Intelligent Protection Management Corp.: agrees to acquire JVCo in two step deal

What happened On Oct 22, 2026, Intelligent Protection Management Corp entered into a Unit Purchase Agreement with Advanced Technology Distributors Inc., AdTech IT LLC (JVCo) and certain AdTech stockholders under which the company agreed to, subject to conditions and in two closings, initially acquire 49% of the issued and outstanding membership interests of JVCo and subsequently acquire the remaining 51% so that JVCo becomes a direct, wholly owned subsidiary. The filing says AdTech formed JVCo and will contribute its business assets to JVCo at the First Closing; the First Closing is expected promptly after the California Public Utilities Commission approves a Tier 2 advice letter transferring AdTech’s CLEC license to JVCo, and the Final Closing is expected promptly after CPUC approval of the CLEC license change of control.

Key details

• First Closing consideration: Initial cash consideration of $750,000, subject to customary purchase price adjustments; $490,000 will be escrowed for indemnity and $50,000 escrowed for purchase price adjustment security.
• Final Closing consideration: Remaining cash consideration of $1,250,000, a secured promissory note with aggregate principal of $600,000, and an earnout payment of up to $100,000 based on 2027 revenue; the company may elect to pay up to $500,000 of the Remaining Cash Consideration in common stock.
• Conditions and timing: First Closing conditioned on Tier 2 Advice Letter Approval and other customary conditions; if First Closing has not occurred by Mar 31, 2027 certain termination rights apply. Final Closing conditioned on CLEC license change-of-control approval, consummation of the First Closing and other customary conditions; Final Closing must occur within 12 months after the First Closing unless extended by mutual written agreement.
• Interim governance: During the period before the First Closing, AdTech will operate the business in the ordinary course subject to restrictions; between the First Closing and the Final Closing AdTech retains operational control of JVCo subject to the amended and restated LLC agreement and related governance provisions.

Why it may matter The filing reports Item 1.01 (entry into a material definitive agreement). The filing also includes Item 3.02 (unregistered sales of equity securities) and Item 7.01 (Regulation FD disclosure via a press release). A filing does not show why the insider traded or why the company acted.