Paltalk, Inc. Files 8-K for Asset Deal and Officer Changes

TL;DR

Paltalk's 8-K: Asset deal done, execs shuffled, equity sold. Big changes afoot.

AI Summary

On December 30, 2024, PALTALK, INC. (formerly PeerStream, Inc. and Snap Interactive, Inc.) entered into a Material Definitive Agreement related to the completion of an acquisition or disposition of assets. The filing also addresses unregistered sales of equity securities, material modifications to security holder rights, and changes in officers and directors. Additionally, it notes amendments to the company's code of ethics and provides Regulation FD disclosures.

Why It Matters

This 8-K filing indicates significant corporate actions, including an asset acquisition or disposition and changes in executive and director roles, which could impact the company's strategic direction and shareholder value.

Risk Assessment

Risk Level: medium — The filing details multiple significant corporate events including acquisitions, equity sales, and changes in leadership, which inherently carry a medium level of risk and uncertainty.

Key Players & Entities

• PALTALK, INC. (company) — Filer
• PeerStream, Inc. (company) — Former Company Name
• Snap Interactive, Inc (company) — Former Company Name
• 20241230 (date) — Report Date
• 20250102 (date) — Filing Date

FAQ

Key Financial Figures

• $0.001 — nge on which registered Common Stock, $0.001 par value PALT The Nasdaq Capital M
• $4,000,000 — he Acquisition Closing consisted of (i) $4,000,000 in cash (as adjusted pursuant to the Ac
• $5,000,000 — is entitled to receive an amount up to $5,000,000 (the " Acquisition Earn-Out Amount ") b
• $1.00 — no event shall such price be less than $1.00. Pursuant to the Acquisition Agreemen
• $1,350,000 — ing of the Divestiture consisted of (i) $1,350,000 in cash and (ii) the assumption of all
• $3,500,000 — or any Revenue greater than or equal to $3,500,000 and less than $4,250,000, the amount of
• $4,250,000 — an or equal to $3,500,000 and less than $4,250,000, the amount of such Revenue multiplied
• $4,250,000 m — the amount of such Revenue in excess of $4,250,000 multiplied by 0.40; and 2 from each o
• $7,000,000 — or any Revenue greater than or equal to $7,000,000 and less than $8,500,000, the amount of
• $8,500,000 — an or equal to $7,000,000 and less than $8,500,000, the amount of such Revenue multiplied
• $8,500,000 m — the amount of such Revenue in excess of $8,500,000 multiplied by 0.40 (the aggregate amount,
• $1,650,000 — of "Paltalk," "Camfrog" and "Vumber" is $1,650,000, $450,000 and $300,000, respectively, a
• $450,000 — " "Camfrog" and "Vumber" is $1,650,000, $450,000 and $300,000, respectively, and the Acc
• $300,000 — nd "Vumber" is $1,650,000, $450,000 and $300,000, respectively, and the Acceleration Pay
• $285,000 — Ms. Jenny's annualized base salary from $285,000 to $310,000, effective retroactively as

Filing Documents

• ea0226465-8k_intelli.htm (8-K) — 131KB
• ea022646501ex3-1_intelli.htm (EX-3.1) — 8KB
• ea022646501ex3-2_intelli.htm (EX-3.2) — 3KB
• ea022646501ex3-3_intelli.htm (EX-3.3) — 114KB
• ea022646501ex10-1_intelli.htm (EX-10.1) — 122KB
• ea022646501ex10-2_intelli.htm (EX-10.2) — 132KB
• ea022646501ex10-3_intelli.htm (EX-10.3) — 130KB
• ea022646501ex10-4_intelli.htm (EX-10.4) — 148KB
• ea022646501ex10-5_intelli.htm (EX-10.5) — 118KB
• ea022646501ex14-1_intelli.htm (EX-14.1) — 72KB
• ea022646501ex14-2_intelli.htm (EX-14.2) — 42KB
• ea022646501ex23-1_intelli.htm (EX-23.1) — 2KB
• ea022646501ex99-1_intelli.htm (EX-99.1) — 13KB
• 0001213900-25-000379.txt ( ) — 1433KB
• palt-20241230.xsd (EX-101.SCH) — 3KB
• palt-20241230_lab.xml (EX-101.LAB) — 33KB
• palt-20241230_pre.xml (EX-101.PRE) — 22KB
• ea0226465-8k_intelli_htm.xml (XML) — 4KB

02

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. Appointment of Executive Officers Effective as of the Closing Date, the Company's Board of Directors (the " Board ") (i) reaffirmed the appointment of certain executive officers to their existing roles, (ii) approved certain executive officer title changes and the modification of the duties of certain executive officers, and (iii) appointed Jared Mills, who previously served as the President of NTS, as the Company's President such that, following the Acquisition Closing, the executive officers of the Company (the " Executive Officers ") have the respective titles and roles as set forth below (such changes as reflected below, the " Officer Appointments "): Name Former Title and Roles New Title and Roles Jason Katz Chief Executive Officer, President and Chief Operating Officer Chief Executive Officer Kara Jenny Chief Financial Officer No change in title or role Jared Mills - President Adam Zalko Senior Vice President Chief Operating Officer Mr. Mills, 51, is a seasoned technology and business leader with over 20 years of experience in Managed IT Services and Global Scale Multi-Site Private Cloud Datacenter Operations. Mr. Mills previously served as President, Chief Operating Officer and as a director of NTS from March 2019 to January 2025, where he was responsible for overseeing day-to-day operations in sectors such as technology, sales, marketing and service delivery, with a focus on driving profitability and revenue growth. Mr. Mills also served as Chief Technology Officer of Newtek and Newtek Bank from December 2022 to January 2025, where he led the development and execution of technology strategy and oversaw software development, data management, cybersecurity and infrastructure. From December 2021 to December 2023, Mr. Mills served as President, Chief Operating Officer and

View Full Filing

View this 8-K filing on SEC EDGAR