would like to know but do not have and may not be able to obtain. For example, we do not always know the results of studies conducted by marketers of the products from which the royalties stem or studies performed by others, or the nature or amount of any complaints from users of such products. In addition, the market data that we obtain independently may also prove to be incomplete or incorrect. Due to these and other factors, the actual cash flow from a royalty may be significantly lower than our estimates.

Our future income from royalty acquisitions is dependent upon numerous royalty-specific assumptions and, if these assumptions prove not to be accurate, we may not achieve our expected rates of returns.

Our royalty acquisition business model will be based on multiple-year internal and external forecasts regarding sales and numerous asset-specific assumptions in connection with each royalty acquisition, including where we have limited information regarding the products. There can be no assurance that the assumptions underlying our financial models, including those regarding sales or competition, patent expirations, exclusivity terms, license terms or license terminations for the products being evaluated, are accurate. These assumptions involve a significant element of subjective judgment and may be, and in the past have been, adversely affected by post-acquisition changes in market conditions and other factors affecting the underlying product. The risks relating to these assumptions may be exacerbated for development-stage candidates due to the uncertainties around their development, labeling, commercialization timing, manufacturing and supply, competing products or related factors. Our assumptions regarding the financial stability or operational or marketing capabilities of the partner obligated to pay us royalties may also prove to be incorrect. Due

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to these and other factors, the future products may not generate expected returns or returns in line with our historical financial performance or in the time periods we expect or at all, which could adversely affect our business, financial condition or results of operation.

We may make assumptions regarding the royalty duration for terms that are not contractually fixed, and a shortened royalty term could result in a reduction in the effective interest rate, a decline in income from royalties, significant reductions in royalty payments compared to expectations, or a permanent impairment.

In accordance with generally accepted accounting principles in the United States (“GAAP”), we will classify most royalty assets that we acquire as financial assets that are measured at amortized cost using the prospective effective interest method described in ASC 835-30. The effective interest rate is calculated by forecasting the expected cash flows to be received over the life of the asset relative to the initial invested amount, net of any purchased receivables. A critical component of such forecast will be our assumptions regarding duration of the royalty.

The royalty duration is important for purposes of accurately measuring interest income over the life of a royalty. In making assumptions around the royalty duration for terms that are not contractually fixed, we consider the strength of existing patent protection, geographical exclusivity periods and potential patent term extensions tied to the underlying product.

The duration of a royalty usually varies on a country-by-country basis and can be based on a number of factors, such as patent expiration dates, whether the product is sold singly or in combination, regulatory exclusivity, years from first commercial sale of the patent-protected product, or other terms set out in the contracts governing the royalty. It is common for royalty durations to expire earlier or later than anticipated due to unforeseen positive or negative developments over time, including with respect to the granting of patents and patent term extensions, the invalidation of patents, claims of patent misuse, litigation between the party controlling the patents and third party challengers of the patents, the ability of third parties to design around or circumvent valid patents, the granting of regulatory exclusivity periods or extensions, timing for the arrival of competitor products, changes to legal or regulatory regimes, product life cycles, and industry consolidations.

If an unexpected shortening of a royalty term were to occur, it could result in a reduction in the effective interest rate for the asset, a decline in income from royalties, and a significant reduction in royalty payments compared to expectations, or a permanent impairment.

Our future royalties may be classified as financial assets that are measured at amortized cost using the effective interest method as a result of which our GAAP results of operations can be volatile and unpredictable.

In accordance with GAAP, most of the royalties we acquire may be treated as investments in cash flow streams and are thus classified as financial assets. Under this classification, our financial royalty assets are treated as having a yield component that resembles loans measured at amortized cost under the effective interest accounting methodology. Under this accounting methodology, we calculate the effective interest rate on each financial royalty asset using a forecast of the expected cash flows to be received over the life of the financial royalty asset relative to the initial acquisition price. The yield, which is calculated at the end of each reporting period and applied prospectively, is then recognized via accretion into our income at the effective rate of return over the expected life of the financial royalty asset.

As a result of the non-cash charges associated with the application of the effective interest method accounting methodology, our income statement activity in respect of many of our royalties can be volatile and unpredictable. Small declines in sell-side equity research analysts’ consensus sales forecasts over a long time horizon can result in an immediate non-cash income statement expense recognition, even though the applicable cash inflows will not be realized for many years into the future.

We face competition in acquiring royalties and locating suitable royalties to acquire.

There are a limited number of suitable and attractive opportunities to acquire high-quality royalties. Therefore, competition to acquire such royalties is intense and may increase. We compete with other potential acquirers for these opportunities, including companies that market the products on which royalties are paid, investment vehicles and other pools of capital, financial institutions, institutional investors (including sovereign wealth and pension funds) and

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others. These competitors may be able to access lower cost capital, may be larger than us, may have relationships that provide them access to opportunities before us, or may be willing to acquire royalties for lower projected returns than we are.

Products on which we may acquire royalty streams may also be subject to substantial competition.

The length of any product’s commercial life cannot be predicted with certainty. The products on which we may acquire a royalty stream may be rendered obsolete or non-competitive by new or alternate products or improvements made to existing products on which we are not entitled to a royalty, either by the current marketer of such products or by another marketer. Current marketers of products may undertake these development efforts in order to improve their products or to avoid paying our royalty. Adverse competition, obsolescence or governmental and regulatory action could significantly affect the revenues, including royalty-related revenues, of the products which generate our royalties.

Competitive factors affecting the market position and success of each product include:

• price, including third-party insurance reimbursement policies;

• timing, introduction and marketer support of the product;

• efficacy and execution of marketing and commercialization strategy;

• market acceptance;

• manufacturing, supply and distribution;

• governmental regulation, including price caps;

• intellectual property protection and exclusivity; and

• product liability claims.

Products on which we may acquire a royalty stream, or other interest, may be rendered obsolete or non-competitive by new or alternate products, improvements on existing products, marketing or commercialization strategies, or governmental or regulatory action. In addition, as companies increasingly devote significant resources to innovate next-generation products, products on which we may have a royalty may become unattractive to commercialize or obsolete. If a product’s market acceptance is diminished or it is withdrawn from the market, continuing payments with respect to those products may not be made on time or at all, which may affect our ability to realize the benefits of the royalty receivable or other interest in such product and may result in us incurring asset impairment charges. Further, any product for which we acquire a royalty receivable or other interest that competes with a similar product must demonstrate compelling advantages in efficacy, convenience, tolerability and safety in order to overcome price competition and to be commercially successful. Any of these developments could adversely affect products on which we may acquire a royalty, and consequently could adversely affect our business, financial condition or results of operations.

Sellers of products that generate our future royalties may be outside of our control.

In the case of our royalty receivables, our cash flow will consists primarily of payments supported by royalties paid by sellers. These sellers may have interests that are different from our interests. For example, these sellers may be motivated to maximize their overall income by allocating resources to other products and, in the future, may decide to focus less attention on the products generating our royalties or by allocating resources to develop products that do not generate royalties to us. There can be no assurance that any seller or person with whom the seller has a working relationship has adequate resources or motivation to continue to produce, market and sell the products generating our royalties. Aside from any limited audit rights relating to the activities of the sellers that we may have in certain circumstances pursuant to the terms of our arrangements with the licensor, we may not have oversight rights with respect to the sellers’ operations and do not have rights allowing us to direct their operations or strategy nor do our agreements contain performance standards for their operations. The calculation of the royalty payments is subject to and dependent upon the adequacy and accuracy of our counterparties’ sales and accounting functions.

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While we may be able to receive certain information relating to sales of products through the exercise of audit rights and review of royalty reports we receive from the licensor, such information may be received many months following our recognition of the royalty revenue, may require us to adjust our royalty revenues in later periods and may require expense on our part.

We may have limited information on the sellers’ operations. We may not have the right to review or receive certain information relating to products that the sellers may have, including the results of any studies conducted by the marketers or others, or complaints from users of products. The market performance of the products generating our royalties may therefore be diminished by any number of factors relating to the sellers that are outside of our control.

License agreements relating to royalty-bearing products may, in some instances, be unilaterally terminated or disputes may arise which may affect our royalties.

License agreements relating to the products generating the royalties we acquire may be terminated, which may adversely affect sales of such products and therefore the payments we receive. For example, under certain license agreements, marketers retain the right to unilaterally terminate the agreements with the licensors. When the last patent covering a product expires or is otherwise invalidated in a country, a marketer may be economically motivated to terminate its license agreement, either in whole or with respect to such country, in order to terminate its payment and other obligations. In the event of any such termination, a licensor may no longer receive all of the payments it expected to receive from the licensee and may also be unable to find another company to continue developing and commercializing the product on the same or similar terms as those under the license agreement that has been terminated.

In addition, license agreements may fail to provide significant protection for the licensor in case of the licensee’s failure to perform or in the event of disputes. License agreements which relate to the products underlying our future royalties may be complex, and certain provisions in such agreements may be susceptible to multiple interpretations. The resolution of any contract interpretation disagreement that may arise could narrow what the licensor believes to be the scope of its rights to the relevant intellectual property or technology, or decrease the licensee’s financial or other obligations under the relevant agreement, any of which could in turn impact the value of our future royalties and adversely affect our royalty acquisition business, financial condition or results of operations. If a marketer were to default on its obligations under a license agreement, the licensor’s remedy may be limited either to terminating certain licenses related to certain countries or to generally terminate the license agreement with respect to such country. In such cases, we may not have the right to seek to enforce the rights of the licensor and we may be required to rely on the resources and willingness of the licensor to enforce its rights against the licensee.

In any of these situations, if the expected payments under the license agreements do not materialize, this could result in a significant loss to us and adversely affect our business, financial condition or results of operations.

The insolvency of a marketer or seller could adversely affect our receipt of cash flows on the related royalties that we hold.

If a marketer or seller of products for which we have acquired a royalty stream were to become insolvent and seek to reorganize under Chapter 11 of Title 11 of the U.S. Code, as amended, or the Bankruptcy Code, or liquidate under Chapter 7 of the Bankruptcy Code (or foreign equivalent), such event could delay or impede the payment of the amounts due under a license agreement, pending a resolution of the insolvency proceeding. Any unpaid royalty payments due for the period prior to the filing of the bankruptcy proceeding would be unsecured claims against the marketer, which might not be paid in full or at all. While royalty payments due for periods after the filing may qualify as administrative expenses entitled to a higher priority, the actual payment of such post-filing royalty payments could be delayed for a substantial period of time and might not be in the full amount due under the license agreement. The licensor would be prevented by the automatic stay in the bankruptcy proceeding from taking any action to enforce its rights without the permission of the bankruptcy court. In addition, the marketer could elect to reject the license agreement, which would require the licensor to undertake a new effort to market the applicable product with another distributor. Such proceedings could adversely affect the ability of a payor to make payments with respect to a royalty, and could consequently adversely affect our business, financial condition or results of operations.

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Unsuccessful attempts to acquire new royalties could result in significant costs and negatively impact subsequent attempts to locate and acquire other assets.

The investigation of each specific target royalty and the negotiation, drafting and execution of relevant agreements requires substantial management time and attention and results in substantial costs for accountants, attorneys and others. If a decision is made not to complete a specific acquisition, the costs incurred for the proposed transaction would not be recoverable from a third party. Furthermore, even if an agreement is reached relating to a specific target asset, we may fail to consummate the acquisition for any number of reasons, including, in the case of an acquisition of a royalty through a business combination with a public company, approval by the target company’s public stockholders. Multiple unsuccessful attempts to acquire new royalties could hurt our reputation and result in significant costs. The opportunity cost of diverting management and financial resources could negatively impact our ability to locate and acquire other assets.

We will typically not be involved in maintaining, enforcing and defending patent rights on products that generate our royalties.

Our right to receive royalties generally depends on the existence of valid and enforceable claims of registered or issued patents in the United States and elsewhere in the world. The products on which we receive payments are dependent on patent protection and on the fact that the manufacturing, marketing and selling of such products do not infringe, misappropriate or otherwise violate intellectual property rights of third parties. Typically, we have no ability to control the prosecution, maintenance, enforcement or defense of patent rights, but must rely on the willingness and ability of our partners or their marketers to do so. There can be no assurance that these third parties will vigorously prosecute, maintain, enforce or defend such rights. Even if such third parties seek to prosecute, maintain, enforce or defend such rights, they may not be successful.

The patent position of IP investment companies generally is highly uncertain, involves complex legal and factual questions and has been the subject of much litigation. Furthermore, changes in patent laws or interpretation of patent laws in the United States and in other jurisdictions could increase the uncertainties surrounding the successful prosecution of patent applications and the successful enforcement or defense of issued patents by our partners, all of which could diminish the value of patent protection relating to the intellectual property assets. As a result, the issuance, scope, validity, enforceability and commercial value of the patent rights of our partners and their marketers are highly uncertain. In addition, such third parties’ pending and future patent applications may not result in patents being issued which protect their products and technologies or which effectively prevent others from commercializing competitive products and technologies. Moreover, the coverage claimed in a patent application can be significantly reduced before the patent is issued, and its scope can be reinterpreted after issuance.

Even if the patent applications our partners and their marketers license or own do issue as patents, they may not issue in a form that will provide them with any meaningful protection, prevent competitors or other third parties from competing with them or otherwise provide them with any competitive advantage. Competitors or other third parties may be able to circumvent patents of our partners and their marketers by developing similar or alternative products in a non-infringing manner. The issuance of a patent is not conclusive as to its inventorship, scope, validity or enforceability, and may be challenged in the courts or patent offices in the United States and abroad. Such challenges may result in loss of exclusivity or in patent claims being narrowed, invalidated or held unenforceable, which could limit the ability of our partners and their marketers from preventing others from using or commercializing similar or identical technology and products, or limit the duration of the patent protection of their products and technologies.

Any loss or reduction in the scope or duration of patent protection for any product that generates our royalties, or any failure to successfully prosecute, maintain, enforce or defend any patents that protect any such product may result in a decrease in the sales of such product and any associated royalties payable to us. Any such event would adversely affect the ability of the payor to make payments of royalties to us or may otherwise reduce the value of our royalties, and could consequently adversely affect our business, financial condition or results of operations. In cases where our contractual arrangements with our partner permit us to do so, we could participate in patent suits brought by third parties but this could result in substantial litigation costs, divert management’s attention from our core business and there can be no assurance that such suits would be successful.

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The existence of third-party patents in relation to royalty-bearing products may result in additional costs for the marketer and reduce the amount of royalties paid to us.

The commercial success of a product depends, in part, on avoiding infringement, misappropriation or other violations of the intellectual property rights and proprietary technologies of others. Third-party issued patents or patent applications claiming subject matter necessary or useful to manufacture and market a product could exist or issue in the future. Such third-party patents or patent applications may include claims directed to the composition, manufacturing, mechanism of action or other unique features of a product. There can be no assurance that a license would be available to marketers for such subject matter if such infringement were to exist or, if offered, would be offered on reasonable or commercially feasible terms. Without such a license, it may be possible for third parties to assert infringement or other intellectual property claims against the marketer of such product based on such patents or other intellectual property rights.

Even if the marketer was able to obtain a license, it could be non-exclusive, thereby giving its competitors and other third parties access to the same technologies. In addition, if a marketer of a product that generates our royalties is required to obtain a license from a third party, the marketer may, in some instances, have the right to offset the licensing and royalty payments to such third party against royalties that would be owed to our partner, which may ultimately reduce the value of our royalty interest. An adverse outcome in infringement or other intellectual property-related proceedings could subject a marketer to significant liabilities to third parties, require disputed rights to be licensed from third parties or require the marketer to cease or modify its manufacturing, marketing and distribution of any affected product, any of which could reduce the amount of cash flow generated by the affected products and any associated royalties payable to us and therefore adversely affect our business, financial condition or results of operations.

Disclosure of trade secrets of marketers of products could negatively affect the competitive position of the products underlying our royalty assets.

The marketers of the products that generate our royalties depend, in part, on trade secrets, know-how and technology, which are not protected by patents, to maintain the products’ competitive position. This information is typically protected through confidentiality agreements with parties that have access to such information, such as collaborative partners, licensors, employees and consultants. Any of these parties may breach the agreements and disclose the confidential information or competitors might independently develop or learn of the information in some other way, which could harm the competitive position of the products and therefore reduce the amount of cash flow generated by our royalties.

We may use leverage in connection with our capital deployment, which magnifies the potential for loss if the royalties acquired do not generate sufficient income to us.

We may use borrowed funds to finance a significant portion of our deployed capital. The use of leverage creates an opportunity for an increased return but also increases the risk of loss if our assets do not generate sufficient cash flows to us. The interest expense and other costs incurred in connection with such borrowings may not be covered by our cash flow. In addition, leverage may inhibit our operating flexibility and reduce cash flow available for dividends or to make share repurchases.

The level of our indebtedness could limit our ability to respond to changing business conditions. The various agreements relating to our borrowings may impose operating and financial restrictions on us which could affect the number and size of the royalties that we may pursue. Therefore, no assurance can be given that we will be able to take advantage of favorable conditions or opportunities as a result of any restrictive covenants under our indebtedness. There can also be no assurance that additional debt financing, either to replace or increase existing debt financing, will be available when needed or, if available, will be obtainable on terms that are commercially reasonable.

Additional risks related to our leverage include:

• to the extent that interest rates at which we borrow increase, our borrowing costs will increase and our leveraging strategy will become more costly, which could lead to diminished net profits;

• we have to comply with various financial covenants in the agreements that govern our debt, including requirements to maintain certain leverage ratios and coverage ratios, which may affect our ability to achieve our business objectives;

• our ability to pay dividends or make share repurchases may be restricted;

• our royalties may be used as collateral for our borrowings; and

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• in the event of a default under secured borrowings, if any, one or more of our creditors or their assignees could obtain control of our royalties and, in the event of a distressed sale, these creditors could dispose of these royalties for significantly less value than we could realize for them.

In addition, while it is our policy to require our employees and contractors who may be involved in the conception or development of intellectual property to execute agreements assigning such intellectual property to us, we may be unsuccessful in executing such an agreement with each party who, in fact, conceives or develops intellectual property that we regard as our own.

The assignment of IP rights may not be self-executing, or the assignment agreements may be breached, and we may be forced to bring claims against third parties, or defend claims that they may bring against us, to determine the ownership of what we regard as our intellectual property. Such claims could have a material adverse effect on our business, financial condition, results of operations and prospects.

If our trademarks and trade names are not adequately protected, then we may not be able to build name recognition in our markets of interest and our business may be adversely affected.

Our current or future trademarks or trade names may be challenged, infringed, circumvented or declared generic or descriptive, or determined to be infringing on other marks. We may not be able to protect our rights to these trademarks and trade names or may be forced to stop using these names, which we need for name recognition by potential partners or customers in our markets of interest. During trademark registration proceedings, we may receive rejections of our applications by the USPTO or in other foreign jurisdictions.

Although we would be given an opportunity to respond to those rejections, we may be unable to overcome such rejections. In addition, in the USPTO and in comparable agencies in many foreign jurisdictions, third parties are given an opportunity to oppose pending trademark applications and to seek to cancel registered trademarks. Opposition or cancellation proceedings may be filed against our trademarks, and our trademarks may not survive such proceedings.

IP Tactical Opportunities

We may seek to acquire and/or finance additional intellectual property assets, including infringed IP, judgments, entertainment-based litigation, distressed IP and equity and/or debt in companies focused on life sciences (historically an IP-rich industry) which may not occur, and any such acquisitions, financings and/or investments that we complete may be costly and could negatively affect our results of operations, and dilute our stockholders’ ownership, or cause us to incur significant expense.

Subsidiaries and affiliates of ours may acquire additional IP assets for our own account and our success in such acquisitions will be dependent on identifying and acquiring monetizable IP at attractive prices to generate returns. However, there can be no assurance that we will identify attractive IP assets, that the IP assets we identify will be available on acceptable terms or at attractive prices, or that we will be able to obtain necessary financing or regulatory approvals to complete any IP acquisitions.

Investing in intellectual property litigation-related and other IP-focused opportunities, including judgment financing, entertainment litigation, distressed IP and life sciences, involves material risks due to legal, regulatory, and geopolitical uncertainties.

Changes in intellectual property laws, regulations, or enforcement practices, domestically or internationally, could materially diminish the value or enforceability of intellectual property assets. For example, shifts in patent eligibility standards, copyright frameworks, or trade secret protections may invalidate claims or reduce recoveries. Enforcement disparities across jurisdictions, including delays or inconsistent rulings, may impact litigation outcomes. Additionally, export controls, import restrictions, tariffs, and foreign ownership rules may limit the ability to monetize IP assets through cross-border licensing, enforcement, or transfers. These factors could increase litigation costs, delay returns, or render certain strategies nonviable, adversely affecting investment performance and operational results.

Certain IP litigation investments and related strategic opportunities, including, without limit, judgment financing, entertainment litigation, distressed IP and life sciences, may involve material terms, contractual arrangements, or litigation strategies that cannot be fully disclosed due to confidentiality obligations, competitive considerations, or legal restrictions. For example, non-disclosure agreements (NDAs) with plaintiffs, licensors, or co-investors may prevent

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the disclosure of settlement terms, licensing structures, or revenue-sharing arrangements. Similarly, jurisdictions may restrict public disclosure of ongoing litigation details or settlement negotiations. This lack of transparency could inhibit investors’ ability to assess risks, including unforeseen liabilities, disputes over profit allocations, or reduced recoveries due to undisclosed third-party claims. Additionally, undisclosed interests of counterparties (e.g., law firms, co-investors, or licensors) may conflict with our objectives, potentially compromising returns or strategic outcomes. Such opacity may materially impair investment performance and investor confidence.

The due diligence process we undertake in connection with acquisitions of intellectual property assets and/or investment in IP-related litigation and other strategic and/or tactical opportunities may not reveal all material facts.

Before making acquisitions and/or investing in IP-related litigation and other strategic and/or tactical opportunities, we conduct due diligence that we deem reasonable and appropriate based on the facts and applicable circumstances. When conducting due diligence, we may be required to evaluate important and complex business, financial, tax, accounting, environmental and legal issues. Outside consultants, legal advisers, accountants and investment banks may be involved in the due diligence process in varying degrees depending on the type of business and transaction. Nevertheless, when conducting due diligence and making an assessment regarding an acquisition, we rely on the resources available to us, including information provided by the target of the transaction and, in some circumstances, third party investigations. The due diligence investigation that we carry out with respect to any opportunity may not reveal or highlight all relevant facts (including fraud) that may be necessary or helpful in evaluating such opportunity. Moreover, such an investigation will not necessarily result in the acquisition being successful. If we do not discover all material facts during due diligence, we may fail to execute our strategic goals, which may impact our financial performance.

We face risks from strategic transactions, such as acquisitions, divestitures, joint ventures and other similar arrangements that we may pursue or undertake.

We may periodically evaluate potential strategic acquisition or investment opportunities and consider divestitures of non-strategic and/or tactical IP. Acquisitions, joint ventures and strategic investments could negatively impact our profitability and financial condition due to the incurrence of debt, contingent liabilities and amortization of expenses related to intangible assets. There are also a number of other risks inherent to acquisitions, including the inability to identify all issues or potential liabilities during diligence, and the diversion of management’s time and attention away from other business matters, which may prevent us from realizing the anticipated return on our investment. Additionally, we may require substantial additional capital, which could be raised pursuant to debt or equity financings, to pursue acquisitions, investments, financings and other business ventures, if any, in the future. We cannot assure you that we will be able to raise such additional capital on commercially reasonable terms, or at all. Divestitures may also result in ongoing financial or legal proceedings which could have an adverse impact on our results of operations, financial condition and cash flows. Additionally, because acquisitions, tactical investments, joint ventures, strategic partnerships and other similar arrangements are inherently risky, particularly, such transactions related to distressed companies or assets, any such transaction may not be successful and may, in some cases, harm our business, financial condition or results of operations. Failure to complete any such planned transaction may adversely impact our business, financial condition or results of operations.

We may not realize the benefits of technologies or intellectual property that we have acquired, or will acquire in the future, or other strategic transactions that we have or will consummate.

We actively evaluate various IP-related opportunities that do not fall under one of our primary strategies on a regular basis, including strategic transactions, equity and quasi-equity investments, distressed financings, judgment financings, entertainment-related litigation and other transactions. We may pursue joint ventures, partnerships or investments in complementary businesses, with other financing parties, and similar. The success of such strategic transactions depend on the risks and uncertainties involved including:

• unanticipated liabilities related to acquired intellectual property, joint ventures, investments and partnerships;

• difficulties maintaining or enforcing intellectual property rights;

• retention of key employees;

• diversion of management time and focus from operating our business to management of acquisition and integration efforts, strategic alliances, partnerships, investments (including distressed investments) or joint ventures challenges;

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• increases in our expenses and reductions in our cash available for operations and other uses;

• disruption in our relationships with IP owners, service providers, and others within our network; and

• possible write-offs or impairment charges.

Additionally, we may have limited information concerning any transaction we are evaluating. In addition, the market data we obtain independently to evaluate such transaction may prove to be incorrect or incomplete. Due to these and other factors, the actual cash flow we expect may be significantly lower than our estimates.

If any of these risks or uncertainties occur, we may not realize the anticipated benefit of any acquisition or strategic transaction. Additionally, foreign acquisitions and strategic transactions are subject to additional risks, including those related to integration of operations across different cultures and languages, currency risks, potentially adverse tax consequences of overseas operations and the particular economic, political and regulatory risks associated with specific countries.

Future acquisitions or dispositions could result in potentially dilutive issuances of our equity securities, the incurrence of debt, contingent liabilities or amortization expenses, impairments or write-offs of assets, any of which could harm our financial condition.

Risks related to this offering and ownership of our Company Common Stock

Once our Company Common Stock is listed on Nasdaq, there can be no assurance that we will be able to comply with Nasdaq’s continued listing standards.

Prior to this offering, there has been no public market for shares of our Company Common Stock. As a condition to consummating this offering, our Company Common Stock offered in this prospectus must be listed on Nasdaq or another national securities exchange. Accordingly, in connection with the filing of the registration statement of which this prospectus forms a part, we have applied to list our Company Common Stock on Nasdaq under the symbol “SMIP.” Assuming that our Company Common Stock is listed and after the consummation of this offering, there can be no assurance any broker will be interested in trading our Company Common Stock. Therefore, it may be difficult to sell your shares of Company Common Stock if you desire or need to sell them. Our underwriters are not obligated to make a market in our Company Common Stock, and even if it makes a market, it can discontinue market making at any time without notice. Neither we nor the underwriters can provide any assurance that an active and liquid trading market in our Company Common Stock will develop or, if developed, that such market will continue.

Once our Company Common Stock is approved for listing on Nasdaq, there is no guarantee that we will be able to maintain such listing for any period of time by perpetually satisfying Nasdaq’s continued listing requirements. Our failure to continue to meet these requirements may result in our Company Common Stock being delisted from Nasdaq.

Our stock price may be volatile or may decline regardless of our operating performance, resulting in substantial losses for investors.

The trading price of our Company Common Stock may be highly volatile and may fluctuate substantially as a result of a variety of factors, some of which are related in complex ways. As a result of this volatility, investors may not be able to sell their Company Common Stock at or above the initial public offering price. The trading price of our Company Common Stock may fluctuate significantly in response to numerous factors, many of which are beyond our control, including the factors listed below and other factors described in this “Risk factors” section:

• additions or departures of key personnel;

• disputes or other developments relating to proprietary rights, including patents, litigation matters and our ability to obtain patent protection for our assets;

• unfavorable outcomes in our litigation matters regarding protecting our intellectual property rights;

• variations in our results of operations or those of companies that are perceived to be similar to us;

• our cash position;

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• an inability to obtain additional funding;

• our failure to meet the estimates and projections of the investment community or that we may otherwise provide to the public;

• announcements made by us or our competitors;

• our ability to effectively manage our growth;

• changes in the market valuations of similar companies;

• press reports, whether or not true, about our business;

• sales or perceived potential sales of our Company Common Stock by us or our stockholders in the future;

• overall fluctuations in the equity markets;

• ineffectiveness of our internal controls;

• changes or developments in the global regulatory environment;

• litigation involving us, our industry or both, or investigations by regulators into our operations or those of our competitors;

• fluctuations in the valuation of companies perceived by investors to be comparable to us;

• announcement or expectation of additional financing efforts;

• expiration of market stand-off or lock-up agreements;

• general political and economic conditions;

• competition in this industry;

• share price and volume fluctuations attributable to inconsistent trading volume levels of our shares; and

• other events or factors, many of which are beyond our control.

In addition, the stock market in general has experienced extreme price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of companies. Broad market factors may negatively affect the trading price of our Company Common Stock, regardless of our actual operating performance. If the trading price of our Company Common Stock after this offering does not exceed the initial public offering price, you may not realize any return on, and may lose some or all of, your investment.

There has been no prior public market for our Company Common Stock, and an active trading market may not develop or be sustained.

There has been no public market for our Company Common Stock prior to this offering. The initial public offering price for our Company Common Stock was determined through negotiations among the underwriters and us and may vary from the trading price of our Company Common Stock following this offering. If you purchase shares of our Company Common Stock, you may not be able to sell those shares at or above the initial public offering price. An active or liquid market in our Company Common Stock may not develop upon closing of this offering or, if it does develop, it may not be sustainable. The lack of an active market may impair the value of your shares, and it may be difficult for you to sell your shares of Company Common Stock at a price that is attractive to you, or at all. We cannot predict the extent to which investor interest in us will lead to the development of an active trading market on or otherwise or how liquid that market might become. An inactive market may also impair our ability to raise capital by selling our Company Common Stock and our ability to acquire other companies, products or technologies by using our Company Common Stock as consideration.

We are an emerging growth company and a smaller reporting company, and any decision on our part to comply only with certain reduced reporting and disclosure requirements applicable to emerging growth companies and smaller reporting companies could make our Company Common Stock less attractive to investors.

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We are an “emerging growth company” as defined in the JOBS Act and, for as long as we continue to be an emerging growth company, we may choose to take advantage of exemptions from various reporting requirements applicable to other public companies but not to emerging growth companies, including:

• not being required to have our independent registered public accounting firm audit our internal control over financial reporting under Section 404 of the Sarbanes-Oxley Act;

• reduced disclosure obligations regarding executive compensation in our periodic reports and annual report on Form 10-K; and

• exemptions from the requirements of holding non-binding advisory votes on executive compensation and stockholder approval of any golden parachute payments not previously approved.

We could be an emerging growth company for up to five years following the completion of our initial public offering. Our status as an emerging growth company will end as soon as any of the following takes place:

• the last day of the fiscal year in which we have more than $1.235 billion in annual revenue;

• the date we qualify as a “large accelerated filer,” with at least $700 million of equity securities held by non-affiliates;

• the date on which we have issued, in any three-year period, more than $1.0 billion in non-convertible debt securities; or

• the last day of the fiscal year ending after the fifth anniversary of the completion of our initial public offering.

Even after we no longer qualify as an emerging growth company, we may continue to qualify as a smaller reporting company, which would allow us to take advantage of many of the same exemptions from disclosure requirements, including reduced disclosure obligations regarding executive compensation. In addition, if we are a smaller reporting company with less than $100 million in annual revenue, we would not be required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act (Section 404).

We cannot predict if investors will find our Company Common Stock less attractive if we choose to rely on any of the exemptions afforded to emerging growth companies and smaller reporting companies. If some investors find our Company Common Stock less attractive because we rely on any of these exemptions, there may be a less active trading market for our Company Common Stock and the trading price of our Company Common Stock may be more volatile.

Under the JOBS Act, emerging growth companies can also delay adopting new or revised accounting standards until such time as those standards apply to private companies. We have elected to use this extended transition period for any new or revised accounting standards during the period in which we remain an emerging growth company; however, we may adopt certain new or revised accounting standards early. As a result, these financial statements may not be comparable to companies that comply with the new or revised accounting pronouncements as of public company effective dates.

Persons associated with Dominari Securities LLC, the representative of the underwriters, beneficially own less than 1% of our outstanding Company Common Stock before this offering and will own less than 1% of our outstanding Company Common Stock after this offering and have an interest in this offering beyond customary underwriting commissions, which may create a conflict of interest.

Dominari Master SPV, LLC Series XIII SIM beneficially owns less than 1% of our outstanding common stock before this offering and will own less than 1% of our outstanding Company Common Stock after this offering. Kyle Wool and Eric Newman are the Managers of Dominari Master SPV, LLC Series XIII SIM and in such capacity have the right to vote and dispose of the securities held by such entity. Kyle Wool through Catatonk Creek LLC, an entity wholly-owned by Mr. Wool, and through direct ownership of our Company Common Stock jointly with his spouse, Soo Yu, Chief Operating Officer of Dominari Securities LLC and member of the Board of Directors of Dominari Holdings Inc., beneficially owns less than 1% of our outstanding Company Common Stock before this offering and will own less than 1% of our outstanding Company Common Stock after this offering. Kyle Wool is the Chief Executive Officer and Eric Newman is the Vice President of Dominari Securities LLC, the representative of the underwriters in this offering. Dominari Securities LLC is a wholly-owned subsidiary of Dominari Holdings Inc. Anthony Hayes, Chief Executive Officer of Dominari Holdings Inc., through Atwater Consulting LLC, an entity wholly-owned by Mr. Hayes, and his direct ownership of Company Common Stock beneficially owns less than 1% of our outstanding Company Common Stock before this offering and will own less than 1% of our outstanding Company Common Stock after this offering.

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Further, under the underwriting agreement, we will pay Dominari Securities LLC, as representative of the underwriters, fees and commissions equal to 7.0% of the gross proceeds raised in the offering. Accordingly, the interests of Mr. Wool, Mr. Hayes, Ms. Yu, and Mr. Newman may not be, at all times, the same as that of our other stockholders. Ownership of our Company Common Stock by a person associated with the underwriter may create the appearance of, or create conflicts of interest if and when such individuals are faced with decisions that could have varying implications for us and themselves. Where those conflicts exist, our stockholders may be affected by actions taken by Mr. Wool, Mr. Hayes, Mr. Newman, Ms. Yu, and/or Dominari Securities LLC. Any actual or perceived conflicts of interest may have an effect on potential actions or transactions involving the Company, which may be disadvantageous to our other stockholders.

Risks Related to Concurrent Resale and Potential Dilution of Stockholders’ Ownership

In addition to being used as a prospectus for the public offering of our shares of Company Common Stock, this prospectus is also being used as a prospectus for the resale of 26,788,005 shares by the Selling Stockholders following the listing on Nasdaq and the closing of this offering. There are currently no agreements or understandings in place with the Selling Stockholders to restrict the resale of our shares once our shares of Company Common Stock are listed on Nasdaq and begin trading, and once this prospectus is declared effective. The resale of shares by the Selling Stockholders could adversely impact the market price, liquidity, and demand for our Company Common Stock. As these shares are introduced into the market, there may be a significant increase in the number of shares available for sale, which could result in downward pressure on our stock price and affect liquidity. Furthermore, as the resale shares are sold, the ownership percentage of existing stockholders will be diluted, potentially reducing the value of their holding. The extent of this dilution may vary depending on the timing and volume of resale transactions by the Selling Stockholders.

Our quarterly operating results may fluctuate significantly or may fall below the expectations of investors or securities analysts, each of which may cause our stock price to fluctuate or decline.

We expect our operating results to be subject to quarterly fluctuations. Our net loss and other operating results will be affected by numerous factors, including:

• the timing and variations in the level of expense related to (i) compensation, (ii) current or future litigation we have financed, (iii) the default rate and value of investments in intellectual property and businesses with significant intellectual property, and (iv) our ability to license intellectual property on behalf of ourselves and others;

• stock-based compensation estimates;

• additional competition for intellectual property investments;

• any intellectual property infringement, misappropriation or violation lawsuit or opposition, interference or cancellation proceeding in which we may become involved;

• additions and departures of key personnel;

• our ability to adequately support future growth;

• potential unforeseen business disruptions that increase our costs or expenses;

• future accounting pronouncements or changes in our accounting policies;

• regulatory developments affecting current or future product candidates or those of our competitors; and

• changes in general global market, political and economic conditions.

If our quarterly operating results fall below the expectations of investors or securities analysts, the price of our Company Common Stock could decline substantially. Such a stock price decline could occur even when we have met any previously publicly stated revenue or earnings guidance we may provide. Furthermore, any quarterly fluctuations in our operating results may, in turn, cause the price of our stock to fluctuate substantially. We believe that quarterly comparisons of our financial results are not necessarily meaningful and should not be relied upon as an indication of our future performance.

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Our principal stockholders and management own a significant percentage of our stock and will be able to exert significant control over matters subject to stockholder approval.

Following the closing of this offering, our executive officers, directors, holders of 5% or more of our capital stock and their respective affiliates will own approximately 55.5% of our outstanding voting stock (assuming no exercise of the underwriters’ option to purchase additional shares). Therefore, even after this offering, these stockholders will have the ability to influence us through this ownership position. These stockholders may be able to determine all matters requiring stockholder approval. For example, these stockholders may be able to control elections of directors, amendments of our organizational documents or approval of any merger, sale of assets or other major corporate transaction. This may prevent or discourage unsolicited acquisition proposals or offers for our Company Common Stock that you may feel are in your best interest as one of our stockholders.

Future sales of our Company Common Stock in the public market could cause our Company Common Stock price to fall.

Our common stock price could decline as a result of sales of a large number of shares of Company Common Stock after this offering or the perception that these sales could occur. These sales, or the possibility that these sales may occur, might also make it more difficult for us to sell equity securities in the future at a time and price that we deem appropriate.

Upon the completion of this offering, 26,998,953 shares of Company Common Stock will be outstanding (27,561,453 shares if the underwriters exercise their option to purchase additional shares from us in full), based on the number of shares outstanding as of March 31, 2025 pro forma to include the Reorganization and this offering.

All shares of Company Common Stock expected to be sold in this offering will be freely tradable without restriction or further registration under the Securities Act unless held by our “affiliates” as defined in Rule 144 under the Securities Act. 26,788,005 shares of Company Common Stock are registered for resale on the registration statement forming a part of the Resale Prospectus, of which (i) 22,827,380 shares are issuable upon the conversion of preferred stock, are subject to lock-up restrictions and have certain contractual limitations on conversions in accordance with the certificate of designation, (ii) 100,804 include Company Common Stock issuable upon exercise of the placement agent warrant issued by the Company to Dominari on March 26, 2025 and (iii) 3,859,821 shares of Company Common Stock are freely tradeable upon the effectiveness of the resale registration statement. The resale of the remaining 19,389,132 shares, or 71.3% of our outstanding shares of Company Common Stock (or approximately 38.9% of our outstanding shares of Company Common Stock following this offering and assuming the conversion of all of the preferred stock outstanding into Company Common Stock), is currently prohibited or otherwise restricted, subject to certain limited exceptions, as a result of securities law provisions, market standoff agreements entered into by certain of our stockholders with us or lock-up agreements entered into by our stockholders with the underwriters in connection with this offering. However, subject to applicable securities law restrictions, the shares subject to a lock-up at the commencement of this offering will be able to be sold in the public market beginning on the 181st day after the date of this prospectus. Shares issued upon the exercise of stock options outstanding under our equity incentive plans or pursuant to future awards granted under those plans will become available for sale in the public market to the extent permitted by the provisions of applicable vesting schedules, market stand-off agreements and/or lock-up agreements, as well as Rules 144 and 701 under the Securities Act of 1933, as amended (the “Securities Act”). For more information, see the section titled “Shares Eligible for Future Sale.”

Upon the completion of this offering and the effectiveness of the registration statement forming a part of the Resale Prospectus, the holders of approximately 16.7 million shares (including affiliates of the Company), or 26.6% of our outstanding shares following this offering on a fully diluted basis, of our Company Common Stock will have rights, subject to some conditions, to require us to file registration statements covering the sale of their shares or to include their shares in registration statements that we may file for ourselves or our other stockholders. We also intend to register the offer and sale of all shares of Company Common Stock that we may issue under our equity compensation plans or that have been assumed under the 2024 Plan. Once we register the offer and sale of shares for the holders of registration rights and shares that may be issued under our equity incentive plans, these shares will be able to be sold in the public market upon issuance, subject to the lock-up agreements described under “Underwriting.”

In addition, in the future, we may issue additional shares of Company Common Stock, or other equity or convertible debt securities convertible into Company Common Stock, in connection with a financing, acquisition, employee arrangement or otherwise. Any such issuance could result in substantial dilution to our existing stockholders and could cause the price of our Company Common Stock to decline.

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Our management team has broad discretion to use the net proceeds from this offering and its investment of these proceeds may not yield a favorable return. They may invest the net proceeds from this offering in ways with which investors disagree.

Our management will have broad discretion over the use of net proceeds from this offering, and could spend the net proceeds in ways our stockholders may not agree with or that do not yield a favorable return, if at all. If we do not invest or apply the net proceeds from this offering in ways that improve our operating results, we may fail to achieve expected financial results, which could cause our stock price to decline. For additional details see the section titled “Use of Proceeds.”

Because our assumed public offering price is substantially higher than our net tangible book value per share, if you purchase shares of Company Common Stock in this offering, you will experience substantial and immediate dilution.

The assumed public offering price of our Company Common Stock is substantially higher than the net tangible book value per share of our outstanding Company Common Stock immediately following the completion of this offering. If you purchase shares of Company Common Stock in this offering, you will experience substantial and immediate dilution in the pro forma net tangible book value per share of $3.40 per share as of March 31, 2025, assuming an initial public offering price of $4.00 per share, the low end of the expected range set forth on the cover page of this prospectus. That is because the price that you pay will be substantially greater than the pro forma net tangible book value per share of the Company Common Stock that you acquire. This dilution is due in large part to the fact that our earlier investors paid substantially less than the assumed initial public offering price when they purchased their shares of our capital stock. You will experience additional dilution when those holding stock options exercise their right to purchase Company Common Stock under our equity incentive plans or when we otherwise issue additional shares of Company Common Stock. For additional details see the section titled “Dilution.”

We do not currently intend to pay dividends on our Company Common Stock, so any returns will be limited to the value of our Company Common Stock.

We have never declared or paid cash dividends on our Company Common Stock. We currently intend to retain all available funds and any future earnings to support operations and to finance the growth and development of our business. We do not intend to declare or pay any cash dividends on our Company Common Stock in the foreseeable future. As a result, any investment return on our Company Common Stock will depend upon increases in the value for our Company Common Stock. There is no guarantee that shares of our Company Common Stock will appreciate in value or even maintain the price at which stockholders have purchased their shares.

Our Charter provides that the Business Court of the State of Texas will be the sole and exclusive forum for substantially all disputes between us and our stockholders, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers, or employees.

Our charter provides that unless we consent in writing to the selection of an alternative forum, the Business Court in the Third Business Court Division (the “Business Court”) of the State of Texas (provided that if the Business Court is not then accepting filings or determines that it lacks jurisdiction, the United States District Court for the Western District of Texas, Austin Division (the “Federal Court”) or, if the Federal Court lacks jurisdiction, the state district court of Travis County, Texas) shall, to the fullest extent permitted by law, be the sole and exclusive forum for: (i) any derivative action or proceeding brought on behalf of the Company, (ii) any action, suit or proceeding asserting a claim of breach of a fiduciary duty owed by any current or former director, officer or other employee, agent or stockholder of the Company to the Company or to the Company’s stockholders, (iii) any action asserting a claim against the corporation or any current or former director or officer or other employee of the corporation arising pursuant to any provision of the Texas Business Organizations Code (“TBOC”) or the certificate of formation or these bylaws (in each case, as they may be amended from time to time), (iv) any action asserting a claim related to or involving the corporation that is governed by the internal affairs doctrine, or (v) any action asserting an “internal entity claim” as that term is defined in Section 2.115 of the TBOC.

The exclusive forum provision set forth above does not apply to, and does not preclude or contract the scope of, either (i) exclusive federal jurisdiction pursuant to Section 27 of the Exchange Act for claims seeking to enforce any liability or duty created by the Exchange Act or the rules and regulations thereunder, or any other claim for which the

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U.S. federal courts have exclusive jurisdiction, or (ii) concurrent jurisdiction under Section 22 of the Securities Act for federal and state courts over all claims seeking to enforce any liability or duty created by the Securities Act or the rules and regulations thereunder. Our stockholders will not be deemed to have waived our compliance with the federal securities laws and the rules and regulations thereunder.

The choice of forum provision may limit a stockholder’s ability to bring, and increase the cost of, a claim in a judicial forum that it finds favorable for disputes with us or our directors, officers, or other employees, which may discourage such lawsuits against us and our directors, officers, and other employees. Alternatively, if a court were to find the choice of forum provision contained in the charter to be inapplicable or unenforceable in an action, we may incur additional costs associated with resolving such action in other jurisdictions, which could harm our business, results of operations, and financial condition.

Our Board of Directors may authorize and issue shares of new classes of stock that could be superior to or adversely affect current holders of our Company Common Stock.

Our Board of Directors has the power to authorize and issue shares of classes of stock, including preferred stock that have voting powers, designations, preferences, limitations and special rights, including preferred distribution rights, conversion rights, redemption rights and liquidation rights without further stockholder approval which could adversely affect the rights of the holders of our Company Common Stock. In addition, our Board could authorize the issuance of a series of preferred stock that has greater voting power than our Company Common Stock or that is convertible into our Company Common Stock, which could decrease the relative voting power of our Company Common Stock or result in dilution to our existing common stockholders.

Any of these actions could significantly adversely affect the investment made by holders of our Company Common Stock. Holders of Company Common Stock could potentially not receive dividends that they might otherwise have received. In addition, holders of our Company Common Stock could receive less proceeds in connection with any future sale of the Company, in liquidation or on any other basis.

Provisions in our certificate of formation and our bylaws and Texas law might discourage, delay or prevent a change in control of our Company or changes in our management and, therefore, depress the trading price of our Company Common Stock.

Our certificate of formation and bylaws, each to be in effect at the time of this offering, contain provisions that could depress the trading price of our Company Common Stock by acting to discourage, delay or prevent a change in control of our company or changes in our management that the stockholders of our Company may deem advantageous. These provisions, among other things:

• authorize our board of directors (the “Board”) to issue new series of preferred stock without stockholder approval and create, subject to applicable law, a series of preferred stock with preferential rights to dividends or our assets upon liquidation, or with superior voting rights to our existing Company Common Stock;

• eliminate the ability of our stockholders holding less than 50% (or the highest percentage of ownership that may be set under the TBOC) to call special meetings of stockholders;

• eliminate the ability of our stockholders to fill vacancies on the Board;

• establish advance notice requirements for nominations for election to the Board or for proposing matters that can be acted upon by stockholders at our annual stockholder meetings;

• permit the Board to establish the number of directors;

• provide that the Board is expressly authorized to make, alter or repeal our amended bylaws;

• provide that stockholders can remove directors only for cause;

• require the approval of not less than 66-2/3% of all outstanding shares of our voting stock to amend our bylaws and specific provisions of our certificate of formation; and

• the jurisdictions in which certain stockholder litigation may be brought.

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As a Texas corporation, we will be subject to the anti-takeover provisions of Section 21.606 of the TBOC, which prohibits a Texas corporation from engaging in a business combination specified in the statute with an interested stockholder (as defined in the statute) for a period of three years after the date of the transaction in which the person first becomes an interested stockholder, unless the business combination is approved in advance by a majority of the independent directors or by the holders of at least two-thirds of the outstanding disinterested shares. The application of Section 21.606 of the TBOC could also have the effect of delaying or preventing a change of control of our Company.

If securities or industry analysts either do not publish research about us or publish inaccurate or unfavorable research about us, our business or our market, or if they change their recommendations regarding our Company Common Stock adversely, the trading price or trading volume of our Company Common Stock could decline.

The trading market for our Company Common Stock will be influenced in part by the research and reports that securities or industry analysts may publish about us, our business, our market or our competitors. If one or more of these analysts initiate research with an unfavorable rating or downgrade our Company Common Stock, provide a more favorable recommendation about our competitors or publish inaccurate or unfavorable research about our business, our Company Common Stock price would likely decline. If any analyst who may cover us were to cease coverage of us or fail to regularly publish reports on us, we could lose visibility in the financial markets, which in turn could cause the trading price or trading volume of our Company Common Stock to decline.

We have never paid dividends and we do not expect to pay dividends for the foreseeable future.

We intend to retain earnings, if any, to finance the growth and development of our business and do not intend to pay cash dividends on shares of our Company Common Stock in the foreseeable future. The payment of future cash dividends, if any, depend upon, among other things, conditions then existing including earnings, financial condition and capital requirements, restrictions in financing agreements, business opportunities and other factors. As a result, capital appreciation, if any, of our Company Common Stock, will be your sole source of gain for the foreseeable future.

General risk factors

Global economic, political and market conditions, including those caused by inflation, tariffs and a rising interest rate environment have (and in the future, could further) adversely affect our business, results of operations and financial condition.

Any disruptions in the capital markets, as a result of inflation, tariffs and a rising interest environment or otherwise, may increase the spread between the yields realized on risk-free and higher risk securities and can result in illiquidity in parts of the capital markets, significant write-offs in the financial sector and re-pricing of credit risk in the broadly syndicated market. These and any other unfavorable economic conditions could increase our funding costs, limit our access to the capital markets or result in a decision by lenders not to extend credit to us.

We will incur significant additional costs as a result of being a public company, and our management will be required to devote substantial time to compliance with our public company responsibilities and corporate governance practices. The requirements of being a public company may strain our resources, result in more litigation and divert management’s attention.

As a public company, we will be subject to the reporting requirements of the Exchange Act, the Sarbanes-Oxley Act, the Dodd-Frank Wall Street Reform and Consumer Protection Act (the Dodd-Frank Act), the listing requirements of Nasdaq and other applicable securities rules and regulations. Complying with these rules and regulations has increased and will increase our legal, accounting, and financial compliance costs, make some activities more difficult, time consuming or costly and increase demand on our systems and resources. The Exchange Act requires, among other things, that we file annual, quarterly and current reports with respect to our business and operating results. The Sarbanes-Oxley Act requires, among other things, that we maintain effective disclosure controls and procedures and internal control over financial reporting. We are required to disclose changes made in our internal control and procedures on a quarterly basis. In order to maintain and, if required, improve our disclosure controls and procedures and internal control over financial reporting to meet this standard, significant resources and management oversight may be required. As a result, management’s attention may be diverted from other business concerns, which could adversely affect our business and operating results. We may also need to hire additional employees or engage outside consultants to comply with these requirements, which will increase our costs and expenses.

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In addition, changing laws, regulations and standards relating to corporate governance and public disclosure are creating uncertainty for public companies, increasing legal and financial compliance costs and making some activities more time consuming. These laws, regulations and standards are subject to varying interpretations, in many cases due to their lack of specificity and, as a result, their application in practice may evolve over time as new guidance is provided by regulatory and governing bodies. This could result in continuing uncertainty regarding compliance matters and higher costs necessitated by ongoing revisions to disclosure and governance practices. We intend to invest resources to comply with evolving laws, regulations and standards, and this investment may result in increased general and administrative expenses and a diversion of management’s time and attention from revenue-generating activities to compliance activities. If our efforts to comply with new laws, regulations and standards differ from the activities intended by regulatory or governing bodies due to ambiguities related to their application and practice, regulatory authorities may initiate legal proceedings against us and our business may be adversely affected.

These new rules and regulations may make it more expensive for us to obtain director and officer liability insurance and, in the future, we may be required to accept reduced coverage or incur substantially higher costs to obtain coverage. These factors could also make it more difficult for us to attract and retain qualified members of the Board, particularly to serve on our audit committee and compensation committee, and qualified executive officers.

By disclosing information in this prospectus and in future filings required of a public company, our business and financial condition will become more visible, which we believe may result in threatened or actual litigation, including by competitors and other third parties. If those claims are successful, our business could be seriously harmed. Even if the claims do not result in litigation or are resolved in our favor, the time and resources needed to resolve them could divert our management’s resources and seriously harm our business.

Unstable market and economic conditions may have serious adverse consequences on our business, financial condition and stock price.

From time to time, the global credit and financial markets have experienced extreme volatility and disruptions, including severely diminished liquidity and credit availability, declines in consumer confidence, declines in economic growth, increases in unemployment rates and uncertainty about economic stability. There can be no assurance that future deterioration in credit and financial markets and confidence in economic conditions will not occur. Our general business strategy may be adversely affected by any such economic downturn, volatile business environment or continued unpredictable and unstable market conditions. If the current equity and credit markets deteriorate, it may make any necessary debt or equity financing more difficult, more costly and more dilutive. Failure to secure any necessary financing in a timely manner and on favorable terms could have a material adverse effect on our growth strategy, financial performance and stock price and could require us to delay or abandon acquisitions and other operating activity. In addition, there is a risk that one or more of our current service providers, manufacturers and other partners may not survive an economic downturn, which could directly affect our ability to attain our operating goals on schedule and on budget.

Fiscal challenges facing the U.S. government could negatively impact financial markets which, in turn, could have an adverse effect on our financial position or results of operations.

Recent federal budget deficit concerns and political conflict over legislation to raise the U.S. government’s debt limit have increased the possibility of a default by the U.S. government on its debt obligations, related credit-rating downgrades, or an economic recession in the United States. As a result of uncertain domestic political conditions, including the possibility of the federal government defaulting on its obligations for a period of time due to debt ceiling limitations, investments in financial instruments issued or guaranteed by the federal government pose liquidity risks. A possible sovereign credit rating downgrade in response to current political dynamics, as well as sovereign debt issues facing the governments of other countries, could have a material adverse impact on financial markets and economic conditions in the U.S. and worldwide.

If we fail to maintain proper and effective internal controls over financial reporting, our ability to produce accurate and timely financial statements could be impaired.

After this offering, we will be subject to Section 404 and the related rules of the SEC, which, subject to certain exceptions, generally require our management and independent registered public accounting firm to report on the effectiveness of our internal control over financial reporting. Beginning with the second annual report that we will

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be required to file with the SEC, Section 404 requires an annual management assessment of the effectiveness of our internal control over financial reporting. In addition, once we are no longer an emerging growth company or, if prior to such date, we opt to no longer take advantage of the applicable exemption, we will be required to include an opinion from our independent registered public accounting firm on the effectiveness of our internal control over financial reporting. The rules governing the standards that must be met for management to assess our internal control over financial reporting are complex, judgmental and require significant documentation, testing and possible remediation. To comply with the requirements of being a reporting company under the Exchange Act, we will need to implement additional financial and management controls, reporting systems and procedures and hire additional accounting and finance staff. If we or, if required, our auditors are unable to conclude that our internal control over financial reporting is effective, investors may lose confidence in our financial reporting and the trading price of our Company Common Stock may decline.

We cannot assure you that there will not be material weaknesses or significant deficiencies in our internal control over financial reporting in the future. Any failure to maintain internal control over financial reporting could severely inhibit our ability to accurately report our financial condition, results of operations or cash flows. If we are unable to conclude that our internal control over financial reporting is effective, or if we and/or our independent registered public accounting firm determines we have a material weakness or significant deficiency in our internal control over financial reporting, investors may lose confidence in the accuracy and completeness of our financial statements, the trading price of our Company Common Stock could decline, and we could be subject to sanctions or investigations by Nasdaq, the SEC or other regulatory authorities. Failure to remedy any material weakness in our internal control over financial reporting, or to implement or maintain other effective control systems required of public companies, could also restrict our future access to the capital markets.

Our disclosure controls and procedures may not prevent or detect all errors or acts of fraud.

Upon the completion of this offering, we will become subject to the periodic reporting requirements of the Exchange Act. We must design our disclosure controls and procedures to reasonably assure that information we must disclose in reports we file or submit under the Exchange Act is accumulated and communicated to management, and recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC. We believe that any disclosure controls and procedures or internal controls and procedures, no matter how well-conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. For example, our directors or executive officers could inadvertently fail to disclose a new relationship or arrangement causing us to fail to make a required related party transaction disclosure. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people or by an unauthorized override of the controls. Accordingly, because of the inherent limitations in our control system, misstatements due to error or fraud may occur and not be detected.

If our estimates or judgments relating to our critical accounting policies prove to be incorrect or financial reporting standards or interpretations change, our results of operations could be adversely affected.

The preparation of financial statements in conformity with generally accepted accounting principles in the United States (U.S. GAAP), requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. We base our estimates on historical experience, known trends and events and various other factors that we believe to be reasonable under the circumstances, as provided in “Management’s discussion and analysis of financial condition and results of operations — Critical accounting policies and estimates.” The results of these estimates form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Significant assumptions and estimates used in preparing our financial statements include but are not limited to stock-based compensation and evaluation of acquisitions of assets and other similar transactions. Our results of operations may be adversely affected if our assumptions change or if actual circumstances differ from those in our assumptions, which could cause our results of operations to fall below the expectations of securities analysts and investors, resulting in a decline in the trading price of our Company Common Stock.

Additionally, we regularly monitor our compliance with applicable financial reporting standards and review new pronouncements and drafts thereof that are relevant to us. As a result of new standards, changes to existing standards and changes in their interpretation, we might be required to change our accounting policies, alter our operational policies and implement new or enhance existing systems so that they reflect new or amended financial reporting

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standards, or we may be required to restate our audited or unaudited financial statements and related notes. Such changes to existing standards or changes in their interpretation may also have an adverse effect on our reputation, business, financial position and profit.

We could be subject to changes in tax rates, the adoption of new tax legislation or could otherwise have exposure to additional tax liabilities, which could harm our business.

Changes to tax laws or regulations in the jurisdictions in which we operate, or in the interpretation of such laws or regulations, could significantly increase our effective tax rate, and otherwise have a material adverse effect on our financial condition. In addition, other factors or events, including business combinations and investment transactions, changes in stock-based compensation, changes in the valuation of our deferred tax assets and liabilities, adjustments to taxes upon finalization of various tax returns or as a result of deficiencies asserted by taxing authorities, increases in expenses not deductible for tax purposes, changes in available tax credits, changes in transfer pricing methodologies, other changes in the apportionment of our income and other activities among tax jurisdictions and changes in tax rates, could also increase our effective tax rate. Our tax filings are subject to review or audit by the U.S. Internal Revenue Service (the “IRS”) and state, local and foreign taxing authorities. We may also be liable for taxes in connection with businesses we acquire. Our determinations are not binding on the IRS or any other taxing authorities, and accordingly the final determination in an audit or other proceeding may be materially different than the treatment reflected in our tax provisions, accruals and returns. An assessment of additional taxes because of an audit could harm our business.

We could be subject to securities class action litigation.

In the past, securities class action litigation has often been instituted against companies following periods of volatility in the trading price of a company’s securities. This type of litigation, if instituted, could result in substantial costs and a diversion of management’s attention and resources, which would harm our business, operating results or financial condition. Additionally, the dramatic increase in the cost of directors’ and officers’ liability insurance may cause us to opt for lower overall policy limits or to forgo insurance that we may otherwise rely on to cover significant defense costs, settlements and damages awarded to plaintiffs.

Changes in laws and regulations related to intellectual property rights could negatively impact our business and financial performance.

Our business model is highly dependent on the ability to enforce intellectual property rights through litigation and licensing strategies. Existing laws, regulations, and judicial precedents regarding intellectual property rights, particularly patents, significantly influence our ability to pursue enforcement actions and negotiate licensing agreements. Regulatory changes, including new legislation, judicial decisions, administrative rulings, or interpretations of patent laws by the United States Patent and Trademark Office (USPTO), Congress, courts, or other governmental entities, could adversely affect our ability to effectively protect, license, or litigate our intellectual property assets.

For example, changes could include restrictions on patentability, modifications to patent enforcement rules, limitations on remedies available to patent holders, heightened requirements for patent validity, increased burdens for proving infringement, or the introduction of mandatory licensing or arbitration provisions. Any of these regulatory or judicial developments could significantly reduce the value of our intellectual property portfolio, diminish our ability to negotiate favorable license agreements, or impair our capacity to successfully litigate patent infringement claims.

Additionally, regulatory reforms aimed at curbing abusive or frivolous litigation practices, especially those related to the financing of litigation by third-parties, could inadvertently impose procedural barriers or financial burdens that restrict our operational effectiveness. Increased scrutiny from regulatory bodies, lawmakers, or public sentiment against certain patent enforcement practices could further result in restrictive legislation or enforcement policies. These changes could materially and adversely impact our business operations, revenues, profitability, and overall financial condition.

We cannot predict the timing or outcome of future regulatory actions or judicial decisions, and such uncertainty may result in volatility in our business operations and financial results. Investors should carefully consider these risks in evaluating our business.

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We are subject to U.S. and certain foreign export and import controls, sanctions, embargoes, anti-corruption laws and anti-money laundering laws and regulations. Compliance with these legal standards could impair our ability to compete in domestic and international markets. We can face criminal liability and other serious consequences for violations, which can harm our business.

We are subject to export control and import laws and regulations, including the U.S. Export Administration Regulations, U.S. Customs regulations, various economic and trade sanctions regulations administered by the U.S. Treasury Department’s Office of Foreign Assets Controls, the U.S. Foreign Corrupt Practices Act of 1977, as amended (FCPA), the U.S. domestic bribery statute contained in 18 U.S.C. § 201, the U.S. Travel Act, the USA PATRIOT Act and other state and national anti-bribery and anti-money laundering laws in the countries in which we conduct activities. Anti-corruption laws are interpreted broadly and prohibit companies and their employees, agents, contractors and other collaborators from authorizing, promising, offering or providing, directly or indirectly, improper payments or anything else of value to recipients in the public or private sector. We may engage third parties to obtain necessary permits, licenses, patent registrations and other regulatory approvals. We have direct or indirect interactions with officials and employees of government agencies or government-affiliated hospitals, universities and other organizations. We can be held liable for the corrupt or other illegal activities of our employees, agents, contractors and other collaborators, even if we do not explicitly authorize or have actual knowledge of such activities. Any violations of the laws and regulations described above may result in substantial civil and criminal fines and penalties, imprisonment, the loss of export or import privileges, debarment, tax reassessments, breach of contract and fraud litigation, reputational harm and other consequences.

Public health threats, pandemics and outbreaks of communicable diseases could have a material adverse effect on our operations, the operations of our business partners, and the global economy as a whole.

Public health threats, pandemics and outbreaks of communicable diseases could adversely impact our operations, as well as the operations of our licensees and other business partners. We have taken precautions in the operation of our own business and maintain an up-to-date disaster recovery and business continuity policy as well as have the systems and support to have our workforce work remotely for an indefinite period of time. However, future public health threats, pandemics or outbreaks of communicable diseases, similar to the COVID-19 outbreak, could have a material adverse effect on our business, operations and financial results.

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Special note regarding forward-looking statements

This prospectus contains forward-looking statements, particularly in the sections titled “Prospectus summary,” “Risk factors,” “Management’s discussion and analysis of financial condition and results of operations” and “Business.” In some cases, you can identify these statements by forward-looking words such as “aim,” “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “potential,” “predict,” “should,” “would” or “will,” the negative of these terms and other comparable terminology. These forward-looking statements, which are subject to risks, include, but are not limited to, statements about:

• our business strategy;

• our financial strategy, liquidity and capital required for our operations;

• the assumptions underlying our business model;

• our ability to raise capital to fund business growth;

• any inability to acquire additional operating businesses and intellectual property assets;

• our ability to leverage our strategic relationships and secure new patent license agreements on acceptable terms;

• costs related to acquiring additional operating businesses and intellectual property;

• our ability to leverage our competitive strengths;

• our ability to retain key personnel and attract and retain additional personnel;

• developments and changes in laws and regulations;

• fluctuations in patent-related legal expenses;

• findings by any relevant patent office that our patents are invalid or unenforceable;

• our ability to retain legal counsel in connection with enforcement of our intellectual property;

• delays in successful prosecution, enforcement, and licensing of our patent portfolio;

• changes or inaccuracies in our expectations with respect to royalty payments by our customers;

• adverse litigation outcomes and timing of resolution of litigation matters;

• our ability to identify and select suitable legal finance assets;

• inadequacies in our due diligence process or unforeseen developments;

• credit risk and concentration risk relating to our legal finance assets;

• improper use or disclosure of, or access to, privileged information under our control due to cybersecurity breaches, unauthorized use or theft;

• general economic conditions;

• our future plans, objectives, expectations and intentions;

• the scope of protection we are able to establish and maintain for intellectual property rights, including the projected terms of patent protection;

• potential claims relating to our intellectual property and third-party intellectual property;

• estimates of our expenses, future revenue, capital requirements, our needs for additional financing and our ability to obtain additional capital;

• our future financial performance;

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• our expectations regarding the time during which we will be an emerging growth company under the JOBS Act and a smaller reporting company as defined in Rule 12b-2 of the Exchange Act;

• our expectations regarding the use of proceeds from this offering and our existing cash and cash equivalents; and

• other risks and uncertainties, including those listed under the caption “Risk factors” in this prospectus.

We have based these forward-looking statements largely on our current expectations, estimates, forecasts and projections about future events and financial trends that we believe may affect our financial condition, results of operations, business strategy and financial needs. In light of the significant uncertainties in these forward-looking statements, you should not rely upon forward-looking statements as predictions of future events. Although we believe that we have a reasonable basis for each forward-looking statement contained in this prospectus, we cannot guarantee that the future results, levels of activity, performance or events and circumstances reflected in the forward-looking statements will be achieved or occur at all. You should refer to the section titled “Risk factors” for a discussion of important factors that may cause our actual results to differ materially from those expressed or implied by our forward-looking statements. Furthermore, if our forward-looking statements prove to be inaccurate, the inaccuracy may be material. Except as required by law, we undertake no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise. The Private Securities Litigation Reform Act of 1995 and Section 27A of the Securities Act do not protect any forward-looking statements that we make in connection with this offering.

You should read this prospectus and the documents that we reference in this prospectus and have filed as exhibits to the registration statement, of which this prospectus is a part, completely and with the understanding that our actual future results may be materially different from what we expect. We qualify all of the forward-looking statements in this prospectus by these cautionary statements.

Industry and market data

Unless otherwise indicated, information contained in this prospectus concerning our industry and the markets in which we operate, including our general expectations and market position, market opportunity and market size, is based on information from various sources, on assumptions that we have made based on such information and other, similar sources and on our knowledge of, and expectations about, the markets for our products. In some cases, we do not expressly refer to the sources from which this data is derived. This information involves a number of assumptions and limitations. Projections, assumptions and estimates of our future performance and the future performance of the industry in which we operate is necessarily subject to a high degree of uncertainty and risk due to a variety of factors, including but not limited to those described in the section titled “Risk factors” and elsewhere in this prospectus. These and other factors could cause results to differ materially from those expressed in the estimates made by independent third parties and by us.

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Use of proceeds

We estimate that the net proceeds from this offering will be approximately $12.3 million (or approximately $14.4 million if the underwriters exercise their option to purchase additional shares in full), assuming an initial public offering price of $4.00 per share, the low end of the price range set forth on the cover page of this prospectus, after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us.

Each $1.00 increase or decrease in the initial public offering price per share would increase or decrease, as applicable, our net proceeds, after deducting estimated underwriting discounts and commissions, by approximately $3.5 million (assuming no exercise of the underwriters’ option to purchase additional shares). Similarly, each increase or decrease of 1.0 million shares in the number of shares offered by us would increase or decrease, as applicable, our net proceeds by approximately $3.7 million, assuming an initial public offering price of $4.00 per share, the low end of the expected range set forth on the cover page of this prospectus, and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us.

We currently intend to use approximately $4.0 million of the net proceeds from this offering to pay for the remaining obligations related to intellectual property assets that we have acquired or financed, including the Nixu FL purchase and Gene Pool advances. Specifically, these payments will satisfy outstanding balances due under the previously executed agreements related to these assets. The remainder of the net proceeds will be used for general corporate purposes, including the enforcement and monetization of owned and financed portfolios.

Based on our current operating plan, we believe that, pro forma for the Reorganization and this offering, our existing cash and cash equivalents, will be sufficient to meet our working capital and capital expenditure needs through 2025. Our expected use of net proceeds from this offering represents our current intentions based upon present plans and business conditions.

As of the date of this prospectus, we cannot predict with certainty all of the particular uses for the net proceeds to be received upon the completion of this offering, or the amounts that we will actually spend on the uses set forth above. The amounts and timing of any expenditures will vary depending on numerous factors, including the progress of our ongoing operations, the amount of cash used by our operations, the rate of growth, if any, of our business, and other factors described in the section titled “Risk factors.” Accordingly, our management will have significant discretion and flexibility in applying the net proceeds from this offering, and investors will be relying on the judgment of our management regarding the application of these net proceeds. Due to the many inherent uncertainties in our operations, the amounts and timing of our actual expenditures may vary significantly depending on numerous factors, including our ability to obtain additional financing, the cost and results of our existing activities, any collaborations that we may enter into with third parties for our strategic opportunities that become available to us, and any unforeseen cash needs.

Pending the uses described above, we intend to invest the net proceeds from this offering in interest-bearing obligations, investment-grade instruments, certificates of deposit or direct or guaranteed obligations of the U.S. government.

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Dividend policy

We have never declared or paid any cash dividends on our capital stock and do not anticipate paying any cash dividends in the foreseeable future. We currently anticipate that we will retain all available funds for use in the operation and expansion of our business. Any future determination as to the declaration or payment of dividends on our Company Common Stock will be made at the discretion of the Board and will depend upon, among other factors, our financial condition, results from operations, current and anticipated cash needs, plans for expansion and other factors that the Board may deem relevant.

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Capitalization

The following table sets forth our cash and cash equivalents and capitalization as of March 31, 2025:

• on an actual basis;

• on a pro forma basis to reflect the corporate Reorganization immediately prior to the completion of this offering; and

• on a pro forma as adjusted basis to reflect: (i) the pro forma adjustments set forth above and (ii) the sale and issuance of 3,750,000 shares of Company Common Stock by us in this offering at the assumed initial public offering price of $4.00 per share, the low end of the expected range set forth on the cover page of this prospectus, resulting in net proceeds to us of $12.3 million, after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us.

The pro forma as adjusted information discussed below is illustrative only and will be adjusted based on the actual initial public offering price and other terms of this offering determined at pricing. This table should be read in conjunction with the section titled “Management’s discussion and analysis of financial condition and results of operations” and our unaudited interim condensed financial statements and related notes included elsewhere in this prospectus.

	As of March 31, 2025
	Actual			Pro forma			Pro forma as adjusted(1)
				(unaudited)			(unaudited)
Cash and cash equivalents	$	6,446,448		$	6,803,101		$	19,491,455
Long-term debt		—			—			—
Series A Convertible Preferred Stock, $0.001 par value, 40,000,000 authorized; 25,007,141 shares issued and outstanding as of March 31, 2025 (Liquidation preference of $25,007)	$	4,651,750		$	3,888,834		$	3,888,834
Stockholders’ (deficit) equity:
Preferred stock, $0.001 par value, 50,000,000 authorized, 40,000,000 designated as of March 31, 2025		—			—			—
Common stock, $0.001 par value, 100,000,000 authorized, 19,220,000 shares issued and outstanding as of March 31, 2025		19,220			2,325			2,700
Additional Paid-in Capital		6,732,888			7,843,650			20,185,338
Accumulated deficit		(7,791,867	)		(7,814,546	)		(7,814,546	)
Total stockholders’ (deficit) equity		(1,039,759	)		31,430			12,373,493
Total capitalization	$	3,611,911		$	3,920,264		$	16,262,327

____________

(1) Each $1.00 increase or decrease in the assumed initial public offering price of $4.00 per share, the low end of the expected range set forth on the cover page of this prospectus, would increase or decrease, as applicable, each of our pro forma as adjusted cash and cash equivalents, additional paid-in capital, total stockholders’ equity and total capitalization by approximately $3.5 million, assuming that the number of shares of Company Common Stock offered by us, as set forth on the cover page of this prospectus, remains the same, and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us. Similarly, each increase or decrease of 1.0 million shares of Company Common Stock offered by us would increase or decrease, as applicable, each of our pro forma as adjusted cash and cash equivalents, additional paid-in capital, total stockholders’ equity and total capitalization by approximately $3.7 million, assuming that the assumed initial public offering price of $4.00 per share, the low end of the expected range set forth on the cover page of this prospectus, remains the same, and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us.

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The number of shares of our Company Common Stock to be outstanding after this offering on a pro forma and pro forma as adjusted basis is based on 23,248,953 and 26,998,953 shares (including the shares to be offered and sold in this offering), respectively, of Company Common Stock outstanding as of March 31, 2025, and excludes:

• (i) 12,235,000 shares of our Company Common Stock underlying the awards issued under Sauvegarder IM’s 2024 Incentive Award Plan (the “2024 Plan”) and (ii) 2,848,600 shares of our Company Common Stock after this offering reserved for issuance under the 2024 Plan, in each case that will be assumed by Spectral IP as part of the Reorganization, as well as any future increases in the number of shares of Company Common Stock reserved for issuance under the 2024 Plan;

• the exercise by the underwriters of their option to purchase up to 562,500 additional shares of our Company Common Stock from us to cover over-allotments, if any;

• 100,804 shares of our Company Common Stock issuable upon exercise of the placement agent warrant issued by the Company to Dominari on March 26, 2025; and

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Dilution

Purchasers of Company Common Stock in this offering will experience immediate and substantial dilution in the net tangible book value per share of the Company Common Stock for accounting purposes. Our net tangible book value as of March 31, 2025, after giving pro forma effect to the transactions described under “Business — Corporate History and Reorganization,” was approximately $3.9 million, or $0.17 per share of Company Common Stock. Pro forma net tangible book value per share is determined by dividing our pro forma tangible net worth (tangible assets less total liabilities) by the total number of outstanding shares of Company Common Stock that will be outstanding immediately prior to the closing of this offering including giving effect to our Reorganization. After giving effect to the sale of the 3,750,000 shares in this offering and further assuming the receipt of the estimated net proceeds of $12.3 million (after deducting estimated underwriting discounts and commissions and estimated offering expenses and the application of such proceeds as described in “Use of Proceeds”), our adjusted pro forma net tangible book value as of March 31, 2025 would have been approximately $16.3 million, or $0.60 per share. This represents an immediate increase in the net tangible book value of $0.43 per share to the existing stockholders of the Company (pro forma to reflect the Reorganization) and an immediate dilution (i.e., the difference between the offering price and the adjusted pro forma net tangible book value after this offering) to new investors purchasing shares in this offering of $3.40 per share. The following table illustrates the per share dilution to new investors purchasing shares in this offering (assuming that 100% of our preferred stock has been exchanged for Company Common Stock).

The following table illustrates this dilution on a per share basis:

Assumed initial public offering price per share			4.00
Historical net tangible book value (deficit) per share as of March 31, 2025	$	0.09
Pro forma increase in historical net tangible book value (deficit) per share as of March 31, 2025 attributable to the pro forma adjustments described above		0.08
Pro forma net tangible book value per share as of March 31, 2025
Increase in pro forma net tangible book value per share attributable to new investors participating in this offering		0.43
Pro forma as adjusted net tangible book value per share after this offering			0.60
Dilution per share to new investors participating in this offering			(3.40	)

The dilution information discussed above is illustrative only and will change based on the actual initial public offering price and other terms of this offering determined at pricing. Each $1.00 increase or decrease in the assumed initial public offering price of $4.00 per share, the low end of the price range set forth on the cover page of this prospectus, would increase or decrease, as applicable, our pro forma as adjusted net tangible book value per share to new investors by $0.13, and would increase or decrease, as applicable, the dilution per share to new investors in this offering by $0.87, assuming that the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same, and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us. Similarly, each increase or decrease of 1.0 million shares in the number of shares offered by us would increase or decrease, as applicable, our pro forma as adjusted net tangible book value by approximately $0.12 per share and increase or decrease, as applicable, the dilution to new investors by $0.12 per share, assuming the assumed initial public offering price remains the same, and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us.

If the underwriters’ option to purchase additional shares is exercised in full, the pro forma as adjusted net tangible book value per share of Company Common Stock would be $0.06 per share, and the dilution in pro forma net tangible book value per share to new investors in this offering would be $0.06 per share, in each case assuming an initial public offering price of $4.00 per share, the low end of the price range set forth on the cover page of this prospectus.

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The following table summarizes, as of March 31, 2025, on a pro forma as adjusted basis, the number of shares of Company Common Stock purchased from us, the total consideration paid, or to be paid, and the weighted-average price per share paid, or to be paid, by existing stockholders and by the new investors, at the assumed initial public offering price of $4.00 per share, the low end of the expected range set forth on the cover page of this prospectus, before deducting estimated underwriting discounts and commissions and offering expenses payable by us:

(in thousands, except share, per share and percent data)	Shares purchased			Total consideration				Weighted- average price per share
(in thousands, except share, per share and percent data)	Number	Percent		Amount		Percent		Weighted- average price per share
Existing stockholders	46,076,333	92.5	%	$	9,992,488	40.0	%	$	0.22
New investors	3,750,000	7.5	%	$	15,000,000	60.0	%	$	4.00
Total	49,826,333	100.0	%	$	24,992,488	100.0	%

Each $1.00 increase or decrease in the assumed initial public offering price of $4.00 per share, the low end of the expected range set forth on the cover page of this prospectus, would increase or decrease, as applicable, the total consideration paid by new investors and total consideration paid by all stockholders by approximately $3.5 million, assuming that the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same, and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us. Similarly, each increase or decrease of 1.0 million shares in the number of shares offered by us would increase or decrease, as applicable, the total consideration paid by new investors and total consideration paid by all stockholders by approximately $3.7 million, assuming the assumed initial public offering price remains the same, and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us.

The above table assumes no exercise of the underwriters’ option to purchase additional shares. If the underwriters’ option to purchase additional shares were exercised in full, our existing stockholders would own 91.4% and our new investors would own 8.6% of the total number of shares of our Company Common Stock outstanding upon completion of this offering.

To the extent that stock options are exercised, new stock options are issued under our equity incentive plan or we issue additional shares of Company Common Stock in the future, there will be further dilution to investors participating in this offering. In addition, we may choose to raise additional capital because of market conditions or strategic considerations, even if we believe that we have sufficient funds for our current or future operating plans. If we raise additional capital through the sale of equity or convertible debt securities, the issuance of these securities could result in further dilution to our stockholders.

The foregoing tables and calculations (other than historical net tangible book value) are based on 26,998,953 shares of Company Common Stock outstanding as of March 31, 2025 (after giving effect to the issuance and sale of 3,750,000 shares of Company Common Stock in this offering), and excludes:

• (i) 12,235,000 shares of our common stock underlying the awards issued under Sauvegarder IM’s 2024 Incentive Award Plan (the “2024 Plan”) and (ii) 2,848,600 shares of Company Common Stock after this offering reserved for issuance under the 2024 Plan, in each case that will be assumed by Spectral IP as part of the Reorganization, as well as any future increases in the number of shares of Company Common Stock reserved for issuance under the 2024 Plan;

• the exercise by the underwriters of their option to purchase up to 562,500 additional shares of Company Common Stock from us to cover over-allotments, if any; and

• 100,804 shares of our Company Common Stock issuable upon exercise of the placement agent warrant issued by the Company to Dominari on March 26, 2025; and

To the extent any outstanding options or other rights are exercised, or we issue additional equity or convertible securities in the future, there will be further dilution to new investors.

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SAUVEGARDER IM Management’s discussion and analysis of financial condition and results of operations

The following should be read in conjunction with our financial statements and related notes appearing elsewhere in this prospectus. The following discussion contains “forward-looking statements” that reflect our future plans, estimates, beliefs and expectations. We caution that assumptions, expectations, projections, intentions or beliefs about future events may vary materially from actual results. Some of the key factors which could cause actual results to vary from our expectations include the factors discussed elsewhere in this prospectus, all of which are difficult to predict. In light of these risks, uncertainties and assumptions, the forward-looking events discussed may not occur. “Cautionary Statement Regarding Forward-Looking Statements” and “Risk factors” (included elsewhere in this prospectus) contain important information. We do not undertake any obligation to publicly update any forward-looking statements except as otherwise required by applicable law.

Basis of Presentation

Sauvegarder IM was formed in Delaware on March 25, 2024 and SIM Tech Licensing was formed on January 22, 2024. Effective March 18, 2025, Sauvegarder IM converted from a Delaware corporation to a Texas corporation. On August 13, 2024, the holders of the outstanding Licensing LLC Interests exchanged their Licensing LLC Interests with Sauvegarder IM in exchange for 200,000 shares of Company Common Stock. SIM IP was formed on March 7, 2024 as a Delaware corporation and wholly-owned subsidiary of Spectral AI to advance artificial intelligent intellectual property with a specific emphasis on healthcare. Effective April 4, 2025, SIM IP converted from a Delaware corporation to a Texas corporation. Prior to this offering and the Reorganization, the Company will acquire all of the outstanding equity interests in Sauvegarder IM in exchange for the Reorganization Shares, pursuant to the exemption from registration provided by Section 4(a)(2) of the Securities Act. The Reorganization will occur prior to the effectiveness of this registration statement of which this prospectus is a part.

The financial statements and results of operations in this section are presented for Sauvegarder IM as of December 31, 2024 and for the period from March 25, 2024 (inception) to December 31, 2024, and as of March 31, 2025 and for the three-month period ended March 31, 2025. Unless otherwise indicated, the historical financial information presented in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” does not give pro forma effect to the Reorganization.

Overview

Sauvegarder IM is focused on IP-related transactions. Sauvegarder IM is a manager of IP assets focused on IP-based financing, investment and monetization opportunities, including enforcement and licensing, across jurisdictions, primarily focusing on the United States, Europe and Asia.

At this time, our primary focus is on the following areas:

• IP Litigation Investment — financing litigation, primarily IP focused litigation.

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We also intend to expand our operations into the following areas as the opportunity arises:

• IP Royalty Acquisition — the acquisition of royalties to be received by a target company based on prior licensing of IP.

Since our inception, we have been primarily focused on monetization activities focused on IP assets, including licensing and enforcement and litigation investment. These are areas where our management has the most experience and we believe we have the most current opportunities given our access to capital has been limited to date. As our business grows, and our access to capital increases, we intend to develop our IP finance and IP royalty acquisition businesses.

As indicated in the accompanying financial statements, at March 31, 2025, we had a cash and cash equivalents balance of $6,446,448 and deferred offering costs of $687,120.

Recent Developments

Bridge Financing

On March 18, 2025, Sauvegarder IM entered into subscription agreements with certain accredited investors for the sale of approximately 2,520,090 shares of Sauvegarder IM, pursuant to which such investors agreed to purchase an aggregate 1,680,060 of common stock of Sauvegarder IM at a price per share of $4.00, plus an additional one-half (½) of a share of common stock for each share of Sauvegarder IM purchased (for an aggregate 840,030). Such Sauvegarder Bridge Financing closed on March 26, 2025 and such shares were issued in reliance upon the exemption from the registration requirements of the Securities Act, as set forth in Section 4(a)(2) and Rule 506(b) of Regulation D under the Securities Act. Dominari Securities LLC acted as a placement agent in Sauvegarder Bridge Financing. In addition to payment of a cash fee of $388,214.28, or 6% of the total purchase price of the shares sold in the financing to the investors introduced by the placement agent, and $2,500, or 1% of the total purchase price of the shares sold to all other investors in the financing, Sauvegarder IM issued Dominari Securities LLC a five-year warrant to purchase up to 100,804 shares of common stock, exercisable on a cashless basis, with an exercise price of $4.60 per share, subject to adjustment. Dominari also received 50% of the escrow account interest earned in this financing in the amount of $13,964.98.

Transactions with SIM Licensing prior to common control acquisition of SIM Licensing

SIM Licensing Promissory Note

On April 21, 2024, Sauvegarder IM entered into a short-term promissory note (the “SIM Licensing Promissory Note”) with SIM Licensing, a related party under common ownership, where SIM Licensing loaned up to $50,000, to Sauvegarder IM in exchange for the SIM Licensing Promissory Note. The SIM Licensing Promissory Note bears no interest. The SIM Licensing Promissory Note has a maturity date of the earlier of:

(i) December 31, 2024; or

(ii) three (3) business days after the date on which Sauvegarder IM consummates a financing of no less than Two Million Dollars ($2,000,000).

On August 6, 2024 the SIM Licensing Promissory Note between SIM Licensing and Sauvegarder IM had a $0 balance and was terminated.

Advance Agreement

On August 6, 2024, SIM Licensing and Sauvegarder IM, entered into an Expense Advancement Agreement (the “Expense Advancement Agreement”), whereas Sauvegarder IM agreed to advance funds in the form of loans to SIM Licensing as may be necessary to fund up to $100,000 of expenses incurred or to be incurred by SIM Licensing

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in connection with any potential IP transactions. All amounts borrowed by SIM Licensing under the Expense Advancement Agreement shall be repaid on or before December 31, 2024. To date, Sauvegarder IM has entered into a promissory note in the amount of $40,000, as disclosed below, under the Expense Advancement Agreement. As noted below, effective August 13, 2024, SIM Licensing is a wholly owned subsidiary of Sauvegarder IM and therefore, post the acquisition date, these transactions are eliminated in consolidation.

Second SIM Licensing Promissory Note

On August 7, 2024, Sauvegarder IM entered into a short-term promissory note (the “Second SIM Licensing Promissory Note”) with SIM Licensing, a related party under common ownership, where Sauvegarder IM loaned $40,000, to SIM Licensing in exchange for the Second SIM Licensing Promissory Note. The Second SIM Licensing Promissory Note has a maturity date of December 31, 2024 and bears interest at 4.95%, compounded annually. As noted below, effective August 13, 2024, SIM Licensing is a wholly owned subsidiary of Sauvegarder IM and therefore, post the acquisition date, these transactions are eliminated in consolidation.

On March 31, 2025, Sauvegarder IM enter into the Master Secured Intercompany Promissory Note with SIM1, SIM2, SIM IP 3 LLC (“SIM3”), SIM IP 4 LLC (“SIM4”), SIM IP 5 LLC (“SIM5”), SIM6, SIM HXR, SIM IP LIT-B LLC (“SIM LIT-B”), SIM IP LIT-X LLC (“SIM LIT-X”), GP Pool IP Protection (“GP Pool”), Nixu FL, SForce IP Protection LLC (“SForce”), SIM Entertainment Litigation, SIM IP Licensing Advisors LLC (“SIM Advisors”), SIM Tech Licensing, (collectively, the “Debtors”) pursuant to which the Debtors promised to pay to Sauvegarder IM the principal amount equal to the unpaid principal amount of all advances made from time to time by Sauvegarder IM to the Debtors (“Intercompany Promissory Note”). The Intercompany Promissory Note replaced the Second SIM Licensing Promissory Note. Pursuant to the Master Secured Intercompany Promissory Note, Sauvegarder IM entered into the Pledge and Security Agreement with the Debtors on March 31, 2025, pursuant to which the Debtors granted Sauvegarder IM a first priority security interest in all of the Debtors’ assets.

Consulting Agreements

On June 1, 2024, Sauvegarder IM entered into consulting agreements (the “Consulting Agreements”) with David Kutcher (co-founder, Chief Financial Officer and director), Erich Spangenberg (co-founder, Chief Executive Officer and director), and Brian Berman (co-founder and Director — Business Development) to provide consulting services commencing on June 1, 2024 and ending on July 31, 2024, in relation to services of Sauvegarder IM and related parties. As consideration Sauvegarder IM agreed to pay each of the parties above, $30,000, in $10,000 increments on or before June 30, July 15, and July 31, 2024. During the period from March 25, 2024 (inception) through December 31, 2024, $90,000 fees were incurred in relation to these Consulting Agreements and the fees were paid and recorded within general and administrative expenses on the consolidated statement of operations.

Erich Spangenberg, is a founder and chief executive officer of Sauvegarder IM. Additionally, he was on the board of directors of Spectral AI until May 28, 2025, and is the chief executive officer of SIM IP, a Texas Corporation and wholly-owned subsidiary of Spectral AI, upon which Sauvegarder IM is consummating the Reorganization as described in Note 1 of the unaudited condensed consolidated financial statements of Sauvegarder IM as of March 31, 2025 and for the three-month period ended March 31, 2025.

Exchange Agreement

On August 13, 2024, SIM Management GP LLC (“Management GP”) and Sauvegarder IM entered into an Exchange Agreement (the “Exchange Agreement”). Prior to entering into the Exchange Agreement, Management GP owned 100% of the outstanding membership interests in SIM Licensing. SIM Licensing owned 100% of the outstanding membership interests in SIM IP 1 LLC (“SIM1”) and SIM2. Pursuant to the Exchange Agreement, Management GP transferred all outstanding membership interests in SIM Licensing (the “Acquired Entities”) to the Company, in exchange for the issuance of 200,000 shares of the Company’s common stock. The fair value of the common stock at issuance was $0.35 per share. Following the Exchange Agreement, the Acquired Entities became wholly owned subsidiaries of the Company.

The Company considered ASC 805, Business Combinations (“ASC 805”), in determining how to account for the transaction. As the transaction was between entities that were ultimately controlled by the same parties, the acquisition has been treated as a common control transaction under ASC 805 and ASC 805-50, Business Combinations — Related Issues (“ASC 805-50”). Therefore, the carrying value of contributed assets and liabilities assumed remained unchanged and was recorded at historical cost as of the acquisition date, which was determined to be August 13, 2024. Management notes in accordance with ASC 805-50, any differences between the consideration transferred and the carrying value of

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the net assets is considered an equity transaction that would be eliminated in consolidation, and therefore, no gain or loss would be recognized in the unaudited condensed consolidated financial statements. Management notes only equity consideration was transferred and therefore, the equity was recorded at the value of the net assets received.

The information presented below reflects the historical balances of the assets acquired and liabilities assumed as of the acquisition date:

Cash and cash equivalents	$	16,735
Related party note receivable		1,000,000
Notes receivable, net(1)		—
Other long-term liabilities		(509,228	)
Related party loan (subsequently intercompany)		(40,000	)
Due to stockholder (related party) note payable		(1,000,000	)
Net assets (liabilities) acquired	$	(532,493	)

____________

(1) Prior to entering into the Exchange Agreement, SIM Licensing had funded $486,397 in relation to the Ona Promissory Note and had established a full credit allowance against that balance.

Note Receivable, Note Payable and Assignment of Note Payable

On March 18, 2024, SIM Licensing and Spectral IP, entered into a promissory note and security agreement, pursuant to which SIM Licensing loaned $1 million to Spectral IP (the “SIM Licensing Note”), with an interest rate of 8% per annum and a one-year maturity.

On March 19, 2024, SIM Licensing and IP Protocol, LLC (“IP Protocol”), an affiliated entity through common ownership, entered into a promissory note and security agreement, pursuant to which IP Protocol loaned $1 million to SIM Licensing (the “IP Protocol Note”), with an interest rate of 8% per annum and a one-year maturity.

Sauvegarder IM acquired the SIM Licensing Note and IP Protocol Note as part of the Exchange Agreement between Management GP and Sauvegarder IM, as described above.

On August 28, 2024, SIM Licensing assigned the SIM Licensing Note to IP Protocol, LLC, in which IP Protocol received all of the rights of SIM Licensing with respect to the SIM Licensing Note. As of December 31, 2024, following the assignment, the SIM Licensing Note and IP Protocol Note, were no longer included on Sauvegarder IM’s unaudited condensed consolidated balance sheet.

Patent Transaction

Sauvegarder IM acquired the following commitment and funding agreement as part of the common control acquisition of SIM Licensing on August 13, 2024.

On January 26, 2024, Granicus IP, LLC (“Granicus”), a related party under common ownership, assigned all rights and obligations in association with the Patent Transaction, as defined below, inclusive of a promissory note (“Ona Promissory Note”) whereby Granicus agreed to fund certain monetization costs expected to be incurred by Ona Patents SL (“Ona”) in connection with the Patent Transaction (“Funding Commitment”) up to a maximum of $3,000,000. This promissory note matures on or before September 1, 2026, and Sauvegarder IM, as a result of the Exchange Agreement, has an interest in certain proceeds which may be recovered by Ona.

Included in the rights assigned by Granicus, was also a security interest in the IP related to the Patent Transaction to secure the Ona Promissory Note. The patent security agreement was subsequently amended to provide funding under the Second Ona Promissory Note. On February 5, 2025, SIM Licensing agreed to fund separately from the funding commitment, an additional €1,000,000 ($1,056,100) (the “Second Ona Promissory Note”) for the purpose of funding certain security payments that Ona was required to pay in relation to two lawsuits related to the Patent Transaction. The security payments were not contemplated by the Ona Promissory Note, and the Company entered into a second promissory note with Ona. The Second Ona Promissory Note bears interest in the event of default of 22% and matures on or before September 1, 2026. The funding is collateralized by the IP owned by Ona related to the Patent Transaction. As of March 31, 2025, the Company determined that an amicable resolution is not likely to be reached in the near term, in part because of the significant value that Ona places on the IP and claims being asserted and has established a full credit allowance against that balance.

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Separately, on March 5, 2024 SIM Tech Licensing entered into a funding agreement (the “Funding Agreement”) with a lender (the “Funder”). SIM Tech Licensing is a party to, and has certain rights to, a transaction (“Patent Transaction”) pursuant to which a third-party company has acquired 16 patents (and the right to license additional unrelated patents) covering fundamental aspects of geolocation technology, which will be asserted in court.

The Funder, in order to take part in the Patent Transaction, will provide up to a €1.0 million line of credit (the “Credit Line”). The proceeds on the line of credit are strictly to be used to pay counsel, experts, and court costs in relation to the Patent Transaction. Further, the increments of withdrawal were €300,000 as an initial draw and up to €150,000 per calendar quarter, which Funder agrees to fund within ten (10) business days after the first day of each calendar quarter (January 1, March 1, July 1, and October 1) until the maximum is extended under the Credit Line. The Funding Agreement also provided Funder with a right to participate in recoveries related to the Patent Transaction.

On December 17, 2024, the Funding Agreement was amended by the Funder and SIM Licensing (the “Funding Agreement Amendment”) to clarify that the line of credit shall be non-recourse other than with respect to the proceeds received in relation to the Patent Transaction.

In addition, the Funding Agreement Amendment amended Funder’s right to participate in any recoveries related to the Patent Transaction as follows:

a. If the initial public offering (“IPO”) of Sauvegarder IM closes on or before June 30, 2025, then Funder would receive:

i. 3.0x capital actually deployed under the Credit Line

ii. 15.0% of the total amount received by the Company from the Patent Transaction after deducting any applicable value-added tax (“Total Recovery After VAT”) payable to SIM Licensing

b. If the IPO of Sauvegarder IM does not close on or before June 30, 2025, then Funder will receive:

i. 3.0x committed capital of €1,000,000

ii. 50% of the Total Recovery After VAT payable to SIM Licensing

As of March 31, 2025, Sauvegarder IM determined that an amicable resolution is not likely to be reached in the near term, in part because of the significant value that Ona places on the IP and claims being asserted.

As of March 31, 2025, Sauvegarder IM has withdrawn €578,694 ($624,690) in relation to the Funding Agreement, which is included in the consolidated balance sheet within other long-term liabilities. A foreign transaction exchange loss of $25,511 was recorded during the three months ended March 31, 2025 and is included within general and administrative expenses on the condensed consolidated statement of operations.

As of March 31, 2025, Sauvegarder IM has €421,306 ($455,485) of unused credit lines with the Funder, available for withdrawal.

Reorganization

On November 4, 2024, Sauvegarder IM entered into a Purchase Agreement (the “Purchase Agreement”) with SIM IP. SIM IP was formed on March 7, 2024 to advance artificial intelligent intellectual property with a specific emphasis on healthcare. Pursuant to the Purchase Agreement, SIM IP will acquire all of the outstanding common stock of Sauvegarder IM in exchange for issuing to the Legacy SIM Holders 21,399,851 shares of common stock of SIM IP and 22,827,380 shares of preferred stock of SIM IP upon certain conditions being met including conditional approval to list our shares on Nasdaq. Additionally, Spectral AI has agreed to forfeit all shares of Spectral IP it holds other than 1,849,102, which is the value the parties attribute to the intellectual property license agreement held by Spectral IP. The Reorganization will occur prior to the effectiveness of this registration statement of which this prospectus is a part.

Adoption of 2024 Equity Incentive Plan

Sauvegarder IM adopted its 2024 Equity Incentive Plan on December 30, 2024, to provide equity-based compensation incentives in the form of options, stock appreciation rights, restricted stock, and restricted stock units, to purchase the Sauvegarder IM’s common stock in order to attract and retain qualified personnel, directors and consultants and align their interests with those of the Sauvegarder IM’s stockholders. Upon adoption, an aggregate of 12,500,000 shares of

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common stock were reserved for grant and issuance pursuant to the Equity Incentive Plan. Pursuant to the terms of the plan, the number of shares available for issuance was increased by 2,583,600 on January 1, 2025, such that a total of 15,083,600 shares were authorized under the plan.

Issuance of Stock Options

On December 30, 2024, Sauvegarder IM approved the grant of non-qualified stock options to employees and consultants to purchase an aggregate of 8,019,864 and 1,845,000 shares of common stock of the Company at an exercise price of $1.15 per share. On May 1, 2025, Sauvegarder IM (i) approved the grant of non-qualified stock options to employees to purchase an aggregate of 1,144,907 shares of common stock of the Company at an exercise price of $4.00 per share, and (ii) terminated a grant of 35,000 shares dated February 19, 2025 to a service provider.

On February 19, 2025, Sauvegarder IM approved the grant of non-qualified stock options to employees and consultants to purchase an aggregate of 550,000 shares of common stock of the Company at an exercise price of $2.68 per share.

On March 19, 2025, Sauvegarder IM approved and granted 1,950,000 stock options to a director, employees and consultants of the Company. The exercise price for these options is $2.68 and the options vest upon achievement of performance-based conditions.

On March 25, 2025, Sauvegarder IM approved and granted 100,000 stock options to a consultant of the Company. The exercise price for these options is $2.68 and the options vest upon achievement of performance-based conditions.

On April 3, 2025, Sauvegarder IM approved and granted 150,000 stock options to a consultant of the Company. The exercise price for these options is $2.68 and the options vest upon either service or performance-based vesting conditions.

On May 6, 2025, Sauvegarder IM approved and granted and aggregate of 85,000 stock options to consultants of the Company. The exercise price for these options is $2.68 and the options vest upon performance-based vesting conditions.

Repriced Market Condition Awards

On May 1, 2025, Sauvegarder IM amended certain grants to employees of the Company to either 1) reduce the number of options granted and 2) reduce the exercise price from $4.60 to $4.00.

Execution of Executive Employment Agreements

On December 30, 2024, Sauvegarder IM entered into employment agreements with its Chief Executive Officer and Chief Financial Officer. The base annual salary for the Chief Executive Officer and Chief Financial Officer was $250,000 prior to the initial public offering, and effective upon the completion of the initial public offering, it is anticipated that their compensation will be increased to $360,000 annually.

On December 30, 2024, the Chief Executive Officer and Chief Financial Officer were awarded stock options under the 2024 Equity Incentive Plan at an exercise price of $1.15 per share. For each option grant, 1/12th of the shares subject to the option will vest on the first monthly anniversary of the December 30, 2024 vesting commencement date and on each monthly anniversary thereafter, subject to the employee’s continued service to us through the applicable vesting date.

On December 30, 2024, the Chief Executive Officer and Chief Financial Officer were awarded special performance awards of stock options under the 2024 Equity Incentive Plan, all of which were out-of-the-money as of the date of grant, with fifty-percent (50%) of the award subject to exercise prices of $5 per share, and the remaining fifty-percent (50%) subject to exercise prices of $10 per share. For these special performance awards, fifty-percent (50%) vests upon the achievement of market capitalization levels for the Sauvegarder IM’s common stock that exceeds $250,000,000 for at least 20 days of 30 trading days, and the remaining fifty-percent (50%) vests upon the achievement market capitalization levels for the Sauvegarder IM’s common stock that exceeds $500,000,000 for at least 20 days of 30 trading days, in all cases, subject to the executives’ continued services with Sauvegarder IM through the date of vesting.

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On March 19, 2025, Sauvegarder IM determined to reprice the special performance awards of stock options from $10.00 and $5.00, as originally set, to a lower exercise price of $8.60 and $4.60. On May 1, 2025, Sauvegarder IM determined to reprice the special performance awards of stock options from $8.60 and $4.60, as modified, to a lower exercise price of $4.00 to reflect the anticipated public offering price.

SIM Entertainment Litigation Fund

On February 28, 2025, a wholly-owned subsidiary of Sauvegarder IM SIM Entertainment Litigation Fund LLC (“SIM Entertainment Litigation”), entered into an agreement with Sergei Bespalov & Associates (“Sourcing Agent”) pursuant to which Sourcing Agent will identify and source creative talent with meritorious legal claims against studios, production companies, streaming platforms, networks, and others, including, without limit, content creators, licensors and distributors. Sourcing Agent will also engage approved legal counsel and propose an assessment and budget. If SIM Entertainment Litigation approves a case, it will provide funding for the related monetization activities, including litigation. SIM Entertainment Litigation’s intention is to provide at least $5.0 million in funding for such monetization activities and enter into at least ten funding agreements in respect of such cases per year. No funding from this agreement has been provided through March 31, 2025.

SIM HXR Patent Acquisition and Extension

On January 29, 2025, SIM IP HXR LLC (“SIM HXR”), a wholly-owned subsidiary, entered into a Patent Purchase Agreement (the “HXR” Patent Purchase Agreement”), pursuant to which SIM HXR agreed to purchase 500+ patents and patent applications related to haptics and extended reality technologies for a purchase price of $30 million. Sauvegarder IM and/or SIM HXR will need to raise capital in addition to that of the IPO in order to close the transaction entered into by SIM HXR. There can be no assurances that Sauvegarder IM and/or SIM HXR will do so, or can do so, on terms that are attractive to Sauvegarder IM.

The HXR Patent Purchase Agreement was subsequently amended on May 28, 2025 to extend the closing date to May 30, 2025, and again on May 30, 2025 extending the date to May 31, 2025. On May 31, 2025, the closing date was further extended; provided, that if closing occurs after June 30, 2025 the parties will negotiate in good faith to reduce certain negative tax consequences to the seller. There can be no assurance that Sauvegarder IM will have adequate funding to complete this purchase in its entirety.

Key Factors Affecting Our Performance

Limited Operating History

We have a limited operating history and there is limited historical financial information upon which to base an evaluation of our performance. Our prospectus must be considered in light of the uncertainties, risks, expenses, and difficulties frequently encountered by companies in their early stages of operations. As we are recently incorporated, our audited financial statements for the period from March 25, 2024 (inception) to December 31, 2024 presented in this prospectus, does not present results for the full twelve-month period or for any prior periods.

Public Company Expenses

Following the Reorganization and this offering, we expect to incur increased expenses as a result of being a public company (for legal, insurance, financial reporting, accounting and auditing compliance), as well as for operating expenses and those related to sourcing, due diligence and executing IP-related transactions. We expect our expenses to increase substantially after the closing of this offering.

Results of Operations and Known Trends or Future Events

We have not generated any revenues to date. Our only activities since inception have been organizational activities, those related to the IP-related transactions described herein and those necessary to prepare for this offering. We currently do not know when we will generate revenues, if ever. We will generate non-operating income in the form of interest income on cash and cash equivalents after this offering. There has been no significant change in our financial or trading position and no material adverse change has occurred since the date of our unaudited financial statements. Additionally, we expect our future operational results and expenses to be subject to fluctuations from period to period.

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Liquidity and Capital Resources

We have not generated any revenues to date. Our only activities since inception have been organizational activities, those related to the IP-related transactions described herein and those necessary to prepare for this offering. As indicated in the accompanying financial statements, at March 31, 2025, we had $6,446,448 in cash. Our liquidity needs have been satisfied prior to the completion of this offering through the sale of Series A preferred stock, and common stock. In addition, on March 18, 2025, the Company entered into subscription agreements (“Pre-IPO Subscription Agreements”) with multiple investors. The investors have agreed to purchase 1,680,060 shares of common stock, at $4.00 per share, for an aggregate purchase price of approximately $6,720,240. For each share of common stock purchased in relation to the Pre-IPO Subscription Agreements, the Company issued one-half (1/2) share of common stock, for a total of 840,030 shares, subject to a lock-up per the Bonus Share Lock-Up Agreement. The Company closed the financing pursuant to the Pre-IPO Subscription Agreements on March 26, 2025. Further, we have incurred and expect to continue to incur significant costs in pursuit of our financing and acquisition plans. Management plans to address this additional uncertainty through this offering. We cannot assure you that our plans to raise capital will be successful.

We estimate that the net proceeds from the sale of Company Common Stock in this offering, after deducting offering expenses and underwriting commissions, will be sufficient to fund our near-term operations. We do not believe we will need to raise additional funds following this offering in order to meet the expenditures required for operating our business for the next twelve months. However, if our estimates of the costs of are less than the actual amount necessary to do so, or we have a surplus of high-quality IP-related transactions to close, we may have insufficient funds available, and these estimates may differ materially from our actual expenses. In order to fund working capital deficiencies or finance transactions in connection we may need to raise additional equity or debt.

Controls and Procedures

We are not currently required to comply with the SEC’s rules implementing Section 404 of Sarbanes Oxley, and are therefore not required to make a formal assessment of the effectiveness of our internal control over financial reporting for that purpose. Upon becoming a public company, we will be required to comply with the SEC’s rules implementing Section 302 of the Sarbanes-Oxley Act of 2002, which will require our management to certify financial and other information in our quarterly and annual reports and provide an annual management report on the effectiveness of our internal control over financial reporting. We will not be required to make our first assessment of our internal control over financial reporting under Section 404 until our second annual report after becoming a public company.

Further, our independent registered public accounting firm is not yet required to formally attest to the effectiveness of our internal controls over financial reporting, and will not be required to do so for as long as we are an “emerging growth company” pursuant to the provisions of the JOBS Act. See “Summary — Emerging Growth Company Status.”

Quantitative and Qualitative Disclosures about Market Risk

Market risk represents the risk of loss that may impact our financial position because of adverse changes in financial market prices and rates. Our market risk exposure is primarily a result of exposure resulting from potential changes in interest rates.

Interest rate risk

Our cash and cash equivalents consist of cash held in readily available checking accounts. As of March 31, 2025, we did not hold any financial instruments for trading purposes, nor used any derivative financial instruments to manage interest risk exposure. Our primary exposure to market risk is interest rate sensitivity, which is affected by changes in the general level of U.S. interest rates.

Off-Balance Sheet Arrangements; Commitments and Contractual Obligations

As of March 31, 2025, we did not have any off-balance sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation S-K and did not have any commitments or contractual obligations.

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JOBS Act

The JOBS Act contains provisions that, among other things, relax certain reporting requirements for qualifying public companies. We will qualify as an “emerging growth company” and under the JOBS Act will be allowed to comply with new or revised accounting pronouncements based on the effective date for private (not publicly traded) companies. We are electing to delay the adoption of new or revised accounting standards, and as a result, we may not comply with new or revised accounting standards on the relevant dates on which adoption of such standards is required for non-emerging growth companies. As a result, our financial statements may not be comparable to companies that comply with new or revised accounting pronouncements as of public company effective dates.

Additionally, we are in the process of evaluating the benefits of relying on the other reduced reporting requirements provided by the JOBS Act. Subject to certain conditions set forth in the JOBS Act, if, as an “emerging growth company,” we choose to rely on such exemptions we may not be required to, among other things, (i) provide an independent registered public accounting firm’s attestation report on our system of internal controls over financial reporting pursuant to Section 404, (ii) provide all of the compensation disclosure that may be required of non-emerging growth public companies under the Dodd-Frank Wall Street Reform and Consumer Protection Act, (iii) comply with any requirement that may be adopted by the PCAOB regarding mandatory audit firm rotation or a supplement to the report of the independent registered public accounting firm providing additional information about the audit and the financial statements (auditor discussion and analysis), and (iv) disclose certain executive compensation related items such as the correlation between executive compensation and performance and comparisons of the CEO’s compensation to median employee compensation. These exemptions will apply for a period of five years following the completion of this offering or until we are no longer an “emerging growth company,” whichever is earlier.

Emerging growth company and smaller reporting company status

We expect to be an emerging growth company, as defined in the Jumpstart Our Business Startups Act of 2012. Under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards issued subsequent to the enactment of the JOBS Act until such time as those standards apply to private companies. We have elected to use this extended transition period for complying with new or revised accounting standards that have different effective dates for public and private companies until the earlier of the date we (i) are no longer an emerging growth company or (ii) affirmatively and irrevocably opt out of the extended transition period provided in the JOBS Act. As a result, our financial statements may not be comparable to companies that comply with new or revised accounting pronouncements as of public company effective dates.

We are also a “smaller reporting company” as defined in the Exchange Act. We may continue to be a smaller reporting company even after we are no longer an emerging growth company. We may take advantage of certain of the scaled disclosures available to smaller reporting companies and will be able to take advantage of these scaled disclosures for so long as the market value of our voting and non-voting Company Common Stock held by non-affiliates is less than $250.0 million measured on the last business day of our second fiscal quarter, or our annual revenue is less than $100.0 million during the most recently completed fiscal year and the market value of our voting and non-voting Company Common Stock held by non-affiliates is less than $700.0 million measured on the last business day of our second fiscal quarter.

Recent accounting pronouncements

See Note 2 to our unaudited condensed consolidated financial statements included elsewhere in this prospectus for more information about recent accounting pronouncements, the timing of their adoption, and our assessment, to the extent we have made one yet, of their potential impact on our financial condition of results of operations.

Quantitative and qualitative disclosures about market risk

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Spectral IP Management’s discussion and analysis of financial conditions and results of operations

Basis of Presentation

The Company was formed on March 7, 2024 as a Delaware corporation and wholly-owned subsidiary of Spectral AI to advance intellectual property in the broader AI ecosystem with a specific emphasis on healthcare. Prior to this offering and the Reorganization, the Company will acquire all of the outstanding equity interests in Sauvegarder IM in exchange for the Reorganization Shares, pursuant to the exemption from registration provided by Section 4(a)(2) of the Securities Act. Effective April 4, 2025, the Company converted from a Delaware corporation to a Texas corporation. The Reorganization will occur prior to the effectiveness of this registration statement of which this prospectus is a part.

The financial statements and results of operations in this section are presented for Spectral AI as of December 31, 2024 and for the period from March 7, 2024 (inception) to December 31, 2024, and as of March 31, 2025 and for the three month-period ended March 31, 2025. Unless otherwise indicated, the historical financial information presented in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” does not give pro forma effect to the Reorganization.

Overview

The Company was formed in March 2024 as a wholly-owned subsidiary of Spectral AI to focus on advancing intellectual property in the broader AI ecosystem through acquisitions, strategic partnerships and collaborations with AI technology providers, healthcare institutions, and research organizations to accelerate innovation and expand market reach.

The board of directors of Spectral AI determined that pursuing the offering, Reorganization represented the most compelling path to enhancing value for its stockholders.

Recent Developments

Note Payable and Assignment of Note Payable

On March 18, 2024, SIM Licensing and Spectral IP entered into a promissory note and security agreement, pursuant to which SIM Licensing loaned $1 million in Spectral IP (the “SIM Licensing Note”), with an interest rate of 8% per annum and a one-year maturity.

Sauvegarder IM acquired the SIM Licensing Note and IP Protocol Note as part of the Exchange Agreement between Management GP and Sauvegarder IM, as described above. On August 28, 2024, SIM Licensing assigned the Note to IP Protocol, an affiliated entity through common ownership, in which IP Protocol received all of the rights of SIM Licensing with respect to the Note. As of December 31, 2024, following the assignment, the SIM Licensing Note and IP Protocol Note, were no longer included on Sauvegarder IM’s audited consolidated balance sheet.

On October 1, 2024, the SIM Licensing Note was amended to (i) reduce the annual interest rate from 8% to 4%, (ii) extend the term of the SIM Licensing Note through the second anniversary of the issuance date, March 18, 2026, (iii) include a conversion feature at the option of either IP Protocol or the Company to convert the then outstanding principal and accrued but unpaid interest into shares of the Parent at any time (into such number of shares calculated

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by taking a five percent (5.00%) discount to the closing price of the Parent Common Stock on the day prior to the date of notice to the Company of the exercise of the conversion right) and at maturity, respectively, and (iv) provide for registration rights of any shares of the Parent issued in satisfaction of the outstanding obligations.

On December 2, 2024, IP Protocol sold $400,000 of the SIM Licensing Note to Eleven Ventures, LLC (“Eleven Ventures”). In connection with the purchase and execution of the agreement, Eleven Ventures elected to convert the full sale price into shares of the Parent. The Parent issued 221,606 shares to Eleven Ventures on December 9, 2024. Thereafter, IP Protocol issued separate conversion notices to the Parent on December 26th and two notices on December 30th for the conversion of the remaining $600,000 of the principal amount plus all accrued and unpaid interest due and owing under the SIM Licensing Note. The Parent issued 38,043, 156,022 and 125,325 shares of its common stock, respectively, for each conversion notice. As of December 30, 2024, there were no further obligations remaining with respect to the SIM Licensing Note.

License of Intellectual Property

On May 5, 2025, Spectral AI and SIM IP finalized and entered into an intellectual property license pursuant to which the Company received a worldwide, non-exclusive, license to Spectral AI’s 1 patent asset for the purposes of commercializing and monetizing outside the core areas of focus of Spectral AI on market terms and conditions that are to be finalized.

Reorganization

On November 4, 2024, SIM IP entered into a Purchase Agreement with Sauvegarder IM. Sauvegarder IM was formed on March 25, 2024 with a focus on IP-related transactions. Pursuant to the Purchase Agreement, as amended, SIM IP will acquire all of the outstanding common stock of Sauvegarder IM in exchange for issuing to the Legacy SIM Holders 21,399,851 shares of common stock of SIM IP and 22,827,380 shares of preferred stock of SIM IP. Additionally, Spectral AI has agreed to forfeit all shares of Spectral IP it holds other than 1,849,102, which is the value the parties attribute to the intellectual property license agreement held by Spectral IP. Such Reorganization will be completed prior to the effectiveness of this prospectus. In connection with the Reorganization, SIM IP will also assume Sauvegarder IM’s 2024 Equity Incentive Plan and all outstanding awards in connection with the Reorganization. The shares issued in the Reorganization will be issued pursuant to the exemption from registration provided by Section 4(a)(2) of the Securities Act. SIM IP will complete the Reorganization prior to the consummation of this offering. The Reorganization is contingent upon SIM IP satisfying (or being substantially certain to satisfy) all necessary preconditions to list the Company’s shares of common stock on Nasdaq.

Key Factors Affecting Our Performance

Limited Operating History

The Company has a limited operating history and there is limited historical financial information upon which to base an evaluation of our performance. As the Company was recently incorporated, the financial statements for the period ended from March 7, 2024 (inception) to December 31, 2024 presented in this prospectus does not present results for the full twelve-month period or for any prior periods.

Public Company Expenses

Results of Operations and Known Trends or Future Events

The Company has not generated any revenues to date. The only activities since inception have been organizational activities, and those necessary to prepare for the transactions contemplated hereby. We currently do not know when we will generate revenues, if ever. There has been no significant change in our financial or trading position and no material adverse change has occurred since the date of our audited financial statements.

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Liquidity and Capital Resources

We have not generated any revenues to date. Our only activities since inception have been organizational activities, and those related to the transactions described herein. As indicated in the accompanying financial statements, at March 31, 2025, we had working capital of $340,551. Our liquidity needs have been satisfied through the issuance of a promissory note.

Controls and Procedures

Quantitative and Qualitative Disclosures about Market Risk

Interest rate risk

Off-Balance Sheet Arrangements; Commitments and Contractual Obligations; Quarterly Results

As of March 31, 2025, we did not have any off-balance sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation S-K and did not have any commitments or contractual obligations. No unaudited quarterly operating data is included in this prospectus as we have not conducted any operations to date.

JOBS Act

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statements (auditor discussion and analysis), and (iv) disclose certain executive compensation related items such as the correlation between executive compensation and performance and comparisons of the CEO’s compensation to median employee compensation. These exemptions will apply for a period of five years following the completion of this offering or until we are no longer an “emerging growth company,” whichever is earlier.

Emerging growth company and smaller reporting company status

Recent accounting pronouncements

See Note 3 to our unaudited condensed financial statements included elsewhere in this prospectus for more information about recent accounting pronouncements, the timing of their adoption, and our assessment, to the extent we have made one yet, of their potential impact on our financial condition of results of operations.

Quantitative and qualitative disclosures about market risk

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Business

Overview

We are focused on IP-related transactions. We are a manager of IP assets focused on IP-based financing, investment and monetization opportunities, including enforcement and licensing, across jurisdictions, primarily focusing on the United States, Europe and Asia.

At this time, our primary focus is on the following areas:

• IP Litigation Investment — financing litigation, primarily IP focused litigation.

We also intend to expand our operations into the following areas as the opportunity arises:

• IP Royalty Acquisition — the acquisition of royalties to be received by a target company based on prior licensing of IP.

Since our inception, we have been primarily focused on monetization activities focused on IP assets, including licensing and enforcement through litigation investment. These are areas where our management has the most experience and we believe we have the most current opportunities given our access to capital has been limited to date. As our business grows, and our access to capital increases, we intend to develop our IP finance and IP royalty acquisition businesses.

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sourcing and analyzing various opportunities, primarily those focused on monetization and litigation, in an efficient and cost-effective manner. Other members of our executive team, including David Kutcher, director, chief financial officer and senior managing director — credit, has 14+ years’ experience investing across asset classes and security types, and Jennifer Burdman, managing director, has over 20 years of experience in evaluating, licensing, and enforcing the rights associated with IP assets in her capacity as outside counsel and in-house counsel and Colin Bristow, managing director, has 15 years’ experience evaluating and investing in the healthcare space.

On August 5, 2024, Sauvegarder IM filed a US trademark application for SAUVEGARDER INVESTMENT MANAGEMENT. The Serial Number is 98683466. This pending trademark application is currently being examined by the USPTO as of June 15, 2025. On December 4, 2024, Sauvegarder IM filed a US trademark application for SIM IP. The Serial Number is 98884816. As of June 15, 2025, examination by the USPTO has not yet begun. On January 31, 2025 Sauvegarder IM filed a US trademark application for SIM. The Serial Number is 99025756. As of June 15, 2025, examination by the USPTO has not yet begun.

Litigation Investment

As of June 15, 2025, Sauvegarder IM has entered into two IP litigation investment agreements.

There can be no assurance either of these arrangements will ever generate any revenues or will generate revenues at an acceptable margin and we may lose all, or a portion, of our investment and any bonds (performance, injunction or otherwise) required to be posted.

Patent Acquisitions

As of June 15, 2025, the following patent acquisitions were closed or were subject to definite documentation. Ultimately the transactions below will be a part of our IP Licensing and/or IP Litigation Investment strategies.

• SIM IP HXR LLC (“SIM HXR”), a wholly-owned subsidiary, entered into a Patent Purchase Agreement dated January 29, 2025, pursuant to which SIM HXR agreed to purchase 500+ patents and patent applications related to haptics and extended reality technologies for a purchase price of $30 million. A portion of the proceeds of this offering are expected to be utilized for the purchase of the SIM HXR portfolio. The HXR Patent Purchase Agreement was subsequently amended on May 28, 2025 to extend the closing date to May 30, 2025, and again on May 30, 2025 extending the date to May 31, 2025. On May 31, 2025, the closing date was further extended; provided, that if closing occurs after June 30, 2025 the parties will negotiate in good faith to reduce certain negative tax consequences to the seller. There can be no assurance that we will have adequate funding to complete this purchase in its entirety.

• Nixu FL IP Protection, LLC (“Nixu FL”), a wholly-owned subsidiary of Sauvegarder IM, owns all right, title and interest to certain patents and related patents that were assigned to it pursuant to a Patent Purchase Agreement dated April 4, 2025, by and between Nixu FL and Fusion Layer, Inc. This assignment includes 34 patents related to cloud computing, virtual networking, internet protocol address management technologies, with expiration dates in 2029-2037, for a purchase price of $4.0 million. This transaction closed on April 17, 2025. A portion of the proceeds of this offering are expected to be utilized for the remaining balance due of $2 million for the purchase of the Nixu FL portfolio.

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Tactical Opportunities

Other Potential Transactions

Our Strategy

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through what we believe is widely misunderstood and often mispriced asset class. Our growth strategy is tailored to the needs of our partners through a variety of structures in line with our IP-focused verticals: IP licensing, IP litigation investment, IP finance, IP royalty acquisitions, and IP tactical opportunities.

IP Licensing. The Company is regularly contacted and anticipates being engaged by IP owners (also known as “licensors”) that wish to monetize their IP, typically via licensing, to third parties (also known as “licensees”) through a voluntary process of negotiations, typically for an annual, quarterly or one-time cash fee. In IP licensing, the Company most often acts as the exclusive licensing agent for the patent owner in negotiations with potential licensees. When applicable, the Company may also share net licensing revenue with our potential partners, on a pre-arranged negotiated basis. The Company may also provide upfront capital to patent owners as an advance against future licensing revenue. The Company also anticipates buying IP for its own account and licensing this IP to potential licensors.

IP Litigation Investment. The Company is regularly contacted and anticipates being engaged by IP owners that wish to litigate against third parties (also known as “infringers”) to obtain a court ruling that the alleged infringer either must pay a licensing fee to the patent owner or, in more rare circumstances, a ruling that the alleged infringer must stop selling the infringing product in that jurisdiction. In IP litigation investment, the Company most often acts as the exclusive licensing agent for the patent owner, assists in the selection of litigation counsel and other experts and provides the capital to pay for the fees and expenses of counsel and experts and court costs. The Company also anticipates buying IP for its own account and litigating this IP. We distinguish between “IP litigation financing,” which traditionally involve a lender that does not take any role in the litigation such as selecting counsel and participating in strategy and settlement decisions, and “IP litigation investment,” which does involve the capital provider (SIM) actively participating in the selection of counsel and participating in strategic and settlement decisions. The Company believes that the market will recognize there is significant potential value in the Company offering these added benefits when providing capital and this will be a competitive advantage.

IP Finance. The Company is regularly contacted and anticipates being contacted by IP owners seeking an investment — whether alongside a licensing or ligation-based strategy, or on a standalone basis. We expect those IP owners will seek to utilize the “realizable value” of their IP assets as a significant factor in our investment decision. These borrowers will most often have existing revenues and business operations, but not be able to access credit or other financing through traditional banks or other traditional lenders, or on terms that are attractive to them. These transactions are anticipated to be most often structured as senior secured financings, where the value of the IP forms a significant part of the “borrowing base”, and with other value enhancements such as convertibility, rights to royalties, and warrants, but may also be structured as preferred equity transactions.

IP Royalty Finance. The Company is seeking to expand the market for the acquisition of existing IP royalties that the Company will purchase at a discount from the royalty owner. These royalties may be generated as a result of SIM-related efforts in IP licensing, IP finance or IP litigation, allowing the Company to generate returns across the full transactional lifecycle or may be IP owners that approach the Company solely for the purpose of royalty acquisitions. In the case of royalty acquisition, we do not own the intellectual property or have the right to commercialize the underlying products. The royalty acquisition market is well developed in the pharmaceutical and music areas with many large players, but is far less developed (in the patent space) in areas outside of these areas.

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IP Tactical Opportunities. The Company anticipates being approached with potential opportunities which may not fall under one of our more defined strategies but have the potential of generating significant returns for our stockholders. As a result, the Company may transact with IP owners in a strategic manner, including copyright infringement, refinancing, distressed investments, IP acquisitions, and other strategic transactions which are opportunistic in nature and require a differentiated and highly tailored solution.

The Company believes the IP asset class and IP finance opportunities present themselves independent of underlying market conditions. Further, we believe that the opportunity to provide IP owners a range of potential solutions will be well received by IP owners and that the opportunity set of potential transactions is significant.

Our Assets

Litigation Investment

SIM Licensing, a wholly-owned subsidiary, is a party to, and has certain rights to, a transaction pursuant to which a third-party company has acquired 16 patents (and the right to license additional unrelated patents) covering fundamental aspects of geolocation technology. SIM Licensing agreed to fund a maximum of €3.0 million in costs expected to be incurred by the third party in seeking to enforce these patents. SIM Licensing has a security interest in the patents at issue. As of June 15, 2025, the litigation has been initiated in the UPC and the Regional court of Munich, Germany. As of June 15, 2025 we have funded approximately €0.75 million(approximately $0.8 million) in connection with the litigation, and are committed to funding up to an additional €2.25 million (approximately). We also funded an additional €1.0 million (approximately $1.1 million) in performance bonds pursuant to amendments to the Patent Security Agreement and Pay Proceeds Agreement which increased the aggregate commitment to €4.0 million. We hold a security interest in the subject IP. As of March 31, 2025, we determined that an amicable resolution is not likely to be reached in the near term, in part because of the significant value placed on the IP and claims being asserted. As a result, we have established a full credit allowance against that balance and caution investors there can be no assurance this arrangement will ever generate any revenue, generate revenue in excess of our investment or will generate revenues at an acceptable margin.

Patent Acquisitions

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As of June 15, 2025, SIM Tech Licensing LLC has entered into an IP advisory agreement with Zerify, Inc. on August 25, 2024. Pursuant to this agreement, SIM Licensing shall act as worldwide intellectual property licensing agents for patents owned by Zerify, Inc.

Tactical Opportunities

On March 31, 2025, affiliates of Strong Force IP and SIM entered into an agreement regarding the development, sale and licensing of a limited number of patent assets that are technologically primarily focused on industrial technology and are geographically primarily focused on Europe. Leveraging existing patent assets granted in the US and open patent applications in Europe, after a development and patent prosecution stage to obtain additional issued patents in Europe that is expected to last approximately 12 months, SIM will have the ability to monetize these assets under a revenue sharing arrangement with Strong Force. The expectation is that this strategic relationship may expand into other technologies and additional assets, if this initial relationship proves beneficial for both parties.

On May 5, 2025 SIM IP finalized and entered into an intellectual property license pursuant to which SIM IP received a worldwide, non-exclusive, license to Spectral AI’s 1 patent asset for the purposes of commercializing and monetizing outside the core areas of focus of Spectral AI on market terms and conditions that are to be finalized.

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Potential Transactions

As of June 15, 2025, we have also entered into term sheets, and are negotiating final documents related to the following patent acquisitions:

IP Financing and IP Royalty Acquisitions

Structure and Potential Relationships

We anticipate that certain IP owners will retain the Company as an advisor for licensing and/or enforcement transactions and seek to control all key decisions. Other IP owners will prefer to transfer title to their IP to a Company owned or affiliated entity, or a third-party entity unaffiliated with SIM, for either a one-time cash payment, a percentage of the cash generated from the IP or a combination of the two. Given varying IP owner preferences, our strategy is to offer various engagement models as it relates specifically to IP licensing and IP litigation investment.

Within IP finance, IP royalties and IP tactical opportunities, we expect the structures to be more flexible; however, will represent a more traditional investment model whereby the IP owner (post-investment, “portfolio company”) will be subject to a variety of covenants, including those specifically designed for risk-management (e.g., transfer of the IP to a bankruptcy-remote subsidiary, reporting obligations, financial covenants, cash reserves, etc.), compliance and oversight. The portfolio company may not be accustomed to institutional oversight, and the Company may engage and advise the portfolio company on certain of those aspects.

The Company further anticipates that IP owners will look to the Company for multiple financing alternatives and may, for example, start with the Company as advisor for IP licensing and partner with the Company through IP litigation investment, should licensing be unsuccessful and enforcement action need to be undertaken, and ultimately, possibly become a customer for IP finance and/or IP royalty acquisition. IP owners with larger portfolios are anticipated to possibly use the Company for different services of their portfolio depending on their current and future needs.

We believe the Company has the potential to be successful and develop substantial relationships with IP owners because of:

• Our reputation as recognized pioneers and leaders in IP finance opportunities with significant experience;

• Our network of IP owners, counsel, experts, IP service providers, potential sources of capital and other key players in the IP ecosystem;

• Our willingness to invest significant time, financial and other resources in our relationships; and

• Our success-based pricing models and willingness to undertake the work to understand the realizable value of client’s IP portfolios.

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Sourcing, Analysis, Investment and Execution

A key to our business is to source and execute on IP transactional opportunities and this is not a simple undertaking. Although electronic resources such as computerized IP analytic systems and Generative AI resources developed by third parties for such purposes are helpful in identifying and analyzing IP opportunities, there is still a significant human interaction and human analytic component required to complete the analysis, complete a business relationship with the IP owner and to executed and consummate a transaction. We use AI resources generally in our day-to-day analysis of opportunities. However, our business model is not reliant on such AI resources. As discussed below, our business is focused on the human interaction and human analytical component.

Analysis. We conduct a review that consists of various steps of analysis which we refer to as “screens.” The steps in the screening process are meant to quickly eliminate opportunities that do not meet our requirements. This analysis is bespoke, but typically is conducted in cooperation with counsel and our expert network, and includes analyzing issues such as (i) the importance of the technology, (ii) the entities that would benefit from a license to the technology or are using the technology without paying a license fee, (iii) the potential size and duration of the license, (iv) the ability to demonstrate the benefit of a license, and (v) the underlying quality and validity of the IP at issue. In addition, and specifically as it relates to potential IP litigation investment, IP finance IP royalty acquisitions, includes a more traditional investment analysis of the expected costs and range of outcomes (IP litigation investment), discount rates, credit-risk (IP royalty finance) and underlying company and its historical and future business prospects (IP finance). This process on average typically takes over 30 days to complete and can take longer depending on the nature of the technology at issue, and responsiveness of the IP owner to due diligence inquires. This process requires significant internal and external resources and a financial commitment on our part as the experts and counsel may be expensive and qualified counsel and experts are in tight supply and can demand premium rates. Key members of our management are involved in this analysis which further results in resource constraints. We endeavor to use technology to reduce these costs with tools like Generative AI, but we are not able to rely solely on technology to complete this analysis phase.

Execution. Executing a transaction is a difficult process and can require the commitment of a substantial amount of human and financial resources. Furthermore, a transaction may never be consummated for a variety of reasons, including due diligence concerns, allocation of capital and resources, and the failure to successfully negotiate a successful agreement for a licensing, credit, financing, royalty or other transaction. Even if a transaction is consummated with the IP owner, this does not guarantee a successful outcome for our investors. As an example, within IP licensing and IP litigation investment, our counterparties are often some of the largest best financed companies in the world with substantial resources that are willing and able to spend considerable amounts of money on counsel, lobbying and other areas in an attempt to defeat our efforts to license and/or enforce a technology. For credit and royalty transactions the diligence time and resources to close can be even more significant. In general, all the IP-related transactions we evaluate involve a high degree of risk and may result in significant losses, some of which risks we are able to reduce but not eliminate.

Market Overview

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The Role of IP Litigation. The ability to institute legal proceedings involving the assertion of IP assets, whether infringement actions or contractual disputes related to IP rights, is inherent to the value of IP assets. The collection of damages related to the improper or unauthorized use of IP can be a significant source of revenue to the IP holder. According to GAO, commercial TPLF funders typically provide millions of dollars in funding for high-value litigation and arbitration. For example, one trade association estimated its members (commercial funders) invested in litigation with damages worth $10 million or more, and typically invested a minimum of $2 million per transaction. Additionally, three commercial litigation funders GAO collected data from deployed, on average, about $2.3 million per single-case agreement and $4.5 million per portfolio agreement over the last 5 years. Similarly, a TPLF market report found that, in 2021, the average value of new single-case arrangements for the commercial funders that provided data was $3.5 million and the average value of portfolio arrangements was $8.5 million. In 2020, U.S. companies spent total of $22.8 billion on litigation.

The Role of IP Investments. Intangible assets may be used to generate financing. IP securitization agreements have relatively stable risk/return characteristics associated with a particular asset. In each case, the volatility of the anticipated revenue streams are determined based on due diligence and an asset credit quality analysis. Investments are usually based on the expected volatility of the anticipated return streams. Like other forms of property, IP assets may be collateralized to raise capital, where third-party lenders may provide loans while holding IP assets as collateral.

The Role of IP Royalties. A royalty is the contractual right to a percentage of top-line sales from a licensee’s use of a product, technology or intellectual property. Royalty monetization is available to companies that have contractual rights to future payments and are typically not an option for companies at an earlier stage of growth. These transactions permit the royalty-stream holder to raise capital while retaining ownership and control of their businesses without the restrictive covenants typical in debt financings or the dilution inherent in raising capital through issuing equity.

Market Estimates

We anticipate our initial efforts will be primarily focused on IP licensing and litigation investment. These are areas where our management has the most experience and we believe we have the most opportunities. While we believe these are both sizeable markets, these are also the areas that have the most competition.

IP Licensing. A 2011 report from the World Intellectual Property Organization estimated that in 2009 global licensing exceeded $180 billion per annum. Although our focus will be on a smaller subset that excludes “transfer pricing” (i.e., licensing transactions between affiliated entities that is otherwise not available to be serviced by third

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party licensing entities like SIM) and also includes licensing done by very large entities that do not use third party licensing entities and pharmaceutical royalty transactions, we believe this is a sizeable market that represents a significant opportunity for the Company if we can successfully execute on our business plan.

Through our IP licensing efforts, the Company will act as an advisor, or sometimes as principal, in the licensing of IP portfolios. When we act as an advisor, most often the Company seeks not to collect fixed cash fees and offers a success only pricing model where the Company takes a significant percentage of any licensing fee that is ultimately paid to the IP owner. As a result of this pricing preference, the Company faces the risk that its efforts will ultimately result in no fees being collected and that IP owners will seek other lower cost alternative providers. When we act as principal and own the IP, we typically will place this IP in an operating subsidiary to isolate the IP and better be able to track its financial performance. Often when we act as an advisor and every time we act as a principal, we advance all the costs associated with the licensing efforts and seek to recover a multiple of these costs solely from any licensing proceeds. When we act as principal, the Company may acquire a 100% interest in the IP typically for cash or cash plus some percentage of actual recoveries.

Litigation Finance. Publicly available data on the overall size of the litigation finance market varies. Based on one survey that is not peer review or government verified, the total amount of capital under management that purports to be available for litigation finance exceeds $20 billion. The amount of this capital that is focused primarily on IP litigation investment is believed to be considerably smaller, but nonetheless significant. Because of the speculative nature of the investment, the Company seeks pricing that is much higher than is charged by most litigation finance firms and even higher than what is typically charged by hourly or contingency fee counsel. We believe these higher fees are justified by the reputation and experience of our management team in this area. Our reputation is closely tied to our Co-Founder and CEO who is well known in the IP industry for having received multiple industry recognitions as being among the top 50 and top 300 industry players in various years, having received limited but lengthy coverage in mainstream media and, according to one source, that is not government reviewed, having been involved in over 1,400 licensing transactions. In many cases, there is no public record of the outcomes of our litigation investment activities.

IP Finance. We are not aware of any reliable estimates for the size of the global IP finance market. There is data available for overall asset-based lending that would include where IP was taken as collateral, but we believe that this number would massively overstate the addressable market available to the Company for IP finance. The market segment we will be focusing on are companies that have unencumbered and valuable IP that the Company believes has “realizable value” of at least two times in excess of the amount the Company would be prepared to lend. We define “realizable value” as the estimated value that we believe the IP could realize in orderly licensing or sale (most often, licensing) transactions. The realizable value is dependent on many facts, circumstances, assumptions, and analysis can vary greatly. The credit profile of these borrowers are likely to result in them not having access to traditional bank or other credit financing alternatives and, at best, access to potential equity financing alternatives. These IP owners likely believe that notwithstanding the high cost of any investment made available by SIM, it is still attractive relative to the costs and time associated with raising equity (if that alternative is even available to them). The Company attempts to set pricing on IP finance investments well above the cost of traditional credit providers due to the borrower’s credit profiles and significant risk of default on loans. This could result in any credit extended being outstanding for significant periods of time and result in significant write offs.

IP Royalty. The IP royalty finance market is well-developed in the pharmaceutical and music areas, but is generally not developed outside such areas. We are not aware of any reliable estimates for the size of the non-pharmaceutical royalty market and we believe it is currently extremely small and may never develop as a significant market and not present a meaningful or financially attractive opportunity for SIM. We will be seeking to engage with IP royalty owners that are potentially entitled to future royalty payments to sell those future royalty payments to the Company at a discount to the future anticipated amount of those royalties. The Company faces considerable risk that the royalty owners will not desire to sell these royalties, the licensee under these royalty arrangements will fail to make payment, the underlying IP becomes devalued for some reason and a host of other risks that make these royalty acquisitions extremely risky.

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Corporate History and Reorganization

In May 2024, Spectral AI appointed its director, Mr. Spangenberg, as the chief executive officer of SIM IP, with the goal to create an IP-focused enterprise that would require limited company management resources due to Mr. Spangenberg’s experience with IP monetization and global network in this space. In November 2024, Spectral AI announced its plan to combine SIM IP with Sauvegarder IM and spin-off the combined company. Spectral AI is focused on medical diagnostics for faster and more accurate treatment decisions in wound care. With the proposed transaction with Sauvegarder IM, Spectral AI seeks to maximize stockholder value through SIM IP’s focus on a broader IP ecosystem that presents significant growth potential outside the Company’s core focus on medical diagnostics.

On November 4, 2024, the Company entered into a Purchase Agreement (the “Purchase Agreement”) with Sauvegarder IM. Pursuant to the Purchase Agreement, as amended, the Company will acquire all of the outstanding common stock of Sauvegarder IM, valued at approximately $176.9 million, in exchange for issuing to the Legacy SIM Holders 21,399,851 shares of Company Common Stock and 22,827,380 shares of preferred stock of the Company, subject to certain closing conditions being met including the Company satisfying (or being substantially certain to satisfy) all necessary preconditions to list the Company Common Stock on Nasdaq. The value of the Company Common Stock to be issued to Sauvegarder IM excludes any value attributable to the 12,235,000 equity incentive awards issued and outstanding, or the 100,804 warrants issued to the placement agent on March 26, 2025 and is based on a price of $4.00 per share. Additionally, Spectral AI has agreed to forfeit all shares of Spectral IP it holds other than 1,849,102, which is the value the parties attribute to the intellectual property license agreement held by Spectral IP.

Timing of the Reorganization and Offering

This offering is contingent on the listing of our shares on Nasdaq.

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Organizational Chart

Set forth below is the current organizational chart displaying the corporate structure of the Company and Sauvegarder IM:

Set forth below is the proposed organizational chart displaying the corporate structure of the Company and Sauvegarder IM following the Reorganization.

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Competition

We face significant direct and indirect competition from a number of sources that have business lines and objectives similar to the Company that may have significantly more capital available to them and lower costs of capital, a more experienced and larger pool of employees and greater resources than SIM. We compete with other investment firms and alternative asset managers, banks, law firms, licensing specialty firms, other buyers and others investing in strategic opportunities related to IP and those seeking to expand into IP.

Key competitors in the IP licensing market include law firms with IP capabilities, in-house licensing teams, patent pool operators and various third-party entities that provide licensing services.

Key competitors in the IP litigation investment sector include a number of specialized funds that provide litigation financing, including Burford Capital, Litigation Capital Management, Therium Capital Management, Fortress Investment Group and Omni Bridgeway. All of these competitors (and many others), likely have lower costs of capital and larger teams of employees than SIM. It is also likely that these competitors provide capital to their clients at a lower overall cost than SIM. To be effective in competing against these entities, it will be critical for the Company to have consistent performance and maintain a reputation for successful outcomes. We attempt to differentiate ourselves by providing additional services, but this may not be adequate or sustainable and over time, we may be required to obtain lower cost capital, increase our operating expenses and lower our pricing.

Key competitors in the IP finance market include alternative lenders, equity capital providers and others sources of capital that seek non-corelated returns. We are aware of Fortress Investment Group, Centerbridge Partners and a number of smaller alternative asset managers, including specialty credit and hedge funds, that purport to focus on IP lending.

We are not aware of any significant entities that focus on acquiring non-pharmaceutical and non-music-related royalties, but these are not substantial barriers in place that would prevent banks, funds or other sources of capital with higher risk tolerances from entering this market, all of whom would likely have lower cost of capital and more resources than the Company to dedicate to this effort.

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Intellectual Property

As of June 15, 2025, we are party to two IP litigation investment arrangements. We also own all right, title and interest to certain patents and related patents that were assigned to us. The Company has filed to protect its rights in its name and brand in the US. The Company maintains as trade secrets the key processes it uses to evaluate IP.

Information Security

Our business is supported by informational and operational technology networks and systems to securely process, transmit and store electronic information. Cyberattacks on such systems continue to grow in frequency, complexity and sophistication. These attacks can create system disruptions, shutdowns or unauthorized disclosure of confidential information, including non-public personal information, consumer data and proprietary business information.

We remain focused on making strategic investments related to IP finance opportunities and are required by law to protect the clients and informational and operational technology systems of our operating subsidiaries and unconsolidated affiliates. This includes both capital expenditures and operating expenses on hardware, software, personnel and consulting services. As the primary products and services of our operating subsidiaries and unconsolidated affiliates evolve, we apply a comprehensive approach to the mitigation of identified security risks. We have established risk management policies, including those related to information security and cybersecurity, designed to monitor and mitigate such risks.

Human Capital

We strive to make the Company an exceptional place to work for all employees as we believe that our future will depend in part on the continued service of our employees and on our continued ability to hire and retain qualified personnel. We are committed to creating a workplace where employees feel valued, included, and challenged, while fostering an environment that attracts and engages a highly talented workforce who contributes to the Company’s growth and sustained success. As of June 15, 2025, we had 9 full-time employees and 4 key contractors providing varying degrees of services to us. We believe we have good relations with our employees and contractors.

Additionally, we have a network of experts we contract as consultants from time to time, that provides expert services to the Company and its counsel. This expert network provides us access to industry and technical expertise needed to undertake our analysis of IP finance opportunities. As part of our relationship, this expert network has assisted, and we expect will continue to assist, with sourcing and evaluating appropriate IP finance opportunities.

Facilities

The Company has no facilities and rents its offices from WeWork or otherwise rents conference room space when needed and utilizes spaces provided by Mr. Bespalov in Los Angles, California and Mr. Spangenberg in Paris, France, as needed at no cost to us. As the Company grows, we will be required to spend more or rent our own office space. We are currently seeking our own office spaces in Miami, Florida and Birmingham, Alabama, where our co-founder and chief financial officer resides.

Regulatory

IP and finance are highly regulated and legally intensive. The Company primarily operates in the US and EU so it is subject to a broad range of regulations ranging from data protection regulations to complex laws and regulations regulating finance. We may be further subject to international laws associated with data protection, privacy and other aspects of our business in Europe and elsewhere and the interpretation and application of data protection laws remains uncertain. In addition, because our services are accessible worldwide, foreign jurisdictions may claim that we are required to comply with their laws. Further, the application of existing laws regulating or requiring licenses for certain businesses of our advertisers can be unclear. The resulting regulation, if any, may alter our ability to target advertising or provide data about the end-users and/or customers and their behavior.

Additionally, the privacy regulatory landscape in the U.S. changes rapidly and we may become subject to new privacy or cybersecurity regulations. Such laws and regulations could affect our ability to process personal data (in particular, our ability to use certain data for purposes such as risk or fraud avoidance, marketing, or advertising), our ability to control our costs by using certain vendors or service providers or our ability to offer certain services in certain jurisdictions. For example, the California Consumer Privacy Act (the “CCPA”) became effective on January 1, 2020.

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The CCPA creates new individual privacy rights for consumers (as that word is broadly defined in the law) and places increased privacy and security obligations on entities handling personal data of consumers or households. The CCPA requires covered companies to provide new disclosures to California consumers, provide such consumers new ways to opt-out of certain sales of personal information and allows for a new cause of action for data breaches. It is unclear how the CCPA will be interpreted, but as currently written, it will likely impact our business activities and exemplifies the vulnerability of our business to not only cyber threats but also the evolving regulatory environment related to personal data.

Legal proceedings

From time to time, we may become involved in litigation or other legal proceedings arising in the ordinary course of business as a result of our various IP-related monetization and enforcement activities, and in defending our rights as it relates to IP owned/acquired by subsidiaries and affiliates as well as and third-party IP, and our rights to receive payment, and enforce collateral, under IP finance and IP royalty acquisition-related matters. We are not currently a party to any litigation or legal proceedings that, in the opinion of our management, are probable to have a material adverse effect on our business. Regardless of outcome, litigation can have an adverse impact on our business, financial condition, results of operations and prospects because of defense and settlement costs, diversion of management resources and other factors.

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Management

Executive officers and directors of Spectral IP prior to the Reorganization

The following table sets forth information regarding Spectral IP’s executive officers and directors and key employees prior to the Reorganization. Each director of Spectral IP will cease to hold such position upon the Reorganization.

Name	Age	Position(s)
Executive officers and employee directors:
Erich Spangenberg	64	Chief Executive Officer

Directors:
Richard Cotton	63	Director
Martin Mellish	66	Director

Erich Spangenberg has served as the President, Chief Executive Officer and as a member of the board of directors of Sauvegarder IM since March 2024. Since January 2024, Mr. Spangenberg has served as the Chairman and Chief Executive Officer of SIM Acquisition Corp, a healthcare focus special purpose acquisition company. Since May 2024, Mr. Spangenberg has served as Chief Executive Officer of SIM IP, a wholly-owned subsidiary of Spectral AI. Prior to joining the Company in 2024, as Chief Executive Officer of IPwe Inc. from January 2018 through January 2022. Mr. Spangenberg also served on the Board of Directors of Spectral AI from 2014 until May 28, 2025, the parent company of Spectral IP. He is a serial entrepreneur and industry luminary in the patent business. Mr. Spangenberg started his career as a corporate lawyer (working for Jones Day), then as an investment banker (having held positions at Donaldson, Lufkin, and Jenrette) and, before launching his entrepreneurial endeavors, worked in telecommunications and distressed debt industries. Mr. Spangenberg was a Periclean Scholar at Skidmore College, a Distinguished Graduate with an M.Sc. from The London School of Economics and was on Law Review at Case Western Reserve University, where he earned his Juris Doctorate. Mr. Spangenberg was the first outside investor in the Company in 2011, previously served on the Company’s Board of Directors from 2011-2022 and is the Company’s largest outside stockholder. Mr. Spangenberg’s significant investment, capital raising, and IP experience make him well qualified to serve on the Board.

Richard Cotton has served as the Chairman of the Spectral AI’s Board of Directors since September 2023. Mr. Cotton has a wealth of experience in non-executive director, advisory and senior financial roles in life sciences and other industrial sectors. Mr. Cotton has served as an Independent Financial Advisor for Evergreen Life since March 2024 and as an Independent Financial Advisor for Novumgen since September 2022. Prior to this, Mr. Cotton served as a Corporate Development Consultant at Aryballe from November 2021 to November 2022 and as interim Chief Financial Officer of Datamars from September 2019 through January 2020. His extensive experience covers all the value creation activities from R&D, to manufacturing and commercial in international organizations. He has significant experience in the development and successful execution of strategy, corporate finance and M&A, capital markets and governance. Currently, Richard is Chair at Nasdaq listed AI predictive diagnostics company Spectral AI, and is also a Financial Adviser at Novumgen Ltd., a Specialty Pharmaceuticals company. His prior executive roles include highly successful tenures as Chief Financial Officer at Dechra Pharmaceuticals plc, an FTSE 250 animal health company, and as Chief Financial Officer at Consort Medical plc., a medical device and drug formulation business. Mr. Cotton is a fellow of the Chartered Institute of Management Accountants and holds a BA (Hons) in Business Studies from Kingston University.

Martin Mellish serves as a director of Spectral AI. He has served as the founding director of Aspen Advisory Services Ltd., since 1994. Aspen is a London-based private office overseeing investments in North America, Europe, and Asia. Mr. Mellish serves as non-executive director of Nucana Ltd (NASD: NCNA; member, Audit Committee) a clinical-stage biopharmaceutical company focused on improved chemotherapy agents, and Levitronix Technologies Inc. (Chair, Audit Committee) a technology company handling high-purity fluids for the semiconductor and life science industries, among other non-executive directorships. He is a member of the International Advisory Council of the Massachusetts General Hospital (MGH), Boston. He holds an M.Sc. from the Master of Health Care Delivery Science program at Dartmouth; an SM (Management) from the Massachusetts Institute of Technology and an M.Sc. (Accounting) from Northeastern University.

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Executive officers and directors of Sauvegarder IM

The following table sets forth information regarding our executive officers and directors and key employees. Each officer will be appointed as an executive officer of the Company at the time of the Reorganization. Each director or director nominee will be appointed as a director at the time of the Reorganization.

Name	Age	Position(s)
Executive officers and employee directors:
Erich Spangenberg	64	President, Chief Executive Officer and Director Nominee
David Kutcher	42	Chief Financial Officer and Director Nominee

Non-employee directors:
Geraldine Cunniffe-Conlon	53	Director Nominee
Dene Rogers	64	Director Nominee
Karl Robb	62	Director Nominee

Executive officers and employee directors

Erich Spangenberg has served as the President and Chief Executive Officer and as a member of the board of directors of Sauvegarder IM since March 2024. Since January 2024, Mr. Spangenberg has served as the Chairman and Chief Executive Officer of SIM Acquisition Corp, a healthcare focus special purpose acquisition company. Since May 2024, Mr. Spangenberg has served as Chief Executive Officer of SIM IP, a wholly-owned subsidiary of Spectral AI. Prior to joining the Company in 2024, as Chief Executive Officer of IPwe Inc. from January 2018 through January 2022. Mr. Spangenberg also served on the Board of Directors of Spectral AI from 2014 until May 28, 2025, the parent of the Company. He is a serial entrepreneur and industry luminary in the patent business. Mr. Spangenberg started his career as a corporate lawyer (working for Jones Day), then as an investment banker (having held positions at Donaldson, Lufkin, and Jenrette) and, before launching his entrepreneurial endeavors, worked in telecommunications and distressed debt industries. Mr. Spangenberg was a Periclean Scholar at Skidmore College, a Distinguished Graduate with an M.Sc. from The London School of Economics and was on Law Review at Case Western Reserve University, where he earned his Juris Doctorate. Mr. Spangenberg was the first outside investor in the Company in 2011, previously served on the Company’s Board of Directors from 2011-2022 and is the Company’s largest outside stockholder. Mr. Spangenberg’s significant investment, capital raising, and IP experience make him well qualified to serve on the Board.

David Kutcher has served as the Chief Financial Officer and as a member of the board of directors of Sauvegarder IM since March 2024. Mr. Kutcher has served as Chief Financial Officer and Director of SIM Acquisition Corp. since January 2024. Mr. Kutcher was a Venture Partner with Corner Ventures from March 2020 to January 2023, where he focused on later-stage investments and public markets. He also served as Chief Investment Officer of Corner Growth Acquisition Corp. (NASDAQ: COOL) from December 2020 to August 2024 and Chief Investment Officer of Corner Growth Acquisition Corp. 2 (NASDAQ: TRON) from June 2021 to August 2024. From 2016 to 2020, he was the managing partner at Torian Capital Partners, a firm he co-founded in 2016, which now exclusively serves as a family investment vehicle. From 2011 to 2016, Mr. Kutcher was a Managing Director with Broadband Capital Management, a New York-based merchant banking firm and was an advisor to its successor firm, Broadband Capital Partners, an alternative investment firm, from February 2016 until December 2018. Mr. Kutcher was also the interim chief financial officer for Immunome (NASDAQ: IMNM), a Broadband Capital portfolio company, from June 2016 through March 2018. Mr. Kutcher started his career as a mergers and acquisitions and capital markets attorney with Ellenoff Grossman & Schole LLP in New York from 2008 to 2011. Mr. Kutcher holds a Bachelor of Arts from the University of the South (Sewanee) and a JD from Samford University (Cumberland). Mr. Kutcher’s significant investment and finance experience make him well qualified to serve on the Board.

Non-employee directors

Dr. Geraldine Cunniffe-Conlon, a director nominee, has served as Co-Chief Medical Officer and as a board member, since February 2022, at MedWatch Technologies, Inc., a Las Vagas-based company that is a pioneer in the field of diabetes and pre-diabetes medical technology, where she is a founding team member. From June 2022 to January 2023, she served as Chief Sustainability and Risk Officer of Lincoln Storm Group, an environmental services and recycling company based in Isle of Man, UK that became Storm Energia USA. From June 2019 to January 2020, she served as a board advisor to Apeiron Zoh, a company based in Austin, Texas and dedicated to enhancing human potential through precision performance medicine. From July 2018 to January 2020, she served as Co-Founder and

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Chief Executive Officer of ScriptNav, a novel AI-driven script and screenplay discovery platform based in Dublin, Ireland. She has also served on the board of directors of Caledonia Film Studios, a groundbreaking zero-carbon film studio development project based in Scotland, UK, since April 2024. She qualified as a medical doctor in 1997 and become an accomplished Ophthalmic Surgeon with extensive international experience across public and private healthcare sectors. A prolific contributor to her field, her thought leadership is evidenced by numerous authored papers in prestigious journals and presentations at international conferences. Transitioning to entrepreneurship with a focus on Health and Medical Device innovation, allowed her to effectively lead the development and safeguarding of cutting-edge AI-driven technologies by cultivating novel intellectual property in concert with International Legal frameworks. Her medical degree is further enriched by qualifications in Business, Sustainability, AI, and Corporate Governance. Her credentials include an Executive MBA received from Trinity College Dublin in 2015, a Leading Corporate Sustainability Certificate from the University of Oxford, and prestigious International Corporate Director certifications from INSEAD in Paris and Harvard Business School. This unique combination of skills and experience positions Dr. Cunniffe-Conlon as a versatile director focused on value creation while dedicated to fostering growth, innovation, and good governance. Ms. Cunniffe-Conlon’s extensive business and management experience across various industries make her well qualified to serve on the Board.

Dene Rogers, a director nominee, has served as Chief Executive Officer of Presido & Company since April of 2013, which provides advisory serves to boards of directors, private equity companies and investments in technology companies. As a Chief Executive Officer, he led consumer companies including Target Australia, RadioShack, and Sears Canada. In each of these roles, he delivered superior results to shareholders and his team constantly innovated and created new businesses. As an advisor to private equity companies, Mr. Rogers advised ValueAct in its activities to rejuvenate Seven and I, a global Japanese retailer with revenues of approximately $80 billion. He also restructured RadioShack on behalf of KKR, and other shareholders. Mr. Rogers has assisted numerous technology startup companies ranging from a company that developed AI for executive decision making, to a healthcare company that developed a leading-edge wearable for biometric monitoring, and to advising the Kingdom of Saudi Arabia, as part of the “Vision 2030” strategy, to incubate a range of technology startups. Mr. Rogers has served on the board of directors of various entities including Confirmed Health since March 2021, Biosenta since November 2014, and BuildxAct from June 2014 to August 2024. Mr. Rogers is an entrepreneur, board member and advisor to private equity companies. Mr. Rogers has held various Chief Executive Officer positions, is a co-founder in three successful startup companies, and is an advisor to large private equity companies including KKR, ValueAct Capital, and 26North. He has significant technology experience and has global experience, having worked in Japan, China, the U.K., Canada, and Australia. Mr. Rogers holds an MS in management from the University of Oxford and an MBA from Yale University. Mr. Rogers significant advisory and management experience make him well qualified to serve on the Board.

Karl Robb, a director nominee, has 43 years of experience in the software engineering, IT Solutions and hardware manufacturing industries. Mr. Robb has spent his career working mostly in Western Europe, the United States and in Eastern Europe although has held executive control and accountability over operations in over 20 countries globally. Mr. Robb served as Executive Vice President of EPAM Systems Inc’s Global Operations, as well the President of EPAM Systems Europe from 2004 to 2015. He served continuously a board member, from 2004 until his retirement in 2015, as an Executive Board Member, continuing since 2015 as a non-exec independent board member. Mr. Robb has also served as a director for VisiQuate, Inc., a private advanced analytics technology, disease management platform provider and services company, since March 2020 until its Acquisition December 2024, and as a director for Ajax Systems, a leading designer and manufacturer of professional security systems with home automation features, since December 2020. He is also a director of Noventiq Holdings plc since 2021, a leading provider of digital transformation and cybersecurity to major emerging markets customers from 50+ countries, being appointed as Chairman in January 2025. Mr. Robb joined EPAM in 2004 when Fathom Technology, a Hungarian software engineering services company, which he co-founded and served as CEO, was acquired by EPAM Systems. Prior to co-founding Fathom Technology in 2001, Mr. Robb served as Vice President of Softtek, which was Latin America’s largest IT Services provider, where he built and ran the North American “Software & e-Business Practice.” In 1993, Mr. Robb co-founded Mobile Computing Systems, a Bay-Area Mobile Enterprise Development Platform and Vertical Applications provider in the U.S., UK, and Italy, which was acquired by the Malaysian Telecom operator. Previous to that he served as CEO of Victor Distribution A.B., a provider of specialized hardware and software solutions, covering 17 countries across Europe, North America, The Middle East, and Asia. Subsequently, following Victor Technologies’ acquisition by US’ Tandy Corp., he was promoted to Vice President of Business Development of the Sweden-based parent company, Victor Tandy Europe AB.

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Mr. Robb began his career in 1982 with the global solutions provider ICL and spent seven years in the UK, Belgium, and Sweden in a variety of roles, including: Business Analyst, Sales, Product Management and Marketing and Major Account Management with EU Governmental Institutions.

Family relationships

There are no family relationships among any of our executive officers or directors.

Board structure and composition

Director independence

Upon completion of this offering, the Board will consist of five members. The Board has determined that all of our directors, other than Mr. Spangenberg and Mr. Kutcher, qualify as independent directors in accordance with the Nasdaq Stock Market LLC Marketplace Rules (the “Nasdaq Listing Rules”). Mr. Spangenberg and Mr. Kutcher are not considered independent by virtue of their positions as Chief Executive officer and Chief Financial Officer, respectively, of the Company. Under the Nasdaq Listing Rules, the definition of independence includes a series of objective tests, such as that the director is not, and has not been for at least three years, one of our employees and that neither the director nor any of his or her family members has engaged in various types of business dealings with us. In addition, as required by the Nasdaq Listing Rules, the Board has made a subjective determination as to each independent director that no relationships exist that, in the opinion of the Board, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. In making these determinations, the Board reviewed and discussed information provided by the directors and us with regard to each director’s relationships as they may relate to us and our management.

Leadership structure of the board

Our bylaws and corporate governance guidelines provide the Board with flexibility to combine or separate the positions of Chairperson of the board of directors and Chief Executive Officer. Mr. Spangenberg currently serves as the Chairperson of the Board.

The Board has concluded that our current leadership structure is appropriate at this time. However, the Board will continue to periodically review our leadership structure and may make such changes in the future as it deems appropriate.

Role of board in risk oversight process

Risk assessment and oversight are an integral part of our governance and management processes. The Board encourages management to promote a culture that incorporates risk management into our corporate strategy and day-to-day business operations. Management discusses strategic and operational risks at regular management meetings, and conducts specific strategic planning and review sessions during the year that include a focused discussion and analysis of the risks facing us. Throughout the year, senior management reviews these risks with the Board at regular board meetings as part of management presentations that focus on particular business functions, operations or strategies, and presents the steps taken by management to mitigate or eliminate such risks.

The Board does not have a standing risk management committee, but rather administers this oversight function directly through the Board as a whole, as well as through various standing committees of the Board that address risks inherent in their respective areas of oversight. While the Board is responsible for monitoring and assessing strategic risk exposure, our audit committee is responsible for overseeing our major financial risk exposures and the steps our management has taken to monitor and control these exposures. The audit committee also approves or disapproves any related-party transactions. Our compensation committee assesses and monitors whether any of our compensation policies and programs has the potential to encourage excessive risk-taking. Our nominating and corporate governance committee monitors the effectiveness of our corporate governance guidelines.

Board committees

The Board has three standing committees: the audit committee, the compensation committee and the nominating and governance committee. Each committee is governed by a charter that will be available on our website following completion of this offering.

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Audit committee

Effective as of the date the registration statement of which this prospectus forms a part is declared effective by the SEC, the members of our audit committee will consist of Ms. Cunniffe-Conlon, and Messrs. Rogers and Robb. Mr. Rogers will be the chairperson of our audit committee. The composition of our audit committee meets the requirements for independence under the current Nasdaq Listing Rules and Rule 10A-3 of the Exchange Act. Each member of our audit committee is financially literate. In addition, the Board has determined that is an “audit committee financial expert” within the meaning of the SEC rules. This designation does not impose on such directors any duties, obligations, or liabilities that are greater than are generally imposed on members of our audit committee and the Board. Our audit committee is directly responsible for, among other things:

• appointing, retaining, compensating and overseeing the work of our independent registered public accounting firm;

• assessing the independence and performance of the independent registered public accounting firm;

• reviewing with our independent registered public accounting firm the scope and results of the firm’s annual audit of our financial statements;

• overseeing the financial reporting process and discussing with management and our independent registered public accounting firm the financial statements that we will file with the SEC;

• pre-approving all audit and permissible non-audit services to be performed by our independent registered public accounting firm;

• reviewing policies and practices related to risk assessment and management;

• reviewing our accounting and financial reporting policies and practices and accounting controls, as well as compliance with legal and regulatory requirements;

• reviewing, overseeing, approving, or disapproving any related-person and related-party transactions;

• reviewing with our management the scope and results of management’s evaluation of our disclosure controls and procedures and management’s assessment of our internal control over financial reporting, including the related certifications to be included in the periodic reports we will file with the SEC; and

• establishing procedures for the confidential anonymous submission of concerns regarding questionable accounting, internal controls, or auditing matters, or other ethics or compliance issues.

Compensation committee

Effective as of the date the registration statement of which this prospectus forms a part is declared effective by the SEC, the members of our compensation committee will consist of Ms. Cunniffe-Conlon, and Messrs. Rogers and Robb. Mr. Robb will be the chairperson of our compensation committee. Each of Ms. Cunniffe-Conlon, and Messrs. Rogers and Robb is a non-employee director, as defined by Rule 16b-3 promulgated under the Exchange Act and meets the requirements for independence under the current Nasdaq Listing Rules. Our compensation committee is responsible for, among other things:

• reviewing and approving the compensation of our executive officers, including reviewing and approving corporate goals and objectives with respect to compensation;

• authority to act as an administrator of our equity incentive plans;

• reviewing and approving, or making recommendations to the Board with respect to, incentive compensation and equity plans;

• reviewing and recommending that the Board approve the compensation for our non-employee board members; and

• establishing and reviewing general policies relating to compensation and benefits of our employees.

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Nominating and governance committee

Effective as of the date the registration statement of which this prospectus forms a part is declared effective by the SEC, the members of our nominating and governance committee will consist of Ms. Cunniffe-Conlon, and Messrs. Rogers and Robb. Ms. Cunniffe-Conlon will be the chairperson of our nominating and governance committee. Each of Ms. Cunniffe-Conlon, and Messrs. Rogers and Robb meet the requirements for independence under the current Nasdaq Listing Rules. Our nominating and governance committee is responsible for, among other things:

• identifying and recommending candidates for membership on the Board, including the consideration of nominees submitted by stockholders, and on each of the board’s committees;

• reviewing and recommending our corporate governance guidelines and policies;

• reviewing proposed waivers of the code of business conduct and ethics for directors and executive officers;

• overseeing the process of evaluating the performance of the Board; and

• assisting the Board on corporate governance matters.

Code of business conduct and ethics

In connection with this offering, the Board will adopt a code of business conduct and ethics that applies to all of our employees, officers and directors, including our Chief Executive Officer, Chief Financial Officer and other executive and senior financial officers. Upon completion of this offering, the full text of our code of business conduct and ethics will be posted on the investor relations section of our website. We intend to disclose future amendments to our code of business conduct and ethics, or any waivers of such code, on our website or in public filings.

Compensation committee interlocks and insider participation

None of our executive officers has served as a member of a compensation committee (or if no committee performs that function, the Board) of any other entity that has an executive officer serving as a member of the Board.

Director compensation

Following the closing of this offering, the compensation committee of the Board expects to implement an appropriate compensation program for the non-employee directors of the Company.

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Executive compensation

Overview

We are currently considered an “emerging growth company” within the meaning of the Securities Act for purposes of the SEC’s executive compensation disclosure rules. Accordingly, we are required to provide a Summary Compensation Table and an Outstanding Equity Awards at Fiscal Year End Table, as well as limited narrative disclosures regarding executive compensation for our last completed fiscal year. Further, our reporting obligations extend only to named executive officers (“NEOs”) which are the individuals who served as principal executive officers and the next two most highly compensated executive officers at the end of the most recent fiscal year.

The Company and its accounting predecessor were formed in 2024 and, therefore, did not have executive compensation for the years ended December 31, 2022 and 2023.

Executive compensation

Following the Closing, the Company expects to implement an executive compensation program that is designed to align the executive officers’ compensation with the Company’s business objectives and the creation of stockholder value, while enabling the Company to attract, retain, incentivize and reward individuals who contribute to the long-term success of the Company. Decisions on the executive compensation program will be made by the compensation committee of the Company Board.

Summary Compensation Table

The following table sets forth information concerning the compensation of Sauvegarder IM’s chief executive officer and chief financial officer, who were the only named executive officers for the year ended December 31, 2024. Upon consummation of the Reorganization, each of Messrs. Spangenberg and Kutcher will become named executive officers of SIM IP.

Name and Principal Position	Year	Salary ($)		Option Awards ($)		All Other Compensation ($)		Total ($)
Erich Spangenberg, Chief Executive Officer	2024	130,000	(1)	1,083,279	(2)	49,290	(3)	1,262,569
David Kutcher, Chief Financial Officer	2024	130,000	(1)	661,474	(2)	25,323	(3)	816,797

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(1) Each of Messrs. Spangenberg and Kutcher began their employment with Sauvegarder IM in August 2024 with an annual base salary of $250,000 and prior thereto and prior to payroll being established were subject to consulting agreements pursuant to which each was paid $30,000 for acting in their capacity as service providers. The amount shown represents base salary and the consulting fees actually paid to each of Messrs. Spangenberg and Kutcher in 2024. On May 6, 2025, each of Messrs. Spangenberg’s and Kutcher’s employment agreements were amended to provide that, upon the initial public offering, each of their respective base salaries shall be increased to $360,000 per annum.

(2) Does not include the following option awards granted in 2025: On March 19, 2025, (i) each of Messrs. Spangenberg and Kutcher were awarded an additional 300,000 and 200,000 stock options, respectively, under the 2024 Equity Incentive Plan at an exercise price of $2.68 per share, yielding grant date fair values of $366,327 and $244,218, respectively, and (ii) the Initial Performance Awards (defined below) were adjusted to provide for a $4.60 exercise price per share, with the Secondary Performance Awards (defined below) adjusted to provide for a $8.60 exercise price per share, respectively, which in both cases, based on internal valuations, did not result in any incremental grant date fair value attributable to each award. Subsequently, on May 1, 2025, (i) each of Messrs. Spangenberg and Kutcher were awarded an additional special performance awards of 748,454 and 396,453 stock options, respectively, under the 2024 Equity Incentive Plan at an exercise price of $4.00 per share, yielding grant date fair values of $771,383 and $408,599, respectively and (ii) the Initial Performance Awards and Secondary Performance Awards were adjusted further to provide for a $4.00 exercise price per share, resulting in incremental grant date fair value attributable to such awards for each of Messrs. Spangenberg and Kutcher of $2,318,588 and $1,391,153 respectively.

(3) The employee benefits provided to our employees and their dependents included certain enhancements for management including related to health insurance, vision, dental and life insurance coverage. The aggregate amount shown includes health insurance, vision, dental and life insurance coverage, and reimbursements of business expenses including related business travel expenses. Mr. Spangenberg received $10,196 in vision, dental and life insurance coverage benefits, $19,094 in health insurance coverage, and $20,000 in business expense reimbursements. Mr. Kutcher received $9,273 in vision, dental and life insurance coverage benefits, $10,895 in health insurance coverage, and $5,155 in business expense reimbursements.

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Narrative Disclosure to Summary Compensation Table

Base Salary

The base salary for each of Mr. Spangenberg and Mr. Kutcher was $250,000 per year prior to the initial public offering, and per amendments to each of their respective employment agreements as of May 6, 2025, effective upon the completion of the initial public offering, their compensation will be increased to $360,000.

Annual Bonuses

Each of Mr. Spangenberg and Mr. Kutcher are eligible to receive an annual bonus for fiscal year 2024, with the amount of such bonus to be determined in the discretion of the Executive Committee of Sauvegarder IM. No bonuses were paid for fiscal year 2024.

Equity Compensation Awards

On December 30, 2024, Mr. Spangenberg and Mr. Kutcher were awarded stock options under the 2024 Equity Incentive Plan at an exercise price of $1.15 per share. For each option grant, 1/12th of the shares subject to the option will vest on the first monthly anniversary of the January 1, 2025 vesting commencement date and on each monthly anniversary thereafter, subject to the employee’s continued service to us through the applicable vesting date.

On December 30, 2024, Mr. Spangenberg and Mr. Kutcher were awarded special performance awards of stock options under the 2024 Equity Incentive Plan (the “Performance Awards”), all of which were out-of-the-money as of the date of grant, with fifty-percent (50%) of the award subject to exercise prices of $5.00 per share (the “Initial Performance Awards”), and the remaining fifty-percent (50%) subject to exercise prices of $10.00 per share (the “Secondary Performance Awards”). For these Performance Awards, the Initial Performance Awards vest upon the achievement of market capitalization levels for the Company’s common stock that exceeds $250,000,000 for at least 20 days of 30 trading days, and the Secondary Performance Awards vest upon the achievement market capitalization levels for the Company’s common stock that exceeds $500,000,000 for at least 20 days of 30 trading days, in all cases, subject to the executives’ continued services with the Company through the date of vesting.

On March 19, 2025, in order to accurately reflect the market capitalization-based performance goals associated with the Performance Awards, the Initial Performance Awards were adjusted to provide for a $4.60 exercise price per share, with the Secondary Performance Awards adjusted to provide for a $8.60 exercise price per share, respectively, which in both cases, based on internal valuations, did not result in any incremental grant date fair value attributable to each award. On May 1, 2025, the Initial Performance Awards and Secondary Performance Awards were adjusted to provide for a $4.00 exercise price per share to better reflect the expected price of the offering and to better capture the intended purpose of granting such awards to each of Mr. Spangenberg and Mr. Kutcher, resulting in incremental grant date fair value attributable to the (i) Initial Performance Awards for each executive of $1,337,817 and $802,689, respectively, and (ii) and Secondary Performance Awards for each executive of $980,771 and $588,464, respectively.

On March 19, 2025, Mr. Spangenberg and Mr. Kutcher were awarded 300,000 and 200,000 additional stock options, respectively, under the 2024 Equity Incentive Plan at an exercise price of $2.68 per share. For each new option grant, 1/12th of the shares subject to the option will vest on the first monthly anniversary of the March 19, 2025 vesting commencement date and on each monthly anniversary thereafter, subject to the employee’s continued service to us through the applicable vesting date. Subsequently, on May 1, 2025, Messrs. Spangenberg and Kutcher were awarded additional Performance Awards of stock options under the 2024 Equity Incentive Plan at an exercise price of $4.00 per share. For these Performance Awards, fifty-percent (50%) of the awards vest upon the achievement of market capitalization levels for the Company’s common stock that exceeds $250,000,000 for at least 20 days of 30 trading days (the “Subsequent Initial Performance Awards”), and the remaining fifty-percent (50%) of the awards vest upon the achievement market capitalization levels for the Company’s common stock that exceeds $500,000,000 for at least 20 days of 30 trading days (the “Subsequent Secondary Performance Awards”), subject to the executives’ continued services with the Company through the date of vesting. These new Performance Awards result in grant date fair value attributable to the (i) Subsequent Initial Performance Awards for each executive of $448,894 and $237,778, respectively, and (ii) and Subsequent Secondary Performance Awards for each executive of $322,489 and $170,821, respectively.

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Employment Agreements with Our Named Executive Officers

Each of the following employment agreements were entered into with Sauvegarder IM. Upon consummation of the Reorganization, Sauvegarder IM will become a wholly-owned subsidiary of SIM IP and the employment agreements will remain in place and govern the employment of Mr. Spangenberg and Mr. Kutcher as executive officers of SIM IP.

Employment Agreement with Mr. Spangenberg

On December 30, 2024, Sauvegarder IM entered into an employment agreement with Mr. Spangenberg setting forth the terms and conditions of his employment with us, which was amended on May 6, 2025. The employment agreement provides for Mr. Spangenberg to serve as our Chief Executive Officer. Under the terms of his employment agreement, Mr. Spangenberg’s initial base salary prior to the initial public offering is $250,000, and effective upon the completion of the initial public offering his base salary will be $360,000, subject to review and adjustment by our board of directors from time to time. Mr. Spangenberg’s annual bonus opportunity will be determined by the Executive Committee of Sauvegarder IM in its discretion prior to the initial public offering. Following the initial public offering, the annual bonus opportunity of Mr. Spangenberg will be determined by the compensation committee of the board of directors of SIM IP. The employment agreement also provides for the special performance awards described above.

Employment Agreement with Mr. Kutcher

On December 30, 2024, Sauvegarder IM entered into an employment agreement with Mr. Kutcher setting forth the terms and conditions of his employment with us, which was amended on May 6, 2025. The employment agreement provides for Mr. Kutcher to serve as our Chief Financial Officer. Under the terms of his employment agreement, Mr. Kutcher’s initial base salary prior to the initial public offering is $250,000, and effective upon the completion of the initial public offering his base salary will be $360,000, subject to review and adjustment by our board of directors from time to time. Mr. Kutcher’s annual bonus opportunity will be determined by the Executive Committee of Sauvegarder IM in its discretion prior to the initial public officer. Following the initial public offering, the annual bonus opportunity of Mr. Kutcher will be determined by the compensation committee of the board of directors of SIM IP. The employment agreement also provides for the special performance awards described above.

Severance

The employment agreements for Mr. Spangenberg and Mr. Kutcher provide that in the event the executive terminates their employment for “good reason” or we terminate their employment without “cause” (in each case defined in their employment agreement), they are entitled to receive the following benefits, in addition to any accrued obligations and subject to their execution of a general release of claims in our favor and obligations regarding solicitation, return of property, and non-disparagement and the expiration of any applicable expiration period with respect to the release: (i) any base salary earned through the date of termination; (ii) unpaid expense reimbursement in accordance with our 91 policy; (iii) unused vacation and sick leave that accrued through the date of termination in accordance with our policy; and (iv) an amount equal to one dollar ($1) less than three (3) times the sum of (x) base salary and (y) target annual bonus opportunity, in both cases, as of the termination date. The amounts payable will be paid out in substantially equal installments in accordance with our payroll practice commencing on the first regularly scheduled payroll date following the effective date of the release.

In the event the executive voluntarily resigns other than for “good reason” or executive’s employment is terminated by us for “cause,” subject to their execution of a general release of claims in our favor and obligations regarding solicitation, return of property, and non-disparagement and the expiration of any applicable expiration period with respect to the release, they will be entitled to (i) any base salary earned through the date of termination; (ii) unpaid expense reimbursement in accordance with our policy; (iii) unused vacation and sick leave that accrued through the date of termination in accordance with our policy; and (iv) six months of base salary. The amounts payable will be paid out in substantially equal installments in accordance with our payroll practice commencing on the first regularly scheduled payroll date following the effective date of the release.

Each executive’s employment agreement defines “cause” to mean the occurrence of any one or more of the following subject to certain notice and cure rights: (i) an act or omission that, in connection with his employment with our company, amounts to or constitutes a breach of a fiduciary duty, gross negligence, willful misconduct, or material misconduct, or that amounts to or constitutes fraud, embezzlement, or misappropriation; (ii) material breach of any material term(s) of his employment agreement; (iii) violation of any material policy(ies); (iv) an act or omission that, in the company’s sole discretion, is demonstrably and materially injurious to our company; (v) an act or omission that

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causes our company to materially suffer or endure public disgrace, disrepute, or economic harm; (vi) misappropriation of corporate assets or corporate opportunities; (vii) conviction of a felony, or a crime involving financial dishonesty towards our company; or (viii) failure to follow our reasonable directives or to perform the material responsibilities or duties of his position.

Each executive’s employment agreement defines “good reason” to mean the occurrence of any one or more of the following subject to certain notice and cure rights: (i) a material diminution in their base salary or target annual bonus opportunity; (ii) a material breach of the employment agreement by us; (iii) a material diminution in their authority, duties, or responsibilities; (iv) a material change to their reporting or (v) a material change in geographic location.

Equity incentive compensation plans

The following summarizes the material terms of the equity incentive compensation plans in which our NEOs are eligible to participate following the consummation of this offering.

2024 Incentive Award Plan

The board of directors and stockholders of Sauvegarder IM adopted the 2024 Plan in the fourth quarter of 2024, which will be assumed by Spectral IP and approved by its stockholder in connection with the Reorganization. The Company will use the 2024 Plan to grant incentive equity awards to its employees and service providers. The principal purpose of the 2024 Plan is to attract, retain and motivate selected employees, consultants and directors through the granting of stock-based compensation awards and cash-based performance bonus awards. The following description of the 2024 Plan is based on the key terms and provisions expected to be in the 2024 Plan; in the event of an inconsistencies between the 2024 Plan and this description, the terms and conditions of the 2024 Plan shall apply.

Share Reserve. Under the 2024 Plan, approximately 12,235,000 shares of Company Common Stock on an as converted basis will initially be reserved for issuance pursuant to a variety of stock-based compensation awards, including stock options, stock appreciation rights, or SARs, restricted stock awards, restricted stock unit awards, performance stock awards, performance stock unit awards, and other stock-based awards. The number of shares reserved for issuance will be increased by, if approved by our board of directors or the compensation committee of our board of directors, an annual increase on the first day of each fiscal year beginning in 2025 and ending in 2034, equal to the lesser of (A) 5% of the shares of stock outstanding on an as converted and fully diluted basis on the last day of the immediately preceding fiscal year, and (B) such smaller number of shares of stock as determined by our board of directors; provided, however, that no more than shares of stock may be issued upon the exercise of incentive stock options.

The following counting provisions will be in effect for the share reserve under the 2024 Plan:

• to the extent that an award terminates, expires or lapses for any reason or an award is settled in cash without the delivery of shares, any shares subject to the award at such time will be available for future grants under the 2024 Plan;

• to the extent shares are tendered or withheld to satisfy the grant, exercise price or tax withholding obligation with respect to any award under the 2024 Plan, such tendered or withheld shares will be available for future grants under the 2024 Plan;

• to the extent that shares of Company Common Stock awarded by us are repurchased by us prior to vesting so that shares are returned to us, such shares will be available for future grants under the 2024 Plan;

• the payment of dividend equivalents in cash in conjunction with any outstanding awards will not be counted against the shares available for issuance under the 2024 Plan; and

• to the extent permitted by applicable law or any exchange rule, shares issued in assumption of, or in substitution for, any outstanding awards of any entity acquired in any form of combination by us or any of our subsidiaries will not be counted against the shares available for issuance under the 2024 Plan.

The 2024 Plan includes limits with respect to non-employee directors. A non-employee director shall not receive total compensation for any fiscal year of the Company that exceeds $750,000. For this purpose total compensation is the sum of the grant date fair value of any equity or equity-based awards granted to such non-employee director during such fiscal year, and the amount of cash fees or awards payable to such non-employee director in respect of such service during any fiscal year, including any such amounts that are voluntarily deferred by the non-employee director.

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Administration. Following the Reorganization, the compensation committee of our board of directors is expected to administer the 2024 Plan unless our board of directors assumes authority for administration. The compensation committee must consist of at least three members of our board of directors, each of whom is intended to qualify as a “non-employee director” for purposes of Rule 16b-3 under the Exchange Act and an “independent director” within the meaning of the rules of the Nasdaq Global Select Market, or other principal securities market on which shares of Company Common Stock are traded. The 2024 Plan provides that the board of directors or the compensation committee may delegate its authority to grant awards to employees other than executive officers and certain senior executives of our company to a committee consisting of one or more members of our board of directors or one or more of our officers, other than awards made to our non-employee directors, which must be approved by our full board of directors.

Subject to the terms and conditions of the 2024 Plan, the administrator has the authority to select the persons to whom awards are to be made, to determine the number of shares to be subject to awards, and the terms and conditions of awards, and to make all other determinations and to take all other actions necessary or advisable for the administration of the 2024 Plan. The administrator is also authorized to adopt, amend, or rescind rules relating to administration of the 2024 Plan. Our board of directors may at any time remove the compensation committee as the administrator and rest in itself the authority to administer the 2024 Plan. The full board of directors administers the 2024 Plan with respect to awards to non-employee directors.

Eligibility. Options, SARs, restricted stock, performance stock, and all other stock-based awards under the 2024 Plan may be granted to individuals who are then our officers, employees, or consultants or are the officers, employees, or consultants of certain of our subsidiaries. Such awards also may be granted to our directors. Only employees of our company or certain of our subsidiaries may be granted incentive stock options, or ISOs.

Awards. The 2024 Plan provides that the administrator may grant or issue stock options, SARs, restricted stock, restricted stock units, performance stock, performance stock units, other stock-based awards, and dividend equivalents, or any combination thereof. Each award sets forth in a separate agreement with the person receiving the award and indicates the type, terms, and conditions of the award.

• Nonstatutory Stock Options, or NSOs, provide for the right to purchase shares of our common stock at a specified price which may not be less than fair market value on the date of grant, and usually become exercisable (at the discretion of the administrator) in one or more installments after the grant date, subject to the participant’s continued employment or service with us and/or subject to the satisfaction of corporate performance targets and individual performance targets established by the administrator. NSOs may be granted for any term specified by the administrator that does not exceed ten years.

• Incentive Stock Options, or ISOs, are designed in a manner intended to comply with the provisions of Section 422 of the Tax Code and are subject to specified restrictions contained in the Tax Code. Among such restrictions, ISOs must have an exercise price of not less than the fair market value of a share of common stock on the date of grant, may only be granted to employees, and must not be exercisable after a period of ten years measured from the date of grant. In the case of an ISO granted to an individual who owns (or is deemed to own) at least 10% of the total combined voting power of all classes of our capital stock, the 2024 Plan provides that the exercise price must be at least 110% of the fair market value of a share of common stock on the date of grant and the ISO must not be exercisable after a period of five years measured from the date of grant.

• Restricted Stock and Performance Stock may be granted to any eligible individual and made subject to such restrictions as may be determined by the administrator, which in the case of performance stock includes performance-based restrictions. Restricted stock and performance stock, typically, may be forfeited for no consideration or repurchased by us at the original purchase price if the conditions or restrictions on vesting are not met. In general, such stock may not be sold or otherwise transferred until restrictions are removed or expire. Recipients of restricted stock and performance stock, unlike recipients of options, have voting rights and have the right to receive dividends, if any, prior to the time when the restrictions lapse, however, extraordinary dividends will generally be placed in escrow, and will not be released until restrictions are removed or expire.

• Restricted Stock Units and Performance Stock Units may be awarded to any eligible individual, typically without payment of consideration, but subject to vesting conditions based on continued employment or service or on performance criteria established by the administrator. Like restricted stock and performance

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stock, such units may not be sold, or otherwise transferred or hypothecated, until vesting conditions are removed or expire. Unlike restricted stock and performance stock, stock underlying such units are not issued until the units have vested, and recipients of units generally have no voting or dividend rights prior to the time when vesting conditions are satisfied.

• Stock Appreciation Rights, or SARs, may be granted in connection with stock options or other awards, or separately. SARs granted in connection with stock options or other awards typically provide for payments to the holder based upon increases in the price of Company Common Stock over a set exercise price. The exercise price of any SAR granted under the 2024 Plan must be at least 100% of the fair market value of a share of Company Common Stock on the date of grant. There are no restrictions specified in the 2024 Plan on the exercise of SARs or the amount of gain realizable therefrom, although restrictions may be imposed by the administrator in the agreements. SARs under the 2024 Plan are settled in cash or shares of Company Common Stock, or in a combination of both, at the election of the administrator.

• Other Stock-Based Awards are awards of fully vested shares of Company Common Stock and other awards valued wholly or partially by referring to, or otherwise based on, shares of our Company Common Stock. Other stock-based awards may be granted to participants and may also be available as a payment form in the settlement of other awards, as standalone payments, and as payment in lieu of base salary, bonus, fees, or other cash compensation otherwise payable to any individual who is eligible to receive awards. The plan administrator determines the terms and conditions of other stock-based awards, which may include vesting conditions based on continued service, performance, and/or other conditions.

• Dividend Equivalents represent the right to receive the equivalent value of dividends paid on shares of Company Common Stock and may be granted alone or in tandem with awards other than stock options or SARs. Dividend equivalents are credited as of dividend payment dates during the period between a specified date and the date such award terminates or expires, as determined by the plan administrator.

Any award may be granted as a performance award, meaning that the award is subject to vesting and/or payment based on the attainment of specified performance goals.

Change in Control. In the event of a change in control where the acquirer does not assume or replace awards granted prior to the consummation of such transaction, awards issued under the 2024 Plan may be subject to accelerated vesting in the discretion of the administrator, such that 100% of such awards will become vested and exercisable or payable, as applicable. In addition, the administrator will also have complete discretion to structure one or more awards under the 2024 Plan to provide that such awards will become vested and exercisable or payable on an accelerated basis in the event such awards are assumed or replaced with equivalent awards, including in such circumstances where the individual’s service with us or the acquiring entity is subsequently terminated within a designated period following the change in control event. The administrator may also make appropriate adjustments to awards under the 2024 Plan and is authorized to provide for the acceleration, cash-out, termination, assumption, substitution, or conversion of such awards in the event of a change in control or certain other unusual or nonrecurring events or transactions. Under the 2024 Plan, a change in control is generally defined as:

• the transfer or exchange in a single transaction or series of related transactions by our stockholders of more than 50% of our voting stock to a person or group;

• a change in the composition of our board of directors such that incumbent directors cease to constitute a majority of the board;

• the consummation of a merger, consolidation reorganization or business combination, a sale or disposition of all or substantially all of the Company’s assets or the acquisition of assets or stock of another entity, other than a transaction (i) that results in our outstanding voting securities immediately before the transaction continuing to represent a majority of the voting power of the acquiring company’s outstanding voting securities; (ii) after which no person or group beneficially owns 50% or more of the outstanding voting securities of the surviving entity immediately after the transaction; and (iii) after which at least a majority of the board of the successor entities were board members at the time of the approval of the transaction; or

• our liquidation or dissolution.

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Adjustments of Awards. In the event of any stock dividend or other distribution, stock split, reverse stock split, reorganization, combination, or exchange of shares, merger, consolidation, split-up, spin-off, recapitalization, repurchase, or any other corporate event affecting the number of outstanding shares of Company Common Stock or the share price of our Company Common Stock that would require adjustments to the 2024 Plan or any awards under the 2024 Plan in order to prevent the dilution or enlargement of the potential benefits intended to be made available thereunder, the administrator will make appropriate, proportionate adjustments to:

• the aggregate number and type of shares subject to the 2024 Plan;

• the number and kind of shares subject to outstanding awards and terms and conditions of outstanding awards (including, without limitation, any applicable performance targets or criteria with respect to such awards); and

• the grant or exercise price per share of any outstanding awards under the 2024 Plan.

Amendment and Termination. The administrator may terminate, amend, or modify the 2024 Plan at any time and from time to time. However, we must generally obtain stockholder approval to the extent required by applicable law, rule, or regulation (including any applicable stock exchange rule). Notwithstanding the foregoing, an option may be amended to reduce the per share exercise price below the per share exercise price of such option on the grant date and options may be granted in exchange for, or in connection with, the cancellation or surrender of options having a higher per share exercise price without receiving additional stockholder approval.

Termination. The board of directors may terminate the 2024 Plan at any time. No awards, including incentive stock options, may be granted pursuant to the 2024 Plan after the 10th anniversary of the effective date of the 2024 Plan, and no additional annual share increases to the 2024 Plan’s aggregate share limit will occur from and after such anniversary. Any award that is outstanding on the termination date of the 2024 Plan will remain in force according to the terms of the 2024 Plan and the applicable award agreement.

We intend to file with the SEC a registration statement on Form S-8 covering the shares of our Company Common Stock issuable under the 2024 Plan.

Outstanding Awards

The following table sets forth information concerning outstanding equity awards held by each of our named executive officers as of December 31, 2024:

	Option awards
Name	Grant date	Number of securities underlying unexercised options exercisable (#)	Number of securities underlying unexercised options unexercisable (#)	Option exercise price ($/share)	Option expiration date
Erich Spangenberg	12/30/2024(1)	—	300,000	1.15	12/29/2034
	12/30/2024(2)	—	1,566,639	10.00	12/29/2034
	12/30/2024(3)	—	1,566,637	5.00	12/29/2034
David Kutcher	12/30/2024(1)	—	200,000	1.15	12/29/2034
	12/30/2024(2)	—	939,983	10.00	12/29/2034
	12/30/2024(3)	—	939,983	5.00	12/29/2034

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(1) 1/12th of the shares subject to the option vest on the first monthly anniversary of the vesting commencement date and on each monthly anniversary thereafter on the same date of the month as the vesting commencement (or if there is no such corresponding day, on the last day of such month), subject to continued service to us through the applicable vesting date.

(2) All shares subject to the option vest upon the achievement of market capitalization levels for our Company Common Stock that exceeds $250,000,000 for at least 20 days of any 30 trading days, subject to continued service to us through such date. The option was repriced as of March 19, 2025, and then again on May 1, 2025. For more information on the repricing, please see the narrative disclosure to the “Summary Compensation Table”.

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(3) All shares subject to the option vest upon the achievement of market capitalization levels for our Company Common Stock that exceeds $500,000,000 for at least 20 days of any 30 trading days, subject to continued service to us through such date. The option was repriced as of March 19, 2025, and then again on May 1, 2025. For more information on the repricing, please see the narrative disclosure to the “Summary Compensation Table”.

On March 19, 2025, Mr. Spangenberg and Mr. Kutcher were awarded stock options under the 2024 Equity Incentive Plan at an exercise price of $2.68 per share. 1/12th of the shares subject to the option vest on the first monthly anniversary of the vesting commencement date and on each monthly anniversary thereafter on the same date of the month as the vesting commencement (or if there is no such corresponding day, on the last day of such month), subject to continued service to us through the applicable vesting date. Subsequently, on May 1, 2025, Messrs. Spangenberg and Kutcher were awarded Performance Awards of stock options under the 2024 Equity Incentive Plan at an exercise price of $4.00 per share. Certain of the awards vest upon the achievement of market capitalization levels for the Company’s common stock that exceeds $250,000,000 for at least 20 days of 30 trading days, and certain of the awards vest upon the achievement market capitalization levels for the Company’s common stock that exceeds $500,000,000 for at least 20 days of 30 trading days, subject to the executives’ continued services with the Company through the date of vesting. For additional information relating to these new awards made in 2025, please see the narrative disclosure to the “Summary Compensation Table”.

Director compensation

Following the closing of this offering, the compensation committee of the Company Board will implement an appropriate compensation program for the non-employee directors of the Company. Under the non-employee director policy, our non-employee directors, will be compensated as follows:

• each non-employee director will receive a quarterly cash fee of $10,000;

• any chairperson of a committee will receive an additional quarterly cash fee of $5,000 for so long as such person serves as chairperson of a committee; and

• each non-employee director will receive an additional quarterly cash fee of $5,000 for serving on each of the nominating, governance and audit committees.

All cash fees will be paid quarterly, in arrears, or upon the earlier resignation or removal of the non-employee director. The amount of each payment will be prorated for any portion of the calendar quarter than a non-employee director is not serving on the board of directors, based on the number of calendar days served by such non-employee director.

The following table sets forth information concerning the compensation awarded to, earned by or paid to our non-employee directors during the period ended December 31, 2024 Messrs. Spangenberg and Kutcher do not receive compensation for their service as directors. Messrs. Spangenberg’s and Kutcher’s compensation for 2024 is included in the Summary Compensation Table (2024) above.

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SPECTRAL IP, INC. S-1/A