Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 9, 2023

PALTALK, INC.

(Exact name of registrant as specified in its charter)

Delaware		001-38717		20-3191847
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

30 Jericho Executive Plaza, Suite 400E

Jericho, NY

11753

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (212) 967-5120

(Former name or former address, if changed since last report)

Not Applicable

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, $0.001 par value		PALT		The Nasdaq Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Section 5 — Corporate Governance and Management

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

On October 9, 2023, the Board of Directors (the “Board”) of Paltalk, Inc. (the “Company”) increased the size of the Board from five (5) directors to six (6) directors and filled the newly created vacancy by appointing Geoffrey Cook as a director of the Company, effective as of October 10, 2023. Mr. Cook will serve in such capacity until the Company’s 2024 annual meeting of stockholders or until his earlier death, resignation or removal. Mr. Cook was also appointed to serve as a member of the Nominating and Corporate Governance Committee of the Board and the Strategic Transactions Committee of the Board.

In connection with his appointment to the Board, and in lieu of receiving compensation pursuant to the Company’s non-employee director retainer policy, on October 10, 2023, Mr. Cook was granted a non-qualified stock option to purchase 100,000 shares of common stock of the Company, par value $0.001 per share (the “Common Stock”), with an exercise price equal to $1.86 per share of Common Stock. The shares of Common Stock underlying such option will vest and become exercisable in four equal annual installments on each anniversary of the date of grant, provided that Mr. Cook is providing servicing to the Company on each applicable vesting date.

There are no arrangements or understandings between Mr. Cook and any other persons pursuant to which he was selected to serve on the Board. In addition, there are no transactions between the Company and Mr. Cook or his immediate family members requiring disclosure under Item 404(a) of Regulation S-K promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

Section 7 — Regulation FD

Item 7.01 Regulation FD Disclosure.

On October 11, 2023, the Company issued a press release announcing the appointment of Mr. Cook to the Board. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

The information in this Item 7.01 (including Exhibit 99.1) is being furnished pursuant to Item 7.01 and shall not be deemed to be “filed” for the purposes of Section 18 of the Exchange Act or otherwise subject to liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof and regardless of any general incorporation language in such filing.

Section 9 — Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits.

Exhibit No.		Description
99.1		Press Release of Paltalk, Inc., dated October 11, 2023 (furnished pursuant to Item 7.01).
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

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: October 11, 2023

	PALTALK, INC.

	By:	/s/ Jason Katz
		Jason Katz
		Chief Executive Officer

Exhibit 99.1

Paltalk, Inc. Appoints Geoff Cook to Board of Directors

Will Serve as Member of Strategic Transactions and Nominating Committees

Jericho, NY – October 11, 2023 (GLOBE NEWSWIRE) -- via NewMediaWire -- Paltalk, Inc. (“Paltalk,” the “Company,” “we,” “our” or “us”) (Nasdaq: PALT), a communications software innovator that powers multimedia social applications, today announced that Geoffrey Cook was appointed to the board of directors of the Company, effective as of October 10, 2023. The Company increased the size of the board of directors from five (5) directors to six (6) directors, and Mr. Cook was selected to fill the newly created vacancy.

Jason Katz, Chairman and CEO of Paltalk, commented, “We are thrilled to have Geoff join our board of directors at this time, as we embark on further advancing our business both organically and acquisitively. His experience, knowledge, and success in growing The Meet Group, and ultimately selling it in 2020 for $500 million to ProSiebenSat.1 Media, enables Geoff to provide us valuable guidance going forward. We look forward to Geoff’s insight and input as we evaluate the Company’s opportunities and continue to build and execute strategic plans.”

Geoff Cook, incoming independent director, stated, “I believe Paltalk has many great opportunities in front of it, and I’m pleased to work with Jason, the board of directors as a whole, and the other members of the Paltalk management team in building stockholder value for Paltalk. Having built and grown companies at similar stages to that of Paltalk, I believe my expertise will bring a unique perspective that will contribute positively to the team.”

Mr. Cook was also appointed to serve as a member of the Nominating and Corporate Governance Committee of the board of directors and the Strategic Transactions Committee of the board of directors.

ABOUT PALTALK, INC. (Nasdaq: PALT)

Paltalk, Inc. is a communications software innovator that powers multimedia social applications. Our product portfolio includes Paltalk and Camfrog, which together host a large collection of video-based communities. Our other products include ManyCam, Tinychat and Vumber. The Company has an over 20-year history of technology innovation and holds 10 patents. For more information, please visit: http://www.paltalk.com.

To be added to our news distribution list, please visit: http://www.paltalk.com/investor-alerts/.

FORWARD-LOOKING STATEMENTS:

This press release contains “forward-looking statements.” Such statements may be preceded by the words “intends,” “may,” “will,” “plans,” “expects,” “anticipates,” “projects,” “predicts,” “estimates,” “aims,” “believes,” “hopes,” “potential,” or similar words. Forward-looking statements are not guarantees of future performance, are based on certain assumptions and are subject to various known and unknown risks and uncertainties, many of which are beyond the Company’s control, and cannot be predicted or quantified and consequently, actual results may differ materially from those expressed or implied by such forward-looking statements. Such risks and uncertainties include, without limitation, any economic recession and the overall inflationary environment on our results of operations and our business; our ability to effectively market and generate revenue from our applications; our ability to generate and maintain active users and to effectively monetize our user base; our ability to improve, market and promote the ManyCam software; our ability to retain the listing of our common stock on The Nasdaq Capital Market; our ability to release new applications or improve upon or add features to existing applications on schedule or at all; risks and uncertainties related to our increasing focus on the use of new and novel technologies to enhance our applications, and our ability to timely complete development of applications using new technologies; our ability to effectively compete with existing competitors and new market entrants; our ability to effectively secure new software development and licensing customers; our ability to protect our intellectual property rights; the use of the internet and privacy and protection of user data; our ability to consummate favorable acquisitions and effectively integrate any companies or properties that we acquire; and our ability to manage our partnerships and strategic alliances. More detailed information about the Company and the risk factors that may affect the realization of forward-looking statements is set forth in the Company’s filings with the Securities and Exchange Commission (“SEC”), including the Company’s most recent Annual Report on Form 10-K and Quarterly Reports on Form 10-Q. Investors and security holders are urged to read these documents free of charge on the SEC’s website at www.sec.gov.

All forward-looking statements speak only as of the date on which they are made. The Company undertakes no obligation to update any forward-looking statement or statements to reflect events or circumstances after the date on which such statement was made, except to the extent required by applicable securities laws.

Investor Contacts:

IR@paltalk.com

ClearThink

nyc@clearthink.capital

917-658-7878

Cover	Oct. 09, 2023
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Oct. 09, 2023
Entity File Number	001-38717
Entity Registrant Name	PALTALK, INC.
Entity Central Index Key	0001355839
Entity Tax Identification Number	20-3191847
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	30 Jericho Executive Plaza
Entity Address, Address Line Two	Suite 400E
Entity Address, City or Town	Jericho
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	11753
City Area Code	212
Local Phone Number	967-5120
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, $0.001 par value
Trading Symbol	PALT
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false