What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2023-03-23 compared with 2022-03-23 · 138 added, 192 removed, 59 unchanged (85% of the section changed)

CONTROLS AND PROCEDURES

of Disclosure Controls and Procedures

controls are procedures that are designed with the objective of ensuring that information required to be disclosed in our reports filed

under the Exchange Act, such as this Annual Report on Form 10-K, is recorded, processed, summarized and reported within the time periods

specified in the SEC’s rules and forms.

Disclosure controls are also designed with the objective of ensuring that such information

is accumulated and communicated to our management, including the Principal Executive Officer and Principal Financial Officer, as appropriate,

to allow timely decisions regarding required disclosure.

Internal controls are procedures which are designed with the objective of providing

reasonable assurance that (1) our transactions are properly authorized, recorded and reported;

and (2) our assets are safeguarded against

unauthorized or improper use, to permit the preparation of our consolidated financial statements in conformity with GAAP.

management, including our chief executive officer and chief financial officer, evaluated the effectiveness of our disclosure controls

and procedures (as defined in Rules 13a-15(e) or 15d-15(e) under the Exchange Act) as of the end of the period covered by this report.

There are inherent limitations to the effectiveness of any system of disclosure controls and procedures.

In designing and evaluating

the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated,

can provide only reasonable assurance of achieving the desired control objectives.

Evaluation of Disclosure Controls and Procedures

Disclosure controls are procedures that are designed

with the objective of ensuring that information required to be disclosed in our reports filed under the Exchange Act, such as this Annual

Report on Form 10-K, is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.

Disclosure controls are also designed with the objective of ensuring that such information is accumulated and communicated to our management,

including the Principal Executive Officer and Principal Financial Officer, as appropriate, to allow timely decisions regarding required

Internal controls are procedures which are designed with the objective of providing reasonable assurance that (1) our transactions

are properly authorized, recorded and reported;

and (2) our assets are safeguarded against unauthorized or improper use, to permit the

preparation of our consolidated financial statements in conformity with GAAP.

Our management, including our chief executive

officer and chief financial officer, evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e)

or 15d-15(e) under the Exchange Act) as of the end of the period covered by this report.

There are inherent limitations to the effectiveness

of any system of disclosure controls and procedures.

In designing and evaluating the disclosure controls and procedures, management recognized

that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired

control objectives.

Based on the evaluation as of December 31, 2022,

4 unchanged sentences

as appropriate, to allow timely decisions regarding required disclosure.

Annual Report on Internal Control Over Financial Reporting.

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.

Management’s Annual Report on Internal Control Over Financial

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 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.

Remediation of Previously Disclosed Material Weakness

As previously disclosed in our Annual Report on Form 10-K for the fiscal

year ended December 31, 2020, the assessment of our internal control over financial reporting determined that a material weakness in our

internal controls existed as of December 31, 2020, due to the lack of controls related to change management within the technology that

supported the Company’s financial reporting function.

Measures were taken to remediate the material weakness, and we made significant

improvements to our key process related to change management around technology support.

We concluded this reported material weakness was

remediated as of December 31, 2021.

in Internal Control over Financial Reporting

have implemented changes in our internal control over financial reporting (as defined in Rules 13a-15(f) or 15d-15(f) under the Exchange

Act) during the year ended December 31, 2021, related to general information technology controls in the area of change management in

order to remediate the material weakness identified in the year ended December 31, 2020.

There were no other changes in our internal control

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

There were no changes in our internal control

over financial reporting during the quarter ended December 31, 2022 (as defined in Rules 13a-15(f) or 15d-15(f) under the Exchange Act)

1 unchanged sentence

OTHER INFORMATION.

Officer Employment Agreements

On March 23, 2022, the Company entered into

an Amended and Restated Employment Agreement with Jason Katz, the Company’s Chief Executive Officer (the “Katz Employment

Agreement”), which amends and restates Mr.

Katz’s existing employment agreement with the Company dated as of October 7, 2016.

In addition, on March 23, 2022, the Company entered into an Amended and Restated Employment Agreement with Kara Jenny, the Company’s

Chief Financial Officer (the “Jenny Employment Agreement”), which amends and restates Ms.

Jenny’s existing employment

with the Company dated as of December 9, 2019.

Except as provided herein, all other terms and conditions of the prior employment agreements

between the Company and each of Ms.

Jenny and Mr.

Katz will remain in full force and effect.

Pursuant to the Katz Employment Agreement,

and as previously disclosed in the Company’s Definitive Proxy Statement filed with the SEC on April 9, 2021, effective February

Katz shall receive an annualized base salary of two hundred twenty-five thousand dollars ($225,000).

The foregoing description

of the Katz Employment Agreement is qualified in its entirety by reference to the full text of the Katz Employment Agreement, which is

filed as Exhibit 10.15 to this Annual Report on Form 10-K and is incorporated by reference herein.

Pursuant to the Jenny Employment Agreement,

for fiscal year 2022, Ms.

Jenny is entitled to receive an annualized base salary of two hundred sixty-five thousand dollars ($265,000),

effective retroactively as of January 28, 2022.

For fiscal year 2023, provided that Ms.

Jenny is still employed and in good standing with

the Company, she will be entitled to receive an annualized base salary of two hundred eighty-five thousand dollars ($285,000).

In addition, the 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 pay Ms.

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

then-current annualized base salary (each such capitalized term as defined in the Jenny Employment Agreement).

The foregoing description

of the Jenny Employment Agreement is qualified in its entirety by reference to the full text of the Jenny Employment Agreement, which

is filed as Exhibit 10.21 to this Annual Report on Form 10-K and is incorporated by reference herein.

Stock Repurchase Plan

On March 21, 2022, the Board of Directors of the

Company approved a stock repurchase plan for up to $1,750,000 of the Company’s outstanding common stock (the “Stock Repurchase

The Stock Repurchase Plan is effective as of March 29, 2022 and expires on the one-year anniversary of such date.

may be repurchased from time-to-time in open market transactions at prevailing market prices, in privately negotiated transactions or

by other means in accordance with federal securities laws, including Rule 10b5-1 programs, and the Stock Repurchase Plan may be suspended

or discontinued at any time.

The actual timing, number and value of shares repurchased will be determined by a committee of the Board

of Directors at its discretion and will depend on a number of factors, including the market price of the Company’s common stock,

general market and economic conditions, alternative investment opportunities and other corporate considerations.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT

1 unchanged sentence

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

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.

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

information required in response to this Item 11 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

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

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.

The information required in response to this

Item 11 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

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

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.

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

following are filed as part of this Annual Report:

financial statements filed as part of this Annual Report are included in “Item 8.

The following are filed as part of this Annual Report:

Financial Statements

The financial statements filed as part of this

Annual Report are included in “Item 8.

Financial Statements and Supplementary Data.”

Statement Schedules

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.

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

Financial 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.

Report of Independent

Registered Public Accounting Firm

Consolidated Balance Sheets as of December 31, 2021

Consolidated Statements

of Income for the Years Ended December 31, 2021 and 2020

Statements of Changes in Stockholders’ Equity for the Years Ended December 31, 2021 and 2020

Consolidated Statements

of Cash Flows for the Years Ended December 31, 2021 and 2020

Notes to Consolidated Financial

Report of Independent Registered Public Accounting Firm

Consolidated Balance Sheets as of December 31, 2022 and 2021

Consolidated Statements of Operations for the Years Ended December 31, 2022 and 2021

Consolidated Statements of Changes in Stockholders’ Equity for the Years Ended December 31, 2022 and 2021

Consolidated Statements of Cash Flows for the Years Ended December 31, 2022 and 2021

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:

and Plan of Merger, dated September 13, 2016, by and among Paltalk, Inc., SAVM Acquisition Corporation, A.V.M.

Exhibits required to be

filed by Item 601 of Regulation S-K

The following exhibits

are included herein or incorporated herein by reference:

Agreement and Plan of Merger, dated September 13, 2016, by and among Paltalk, Inc., SAVM Acquisition Corporation, A.V.M.

Software, Inc.

Jason Katz (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K of the Company filed on September 14, 2016

by the Company with the SEC).

Purchase Agreement, by and between Paltalk, Inc.

and The Dating Company, LLC, dated as of January 31, 2019 (incorporated by reference

to Exhibit 2.1 to the Current Report on Form 8-K of the Company filed on February 4, 2018 by the Company with the SEC).

and Restated Asset Purchase Agreement, dated as of May 29, 2020, by and between Paltalk, Inc.

and SecureCo, LLC (incorporated by

reference to Exhibit 2.2 to the Quarterly Report on Form 10-Q of the Company filed on August 6, 2020 by the Company with the SEC).

of Incorporation of Paltalk, Inc.

(as amended through May 15, 2020) (incorporated by reference to Exhibit 3.1 to the Quarterly Report

on Form 10-Q of the Company filed November 9, 2021 by the Company with the SEC).

and Restated By-Laws of Paltalk, Inc.

(as amended through May 15, 2020) (incorporated by reference to Exhibit 3.2 to the Quarterly

Report on Form 10-Q of the Company filed November 9, 2021 by the Company with the SEC).

Stock Certificate of Paltalk, Inc.

Description of Securities.

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

and Jason Katz (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K of the Company filed on September 14, 2016 by the Company with the SEC).

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).

Certificate of Incorporation of Paltalk, Inc.

(as amended through May 15, 2020) (incorporated by reference to Exhibit 3.1 to the Quarterly Report on Form 10-Q of the Company filed November 9, 2021 by the Company with the SEC).

Amended 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).

Specimen 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, 2022 by the Company with the SEC).

Description of Securities of Paltalk, Inc.

(incorporated by reference to Exhibit 4.2 to the Annual Report on Form 10-K of the Company filed on March 23, 2022 by the Company with the SEC).

Statement 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.

(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.

Registered 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.

(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.

iOS 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.

(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.

Amended 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.

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 16, 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).

Paltalk, Inc.

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 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).

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.

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).

(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).

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

and Jason Katz.

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 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).

Registration 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).

Form 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).

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).

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

and Kara Jenny.

of the Company.

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.

Subsidiaries of the Company.

Consent of Marcum LLP.

Certification

of the Chief Executive Officer of the Company, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Certification

of the Chief Financial Officer of the Company, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Certification

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

Certification of the Chief Executive Officer of the Company, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Certification of the Chief Financial Officer of the Company, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

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

Inline XBRL Instance Document

5 unchanged sentences

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.

Schedules 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.

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.

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 Paltalk, Inc.

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

FORM 10-K SUMMARY

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.

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.

March 23, 2023

PALTALK, INC.

/s/ Jason Katz

Chief Executive Officer

(Principal Executive Officer)

to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the

registrant and in the capacities and on the dates indicated.

Executive Officer and Chairman of the Board

Executive Officer)

Financial Officer and Director

Financial and Accounting Officer)

Pursuant to the requirements of the Securities Exchange Act of 1934,

this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Chief Executive Officer and Chairman of the Board

March 23, 2023

(Principal Executive Officer)

/s/ Kara Jenny

Chief Financial Officer and Director

March 23, 2023

(Principal Financial and Accounting Officer)

March 23, 2023

Yoram “Rami” Abada

March 23, 2023

/s/ John Silberstein

March 23, 2023

John Silberstein

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