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Item 9A. Controls and Procedures

2025-03-24 compared with 2024-03-15 · 124 added, 1061 removed, 89 unchanged (93% of the section changed)

24 unchanged sentences

as appropriate, to allow timely decisions regarding required disclosure.

Management’s Annual Report on Internal Control Over Financial

Management’s Annual Report on Internal

Control Over Financial Reporting

Our management is responsible for establishing

and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(f) or 15d-15(f) under the Exchange Act).

Our internal control system was designed to, in general, provide reasonable assurance to our management and the Board of Directors regarding

the preparation and fair presentation of published financial statements, but because of its inherent limitations, internal control over

financial reporting may not prevent or detect misstatements.

Our internal control system was designed to, in general, provide reasonable assurance to our management and the Board regarding the preparation

and fair presentation of published financial statements, but because of its inherent limitations, internal control over financial reporting

may not prevent or detect misstatements.

Our chief executive officer and chief financial

6 unchanged sentences

The framework used by management in making that

assessment was the criteria set forth in the document entitled “Internal Control – Integrated Framework” issued by

the Committee of Sponsoring Organizations of the Treadway Commission in 2013.

Changes in Internal Control over Financial Reporting

assessment was the criteria set forth in the document entitled “Internal Control – Integrated Framework” issued by the

Committee of Sponsoring Organizations of the Treadway Commission in 2013.

Changes in Internal Control over Financial

There were no changes in our internal control

1 unchanged sentence

that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Following fiscal year end, on January 2, 2025,

the Company completed the Acquisition.

As a result, the evaluation of the effectiveness of internal control over financial reporting did

not include the internal controls of NTS, the entity acquired in the Acquisition.

Under guidelines established by the SEC, companies are

permitted to exclude acquisitions from their assessment of internal control over financial reporting during the first year following an

acquisition, while integrating an acquired company.

The Company is in the process of integrating its internal controls over financial

reporting following the Acquisition.

As a result of these integration activities, certain controls will be evaluated and may be changed.

OTHER INFORMATION

On December 14, 2023, Jason Katz , our Chief Executive

Officer and a member of the Board of Directors , adopted a Rule 10b5-1 trading arrangement (the “10b5-1 Plan”) that is intended

to satisfy the affirmative defense of Rule 10b5-1(c) of the Exchange Act.

The 10b5-1 Plan provides for the sale of up to 80,000 shares

of our common stock at specified market prices, commencing on the later of (i) March 14, 2024 and (ii) the second trading day following

disclosure of our financial results on Form 10-K for the fiscal year and quarter ended December 31, 2023, and ending March 15, 2025.

The 10b5-1 Plan was subsequently terminated on February 7, 2024, and no sales were made pursuant to the 10b5-1 Plan.

During the three months ended December 31, 2024,

none of the Company’s directors or executive officers adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule

10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS

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CORPORATE GOVERNANCE

Board of Directors

The following table sets forth the name, age

and position of the directors serving on our Board of Directors as of March 11, 2024:

Yoram “Rami” Abada

Geoffrey Cook

Chief Financial Officer

Chief Executive Officer,

President, Chief Operating Officer and Chairman of the Board of Directors

John Silberstein

The following sets forth biographical information

and the qualifications and skills for each director:

Yoram “Rami” Abada

was appointed as a member of our Board of Directors in October 2016.

Abada previously served as the President of Factory

Direct Enterprises, one of the largest licensees of Ashley Furniture Home stores from March 2015 until March 2016.

Abada served in a variety of roles at Jennifer Convertibles Inc., a specialist sofa bed chain headquartered in New York,

where he began his career in 1982 and worked until September 2014.

Most recently, Mr.

Abada served as Jennifer Convertibles,

Inc.’s President, Chief Financial Officer and Chief Operating Officer, as well as a member of its board of directors, from September 1999

From 1997 until 2003, Mr.

Abada served as a member of the board of directors of CCA Industries, Inc., a public

company engaged in the manufacture and distribution of health and beauty aid products, and Mr.

Abada currently serves as a member

of the board of directors of 168 5 th Avenue Realty Corp., a privately held real estate corporation.

Abada holds a

from the Bernard Baruch College of the City University of New York.

Abada’s background and experience

as a lead executive officer and board member of public and private companies provides him with extensive knowledge of, and insights into,

financial reporting and oversight, corporate strategy and board functions.

Geoffrey Cook was appointed as

a member of our Board of Directors in October 2023.

Cook currently serves as the Chief Executive Officer of Noom, Inc.

and is a member

of its board of directors.

Cook also serves as the Chairman of the Board of Mindful Media Group, Inc.

Cook co-founded

The Meet Group, Inc.

(“Meet Group”), a formerly-listed Nasdaq company and pioneer in the social networking and live-streaming

video industries as well as the creator economy.

Cook served as Meet Group’s Chief Executive Officer from 2013 until Meet Group’s

sale to ParshipMeet Group in 2020.

From 2020 to 2023, Mr.

Cook served as co-Chief Executive Officer of ParshipMeet Group, which includes

a portfolio of dating apps such as eharmony, MeetMe, Tagged, Lovoo, Skout, and Growlr.

Previously, Mr.

Cook served as both founder and

Chief Executive Officer of several companies, including myYearbook.com, which following a series of acquisitions, was rebranded into

MeetMe and remains a leading social network for meeting new people in the United States.

Cook was named the Ernst & Young Entrepreneur

of the Year Award Winner for the Philadelphia Region in 2011 and holds a B.A.

in Economics from Harvard University.

Cook’s background and experience provide

him with unique insights regarding investments in the consumer internet space, corporate strategy and brand growth, as well as background

analyzing the risks and strategies of companies in the social media industry.

Kara Jenny was appointed as our

Chief Financial Officer in December 2019 and as a member of our Board of Directors in November 2020.

Jenny has over

20 years of senior financial expertise.

During her career, Ms.

Jenny has created overall corporate strategy and managed financial

and accounting operations, including SEC and Sarbanes-Oxley compliance efforts.

She has also overseen customer service, operations and

legal functions as well as led strategic and annual planning processes and has been a key contributor in facilitating several rounds

of equity financing, including preferred stock offerings, private investments in public equity, rights offerings and common stock offerings.

From 2014 to 2019, Ms.

Jenny was Chief Financial Officer of Walker Innovation, a publicly traded intellectual property company.

Previously, she was the Chief Financial Officer of Bluefly, Inc., an online retailer of designer apparel and accessories at a value.

Jenny began her career at Arthur Andersen LLP and is a Certified Public Accountant and a member of the American Institute of

Certified Public Accountants.

She was selected to join the SEC’s Advisory Committee Member on Small and Emerging Companies and

served on the Committee from 2011 until 2013.

Jenny’s background as the Chief

Financial Officer of Bluefly, Inc.

and Walker Innovation, as well as her decades of experience overseeing financial and accounting operations

provide her with valuable insight into financial strategy and management of compliance processes.

Jason Katz has served as our Chairman

of the Board of Directors, President and Chief Operating Officer since October 2016 and as our Chief Executive Office since December 2019.

Katz is the founder of A.V.M.

Software, Inc.

(d/b/a Paltalk) (“AVM”) and served as its Chief Executive

Officer and as a member of its Board of Directors from 1998 through the completion of PeerStream’s merger with AVM, pursuant to

which SAVM Acquisition Corporation, PeerStream’s wholly owned subsidiary, merged with and into AVM, with AVM surviving as a wholly

owned subsidiary of PeerStream (the “AVM Merger”), in October 2016.

In his capacity as an executive officer and director

Katz oversaw the strategic direction of AVM and its subsidiaries, and also managed its system infrastructure.

is an authority on instant messaging as well as web-based voice and video.

Katz has appeared at numerous industry forums as

well as on Bloomberg Radio and CNN Radio.

Prior to AVM, Mr.

Katz co-founded MJ Capital, a money management firm.

Earlier in his

Katz was a corporate lawyer at the New York office of Fulbright & Jaworski.

Katz earned a J.D.

from the New York University School of Law (1988) and a B.A.

in Economics from the University of Pennsylvania (1985).

Katz’s background and expertise

as the Chief Executive Officer of AVM and decades of industry experience provides our Board of Directors with valuable industry insight

and management expertise.

Lance Laifer was appointed as a

member of our Board of Directors in October 2016.

Laifer served as a member of AVM’s Board of Directors from 1999

through the completion of the AVM Merger in October 2016.

Laifer has also served as the Chief Executive Officer of Blue

Frog Open Track Media Management since 2018 and each of Old Forge Media Management and Old Forge Asset Management (together, “Old

Forge”), a network of social media advertising and marketing companies, since 2013 and 2011, respectively, as well as the Chief

Executive Officer of Laifer Capital Management, Inc., an investment firm, since 1992.

Prior to his service at Old Forge, Mr.

was the Chief Executive Officer of Wapiti Capital Management, LLC.

Laifer also served on the board of directors of ValueVision

from 1992 to 1995.

Laifer’s decades of experience

provide him with unique investment and capital market insights, as well as background analyzing the risks and strategies of companies

in the social media industry.

John Silberstein was appointed

as a member of our Board of Directors in October 2016.

Silberstein was a member of AVM’s Board of Directors from

1999 through the completion of the AVM Merger in October 2016 and was General Counsel of AVM from 2000 to 2003.

He began his career

in October 1986 as a real estate attorney at Skadden, Arps, Slate, Meagher & Flom, and in April 1989 began working

for The Mendik Company, which with its partners, owned and managed a portfolio of twelve million square feet of Class A commercial

office buildings in New York City and its suburbs.

After leaving The Mendik Company, from February 1999 to April 2005,

Silberstein served as co-managing member of Five Spruce GP LLC, the managing member of a real estate company that acquired and

subsequently sold eight residential apartment buildings in New York City.

Most recently, Mr.

Silberstein taught high school

English at The Rivers School in Weston, Massachusetts from September 2010 to June 2016.

Silberstein earned a B.A.

from Brown University and a J.D.

from New York University School of Law.

Silberstein’s experience representing

AVM and other companies in complex and sophisticated matters, as well as his expertise in real estate acquisition and management, provides

him with unique insights into business strategy and leadership.

There are no agreements or understandings between

our directors or any other person pursuant to which they were selected as a director.

Executive Officers

Below is information regarding each of our current

executive officers.

Executive officers are appointed by the Board of Directors to serve at the discretion of the Board of Directors until

their successor is duly elected and qualified or until their earlier death, resignation, or removal.

Chief Executive Officer, President, Chief Operating

Officer and Chairman of the Board of Directors

Chief Financial Officer and Director

Senior Vice President

Jason Katz serves as our Chief

Executive Officer, President, Chief Operating Officer and Chairman of the Board of Directors.

His business experience is discussed above

in “Board of Directors.”

Kara Jenny serves as our Chief

Financial Officer and as a member of the Board of Directors.

Her business experience is discussed above in “Board of Directors.”

Adam Zalko was appointed as our

Senior Vice President in February of 2023.

In his capacity as Senior Vice President, Mr.

Zalko drives the software vision and architecture

to keep the Company modern and promotes new feature innovation.

Zalko also helps oversee other Company functions, such as product

development, marketing, IT, operations and customer service.

Zalko previously served as the Vice President of Engineering

from 2018 to February 2023, preceded by Manager of Development Operations of Snap Interactive, Inc.

from 2016 to 2018.

Zalko was a Developer at AVM Software from 2007 to 2016, initially as a Developer and then as a Senior Developer.

received a B.S.

in Software Engineering from the Florida Institute of Technology.

are no agreements or understandings between our executive officers or any other person pursuant to which they were selected as

an executive officer.

Family Relationships

There are no family relationships between our

directors and any of our executive officers.

Company Policies

Code of Conduct

We have a Code of Conduct, which is applicable

to all our officers, directors and employees.

The Code of Conduct addresses, among other things, record retention, conflicts of interest,

business opportunities, gifts or favors, proprietary information and disciplinary measures.

A copy of our Code of Conduct is available on

our website at www.investors.paltalk.com/corporate-governance .

We intend to disclose any amendments to our Code of Conduct or

any waivers from a provision of our Code of Conduct on our website at the foregoing internet address.

Insider Trading Policy;

Prohibition on

Hedges and Pledges

We have an insider trading policy that prohibits

our directors, executive officers, employees, independent contractors and consultants from the purchasing or selling our securities while

being aware of material, non-public information about the Company as well as disclosing such information to others who may trade in securities

of the Company.

Our insider trading policy also prohibits our directors, executive officers, employees, independent contractors and consultants

from engaging in hedging activities or other short-term or speculative transactions in the Company’s securities such as short sales,

options trading, holding the Company’s securities in a margin account or pledging the Company’s securities as collateral

for a loan, without the advance approval of our Chief Executive Officer and Chief Financial Officer.

Our insider trading policy is filed

as Exhibit 19.1 to this Annual Report on Form 10-K.

Compensation Recovery Policy

We have a compensation recovery policy, which

provides, among other things, that in the event the Company is required to prepare an accounting restatement due to material noncompliance

with any financial reporting requirements under federal securities laws, the Company shall recover from current and former executive

officers a portion or all, as applicable, of any incentive-based compensation that is erroneously awarded to such individuals.

Our compensation

recovery policy is filed as Exhibit 97.1 to this Annual Report on Form 10-K.

Director Nominations by Security Holders

There have been no material changes to the procedures

by which security holders may recommend nominees to our Board of Directors since those procedures were described in our

Definitive Proxy Statement on Schedule 14A filed with the SEC on April 14, 2023.

Meetings of the Board of Directors and Committees

Board of Directors held 7 meetings and acted 7 times by unanimous written consent during the 2023 fiscal year.

During 2023, each director

attended 75 % or more of the aggregate number of meetings held by the

Board of Directors and the committees of the Board of Directors on which such director served, if any, during the period for which such

person served as a director.

We have not adopted a formal policy regarding director attendance at our annual stockholder meetings;

we encourage members of the Board of Directors to attend such meetings.

Abada, Katz, Laifer and Silberstein and Ms.

Jenny, representing

all of our directors at the time of our 2023 annual meeting of stockholders, attended the 2023 annual meeting.

Audit Committee

The audit committee consists of Messrs.

Laifer and Silberstein.

Abada currently serves as the chairman of the audit committee.

Our Board of Directors has determined

that each of Mr.

Laifer and Mr.

Silberstein is independent under Nasdaq listing standards and Rule 10A-3(b)(1) of

the Exchange Act.

Our Board of Directors has also determined that each member of our audit committee can read and understand fundamental

financial statements in accordance with applicable requirements.

In arriving at these determinations, the Board of Directors has examined

each audit committee member’s scope of experience and the nature of each member’s current and prior employment.

The functions of the audit committee include:

a qualified firm to serve as the independent registered public accounting firm to audit our

financial statements;

to ensure the independence and performance of the independent registered public accounting

the scope and results of the audit with the independent registered public accounting firm,

and reviewing, with management and the independent accountants, our interim and year-end

operating results;

procedures for employees to submit concerns anonymously about questionable accounting or

audit matters;

our policies on risk assessment and risk management;

and approving related party transactions and keeping the independent auditors informed of

the audit committee’s understanding of our relationships and transactions with related

and reviewing a report by the independent registered public accounting firm, as necessary,

that describes our internal quality-control procedures, any material issues with such procedures,

and any steps taken to deal with such issues when required by applicable law;

(or, as permitted, pre-approving) all audit and all permissible non-audit services, other

than de minimis non-audit services, to be performed by the independent registered public

accounting firm;

compliance with our Code of Conduct and investigating all reported complaints and allegations

concerning violations of such code.

Pursuant to the audit committee charter, the

audit committee has the authority to delegate all or a portion of its duties and responsibilities to a subcommittee of the audit committee.

Our Board of Directors has designated Mr.

Abada as an “audit committee financial expert” as defined under the applicable

SEC rules and determined that he has accounting or related financial management expertise as required under the applicable Nasdaq rules.

A copy of the audit committee charter is available on our website at www.investors.paltalk.com/corporate-governance .

committee held 4 meetings during the 2023 fiscal year.

Compensation Committee

The compensation committee consists of Messrs.

Abada and Silberstein.

Silberstein currently serves as the chairman of the compensation committee.

Our Board of Directors has

determined that each of Mr.

Abada and Mr.

Silberstein is independent under Nasdaq listing standards and is a “non-employee

director” as defined in Rule 16b-3 promulgated under the Exchange Act.

The compensation committee, with input from our

Chief Executive Officer, reviews and approves, or recommends that our Board of Directors approve, the compensation of our directors and

executive officers.

The functions of the compensation committee include:

and approving, or recommending that our Board of Directors approve, the compensation of our

executive officers;

and recommending that our Board of Directors approve the compensation of our directors;

and approving, or recommending that our Board of Directors approve, the terms of compensatory

arrangements with our executive officers;

● administering

our stock and equity incentive plans;

and approving, or recommending that our Board of Directors approve, incentive compensation

and equity plans;

and establishing general policies relating to compensation and benefits of our employees

and reviewing our overall compensation philosophy;

with stockholders and proxy advisory firms on executive compensation matters.

Pursuant to the compensation committee charter,

the compensation committee has the authority to delegate all or a portion of its duties and responsibilities to a subcommittee of the

compensation committee.

A copy of the compensation committee charter is available on our website at www.investors.paltalk.com/corporate-governance .

The compensation committee held no meetings and acted by unanimous written consent once during the 2023 fiscal year.

Nominating and Corporate Governance Committee

The nominating and corporate governance committee

consists of Messrs.

Abada, Silberstein, Laifer and Cook.

Silberstein currently serves as the chairman of the nominating and

corporate governance committee.

The nominating and corporate governance committee is responsible for, among other things, (i) determining

the qualifications, qualities and skills required to be a director of the Company and evaluating, selecting and approving nominees to

serve as directors, (ii) periodically reviewing, assessing and making recommendations for changes to the Board of Directors and

its committees and (iii) overseeing the process for evaluation of the Board of Directors.

Pursuant to the nominating and corporate governance

committee charter, the nominating and corporate governance committee has the authority to delegate all or a portion of its duties and

responsibilities to a subcommittee of the nominating and corporate governance committee.

In addition, the nominating and corporate governance

committee has unrestricted access to assistance from our officers, employees and independent auditors and the authority to employ experts,

consultants and professionals to assist with performance of their duties.

A copy of the nominating and corporate governance committee

charter is available on our website at www.investors.paltalk.com/corporate-governance .

The nominating and corporate governance

committee held 1 meeting during the 2023 fiscal year.

The nominating and corporate governance committee

also considers director nominees put forward by stockholders.

Our Bylaws contain provisions that address the process by which a stockholder

may nominate an individual to stand for election to the Board of Directors at an annual meeting.

To recommend a nominee for election

to the Board of Directors, a stockholder must submit his or her recommendation to the Corporate Secretary, Kara Jenny, at Paltalk, Inc.,

30 Jericho Executive Plaza, Suite 400E, Jericho, New York 11753.

Such nomination must satisfy the notice, information and consent

requirements set forth in our Bylaws and must be received by us prior to the date set forth under “ Submission of Future Stockholder

Proposals ” included in the Company’s Definitive Proxy Statement on Schedule 14A filed with the SEC on April 14, 2023.

A stockholder’s recommendation must be accompanied by the information with respect to stockholder nominees that is specified in

our Bylaws, including among other things, the name, age, address and occupation of the recommended person, the proposing stockholder’s

name and address, the ownership interests of the proposing stockholder and any beneficial owner on whose behalf the nomination is being

made and any material monetary or other relationships between the recommended person and the proposing stockholder and/or the beneficial

owners, if any, on whose behalf the nomination is being made.

Stockholder recommendations provided to the Corporate Secretary and received

in accordance with the advance notice provisions in our Bylaws will be considered and evaluated by the nominating and corporate governance

committee in the same manner as candidates recommended from other sources.

The nominating and corporate governance committee

does not have any specific minimum qualifications that director nominees must have in order to be considered to serve on the Board of

However, the nominating and corporate governance committee does take into consideration areas of expertise that director nominees

may be able to offer, including professional experience, knowledge, abilities and industry knowledge or expertise.

The nominating and

corporate governance committee also considers the director nominees’ potential contribution to the overall composition and diversity

of the Board of Directors.

Strategic Transactions Committee

In October 2023, the Board of Directors established

the strategic transactions committee.

The committee consists of Messrs.

Cook and Laifer.

Cook currently serves as the chairman of

the strategic transactions committee.

The strategic transactions committee is responsible for, among other things, identifying, evaluating

and negotiating (subject to approval from the Board of Directors) strategic opportunities, including, but not limited to, investments,

dispositions, potential mergers or accretive growth acquisitions of other assets or entities that are synergistic to the Company’s

The functions of the strategic transactions committee

● reviewing the

Company’s goals and strategy regarding strategic transactions with the Company’s

management and making recommendations with respect to the Company’s near-term and long-term

business objectives;

● overseeing the

process through which the Company identifies strategic transactions;

● reviewing and

evaluating proposed strategic transactions;

● assisting the

Company’s management with the negotiation and structuring of any proposed strategic

● providing the

Board of Directors with information and materials as appropriate to assist the Board in its

evaluation, understanding or oversight of any proposed strategic transaction;

● making recommendations

to the Board of Directors concerning the authorization and approval of any proposed strategic

transactions;

● after the completion

of any strategic transaction, evaluating the execution, financial performance and integration

of such strategic transaction, as applicable, in connection with the Company’s business

The strategic transactions committee has the

authority to make decisions relating to identifying and evaluating any proposed strategic transaction and recommending that the Board

of Directors approve any proposed strategic transaction.

The Board of Directors reserves the power and authority to authorize and approve

the consummation of any potential transaction recommended by the strategic transactions committee.

strategic transactions committee did not meet during the 2023 fiscal year.

The information required in response to this Item

10 is incorporated herein by reference to our Definitive Proxy Statement on Schedule 14A to be filed with the SEC no later than 120 days

after the end of the fiscal year covered by this Annual Report on Form 10-K.

EXECUTIVE COMPENSATION

The following discussion provides compensation

information pursuant to the scaled disclosure rules applicable to “smaller reporting companies” under SEC rules and may contain

statements regarding future individual and Company performance targets and goals.

These targets and goals are disclosed in the limited

context of the Company’s compensation programs and should not be understood to be statements of management’s expectations

or estimates of results or other guidance.

We specifically caution stockholders not to apply these statements to other contexts.

The compensation program for our executive officers,

as presented in the Summary Compensation Table below, is administered by our Board of Directors.

The intent of our compensation program

is to align our executives’ interests with those of our stockholders, while providing reasonable and competitive compensation.

The purpose of this Executive Compensation discussion

is to provide information about the material elements of compensation that we pay or award to, or that is earned by:

(i) the individuals

who served as our principal executive officer during fiscal 2023;

(ii) our two most highly compensated executive officers, other

than the individuals who served as our principal executive officer, who were serving as executive officers, as determined in accordance

with the rules and regulations promulgated by the SEC, as of December 31, 2023, with compensation during fiscal year 2023 of $100,000

and (iii) up to two additional individuals for whom disclosure would have been provided pursuant to clause (ii) but

for the fact that such individuals were not serving as executive officers on December 31, 2023.

We refer to these individuals as

our “named executive officers.” For 2023, our named executive officers and the positions in which they served were:

Katz, our Chief Executive Officer;

Jenny, our Chief Financial Officer;

Zalko, our Senior Vice President.

For 2023, the compensation of our named executive

officers consisted of a salary and an annual cash bonus, which are discussed in further detail below.

Compensation of Named Executive Officers

The following discussion summarizes in more detail

the executive compensation paid to or earned by our named executive officers in 2023.

The following table sets forth the annual base

salary of each of our named executive officers for 2023:

Chief Executive Officer

Kara Jenny (1)

Chief Financial Officer

Senior Vice President

(1) On January 28, 2022, the Board of Directors

determined to increase Ms.

Jenny’s annual base salary from $265,000 for fiscal year

2022 to $285,000 for fiscal year 2023.

Annual Bonuses

The following table sets forth the cash bonus,

if any, each of our named executive officers received for their performance during 2023.

The bonuses for Mr.

Zalko and Ms.

each paid on February 29, 2024.

Chief Executive Officer

Chief Financial Officer

Senior Vice President

Pursuant to each of their employment agreements,

for 2023, Mr.

Jenny were entitled to receive an annual cash bonus in an amount to be determined by the Board of Directors

based on the achievement of performance metrics to be established jointly by the Board of Directors and each of Mr.

In February 2023, the compensation committee

recommended, and the Board of Directors approved, the 2023 Executive Bonus Plan (the “2023 Bonus Plan”).

Pursuant to the

2023 Bonus Plan, Mr.

Jenny were each eligible to receive the following:

(i) a lump-sum cash payment equal

to the product of (x) 2.5% multiplied by (y) the Company’s Adjusted EBITDA (calculated based on the Adjusted EBITDA reported

on the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023);

provided however , that

each executive officer’s cash payment shall not exceed $75,000;

(ii) a lump-sum cash payment equal to $25,000 if (x) the

Company’s Adjusted EBITDA exceeded $100,000 and (y) the Company’s Revenue (as defined in the 2023 Bonus Plan) increased

by at least 10% from the Company’s 2022 “Total revenue” as reported on the Company’s Annual Report on Form 10-K

for the fiscal year ended December 31, 2022;

and (iii) a lump-sum cash payment equal to (a) $25,000 if the Board of Directors

approved the consummation by the Company of a Strategic Transaction (as defined in the 2023 Bonus Plan) during the 2023 fiscal year and

(b) $15,000 upon approval by the Board of Directors of a second Strategic Transaction thereafter entered into by the Company during

the 2023 fiscal year, but no payments would be awarded for approval of a third Strategic Transaction, if any.

We believe the 2023 Bonus

Plan advanced our interests and the interests of our stockholders by providing our executive officers with incentive compensation that

was tied to the achievement of pre-established, objective performance goals.

For fiscal year 2023, our Adjusted EBITDA for

purposes of the 2023 Bonus Plan was a loss of $1.0 million and our Revenue for the purposes of the 2023 Bonus Plan was $10.6 million.

Accordingly, the threshold requirements necessary for Mr.

Jenny to achieve a bonus payout under clauses (i) and

(ii) of the 2023 Bonus Plan discussed above were not met.

During fiscal year 2023, the Board of Directors did not approve the consummation

of a Strategic Transaction and therefore no bonuses were paid under clause (iii) of the 2023 Bonus Plan.

During 2023, Mr.

Zalko was not eligible

to receive a bonus under the 2023 Bonus Plan but was eligible for a bonus from the employee bonus pool recommended by the compensation

committee and approved by the Board of Directors (the “Employee Bonus Pool”).

The Employee Bonus Pool is administered by

our Chief Executive Officer and Chief Financial Officer, who have the authority to determine the persons entitled to receive bonuses

and the amount of bonuses awarded.

Our Chief Executive Officer and Chief Financial Officer considered a number of factors in determining

Zalko’s annual bonus for 2023.

These factors included, but were not limited to, the individual performance of Mr.

the completion of strategic goals during 2023 and the operational and financial performance of the Company.

As a result, for fiscal year

2023, our Chief Executive Officer and Chief Financial Officer approved a cash bonus of $17,500 to Mr.

Zalko from the Employee Bonus

In February of 2024, the compensation committee

recommended, and the Board of Directors approved, the payment of a discretionary cash bonus of $15,000 to Ms.

Jenny for her performance

during the 2023 fiscal year.

Equity Awards

We periodically grant equity awards consisting

of stock options to our named executive officers as a means for fostering retention and rewarding long-term value creation by our named

executive officers.

On March 28, 2022, the Board of Directors awarded

Jenny stock options representing the right to purchase 75,000 and 60,000 shares of common stock, respectively, at an

exercise price of $2.66.

One-third of the shares underlying the stock options vested on the date of grant, with the remaining two-thirds

vesting in twenty-four equal installments on each of the first twenty-four monthly anniversaries of the date of grant.

On March 29, 2022, the Board of Directors also

Zalko a stock option representing the right to purchase 15,000 shares of common stock at an exercise price of $2.66.

grant date, 5,000 shares underlying the stock option vested and became exercisable.

The remaining unvested shares vest and become exercisable

in four equal annual installments beginning on the first anniversary of the date of grant.

On March 28, 2023, the Board of Directors

Zalko a stock option representing the right to purchase 10,000 shares of common stock at an exercise price of $1.94.

The shares underlying the option will vest and become exercisable in four equal annual installments beginning on the first anniversary

of the date of grant.

Except as described above, our named executive

officers were not granted any equity awards in fiscal year 2023.

Employment Agreements

party to an employment agreement with the Company.

Zalko is currently not a party to an employment agreement with the Company.

The purpose of our employment agreements is to incentivize these executives to continue providing services to the Company.

Katz Employment Agreement .

October 7, 2016, we entered into an employment agreement with Mr.

Katz (the “Katz Prior Agreement”), which provided

for a one-year term with automatic successive one-year renewals unless earlier terminated in accordance with its terms.

Under the Katz

Prior Agreement, Mr.

Katz was entitled to receive a minimum base salary of $180,000 per year and an annual incentive bonuses to

be determined by the Board of Directors, based on criteria to be established jointly by the Board of Directors and Mr.

payment of Mr.

Katz’s annual incentive bonus was contingent on him being employed by the Company on the date that such bonus

Pursuant to the Katz Prior Agreement, if Mr.

employment was terminated (i) by the failure of the Company to renew Mr.

Katz’s employment agreement for a renewal term,

(ii) by the Company without “cause” (as defined in the Katz Prior Agreement) or (iii) by Mr.

Katz for “good

reason” (as defined in Katz Prior Agreement), then subject to certain limitations and Mr.

Katz’s compliance with certain

conditions, the Company was required to pay Mr.

Katz severance equal to three months’ base salary, payable in three equal

monthly installments.

In addition, the Company was required to continue to pay the Company’s portion of Mr.

Katz’s monthly

health insurance premiums, if Mr.

Katz was eligible and elects to continue health insurance under COBRA, for the earlier of (i) three months

following Mr.

Katz’s termination of employment or (ii) the date Mr.

Katz’s coverage under such group health

plan terminated for any reason.

Katz was entitled to the same severance benefits in the event that his employment was terminated

prior to, in connection with or following a Change in Control (as defined in the Katz Prior Agreement).

In addition, Mr.

employment agreement contained customary provisions relating to confidentiality, non-solicitation and non-competition.

On March 23, 2022, the Company entered into

an Amended and Restated Employment Agreement with Mr.

Katz (the “Amended and Restated Katz Employment Agreement”), which

amended and restated the Katz Prior Agreement.

Pursuant to the Amended and Restated Katz Employment Agreement, Mr.

Katz is entitled

to receive a Base Salary (as defined in the Amended and Restated Katz Employment Agreement) of two hundred twenty-five thousand dollars

($225,000), effective retroactively as of February 1, 2021.

Except as provided herein, all other terms and conditions of the Katz

Prior Agreement remain in full force and effect.

For information regarding Mr.

base salary and annual incentive bonus, if any, for 2023, see “ Compensation of Named Executive Officers — Base

Salary ” and “ Compensation of Named Executive Officers — Annual Bonuses .”

Jenny Employment Agreement .

December 9, 2019, we entered into an executive employment agreement with Ms.

Jenny, which provided for a one-year term with

automatic successive one-year renewals unless earlier terminated in accordance with its terms (the “Jenny Prior Agreement”).

Under the Jenny Prior Agreement, Ms.

Jenny was entitled to receive a minimum base salary of $200,000 per year and an annual incentive

bonus, which, for calendar years after 2020, was determined by the Board of Directors, based on criteria to be established

jointly by the Board of Directors and Ms.

The payment of Ms.

Jenny’s annual incentive bonus was contingent on

her being employed by the Company on the date that such bonus was paid.

Pursuant to the Jenny Prior Agreement, if Ms.

employment was terminated (i) by the failure of the Company to renew Ms.

Jenny’s employment agreement for a renewal term,

(ii) by the Company without “cause” (as defined in the Jenny Prior Agreement) or (iii) by Ms.

Jenny for “good

reason” (as defined in the Jenny Prior Agreement), then subject to certain limitations and Ms.

Jenny’s compliance with

certain conditions, the Company was required to pay Ms.

Jenny severance equal to three months’ base salary, payable in

three equal monthly installments.

In addition, the Company was required to continue to pay the Company’s portion of Ms.

monthly health insurance premiums, if Ms.

Jenny was eligible and elected to continue health insurance under COBRA, for the earlier

of (i) three months following Ms.

Jenny’s termination of employment or (ii) the date Ms.

coverage under such group health plan terminated for any reason.

Jenny was entitled to the same severance benefits in the event

that her employment was terminated prior to, in connection with or following a Change in Control (as defined in the Jenny Prior Agreement).

In addition, Ms.

Jenny’s employment agreement contained customary provisions relating to confidentiality, non-solicitation

and non-competition.

On March 23, 2022, the Company entered into

an Amended and Restated Employment Agreement with Ms.

Jenny (the “Amended and Restated Jenny Employment Agreement”),

which amended and restated the Jenny Prior Agreement.

Pursuant to the Amended and Restated Jenny Employment Agreement, for fiscal year

Jenny was entitled to receive an annualized base salary of two hundred eighty-five thousand dollars ($285,000).

the Amended and Restated Jenny Employment Agreement provides that in the event of a Change in Control, if Ms.

Jenny is terminated by

the Company other than for Cause, or if Ms.

Jenny terminates her employment with the Company for Good Reason, then the Company shall

Jenny severance equal to twelve (12) months of Ms.

Jenny’s then-current annualized Base Salary (as such terms are

defined in the Amended and Restated Jenny Employment Agreement).

Except as provided herein, all other terms and conditions of the Jenny

Prior Agreement remain in full force and effect.

For information regarding Ms.

base salary and annual incentive bonus for 2023, see “ Compensation of Named Executive Officers — Base Salary ”

and “ Compensation of Named Executive Officers — Annual Bonuses .”

Summary Compensation Table

The following table sets forth information regarding

the total compensation received by, or earned by, our named executive officers during the years ended December 31, 2023 and

Name and Principal Position

Incentive Plan

Executive Officer

Financial Officer

Vice President

(1) Represents the amount of base salary actually

earned by the named executive officer.

For additional information concerning our named executive

officer base salaries, see “— Compensation of Named Executive Officers — Base

(2) Represents the amount recognized for financial

statement reporting purposes in accordance with ASC 718, with the exception that the

amounts shown assume no forfeitures.

A discussion of the assumptions used in the calculation

of these amounts is included in Note 6, “ Stockholders’ Equity ” in

the annual consolidated financial statements included in this Annual Report on Form 10-K.

(3) Represents payments made pursuant to the

2022 Bonus Plan (as defined and described in the Company’s Definitive Proxy Statement

on Schedule 14A filed with the SEC on April 14, 2023) and the 2023 Bonus Plan.

Katz elected to voluntarily forgo

his bonus of $25,000 that he was entitled to under the 2022 Bonus Plan.

(5) Includes amounts paid during 2023 and 2022,

as applicable, for group life insurance premiums and 401(k) plan contributions.

Narrative Disclosure Regarding Summary Compensation Table

Katz Compensation.

For fiscal year 2023, Mr.

Katz received

annual base compensation of $225,000.

Katz did not receive stock awards or option awards during 2023.

For fiscal year 2022, Mr.

Katz received

annual base compensation of $225,000 and a cash bonus of $25,000, which cash bonus Mr.

Katz elected to voluntarily forgo.

discussion of the equity awards received by Mr.

Katz in 2022, see “— Compensation of Named Executive Officers —

Equity Awards ”.

Jenny Compensation.

For fiscal year 2023, Ms.

Jenny received

annual base compensation of $285,000 and a cash bonus of $15,000.

Jenny did not receive stock awards or option awards during 2023.

For fiscal year 2022, Ms.

Jenny received

annual base compensation of $265,000 and a cash bonus of $25,000.

For a discussion of the equity awards received by Ms.

Jenny in 2022,

see “— Compensation of Named Executive Officers — Equity Awards ”.

Zalko Compensation.

For fiscal years 2022 and 2023, Mr.

received annual base compensation of $225,000 and a cash bonus of $17,500.

For a discussion of the equity awards received by Mr.

in 2022 and 2023, see “— Compensation of Named Executive Officers — Equity Awards ”.

Outstanding Equity Awards at Fiscal Year-End Table

The following table summarizes the total outstanding

equity awards as of December 31, 2023 for each named executive officer.

Unexercisable

03/28/2022 (1)

12/09/2019 (2)

03/28/2022 (3)

02/01/2017 (4)

03/29/2022 (5)

03/28/2023 (6)

(1) One-third of the shares underlying this stock

option vested and became exercisable on the date of grant.

The remaining unvested shares

vest in twenty-four equal monthly installments on each of the first twenty-four monthly anniversaries

of the grant date.

(2) The shares of common stock underlying the

stock option vested and became exercisable twenty-five percent (25%) on each of December 9,

2020, 2021, 2022 and 2023, respectively.

(3) One-third of the shares underlying this stock

option vested and became exercisable on the date of grant.

The remaining unvested shares

vest in twenty-four equal monthly installments on each of the first twenty-four monthly anniversaries

of the date of grant.

(4) The shares of common stock underlying the

stock option vested and became exercisable twenty-five percent (25%) on each of February 1,

2018, 2019, 2020 and 2021, respectively.

(5) One-third of the shares underlying this stock

option vested and became exercisable on the date of grant.

The remaining unvested shares

vest and become exercisable twenty-five percent (25%) on each of March 28, 2023, 2024,

2025 and 2026, respectively.

(6) The shares of common stock underlying the

stock option will vest and become exercisable twenty-five percent (25%) on each of March 29,

2024, 2025, 2026 and 2027, respectively.

Director Compensation

The following table provides compensation information

for the year ended December 31, 2023 for each member of our Board of Directors during the fiscal year ended December 31, 2023,

except for (i) Mr.

Katz, our current Chief Executive Officer and Chairman of the Board, and (ii) Ms.

Jenny, our current Chief

Financial Officer, both of whom did not receive any compensation for their service as a director in 2023 and whose compensation is reported

in “ Executive Compensation — Summary Compensation Table ” above.

Director Compensation Table

Fiscal Year 2023

Incentive Plan

Pension Value

Yoram “Rami” Abada

John Silberstein

Geoffrey Cook

(1) As of December 31, 2023, none of our

directors held any outstanding stock awards.

(2) Represents the aggregate grant date value

computed in accordance with Accounting Standards Codification 718, Compensation — Stock

Compensation (“ASC 718”), with the exception that the amounts shown

assume no forfeitures.

A discussion of the assumptions used in the calculation of these

amounts is included in Note 6, “ Stockholders’ Equity ” in the

annual consolidated financial statements included in this Annual Report on Form 10-K.

(3) The aggregate amount of unexercised stock

options held by each director listed in the table above as of December 31, 2023 was

Shares Underlying Outstanding Stock Options

Yoram “Rami” Abada

John Silberstein

Geoffrey Cook

(4) Represents the grant date fair value of a

stock option granted on March 28, 2023 that represents the right to purchase 8,000 shares

of common stock, all of which have vested and remain unexercised.

(5) Represents the grant date fair value of a

stock option granted on October 10, 2023 that represents the right to purchase 100,000 shares

of common stock, none of which have vested (the “Cook Grant”).

(6) In lieu of the annual cash retainers paid

to the other non-employee directors in fiscal year 2023, Mr.

Cook received the Cook Grant.

In 2023, the annual cash retainers for each non-employee

director (except for Mr.

Cook) were as follows:

(i) an annual cash retainer fee of $21,000 to each non-employee director;

additional annual cash retainer fee of $4,000 for service on a committee;

and (iii) an additional annual cash retainer fee for service

as the chair of a committee of the Board of Directors (to be paid in addition to the $4,000 cash fee for committee service) as follows:

(a) audit committee chair — $6,000 and (b) compensation committee, nominating and corporate governance committee

and strategic transaction committee chair — $4,000.

In February of 2023, the Board of Directors authorized

the grant of a nonqualified stock option award to each of Messrs.

Abada, Laifer and Silberstein to purchase 8,000 shares of common stock,

having a date of grant of March 28, 2023 with an exercise price of $1.94, and vesting in four equal installments on the last day

of each calendar quarter in 2023.

In connection with Mr.

Cook’s appointment

to the Board of Directors and in lieu of the cash retainer fees and stock options earned by the other non-employee directors, on October

10, 2023, the Board of Directors authorized the grant of a nonqualified stock option award to Mr.

Cook to purchase 100,000 shares of

common stock, with an exercise price of $1.86, and vesting in four equal annual installments on each anniversary of the grant date.

There have not been any changes to our director

retainer policy for 2024.

In February of 2024, the Board of Directors authorized the grant of a nonqualified stock option award to each

Abada, Laifer and Silberstein to purchase 8,000 shares of common stock, with such awards to be granted effective as of three

trading days following the date the Company releases its financial results for the fiscal year ended December 31, 2023, and vesting in

four equal installments on the last day of each calendar quarter in 2024 (such grants, the “2024 Director Grants”).

a result of the Cook Grant, Mr.

Cook did not receive a 2024 Director Grant.

OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

Equity Compensation Plan Information

The following table provides information as of

December 31, 2023 about compensation plans under which shares of our common stock may be issued to employees, executive officers or members

of our Board of Directors upon the exercise of options, warrants or rights under all of our existing equity compensation plans.

Plan Category

Securities to be

Equity compensation plans approved by security holders

Equity compensation plans not approved by security holders

(1) Represents shares of common

stock available for issuance under the 2016 Plan (as defined below), which permits the issuance

of incentive stock options, nonqualified stock options, shares of restricted stock, stock

appreciation rights, restricted stock units, performance awards, dividend equivalent rights

and other awards.

As described below, no additional awards may be issued under the 2011 Plan

(as defined below).

(2) As of March 11, 2024, there were (i) 740,814

shares of common stock to be issued upon the exercise of outstanding stock options under

the 2016 Plan and 637,777 shares of common stock remaining available for future issuances

under the 2016 Plan and (ii) 27,558 shares of common stock to be issued upon the exercise

of outstanding stock options under the 2011 Plan.

In December 2008, our Board of Directors

approved the equity incentive compensation plan (the “Equity Incentive Compensation Plan”) and, in December 2010, terminated

the plan as to all unallocated shares of common stock thereunder.

The purpose of the Equity Incentive Compensation Plan was to provide

an incentive to attract, retain and motivate employees, officers, directors, consultants and advisors with the ability to participate

in our future performance.

Under the Equity Incentive Compensation Plan, we were authorized to issue incentive stock options and nonqualified

stock options.

The Equity Incentive Compensation Plan was administered by our Board of Directors.

All options previously granted under

the Equity Incentive Compensation Plan remained in full force and effect following the plan’s termination.

In May 2011, our Board of Directors adopted

the Paltalk, Inc.

2011 Long-Term Incentive Plan (the “Original 2011 Plan”).

In October 2011, our Board of Directors

amended and restated the Original 2011 Plan (the “2011 Plan”) and adopted the 2011 Plan to allow for the issuance of incentive

stock option awards.

The 2011 Plan was adopted to attract and retain the services of key employees, key contractors and outside directors.

The 2011 Plan provided for the granting of incentive stock options, nonqualified stock options, shares of restricted stock, stock appreciation

rights, restricted stock units, performance awards, dividend equivalent rights and other awards.

The 2011 Plan was administered by our

Board of Directors and was replaced by the 2016 Plan (as defined below).

In March 2016, our Board of Directors adopted

the Paltalk, Inc.

2016 Long-Term Incentive Plan (the “2016 Plan”), which was approved by our stockholders in May 2016.

The 2016 Plan was adopted to attract and retain the services of key employees, key contractors and outside directors.

The 2016 Plan provides

for the granting of incentive stock options, nonqualified stock options, shares of restricted stock, stock appreciation rights, restricted

stock units, performance awards, dividend equivalent rights and other awards.

The 2016 Plan is administered by the compensation committee

of our Board of Directors.

Security Ownership of Certain Beneficial Owners and Management

The following table and accompanying footnotes

set forth as of March 11, 2024 certain information regarding the beneficial ownership of shares of our common stock by:

person who is known by us to own beneficially more than 5% of such stock;

(ii) each member of our Board of Directors and each of

our named executive officers with respect to the year ended December 31, 2023 and (iii) all of our directors and executive officers

Except as otherwise indicated, all common stock is owned directly, the beneficial owners listed in the table below possess

sole voting and investment power with respect to the stock indicated and the address for each beneficial owner is c/o Paltalk, Inc., 30

Jericho Executive Plaza, Suite 400E, Jericho, New York 11753.

The applicable percentage ownership is based on 9,222,157 shares of

our common stock, excluding shares held by the Company as treasury stock, issued and outstanding as of March 11, 2024.

Common Stock Beneficially Owned (1)

Name of Beneficial Owner

Directors and Named Executive Officers

Yoram “Rami” Abada

John Silberstein

Geoffrey Cook

Officers and Directors as a Group (7 persons)

5% Stockholders

Crew Delaware Trust B

Adam Katz 2012 Revocable Trust

* Less than 1%.

For purposes of this table, a person or group of persons is deemed to have beneficial ownership of any shares of common stock that such person has the right to acquire within 60 days of the date of March 11, 2024, including through the exercise of stock options.

For purposes of computing the percentage of outstanding shares of the Company’s common stock held by each person or group of persons named above, any common stock that such person or persons has the right to acquire within 60 days of the date of March 11, 2024 is deemed to be outstanding but is not deemed to be outstanding for the purpose of computing the percentage ownership of any other person.

(2) Includes 201,265 shares of common stock

Katz’s spouse that may be deemed to be beneficially owned by Mr.

Katz disclaims beneficial ownership of these shares and nothing herein shall be

deemed an admission that Mr.

Katz is the beneficial owner of these shares for any purpose.

Includes the vested or deemed vested portion of a stock option representing the right to

purchase 75,000 shares of common stock granted on March 28, 2022, all of which have

(3) Includes the vested or deemed vested portion

of (i) a stock option representing the right to purchase 75,000 shares of common stock

granted on December 9, 2019, all of which have vested and (ii) a stock option representing

the right to purchase 60,000 shares of common stock granted on March 28, 2022, all of

which have vested.

Includes the vested or deemed vested portion of (i) a stock option representing the right to purchase 6,000 shares of common stock granted on February 2, 2017, all of which have vested, (ii) a stock option representing the right to purchase 6,000 shares of common stock granted on February 16, 2018, all of which have vested, (iii) a stock option representing the right to purchase 6,000 shares of common stock granted on January 11, 2019, all of which have vested, (iv) a stock option representing the right to purchase 6,000 shares of common stock granted on March 25, 2020, all of which have vested, (v) a stock option representing the right to purchase 8,000 shares of common stock granted on March 26, 2021, all of which have vested, (vi) a stock option representing the right to purchase 8,000 shares of common stock granted on March 28, 2022, all of which have vested and (vii) a stock option representing the right to purchase 8,000 shares of common stock granted on March 28, 2023, all of which have vested.

Also includes (i) 354,109 shares of common stock held by Hilltop Partners, L.P.

and (ii) 14,486 shares of common stock held by Hilltop Offshore, Ltd.

Laifer is the sole director and principal stockholder of Laifer Capital Management, Inc.

(“LCM”), which has the sole power to vote and to direct the voting of, and to dispose and to direct the disposition of, the shares of the Company’s common stock beneficially owned by Hilltop Partners, L.P.

(of which LCM serves as general partner and investment adviser) and Hilltop Offshore, Ltd.

(of which LCM serves as investment adviser).

Includes the vested or deemed vested portion of (i) a stock option representing the right to purchase 6,000 shares of common stock granted on February 16, 2018, all of which have vested, (ii) a stock option representing the right to purchase 6,000 shares of common stock granted on January 11, 2019, all of which have vested, (iii) a stock option representing the right to purchase 6,000 shares of common stock granted on March 25, 2020, all of which have vested, (iv) a stock option representing the right to purchase 8,000 shares of common stock granted on March 26, 2021, all of which have vested, (v) a stock option representing the right to purchase 8,000 shares of common stock granted on March 28, 2022, all of which have vested and (vi) a stock option representing the right to purchase 8,000 shares of common stock granted on March 28, 2023, all of which have vested.

Also includes 10,202 shares of common stock held by MLS Family Investors LLC (“MLS”).

Silberstein is the sole manager of MLS and owns approximately 15% of the interest in MLS, and he is co-trustee of JJS New Trust B utd 12/31/2001, a trust of which Mr.

Silberstein is a beneficiary, which owns approximately 18% of the interest in MLS.

As a result, Mr.

Silberstein may be deemed to beneficially own the shares of common stock held by MLS.

Silberstein disclaims beneficial ownership of the shares held by MLS except to the extent of his pecuniary interest therein and nothing herein shall be deemed an admission that Mr.

Silberstein is the beneficial owner of these shares for any purpose.

Also includes 44 shares of common stock held by Mr.

Silberstein’s spouse that may be deemed to be beneficially owned by Mr.

Silberstein disclaims beneficial ownership of the shares held by his spouse and nothing herein shall be deemed an admission that Mr.

Silberstein is the beneficial owner of these shares for any purpose.

Includes the vested or deemed vested portion of (i) a stock option representing the right to purchase 2,000 shares of common stock granted on February 1, 2017, all of which have vested, (ii) a stock option representing the right to purchase 15,000 shares of common stock granted on March 28, 2022, of which 7,500 shares have vested and 2,500 shares will vest within 60 days of March 11, 2024 and (iii) a stock option representing the right to purchase 10,000 shares of common stock granted on March 28, 2023, of which 2,500 shares will vest within 60 days of March 11, 2024.

(8) Based on the information contained in the

Schedule 13G filed with the SEC on June 14, 2023.

The principal address of The

Crew Delaware Trust B is c/o J.P.

Morgan Trust Company of Delaware, Trustee,

500 Stanton-Christiana Road, DE3-1600, Newark, Delaware 19713.

(9) Based on the information contained in the

Schedule 13G filed with the SEC on June 14, 2023.

The principal address of Adam

Katz 2012 Revocable Trust is c/o Roxann Management, 7110 Republic Airport, 2 nd

Floor, Farmingdale, New York 11735.

There are no arrangements currently known to

us, the operation of which may at a subsequent date result in a change of control of the Company.

The information required in response to this Item

11 (except for the information required by Item 402(v) of Regulation S-K) is incorporated herein by reference to our Definitive Proxy

Statement on Schedule 14A to be filed with the SEC no later than 120 days after the end of the fiscal year covered by this Annual Report

on Form 10-K.

SECURITY OWNERSHIP OF CERTAIN

BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The information required in response to this Item

12 is incorporated herein by reference to our Definitive Proxy Statement on Schedule 14A to be filed with the SEC no later than 120 days

after the end of the fiscal year covered by this Annual Report on Form 10-K.

CERTAIN RELATIONSHIPS AND RELATED

TRANSACTIONS, AND DIRECTOR INDEPENDENCE

Certain Relationships and Related Party Transactions

Indemnification Arrangements

We have entered into indemnification agreements

and employment agreements with our directors and certain of our executive officers, respectively, pursuant to which we have agreed to

indemnify such persons against any liability, damage, cost or expense incurred in connection with the defense of any action, suit or

proceeding to which such persons are a party to the extent permitted by applicable law, subject to certain exceptions.

Policies and Procedures for Approving Related

Party Transactions

Our Board of Directors adopted a written Related

Party Transactions Policy on April 19, 2012.

In accordance with the Related Party Transactions Policy, all Related Party Transactions

(as defined herein) must be reported to our Chief Executive Officer or Chief Financial Officer and must be reviewed and approved by our

audit committee.

In determining whether to approve, recommend or ratify a Related Party Transaction, the reviewing party will take into

account, among other factors it deems appropriate, (i) whether the terms of the Related Party Transaction are fair to the Company,

(ii) whether there are business reasons for the Company to enter into the Related Party Transaction, (iii) whether the Related

Party Transaction would impair the independence of an outside director and (iv) whether the Related Party Transaction would present

an improper conflict of interest for any of our directors or executive officers.

A “Related Party Transaction” means

a transaction (including any series of related transactions or a material amendment or modification to an existing Related Party Transaction)

directly or indirectly involving any Related Party that would need to be disclosed under Item 404(a) of Regulation S-K.

under Item 404 of Regulation S-K, we are required to disclose any transaction occurring since the beginning of the last two

fiscal years, or any currently proposed transaction, involving us or our subsidiary where the amount involved exceeds $120,000,

and in which any Related Party had or will have a direct or indirect material interest.

A “Related Party” means any of the

(i) any of our directors;

(ii) any of our executive officers;

(iii) a person known by us to be the beneficial

owner of more than 5% of our common stock or (iv) an immediate family member of any of the foregoing.

Director Independence

Nasdaq rules require that a majority of the members

of our Board of Directors be independent directors.

Our Board of Directors recently undertook its annual review of director independence

in accordance with the applicable Nasdaq rules.

The independence rules include a series of objective tests, including that the director

is not employed by the Company and has not engaged in various types of business dealings with the Company.

In addition, our Board of Directors

is required to make a subjective determination as to each independent director that no relationships exist that, in the opinion of our

Board of Directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.

upon these standards and the consideration of the information and the transactions and relationships discussed below, our Board of Directors

determined that Yoram “Rami” Abada, Geoffrey Cook, Lance Laifer and John Silberstein are independent, and that Jason Katz

and Kara Jenny are not independent under such standards.

The information required in response to this Item

13 is incorporated herein by reference to our Definitive Proxy Statement on Schedule 14A to be filed with the SEC no later than 120 days

after the end of the fiscal year covered by this Annual Report on Form 10-K.

PRINCIPAL ACCOUNTANT FEES AND SERVICES

Marcum LLP (PCAOB Firm ID Number:

688 ) has served

as the Company’s independent registered public accounting for the periods presented in this report.

Fees Paid to Independent Registered Public Accounting Firm

The following table shows the aggregate fees

billed to us by Marcum LLP for professional services rendered in 2023 and 2022:

Audit-Related Fees

All Other Fees

Audit fees for 2023 and 2022

consisted of fees related to the audit and review of our consolidated financial statements, review of our interim consolidated financial

statements, review of certain financial statements and services normally provided by the independent registered public accounting firm

in connection with statutory and regulatory filings or engagements.

We incurred audit fees of $246,073 and $203,363 for 2023 and 2022,

respectively.

Audit-Related Fees .

There were no audit-related

fees for 2023.

The audit-related fees for 2022 included fees paid to Marcum LLP in connection with our acquisition of the ManyCam software

from Visicom Media Inc.

during the 2022 fiscal year.

There were no tax fees for 2023

All Other Fees .

There were no other service

fees for 2023 or 2022.

Approval of Independent Registered Public Accounting Firm Services

The SEC requires that before our independent

registered public accounting firm is engaged by us to render any audit or permitted non-audit related service, the engagement be either:

(i) approved by our audit committee or (ii) entered into pursuant to pre-approval policies and procedures established by the

audit committee;

provided that the policies and procedures are detailed as to the particular service, the audit committee is informed

of each service, and such policies and procedures do not include delegation of the audit committee’s responsibilities to management.

Our audit committee is responsible for pre-approving

all services provided by our independent registered public accounting firm.

All of the above services and fees for 2023 and 2022 were

pre-approved by our audit committee.

The information required in response to this Item

14 is incorporated herein by reference to our Definitive Proxy Statement on Schedule 14A to be filed with the SEC no later than 120 days

after the end of the fiscal year covered by this Annual Report on Form 10-K.

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

The following are filed as part of this Annual Report:

The financial statements filed as part of this

Annual Report are included in “Item 8.

Financial Statements and Supplementary Data.”

Statement Schedules

All schedules have been omitted since the required

information is not present, or not present in amounts sufficient to require submission of the schedule, or because the information required

is included in the Consolidated Financial Statements or the Notes thereto.

The following exhibits are required by Item 601 of Regulation S-K.

(a) Documents

filed as part of this Annual Report.

of Independent Registered Public Accounting Firm

Balance Sheets as of December 31, 2023 and 2022

Statements of Operations for the Years Ended December 31, 2023 and 2022

Statements of Changes in Stockholders’ Equity for the Years Ended December 31, 2023 and 2022

Statements of Cash Flows for the Years Ended December 31, 2023 and 2022

to Consolidated Financial Statements

(a) Documents filed as part of this

Annual Report on Form 10-K.

Report of Independent Registered Public Accounting Firms

Consolidated Balance Sheets as of December 31, 2024 and 2023

Consolidated Statements of Operations for the Years Ended December 31, 2024 and 2023

Consolidated Statements of Changes in Stockholders’ Equity for the Years Ended December 31, 2024 and 2023

Consolidated Statements of Cash Flows for the Years Ended December 31, 2024 and 2023

Notes to Consolidated Financial Statements

Financial Statement Schedules:

required to be filed by Item 601 of Regulation S-K

following exhibits are included herein or incorporated herein by reference:

Purchase Agreement, dated June 9, 2022, by and among ManyCam ULC, Visicom Media Inc., 2434936 Alberta ULC and Paltalk, Inc.

(incorporated

by reference to Exhibit 2.1 to the Current Report on Form 8-K of the Company filed June 10, 2022 by the Company with the SEC).

of Incorporation of Paltalk, Inc.

(as amended through May 11, 2023) (incorporated by reference to Exhibit 3.1 to the Quarterly Report

on Form 10-Q of the Company filed on August 8, 2023 by the Company with the SEC).

and Restated Bylaws of Paltalk, Inc.

(incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K of the Company filed

on March 17, 2023 by the Company with the SEC).

Stock Certificate of Paltalk, Inc.

(incorporated by reference to Exhibit 4.1 to the Annual Report on Form 10-K of the Company filed

on March 23, 2023 by the Company with the SEC).

Description of Securities of Paltalk, Inc.

of Rights and Responsibilities, by and between Paltalk, Inc.

and Facebook Inc.

(incorporated by reference to Exhibit 10.1 to the

Annual Report on Form 10-K (File No.

000-52176) filed March 31, 2011 by the Company with the SEC) .

Apple Developer Agreement, by and between Paltalk, Inc.

and Apple Inc.

(incorporated by reference to Exhibit 10.2 to the Annual Report

on Form 10-K (File No.

000-52176) filed March 31, 2011 by the Company with the SEC).

Developer Program License Agreement, by and between Paltalk, Inc.

and Apple Inc.

(incorporated by reference to Exhibit 10.3 to the

Annual Report on Form 10-K (File No.

000-52176) filed March 31, 2011 by the Company with the SEC) .

and Restated Paltalk, Inc.

2011 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form

10-Q (File No.

Financial statement schedules have been omitted as information required is inapplicable or the information is presented in the consolidated financial statements and the related notes.

The exhibits listed below are

filed or incorporated by reference as a part of this Annual Report on Form 10-K.

Securities Purchase Agreement, dated June 9, 2022, by and among ManyCam ULC, Visicom Media Inc., 2434936 Alberta ULC and Paltalk, Inc.

(incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K of the Company filed June 10, 2022 by the Company with the SEC).

Agreement and Plan of Merger, dated August 11, 2024, by and among Intelligent Protection Management Corp., PALT Merger Sub 1, Inc., PALT Merger Sub 2, LLC, Newtek Technology Solutions, Inc.

and NewtekOne, Inc.

(incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K of the Company filed on August 12, 2024 by the Company with the SEC).

Asset Purchase Agreement, dated November 7, 2024, by and among Intelligent Protection Management Corp., Paltalk Holdings, Inc., Paltalk Software, Inc., Camshare, Inc., A.V.M.

Software, Inc., Vumber, LLC, and Meteor Mobile Holdings, Inc.

(incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K of the Company filed on November 8, 2024 by the Company with the SEC).

Certificate of Incorporation of Intelligent Protection Management Corp.

(as amended through January 2, 2025).

Amended and Restated Bylaws of Intelligent Protection Management Corp.

(as amended through January 2, 2025).

Certificate of Designations of Series A Non-Voting Common Equivalent Stock of Intelligent Protection Management Corp.

(incorporated by reference to Exhibit 3.3 to the Current Report on Form 8-K of the Company filed on January 2, 2025 by the Company with the SEC).

Description of Securities of Intelligent Protection Management Corp.

Amended and Restated Intelligent Protection Management Corp.

2011 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q (File No.

000-52176) of the Company filed on November 14, 2011 by the Company with the SEC).

of Restricted Stock Unit Award Agreement (incorporated by reference to Exhibit 99.2 to the Registration Statement on Form S-8 (File

Form of Restricted Stock Unit Award Agreement (incorporated by reference to Exhibit 99.2 to the Registration Statement on Form S-8 (File No.

333-174456) of the Company filed on May 24, 2011 by the Company with the SEC).

of Restricted Stock Award Agreement (incorporated by reference to Exhibit 99.3 to the Registration Statement on Form S-8 (File No.

Form of Restricted Stock Award Agreement (incorporated by reference to Exhibit 99.3 to the Registration Statement on Form S-8 (File No.

333-174456) of the Company filed on May 24, 2011 by the Company with the SEC).

of Nonqualified Stock Option Agreement (incorporated by reference to Exhibit 99.4 to the Registration Statement on Form S-8 (File

Form of Nonqualified Stock Option Agreement (incorporated by reference to Exhibit 99.4 to the Registration Statement on Form S-8 (File No.

333-174456) of the Company filed on May 24, 2011 by the Company with the SEC).

of Incentive Stock Option Agreement (incorporated by reference to Exhibit 10.2 to the Quarterly Report on Form 10-Q (File No.

Form of Incentive Stock Option Agreement (incorporated by reference to Exhibit 10.2 to the Quarterly Report on Form 10-Q (File No.

000-52176) of the Company filed on November 14, 2011 by the Company with the SEC).

2016 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of the Company filed

on May 20, 2016 by the Company with the SEC) .

Amendment to Paltalk, Inc.

2016 Long Term Incentive Plan, dated as of April 10, 2017 (incorporated by reference to Exhibit 10.1 to

the Current Report on Form 8-K of the Company filed on May 30, 2017 by the Company with the SEC).

of Nonqualified Stock Option Agreement (incorporated by reference to Exhibit 10.2 to the Quarterly Report on Form 10-Q of the Company

filed on August 11, 2016 by the Company with the SEC) .

of Incentive Stock Option Agreement (incorporated by reference to Exhibit 10.3 to the Quarterly Report on Form 10-Q of the Company

filed on August 11, 2016 by the Company with the SEC) .

of Director and Officer Nonqualified Stock Option Agreement.

(incorporated by reference to Exhibit 10.13 to the Annual Report on

Form 10-K of the Company filed on March 23, 2022 by the Company with the SEC).

of Restricted Stock Award Agreement (incorporated by reference to Exhibit 10.4 to the Quarterly Report on Form 10-Q of the Company

filed on August 11, 2016 by the Company with the SEC) .

and Restated Executive Employment Agreement, dated March 23, 2022, by and between Paltalk, Inc.

and Jason Katz (incorporated by reference

to Exhibit 10.15 to the Annual Report on Form 10-K of the Company filed on March 23, 2022 by the Company with the SEC).

Rights Agreement, dated October 7, 2016, by and between Paltalk, Inc.

and Clifford Lerner (incorporated by reference to Exhibit 10.2

to the Current Report on Form 8-K of the Company filed on October 11, 2016 by the Company with the SEC) .

of Indemnification Agreement (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of the Company filed on

February 15, 2017 by the Company with the SEC).

Amendment to Registration Rights Agreement, dated June 15, 2018, by and between the Company and Clifford Lerner (incorporated by

reference to Exhibit 10.2 to the Current Report on Form 8-K of the Company filed on June 19, 2018 by the Company with the SEC).

and Restated Employment Agreement, dated March 23, 2022, by and between Paltalk, Inc.

and Kara Jenny (incorporated by reference to

Exhibit 10.19 to the Annual Report on Form 10-K of the Company filed on March 23, 2022 by the Company with the SEC) .

Agreement, dated February 24, 2023, by and between Visicom Media Inc., ManyCam ULC and Paltalk, Inc.

(incorporated by reference to

Exhibit 10.20 to the Annual Report on Form 10-K of the Company filed March 23, 2023 by the Company with the SEC).

Paltalk, Inc.

Intelligent Protection Management Corp.

2016 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of the Company filed on May 20, 2016 by the Company with the SEC) .

First Amendment to Intelligent Protection Management Corp.

2016 Long Term Incentive Plan, dated as of April 10, 2017 (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of the Company filed on May 30, 2017 by the Company with the SEC).

Form of Nonqualified Stock Option Agreement (incorporated by reference to Exhibit 10.2 to the Quarterly Report on Form 10-Q of the Company filed on August 11, 2016 by the Company with the SEC).

Form of Incentive Stock Option Agreement (incorporated by reference to Exhibit 10.3 to the Quarterly Report on Form 10-Q of the Company filed on August 11, 2016 by the Company with the SEC).

Form of Director and Officer Nonqualified Stock Option Agreement.

(incorporated by reference to Exhibit 10.13 to the Annual Report on Form 10-K of the Company filed on March 23, 2022 by the Company with the SEC).

Form of Restricted Stock Award Agreement (incorporated by reference to Exhibit 10.4 to the Quarterly Report on Form 10-Q of the Company filed on August 11, 2016 by the Company with the SEC).

Second Amended and Restated Executive Employment Agreement, dated January 2, 2025, by and between Intelligent Protection Management Corp.

and Jason Katz (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K of the Company filed on January 2, 2025 by the Company with the SEC).

Second Amended and Restated Executive Employment Agreement, dated January 2, 2025, by and between Intelligent Protection Management Corp.

and Kara Jenny (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K of the Company filed on January 2, 2025 by the Company with the SEC).

Executive Employment Agreement, dated January 2, 2025, by and between Intelligent Protection Management Corp.

and Adam Zalko (incorporated by reference to Exhibit 10.4 to the Current Report on Form 8-K of the Company filed on January 2, 2025 by the Company with the SEC).

Executive Employment Agreement, dated January 2, 2025, by and between Intelligent Protection Management Corp.

and Jared Mills (incorporated by reference to Exhibit 10.5 to the Current Report on Form 8-K of the Company filed on January 2, 2025 by the Company with the SEC).

Registration Rights Agreement, dated October 7, 2016, by and between Intelligent Protection Management Corp.

and Clifford Lerner (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K of the Company filed on October 11, 2016 by the Company with the SEC).

First Amendment to Registration Rights Agreement, dated June 15, 2018, by and between the Company and Clifford Lerner (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K of the Company filed on June 19, 2018 by the Company with the SEC).

Registration Rights Agreement, dated January 2, 2025, by and between Intelligent Protection Management Corp.

and NewtekOne, Inc.

(incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of the Company filed on January 2, 2025 by the Company with the SEC).

Form of Indemnification Agreement.

Letter Agreement, dated February 24, 2023, by and between Visicom Media Inc., ManyCam ULC and Intelligent Protection Management Corp.

(incorporated by reference to Exhibit 10.20 to the Annual Report on Form 10-K of the Company filed March 23, 2023 by the Company with the SEC).

Intelligent Protection Management Corp.

Insider Trading Policy.

Subsidiaries of the Company.

Consent of Grassi & Co., CPAs, P.C.

Consent of Marcum LLP.

2 unchanged sentences

Certification of the Chief Executive Officer and Chief Financial Officer of the Company, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Paltalk, Inc.

Intelligent Protection Management Corp.

Compensation Recovery Policy.

1 unchanged sentence

Inline XBRL Taxonomy Extension Schema Document.

Inline XBRL Taxonomy Extension Calculation Linkbase

Inline XBRL Taxonomy Extension Definition Linkbase

Inline XBRL Taxonomy Extension Calculation Linkbase Document.

Inline XBRL Taxonomy Extension Definition Linkbase Document.

Inline XBRL Taxonomy Extension Label Linkbase Document.

Inline XBRL Taxonomy Extension Presentation Linkbase

Cover Page Interactive Data File (formatted as Inline

XBRL and contained in Exhibit 101).

and exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K.

Paltalk, Inc.

hereby undertakes to furnish supplementally copies of any of the omitted schedules and exhibits

upon request by the Securities and Exchange Commission.

contract or compensatory plan arrangement.

certification attached as Exhibit 32.1 is not deemed filed with the Securities and Exchange

Commission and is not to be incorporated by reference into any filing of Paltalk, Inc.

the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended,

whether made before or after the date of the Annual Report on Form 10-K, irrespective of

any general incorporation language contained in such filing.

Inline XBRL Taxonomy Extension Presentation Linkbase Document.

Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

Schedules and exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K.

Intelligent Protection Management Corp.

hereby undertakes to furnish supplementally copies of any of the omitted schedules and exhibits upon request by the Securities and Exchange Commission.

Management contract or compensatory plan arrangement.

Filed herewith.

The certification attached as Exhibit 32.1 is not deemed filed with the Securities and Exchange Commission and is not to be incorporated by reference into any filing of Intelligent Protection Management Corp.

under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date of the Annual Report on Form 10-K, irrespective of any general incorporation language contained in such filing.

Certain confidential information has been excluded pursuant to Item 601(b)(2)(ii) of Regulation S-K.

Such excluded information is not material and is the type that Intelligent Protection Management Corp.

treats as private or confidential.

FORM 10-K SUMMARY

Not applicable.

Pursuant to the requirements

of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf

by the undersigned, thereunto duly authorized.

Pursuant to the requirements of Section 13 or

15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned,

thereunto duly authorized.

March 24, 2025

PALTALK, INC.

INTELLIGENT PROTECTION MANAGEMENT CORP.

/s/ Jason Katz

12 unchanged sentences

(Principal Financial and Accounting Officer)

/s/ Yoram “Rami”

/s/ Yoram “Rami” Abada

March 24, 2025

Yoram “Rami” Abada

/s/ Geoffrey Cook

March 15, 2024

Geoffrey Cook

/s/ Lance Laifer

March 24, 2025

/s/ Sidney Rabsatt

March 24, 2025

Sidney Rabsatt

/s/ John Silberstein

1 unchanged sentence

John Silberstein

/s/ Barry Sloane

March 24, 2025

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures