Paltalk Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders
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Introductory Note
As previously announced, on August 11, 2024, Paltalk, Inc. (the “Company”), entered into an Agreement and Plan of Merger (as it may be amended from time to time in accordance with the terms thereof, the “Acquisition 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, PALT Merger Sub 2, LLC, a Delaware limited liability company and a direct and wholly owned subsidiary of the Company, Newtek Technology Solutions, Inc., a New York corporation (“NTS”), and NewtekOne, Inc., a Maryland corporation and the sole stockholder of NTS, to acquire NTS through a two-step merger process (the “Acquisition”).
Also as previously announced, on November 7, 2024, the Company entered into an Asset Purchase Agreement (the “Divestiture Agreement”), by and among the Company, certain of the Company’s subsidiaries party thereto and Meteor Mobile Holdings, Inc. (“Meteor”), pursuant to which the Company agreed to sell to Meteor the Company’s telecommunications services provider, “Vumber”, as well as its “Paltalk” and “Camfrog” applications and certain assets and liabilities related to such services provider and applications (the “Divestiture”).
Section 5 — Corporate Governance and Management
Item 5.07 Submission of Matters to a Vote of Security Holders.
On December 30, 2024, the Company held a special meeting of stockholders (the “Special Meeting”) to consider certain proposals related to the Acquisition and the Divestiture.
As of the close of business on November 13, 2024, the record date for the Special Meeting, there were 9,236,987 shares of common stock, par value $0.001 per share, of the Company (the “Common Stock”), excluding shares held by the Company as treasury stock, outstanding and entitled to vote at the Special Meeting. At the Special Meeting, the holders of a total of 5,166,198 shares of Common Stock, representing approximately 56% of the shares of Common Stock outstanding and entitled to vote at the Special Meeting, were present or represented by proxy at the Special Meeting, constituting a quorum.
The following are the final voting results on proposals considered and voted upon at the Special Meeting, each of which is described in more detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission (the “SEC”) on November 26, 2024 (the “Proxy Statement”).
Proposal 1: To approve, for the purposes of complying with the applicable provisions of Nasdaq Listing Rule 5635, the issuance of an aggregate of 9,000,000 shares 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, in connection with the Acquisition and pursuant to the Acquisition Agreement.
| Votes Cast For | Votes Cast Against | Abstentions | ||
| 5,110,567 | 50,125 | 5,506 |
Proposal 2: To approve the Divestiture pursuant to the Divestiture Agreement, which may be deemed to be a sale of substantially all of the Company’s assets under Section 271 of the Delaware General Corporation Law, as amended.
| Votes Cast For | Votes Cast Against | Abstentions | ||
| 5,149,736 | 12,460 | 4,002 |
Proposal 3: To approve, on a non-binding, advisory basis, certain compensation that may be paid or become payable to the Company’s named executive officers in connection with the Acquisition and the Divestiture.
| Votes Cast For | Votes Cast Against | Abstentions | ||
| 4,961,757 | 81,975 | 122,466 |
Each of the proposals acted upon by the Company’s stockholders at the Special Meeting received a sufficient number of votes to be approved. The Company’s stockholders did not vote on the proposal to adjourn the Special Meeting to a later date or time because such adjournment was not necessary. No other matters were submitted to or voted on by the Company’s stockholders at the Special Meeting.
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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: December 30, 2024
| PALTALK, INC. | ||
| By: | /s/ Jason Katz | |
| Jason Katz | ||
| Chief Executive Officer | ||
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