Paltalk, Inc. Files 8-K: Material Agreement, Equity Sales

TL;DR

Paltalk (PALT) signed a new deal & sold stock, filing shows.

AI Summary

On August 11, 2024, PALTALK, INC. entered into a material definitive agreement, the details of which are not fully disclosed in this filing. The company also reported unregistered sales of equity securities and provided a Regulation FD disclosure. This filing includes financial statements and exhibits related to these events.

Why It Matters

This 8-K filing indicates significant corporate activity for Paltalk, Inc., including a new material agreement and equity transactions, which could impact its financial structure and future operations.

Risk Assessment

Risk Level: medium — The filing mentions unregistered sales of equity securities and a material definitive agreement, which can introduce financial and operational risks if not managed properly.

Key Players & Entities

• PALTALK, INC. (company) — Registrant
• August 11, 2024 (date) — Date of earliest event reported

FAQ

Key Financial Figures

• $0.001 — nge on which registered Common Stock, $0.001 par value PALT The Nasdaq Capital M
• $4,000,000 — ) pay Newtek an amount in cash equal to $4,000,000, which is subject to customary purchase
• $5,000,000 — is entitled to receive an amount up to $5,000,000 (the " Earn-Out Amount ") based on the
• $1.00 — no event shall such price be less than $1.00. The issuance of the Closing Stock Cons

Filing Documents

• ea0211071-8k_paltalk.htm (8-K) — 83KB
• ea021107101ex2-1_paltalk.htm (EX-2.1) — 930KB
• ea021107101ex10-1_paltalk.htm (EX-10.1) — 69KB
• ea021107101ex99-1_paltalk.htm (EX-99.1) — 48KB
• 0001213900-24-067418.txt ( ) — 1549KB
• palt-20240811.xsd (EX-101.SCH) — 3KB
• palt-20240811_lab.xml (EX-101.LAB) — 33KB
• palt-20240811_pre.xml (EX-101.PRE) — 22KB
• ea0211071-8k_paltalk_htm.xml (XML) — 4KB

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement. Agreement and Plan of Merger On August 11, 2024 (the " Execution Date "), Paltalk, Inc. (the " Company ") entered into an Agreement and Plan of Merger (the " Merger Agreement "), by and among the Company, PALT Merger Sub 1, Inc., a New York corporation and a direct and wholly owned subsidiary of the Company (" First Merger Sub "), PALT Merger Sub 2, LLC, a Delaware limited liability company and a direct and wholly owned subsidiary of the Company (" Second Merger Sub "), Newtek Technology Solutions, Inc., a New York corporation (" NTS "), and NewtekOne, Inc., a Maryland corporation and the sole stockholder of NTS (" Newtek "), pursuant to which following the receipt of the Paltalk Stockholder Approval (defined below): (i) NTS will merge with and into First Merger Sub, with NTS continuing as the surviving entity (the " Interim Surviving Entity " and such merger, the " First Step Merger "), and (ii) immediately following the consummation of the First Step Merger, the Interim Surviving Entity will merge with and into Second Merger Sub, with Second Merger Sub continuing as the surviving entity (the " Second Step Merger " and, together with the First Step Merger, the " Mergers "). Merger Consideration and Potential Earn-Out Pursuant to the Merger Agreement, as consideration for the Mergers, the Company agreed to (i) pay Newtek an amount in cash equal to $4,000,000, which is subject to customary purchase price adjustments as set forth in the Merger Agreement, including a working capital adjustment (the " Closing Cash Consideration ") and (ii) issue Newtek 4,000,000 shares (the " Closing Stock Consideration " and together with the Closing Cash Consideration, the " Closing Consideration ") of a newly created series of preferred stock, the Series A Non-Voting Common Equivalent Stock of the Company, par value $0.001 per share (the " Preferred Stock "), with the powers, preferences and relative, participating, optio

02. Unregistered Sales of Equity Securities

Item 3.02. Unregistered Sales of Equity Securities. The disclosure set forth above in Item 1.01 of this Current Report on Form 8-K relating to the issuance of the Closing Stock Consideration and the Earnout Consideration is incorporated by reference herein. The securities of the Company that may be issued as Closing Stock Consideration and Earnout Consideration will not initially be registered under the Securities Act in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act and/or Regulation D promulgated thereunder. Section 7 – Regulation FD

01. Regulation FD Disclosure

Item 7.01. Regulation FD Disclosure. On August 12, 2024, the Company issued a press release announcing the execution of the Merger Agreement. The press release is attached hereto as Exhibit 99.1 and is incorporated into this Item 7.01 by reference. The information included under Item 7.01 of this Current Report on Form 8-K (including Exhibit 99.1) is being furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (" Exchange Act "), or otherwise be subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act or the Exchange Act, whether made before or after the date hereof and regardless of any general incorporation language in such filing. Forward-Looking Certain of the Securities Act and Section 21E of the Exchange Act, that are based on current expectations, estimates, forecasts and assumptions and are subject to risks and uncertainties. Words such as "anticipate," "assume," "began," "believe," "budget," "continue," "could," "estimate," "expect," "forecast," "goal," "intend," "may," "plan," "potential," "predict," "project," "seek," "should," "target," "would" and variations of such words and similar expressions are intended to identify such forward-looking statements. Investors are cautioned that any such statements are not guarantees of future performance and that actual results or developments may differ materially from those projected in the forward-looking statements. Forward-looking and its expected terms, timing and closing, including receipt of required approvals, satisfaction of other customary closing conditions and expected changes and appointme

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 2.1# Agreement and Plan of Merger, dated August 11, 2024, by and among Paltalk, Inc., PALT Merger Sub 1, Inc., PALT Merger Sub 2, LLC, Newtek Technology Solutions, Inc. and NewtekOne, Inc. 10.1 Form of Voting and Support Agreement. 99.1 Press Release, dated August 12, 2024 (furnished pursuant to Item 7.01). 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). # Certain schedules and exhibits to this agreement have been omitted pursuant to Item 601(b)(2) of Regulation S-K. A copy of any omitted schedule or exhibit will be furnished supplementally to the SEC or its staff upon request. 5

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Date: August 12, 2024 PALTALK, INC. By: /s/ Jason Katz Jason Katz Chief Executive Officer 6

View Full Filing

View this 8-K filing on SEC EDGAR