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): May 14, 2020
| PALTALK, INC. |
| (Exact name of registrant as specified in its charter) |
| Delaware | 000-52176 | 20-3191847 | ||
| (State or other jurisdiction of | (Commission File Number) | (IRS Employer | ||
| incorporation) | Identification No.) |
|
122 East 42nd Street, New York, NY |
10168 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (212) 594-5050
(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: None
| Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered | ||
| — | — | — |
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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On May 15, 2020, an amendment to the Certificate of Incorporation (the “Charter Amendment”) of Paltalk, Inc. (f/k/a PeerStream, Inc.) (the “Company”) became effective that changed the name of the Company from “PeerStream, Inc.” to “Paltalk, Inc.” (the “Name Change”). In connection with the Name Change, the Company’s common stock began trading under the new ticker symbol “PALT,” effective as of the opening of trading hours on May 15, 2020 (the “Symbol Change”). The new CUSIP number of the Company’s common stock is 69764K106.
The Name Change and Symbol Change do not affect the rights of the Company’s security holders. The Company’s securities will continue to be quoted on the OTC Markets. Following the Name Change, the stock certificates, which reflect the former name of the Company, will continue to be valid. Certificates reflecting the Name Change will be issued in due course as old stock certificates are tendered for exchange or transfer to the Company’s transfer agent.
Pursuant to Section 242 of the Delaware General Corporation Law, stockholder approval was not required to complete the Name Change or to approve or effect the Charter Amendment. The Charter Amendment is attached hereto as Exhibit 3.1 and is incorporated by reference herein.
In connection with the Charter Amendment, the Board of Directors of the Company authorized and approved Amendment No. 4 to the Amended and Restated By-Laws of the Company to conform to the Company’s new name (the “By-Laws Amendment”). The By-Laws Amendment is attached hereto as Exhibit 3.2 and is incorporated by reference herein.
Item 5.07 Submission of Matters to a Vote of Security Holders.
On May 14, 2020, Paltalk, Inc. held its 2020 Annual Meeting of Stockholders (the “Annual Meeting”), at which the following proposals were voted upon:
Proposal 1: Election of (i) Yoram (Rami) Abada, (ii) Jason Katz, (iii) Lance Laifer, (iv) Michael Levit and (v) John Silberstein to the Company’s Board of Directors, each to serve for a one-year term until the annual meeting of stockholders to be held in 2021.
| Nominee | Votes Cast For | Votes Withheld |
Broker
Non-Votes |
|||||||||
| Yoram (Rami) Abada | 4,013,223 | 695,019 | 455,825 | |||||||||
| Jason Katz | 4,013,223 | 695,019 | 455,825 | |||||||||
| Lance Laifer | 4,016,211 | 692,031 | 455,825 | |||||||||
| Michael Levit | 4,026,211 | 682,031 | 455,825 | |||||||||
| John Silberstein | 4,013,184 | 695,058 | 455,825 | |||||||||
Proposal 2: Ratification of the appointment of Marcum LLP as the Company’s independent registered public accounting firm.
| Votes Cast For | Votes Cast Against | Abstentions | ||
| 5,130,477 | 10,061 | 23,529 |
Each of the proposals acted upon by the Company’s stockholders at the Annual Meeting received a sufficient number of votes to be approved.
1
Section 7 — Regulation FD
Item 7.01 Regulation FD Disclosure.
On May 14, 2020, the Company issued a press release announcing the Name Change and Symbol Change. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated by reference herein.
The information in Item 7.01 of this report (including Exhibit 99.1 attached hereto) is being furnished pursuant to Item 7.01 and shall not be deemed to be filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “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 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 Exhibits.
(d) Exhibits
2
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: | May 15, 2020 | ||
| PALTALK, INC. | |||
| By: | /s/ Jason Katz | ||
| Jason Katz | |||
| Chief Executive Officer | |||
3
Exhibit 3.1
CERTIFICATE OF AMENDMENT
TO
CERTIFICATE OF INCORPORATION
OF
PEERSTREAM, INC.
PeerStream, Inc. (the “Corporation”), a corporation duly organized and existing under the laws of the State of Delaware, by its duly authorized officer, does hereby certify that:
1. The Board of Directors of the Corporation has duly adopted resolutions (i) authorizing the Corporation to execute and file with the Secretary of State of the State of Delaware an amendment of the Corporation’s Certificate of Incorporation, as amended, to change the name of the Corporation to “Paltalk, Inc.” and (ii) declaring such amendment to be advisable and in the best interest of the Corporation.
2. Upon this Certificate of Amendment becoming effective, Article First of the Certificate of Incorporation of the Corporation is hereby amended and restated in its entirety as follows:
“FIRST: The name of the corporation shall be: Paltalk, Inc.”
3. Upon this Certificate of Amendment becoming effective, the Certificate of Incorporation of the Corporation is hereby amended by replacing all headings containing the words “PEERSTREAM, INC.” with “PALTALK, INC.”
4. This Certificate of Amendment has been duly approved by the Board of Directors of the Corporation in accordance with Sections 141(f) and 242 of the General Corporation Law of the State of Delaware.
5. This Certificate of Amendment shall become effective at 9:25 a.m., Eastern Time, on May 15, 2020.
[Remainder of Page Intentionally Left Blank]
IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be executed by its duly authorized officer this 4th day of May, 2020.
| PEERSTREAM, INC., | |
| a Delaware corporation | |
| /s/ Jason Katz | |
| Jason Katz | |
| Chief Executive Officer |
Exhibit 3.2
AMENDMENT TO
AMENDED AND RESTATED
BY-LAWS
OF Peerstream, INC.
Pursuant to Article NINTH of the Certificate of Incorporation, as amended, of PeerStream, Inc., a Delaware corporation (the “Corporation”), Article IX, Section 4 of the Amended and Restated By-Laws (the “By-Laws”) of the Corporation, and Section 109 of the General Corporation Law of the State of Delaware, on the date hereof, the By-Laws of the Corporation are hereby amended as follows:
Article I, Section 1 of the By-Laws is hereby deleted in its entirety and replaced with the following:
“Section 1. Name. The legal name of this corporation (hereinafter called the “Corporation”) is Paltalk, Inc.”
Additionally, all headings contained in the By-Laws are hereby amended to replace the words “PEERSTREAM, INC.” with “Paltalk, Inc.” Except as modified and amended hereby, the By-Laws of the Corporation remain in full force and effect with no further amendment or modification.
Adopted and effective as of May 15, 2020.
Exhibit 99.1
PeerStream Name Change to Paltalk, Inc. and New Ticker Symbol, “PALT” Effective Friday, May 15, 2020
NEW YORK, NY - May 14, 2020 - PeerStream, Inc. (“PeerStream,” the “Company,” “we,” “our” or “us”) (OTCQB: PEER), a leading communications software innovator that powers multimedia social applications and developer of secure communications software, today announced that the Company’s corporate name has been changed from “PeerStream, Inc.” to “Paltalk, Inc.,” effective Friday, May 15, 2020, and that the change of its ticker symbol from “PEER” to “PALT” has been approved by the Financial Industry Regulatory Authority (FINRA). The Company’s common stock will continue to trade on the OTC Markets and begin trading under the new ticker symbol (OTCQB: PALT) (CUSIP 69764K106), effective at the opening of trading hours on Friday, May 15, 2020.
As previously announced, the corporate name change reflects the Company’s roots and strategic refocus on its multimedia social apps, Paltalk and Camfrog, which together are host to one of the world’s largest collections of video-based communities.
ABOUT PEERSTREAM, INC. (OTCQB: PEER)
PeerStream is a communications software innovator that powers multimedia social applications. We have also developed a suite of secure communications software for use worldwide. Our product portfolio includes Paltalk and Camfrog, which together host one of the world’s largest collections of video-based communities. Our other products include Tinychat and Vumber. The Company has an over 20-year history of technology innovation and holds 18 patents. For more information, please visit: http://www.peerstream.com.
To be added to our news distribution list, please visit: http://www.peerstream.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, the impact of the recent coronavirus outbreak on our results of operations and our business; our ability to effectively market and generate revenue from our applications, risks and uncertainties related to our increasing focus on the use of new and novel technologies, such as blockchain and Props tokens, to enhance our applications, and our ability to timely complete development of applications using new technologies; our ability to effectively integrate Props tokens into our existing applications; our ability to effectively secure new software development and licensing customers; legal and regulatory requirements related to the use of blockchain, including us holding and distributing cryptocurrencies and accepting cryptocurrencies as a method of payment for our services; the use of the internet and privacy and protection of user data; risks related to our holdings of digital tokens, including risks related to the volatility of the trading price of digital tokens and our ability to convert digital tokens into fiat currency; 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.
CONTACTS:
IR@peerstream.com
Stephanie Prince
PCG Advisory
sprince@pcgadvisory.com
646-762-4518