INTELLIGENT PROTECTION MANAGEMENT CORP. 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ________ to ________ Commission File Number 001-38717 PALTALK, INC. (Exact name of registrant as specified in its charter) Delaware 20-3191847 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) 30 Jericho Executive Plaza Suite 400E Jericho , NY 11753 (Address of principal executive offices) (Zip Code) (212) 967-5120 (Registrant’s telephone number, including area code) Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol(s) Name of each exchange on which registered Common Stock, $0.001 par value PALT The Nasdaq Capital Market Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filer ☐ Accelerated filer ☐ Non-accelerated filer ☒ Smaller reporting company ☒ Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒ Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date. Class Outstanding at November 11, 2024 Common Stock, par value $0.001 per share 9,236,987 * * Excludes 641,963 shares of common stock that are held as treasury stock by Paltalk, Inc. PALTALK, INC. QUARTERLY REPORT ON FORM 10-Q FOR THE QUARTER ENDED SEPTEMBER 30, 2024 Table of Contents Page Number PART I. FINANCIAL INFORMATION 1 ITEM 1. Financial Statements 1 Condensed Consolidated Balance Sheets as of September 30, 2024 (Unaudited) and December 31, 2023 1 Condensed Consolidated Statements of Operations for the Three and Nine Months Ended September 30, 2024 and 2023 (Unaudited) 2 Condensed Consolidated Statements of Changes in Stockholders’ Equity for the Three and Nine Months Ended September 30, 2024 and 2023 (Unaudited) 3 Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2024 and 2023 (Unaudited) 4 Notes to Condensed Consolidated Financial Statements (Unaudited) 5 ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 16 ITEM 3. Quantitative and Qualitative Disclosures About Market Risk 28 ITEM 4. Controls and Procedures 28 PART II. OTHER INFORMATION 29 ITEM 1. Legal Proceedings 29 ITEM 1A. Risk Factors 29 ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds 31 ITEM 3. Defaults Upon Senior Securities 31 ITEM 4. Mine Safety Disclosures 31 ITEM 5. Other Information 31 ITEM 6. Exhibits 32 Paltalk, our logo and other trademarks or service marks appearing in this report are the property of Paltalk, Inc. Trade names, trademarks and service marks of other companies appearing in this report are the property of their respective owners. Solely for convenience, the trademarks, service marks and trade names included in this report are without the ®, or other applicable symbols, but such references are not intended to indicate, in any way, that we will not assert, to the fullest extent under applicable law, our rights or the rights of the applicable licensors to these trademarks, service marks and trade names. Unless the context otherwise indicates, references to “Paltalk,” “we,” “our,” “us” and the “Company” refer to Paltalk, Inc. and its subsidiaries on a consolidated basis. i FORWARD-LOOKING STATEMENTS Certain statements contained in this Quarterly Report on Form 10-Q constitute “forward-looking statements” as defined in Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), that are based on current expectations, estimates, forecasts and assumptions and are subject to risks and uncertainties. Words such as “anticipate,” “assume,” “began,” “believe,” “budget,” “continue,” “could,” “estimate,” “expect,” “forecast,” “goal,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “seek,” “should,” “target,” “would” and variations of such words and similar expressions are intended to identify such forward-looking statements. All forward-looking statements speak only as of the date on which they are made. Such forward-looking statements are subject to certain risks, uncertainties and assumptions relating to factors that could cause actual results to differ materially from those anticipated in such statements, including, without limitation, the following: ● our ability to consummate the Mergers (as defined herein), including our ability to complete the Divestiture (as defined herein) that is a condition thereto, and realize the anticipated benefits and synergies expected from the Mergers once consummated; ● our ability to effectively market and generate revenue from our applications; ● our ability to generate and maintain active users and to effectively monetize our user base; ● our ability to update our applications to respond to rapid technological changes; ● the intense competition in the industry in which our business operates and our ability to effectively compete with existing competitors and new market entrants; ● our ability to consummate favorable acquisitions and effectively integrate any companies or properties that we acquire; ● the impact of any economic recession and the overall inflationary environment on our results of operations and our business; ● the dependence of our applications on mobile platforms and operating systems that we do not control, including our heavy reliance on the platforms of Apple, Facebook and Google and their ability to discontinue, limit or restrict access to their platforms by us or our applications, change their terms and conditions or other policies or features (including restricting methods of collecting payments, sending notifications or placing advertisements), establish more favorable relationships with one or more of our competitors or develop applications or features that compete with our applications; ● our ability to develop, establish and maintain strong brands; ● our reliance on our executive officers and consultants; ● our ability to adapt or modify our applications for the international market and derive revenue therefrom; ● the ability of foreign governments to restrict access to our applications or impose new regulations; ● the reliance of our mobile applications on having a mobile data plan and/or Wi-Fi access to gain internet connectivity; ● the effect of security breaches, computer viruses and cybersecurity incidents; ● our reliance upon credit card processors and related merchant account approvals and the impact of chargeback liabilities that we may face from credit card processors; ● the possibility that our users or third parties may be physically or emotionally harmed following interaction with other users; ii ● our ability to obtain additional capital or financing when and if necessary, to execute our business plan, including through offerings of debt or equity or sale of any of our assets; ● the risk that we may face litigation resulting from the transmission of information through our applications; ● the effects of current and future government regulation, including tax laws and laws and regulations regarding the use of the internet, privacy, cybersecurity and protection of user data; ● the impact of any claim that we have infringed on intellectual property rights of others; ● our ability to protect our intellectual property rights; ● our ability to maintain effective internal controls over financial reporting; ● our ability to offset fees associated with the distribution platforms that host our applications; ● our reliance on internally derived data to accurately report user metrics and other measures of our performance; ● our ability to release new applications or improve upon or add features to existing applications on schedule or at all; ● our reliance on third-party investor relations firms to help create awareness of our Company and compliance by such third parties with regulatory requirements related to promotional reports; and ● our ability to attract and retain qualified employees and consultants. For a more detailed discussion of these and other factors that may affect our business, see the discussion in “Item 1A. Risk Factors” in Part II of this report, “Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part I of this report and the risk factors set forth in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023, which was filed with the Securities and Exchange Commission on March 15, 2024. We caution that the foregoing list of factors is not exclusive, and new factors may emerge, or changes to the foregoing factors may occur, that could impact our business. We do not undertake any obligation to update any forward-looking statement, whether written or oral, relating to the matters discussed in this report, except to the extent required by applicable securities laws. iii PART I - FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS PALTALK, INC. CONDENSED CONSOLIDATED BALANCE SHEETS September 30, December 31, 2024 2023 Assets (unaudited) Current assets: Cash and cash equivalents $ 12,056,085 $ 13,568,049 Accounts receivable, net of allowances of $ 13,264 as of September 30, 2024 and $ 23,326 as of December 31, 2023, respectively 114,856 92,704 Employee retention tax credit receivable, net 114,212 114,212 Prepaid expense and other current assets 868,428 990,634 Total current assets 13,153,581 14,765,599 Operating lease right-of-use assets 95,306 77,005 Goodwill 6,326,250 6,326,250 Intangible assets, net 2,087,727 2,704,477 Other assets 13,937 13,937 Total assets $ 21,676,801 $ 23,887,268 Liabilities and stockholders’ equity Current liabilities: Accounts payable $ 1,426,124 $ 792,053 Accrued expenses and other current liabilities 213,377 226,120 Operating lease liabilities, current portion 81,645 77,005 Deferred subscription revenue 2,067,220 2,043,362 Total current liabilities 3,788,366 3,138,540 Operating lease liabilities, non-current portion 13,661 - Deferred tax liability 511,893 614,041 Total liabilities 4,313,920 3,752,581 Commitments and contingencies (Note 9) Stockholders’ equity: Common stock, $ 0.001 par value, 25,000,000 shares authorized, 9,864,120 shares issued and 9,236,987 shares outstanding as of September 30, 2024 and 9,222,157 shares outstanding as of December 31, 2023, respectively 9,879 9,864 Treasury stock, 641,963 shares repurchased as of September 30, 2024 and December 31, 2023, respectively ( 1,199,337 ) ( 1,199,337 ) Additional paid-in capital 36,372,615 36,208,728 Accumulated deficit ( 17,820,276 ) ( 14,884,568 ) Total stockholders’ equity 17,362,881 20,134,687 Total liabilities and stockholders’ equity $ 21,676,801 $ 23,887,268 The accompanying notes are an integral part of these condensed consolidated financial statements. 1 PALTALK, INC. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) Three Months Ended September 30, Nine Months Ended September 30, 2024 2023 2024 2023 Revenues: Subscription revenue $ 2,033,324 $ 2,673,333 $ 6,649,206 $ 8,063,992 Advertising revenue 87,910 94,606 294,383 223,966 Total revenues 2,121,234 2,767,939 6,943,589 8,287,958 Costs and expenses: Cost of revenue 760,166 826,662 2,389,734 2,403,165 Sales and marketing expense 202,876 210,573 585,987 685,953 Product development expense 1,209,326 1,193,430 3,633,247 3,605,652 General and administrative expense 1,636,400 926,690 3,958,406 3,169,321 Total costs and expenses 3,808,768 3,157,355 10,567,374 9,864,091 Loss from operations ( 1,687,534 ) ( 389,416 ) ( 3,623,785 ) ( 1,576,133 ) Interest income, net 157,517 169,925 453,732 462,433 Other income, net - - 146,269 343,045 Loss from operations before provision for income taxes ( 1,530,017 ) ( 219,491 ) ( 3,023,784 ) ( 770,655 ) Income tax benefit (expense) 20,767 37,915 88,076 ( 13,590 ) Net loss $ ( 1,509,250 ) $ ( 181,576 ) $ ( 2,935,708 ) $ ( 784,245 ) Net loss per share of common stock: Basic $ ( 0.16 ) $ ( 0.02 ) $ ( 0.32 ) $ ( 0.09 ) Diluted $ ( 0.16 ) $ ( 0.02 ) $ ( 0.32 ) $ ( 0.09 ) Weighted average number of shares of common stock used in calculating net loss per share of common stock: Basic 9,227,307 9,222,157 9,223,886 9,222,223 Diluted 9,227,307 9,222,157 9,223,886 9,222,223 The accompanying notes are an integral part of these condensed consolidated financial statements. 2 PALTALK, INC. CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2024 AND 2023 (Unaudited) Common Stock Treasury Stock Additional Paid-in Accumulated Total Stockholders’ Shares Amount Shares Amount Capital Deficit Equity Balance at December 31, 2022 9,864,120 $ 9,864 ( 636,771 ) $ ( 1,192,124 ) $ 35,973,735 $ ( 13,817,233 ) $ 20,974,242 Stock-based compensation expense - - - - 55,141 - 55,141 Repurchases of common stock - - ( 5,192 ) ( 7,213 ) - - ( 7,213 ) Net loss - - - - - ( 738,298 ) ( 738,298 ) Balance at March 31, 2023 9,864,120 $ 9,864 ( 641,963 ) $ ( 1,199,337 ) $ 36,028,876 $ ( 14,555,531 ) $ 20,283,872 Stock-based compensation expense - - - - 57,170 - 57,170 Net income - - - - - 135,629 135,629 Balance at June 30, 2023 9,864,120 $ 9,864 ( 641,963 ) $ ( 1,199,337 ) $ 36,086,046 $ ( 14,419,902 ) $ 20,476,671 Stock-based compensation expense - - - - 57,380 - 57,380 Net loss - - - - - ( 181,576 ) ( 181,576 ) Balance at September 30, 2023 9,864,120 $ 9,864 ( 641,963 ) $ ( 1,199,337 ) $ 36,143,426 $ ( 14,601,478 ) $ 20,352,475 Balance at December 31, 2023 9,864,120 $ 9,864 ( 641,963 ) $ ( 1,199,337 ) $ 36,208,728 $ ( 14,884,568 ) $ 20,134,687 Stock-based compensation expense - - - - 59,311 - 59,311 Net loss - - - - - ( 492,307 ) ( 492,307 ) Balance at March 31, 2024 9,864,120 $ 9,864 ( 641,963 ) $ ( 1,199,337 ) $ 36,268,039 $ ( 15,376,875 ) $ 19,701,691 Stock-based compensation expense - - - - 32,250 - 32,250 Net loss - - - - - ( 934,151 ) ( 934,151 ) Balance at June 30, 2024 9,864,120 $ 9,864 ( 641,963 ) $ ( 1,199,337 ) $ 36,300,289 $ ( 16,311,026 ) $ 18,799,790 Stock-based compensation expense - - - - 32,569 - 32,569 Proceeds from the exercise of employee stock options 14,830 15 - - 39,757 - 39,772 Net loss - - - - - ( 1,509,250 ) ( 1,509,250 ) Balance at September 30, 2024 9,878,950 $ 9,879 ( 641,963 ) ( 1,199,337 ) 36,372,615 ( 17,820,276 ) $ 17,362,881 The accompanying notes are an integral part of these condensed consolidated financial statements. 3 PALTALK, INC. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) Nine Months Ended September 30, 2024 2023 Cash flows from operating activities: Net loss $ ( 2,935,708 ) $ ( 784,245 ) Adjustments to reconcile net loss from operations to net cash used in operating activities: Amortization of intangible assets 616,750 616,750 Amortization of operating lease right-of-use assets 62,884 61,454 Credit loss expense 8,794 10,000 Income tax benefit ( 14,072 ) - Deferred tax benefit ( 88,076 ) ( 18,219 ) Stock-based compensation 124,130 169,691 Changes in operating assets and liabilities: Accounts receivable ( 30,946 ) ( 30,925 ) Operating lease liability ( 62,884 ) ( 61,454 ) Prepaid expense and other current assets 122,206 ( 279,448 ) Accounts payable, accrued expenses and other current liabilities 621,328 ( 493,177 ) Employee retention tax credit receivable, net - ( 114,212 ) Deferred subscription revenue 23,858 ( 56,935 ) Net cash used in operating activities ( 1,551,736 ) ( 980,720 ) Cash flows from investing activities: Payment of contingent consideration - ( 85,000 ) Net cash used in investing activities - ( 85,000 ) Cash flows from financing activities: Proceeds from the exercise of employee stock options 39,772 - Purchase of treasury stock - ( 7,213 ) Net cash provided by (used in) financing activities 39,772 ( 7,213 ) Net decrease in cash and cash equivalents ( 1,511,964 ) ( 1,072,933 ) Balance of cash and cash equivalents at beginning of period 13,568,049 14,739,933 Balance of cash and cash equivalents at end of period $ 12,056,085 $ 13,667,000 Supplemental disclosure of cash flow information: Cash paid during the periods: Interest $ - $ 512 Taxes $ 9,550 $ 23,551 The accompanying notes are an integral part of these condensed consolidated financial statements. 4 PALTALK, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) 1. Organization and Description of Business Overview The accompanying condensed consolidated financial statements include Paltalk, Inc. and its wholly owned subsidiaries, A.V.M. Software, Inc., Paltalk Software Inc., Paltalk Holdings, Inc., Tiny Acquisition Inc., Camshare, Inc., Fire Talk LLC, Vumber LLC and ManyCam ULC (collectively, the “Company”). The Company is a communications software innovator that powers multimedia social applications. The Company’s product portfolio includes Paltalk, Camfrog and Tinychat, which together host a large collection of video-based communities. The Company’s other products include ManyCam and Vumber. ManyCam is a live streaming software and virtual camera that allows users to deliver professional live videos on streaming platforms, video conferencing apps and distance learning tools. Vumber is a telecommunications services provider that enables users to communicate privately by having multiple phone numbers with any area code through which calls can be forwarded to a user’s existing telephone number. The Company has an over 20-year history of technology innovation and holds 8 patents. Recent Developments NTS Acquisition Agreement On August 11, 2024, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”), by and among the Company, PALT Merger Sub 1, Inc., a direct and wholly owned subsidiary of the Company (“First Merger Sub”), PALT Merger Sub 2, LLC, a direct and wholly owned subsidiary of the Company (“Second Merger Sub”), Newtek Technology Solutions, Inc. (“NTS”), and NewtekOne, Inc., the sole stockholder of NTS (“Newtek”), to acquire NTS through a two-step merger process. Pursuant to the Merger Agreement, following the receipt of approval by the Company’s stockholders: (i) NTS will merge with and into First Merger Sub, with NTS continuing as the surviving entity (the “Interim Surviving Entity” and such merger, the “First Step Merger”), and (ii) immediately following the consummation of the First Step Merger, the Interim Surviving Entity will merge with and into Second Merger Sub, with Second Merger Sub continuing as the surviving entity (the “Second Step Merger” and, together with the First Step Merger, the “Mergers”). Pursuant to the Merger Agreement, as consideration for the Mergers, the Company agreed to (i) pay Newtek an amount in cash equal to $ 4,000,000 , which is subject to customary purchase price adjustments as set forth in the Merger Agreement, including a working capital adjustment (the “Merger Closing Cash Consideration”) and (ii) issue Newtek 4,000,000 shares (the “Merger Closing Stock Consideration” and together with the Merger Closing Cash Consideration, the “Merger Closing Consideration”) of a newly created series of preferred stock, the Series A Non-Voting Common Equivalent Stock of the Company, par value $ 0.001 per share (the “Preferred Stock”). In addition to the Merger Closing Consideration, the Merger Agreement provides that Newtek is entitled to receive an amount up to $ 5,000,000 (the “Merger Earn-Out Amount”) based on the Company’s achievement certain cumulative average Adjusted EBITDA thresholds for the 2025 and 2026 fiscal years. The Merger Earn-Out Amount may be paid, at the Company’s sole discretion, in cash (the “Merger Earn-Out Cash Consideration”), in shares of Preferred Stock (the “Merger Earn-Out Stock Consideration”) or in a combination thereof. The issuance of the Merger Closing Stock Consideration, the Merger Earn-Out Stock Consideration (if any) and the shares of common stock issuable upon conversion of the Preferred Stock is referred to herein as the “Parent Stock Issuance”. Pursuant to the Merger Agreement, if the issuance of the Merger Closing Stock Consideration or the Merger Earn-Out Stock Consideration would cause Newtek’s “total equity” (as calculated under the Bank Holding Company Act of 1956, as amended, and as implemented and interpreted by the Board of Governors of the Federal Reserve System) in the Company to exceed 33.33 % (the “Total Equity Cap”), then the number of shares of Preferred Stock issuable as Merger Closing Stock Consideration and/or Merger Earn-Out Stock Consideration, as applicable, will be adjusted so that the Company will issue Newtek the maximum number of shares of Preferred Stock that would not cause Newtek’s total equity to exceed the Total Equity Cap, with a corresponding increase to the Merger Closing Cash Consideration and the Merger Earn-Out Cash Consideration, as applicable. 5 As a condition to the closing of the Mergers and the transactions contemplated by the Merger Agreement, the Merger Agreement provides that the Company must effectuate the sale of its Paltalk, Camfrog, and Tinychat applications and all assets and liabilities related to such applications. Subsequent to the parties’ entry into the Merger Agreement, Newtek agreed to waive the condition requiring the sale of the Company’s “Tinychat” application so long as all operations of Tinychat have ceased upon the closing of the Mergers. In addition, the closing of the Mergers is subject to the satisfaction of various customary closing conditions, including, among others, approval of the Parent Stock Issuance and the Divestiture by the Company’s stockholders. The Merger Agreement contains certain termination rights for both the Company and Newtek, on behalf of itself and NTS, including, among other things, if the closing has not occurred prior to February 9, 2025. In the event the Merger Agreement is terminated, neither party thereto will owe a termination fee or otherwise incur a liability to any other party under or relating to the Merger Agreement. For the three and nine months ended September 30, 2024, the Company incurred general and administrative expenses of $ 749,726 and $ 1,136,476 , respectively, associated with the Mergers. Impact of Macro-Economic Factors The Company’s results of operations have been and may continue to be negatively impacted by macro-economic factors, including the timing of economic recessions and/or recovery and the overall inflationary environment. Prolonged periods of inflation have affected, and may continue to affect, the Company’s ability to target new customers as well as keep existing customers engaged and may ultimately have a correlating effect on its users’ discretionary spending. Future adverse developments with respect to the economic environment and geopolitical tensions may create additional market and economic uncertainty, which could affect the Company’s industry. Employee Retention Tax Credit Under the provisions of the extension of the Coronavirus Aid, Relief, and Economic Security Act, the Company was eligible for a refundable employee retention tax credit (the “ERTC”), subject to certain criteria. During the year ended December 31, 2023, the Company applied for the ERTC and recorded a receivable in the amount of $ 343,045 , net of related costs, which was recognized in the Company’s condensed consolidated statement of operations as other income. As of September 30, 2024, the Company received an aggregate of $ 294,833 , or $ 228,833 net of related costs, which was recorded as a reduction of the receivable on the Company’s condensed consolidated balance sheet. Basis of Presentation The condensed consolidated financial statements included in this report have been prepared on a going concern basis in accordance with generally accepted accounting principles in the United States (“GAAP”) and the rules and regulations of the Securities and Exchange Commission (the “SEC”) for interim financial information. The Company has not included certain information and notes required by GAAP for complete financial statements pursuant to those rules and regulations, although it believes that the disclosure included herein is adequate to make the information presented not misleading. The condensed consolidated financial statements contained herein should be read in conjunction with the Company’s audited consolidated financial statements and the related notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, filed with the SEC on March 15, 2024 (the “Form 10-K”). In the opinion of management, the accompanying unaudited condensed consolidated financial information contains all normal and recurring adjustments necessary to fairly present the condensed consolidated balance sheets and statements of operations, cash flows and changes in stockholders’ equity of the Company for the interim periods presented. The Company’s historical results are not necessarily indicative of future operating results, and the results for the three and nine months ended September 30, 2024 are not necessarily indicative of results for the year ending December 31, 2024, or for any other period. 6 2. Summary of Significant Accounting Policies During the nine months ended September 30, 2024, there were no significant changes made to the Company’s significant accounting policies. For a detailed discussion about the Company’s significant accounting policies, see the Form 10-K. Inflation Reduction Act of 2022 On August 16, 2022, the Inflation Reduction Act of 2022 (the “IR Act”) was signed into federal law. The IR Act provides for, among other things, a new U.S. federal 1 % excise tax on certain repurchases of stock by publicly traded U.S. domestic corporations and certain U.S. domestic subsidiaries of publicly traded foreign corporations occurring on or after January 1, 2023. The excise tax is imposed on the repurchasing corporation itself, not its shareholders from which shares are repurchased. The amount of the excise tax is generally 1 % of the fair market value of the shares repurchased at the time of the repurchase. However, for purposes of calculating the excise tax, repurchasing corporations are permitted to net the fair market value of certain new stock issuances against the fair market value of stock repurchases during the same taxable year. In addition, certain exceptions apply to the excise tax. The U.S. Department of the Treasury has been given authority to provide regulations and other guidance to carry out and prevent the abuse or avoidance of the excise tax. The IR Act was not applicable to the Company during the year ended December 31, 2023 or the nine months ended September 30, 2024, given that repurchases of stock during such periods, if any, were below the threshold required to be subject to taxation. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions about future events that affect the amounts reported in the financial statements and accompanying notes. Future events and their effects cannot be determined with absolute certainty. Therefore, the determination of estimates requires the exercise of judgment. Actual results inevitably will differ from those estimates, and such differences may be material to the financial statements. The most significant accounting estimates inherent in the preparation of the Company’s financial statements include the discount rates and weighted average costs of capital used in the fair value of the ManyCam assets and in assigning their respective useful lives. These fair values and estimates were based on a number of factors, including a valuation by an independent third party. Revisions to the Company’s estimates may result in increases or decreases to revenues and income and are reflected in the condensed consolidated financial statements in the periods in which they are first identified. If the Company’s estimates indicate that a contract loss will be incurred, a loss provision is recorded in the period in which the loss first becomes probable and can be reasonably estimated. Contract losses are the amount by which the estimated costs of the contract exceed the estimated total revenue that will be generated by the contract and are included in cost of revenues in the Company’s condensed consolidated statements of operations. There were no contract losses for the periods presented in this report. 7 Revenue Recognition In accordance with Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers , revenue from contracts with customers is recognized when control of the promised services is transferred to the customers in an amount that reflects the consideration the Company expects to receive in exchange for those services. Sales tax is excluded from reported revenue. The Company has elected the practical expedient allowable by the guidance to not disclose information about remaining performance obligations pertaining to contracts that have an original expected duration of one year or less. Subscription Revenue The Company generates subscription revenue primarily from monthly premium subscription services. Subscription revenues are presented net of refunds, credits, and known and estimated credit card chargebacks. During the nine months ended September 30, 2024 and 2023, subscriptions were offered in durations of one-, three-, six-, twelve-month and twenty four-month terms. All subscription fees, however, are paid by credit card at the origination of the subscription regardless of the term of the subscription. Revenues from multi-month subscriptions are recognized on a straight-line basis over the period where the service is offered to the customer, indicated by length of the subscription term purchased. The unearned portion of subscription revenue is presented as deferred subscription revenue in the accompanying condensed consolidated balance sheets. Deferred subscription revenue at December 31, 2023 was $ 2,043,362 , of which $ 1,525,120 was subsequently recognized as subscription revenue during the nine months ended September 30, 2024. The ending balance of deferred subscription revenue at September 30, 2024 and 2023 was $ 2,067,220 and $ 2,200,517 , respectively. In addition, the Company offers virtual gifts to its users. Users may purchase credits in $5, $10 or $20 increments that can be redeemed for a host of virtual gifts such as a rose, a beer or a car, among other items. These gifts are given among users to enhance communication and are typically redeemed within 30 days of purchase. Upon purchase, the virtual gifts are credited to the users’ account and are under the users’ control. Virtual gift revenue is recognized upon the users’ redemption of virtual gifts at the fixed transaction price and included in subscription revenue in the accompanying condensed consolidated statements of operations. Virtual gift revenue is presented as deferred revenue in the condensed consolidated balance sheets until virtual gifts are redeemed. Virtual gift revenue was $ 647,779 and $ 1,110,396 for the three months ended September 30, 2024 and 2023, respectively. Virtual gift revenue was $ 2,351,550 and $ 3,432,709 for the nine months ended September 30, 2024 and 2023, respectively. The ending balance of deferred revenue from virtual gifts, which is included in deferred subscription revenue at September 30, 2024 and 2023 was $ 547,826 and $ 515,532 , respectively. Advertising Revenue The Company generates advertising revenue from the display of advertisements on its products through contractual agreements with third parties that are based on the number of advertising impressions delivered. Measurements of impressions include when a customer clicks an advertisement (CPC basis), views an advertisement impression (CPM basis), or registers for an external website via an advertisement by clicking on or through the application (CPA basis). Advertising revenue is dependent upon traffic as well as the advertising inventory placed on the Company’s products. 8 Goodwill Goodwill is recorded when the purchase price paid for an acquisition exceeds the estimated fair value of the net identified tangible and intangible assets acquired. The Company evaluates its goodwill for impairment in accordance with ASC 350, Intangibles – Goodwill and Other (as amended by ASU 2017-04) , by assessing qualitative factors to determine whether it is more likely than not (that is, a likelihood of more than 50 percent) that the fair value of a reporting unit is less than its carrying amount, including goodwill. The Company performs the quantitative goodwill impairment test, if, after assessing the totality of events or circumstances such as those described in paragraph ASC 350-20-35-3C(a) through (g), the Company determines that it is more likely than not that the fair value of a reporting unit is less than its carrying amount. An impairment charge is recognized for the amount by which the carrying amount exceeds the reporting unit’s fair value, limited to the total amount of goodwill related to the reporting unit. The Company tests the recorded amount of goodwill for impairment on an annual basis as of December 31 of each fiscal year or more frequently if there are indicators that the fair value of the goodwill exceeds its carrying amount. The Company has one reporting unit. The Company performed a qualitative assessment and concluded that no impairment existed as of December 31, 2023 and 2022. Intangible Assets The Company’s acquired amortizable intangible assets primarily consist of the assets acquired in June 2022 relating to ManyCam software, which assets consist of internally developed software, intellectual property (trade names, trademarks and URLs) and subscriber relationships/customer lists. The Company’s intangible assets represent definite lived intangible assets, which are being amortized on a straight-line basis over their estimated useful lives as follows: Patents 20 years Trade names, trademarks, product names, URLs 5 - 10 years Internally developed software 5 - 7 years Non-compete agreements 3 years Subscriber/customer relationships 3 - 12 years The Company reviews intangible assets for impairment whenever events or changes in business circumstances indicate that the carrying amount of the assets might not be recoverable. Factors that the Company considers in deciding when to perform an impairment review include significant underperformance of the business in relation to expectations, significant negative industry or economic trends, and significant changes or planned changes in the use of the assets. If an impairment review is performed to evaluate a long-lived asset for recoverability, the Company compares forecasts of undiscounted cash flows expected to result from the use and eventual disposition of the long-lived asset to its carrying value. An impairment loss would be recognized when estimated undiscounted future cash flows expected to result from the use of an asset are less than its carrying amount. The impairment loss would be based on the excess of the carrying value of the impaired asset over its fair value, determined based on discounted cash flows. No impairments were recorded on intangible assets as no impairment indicators were noted for the periods presented in these consolidated financial statements. 3. Intangible Assets, Net Intangible assets, net consisted of the following at September 30, 2024 and December 31, 2023: September 30, 2024 (unaudited) December 31, 2023 Gross Net Gross Net Carrying Accumulated Carrying Carrying Accumulated Carrying Amount Amortization Amount Amount Amortization Amount Patents $ 50,000 $ ( 38,125 ) $ 11,875 $ 50,000 $ ( 36,250 ) $ 13,750 Trade names, trademarks product names, URLs 1,022,425 ( 706,096 ) 316,329 1,022,425 ( 644,390 ) 378,035 Internally developed software 4,180,005 ( 2,713.051 ) 1,466,954 4,180,005 ( 2,478,408 ) 1,701,597 Subscriber/customer relationships 3,553,102 ( 3,260,533 ) 292,569 3,553,102 ( 2,942,007 ) 611,095 Total intangible assets $ 8,805,532 $ ( 6,717,805 ) $ 2,087,727 $ 8,805,532 $ ( 6,101,055 ) $ 2,704,477 9 Amortization expense for the three and nine months ended September 30, 2024 was $ 205,584 and $ 616,750 , respectively, as compared to $ 205,583 and $ 616,750 for the three and nine months ended September 30, 2023, respectively. The aggregate amortization expense for each of the next five years is estimated to be $ 204,937 for the remainder of 2024, $ 568,529 in 2025, $ 382,133 in 2026, $ 382,133 in 2027, $ 382,133 in 2028 and $ 167,862 in 2029. 4. Accrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities consisted of the following for the periods presented: September 30, December 31, 2024 2023 (unaudited) Compensation, benefits and payroll taxes $ 68,850 $ 91,250 Other accrued expenses 144,527 134,870 Total accrued expenses and other current liabilities $ 213,377 $ 226,120 5. Income Taxes The Company’s provision for income taxes consists of federal, foreign, and state taxes, as applicable, in amounts necessary to align the Company’s year-to-date tax provision with the effective rate that it expects to achieve for the full year. Each quarter the Company updates its estimate of the annual effective tax rate and records cumulative adjustments as necessary. For the three and nine months ended September 30, 2024, the Company recorded an income tax benefit of $ 20,767 and $ 88,076 , respectively. The effective tax rate for the three and nine months ended September 30, 2024 was 2.00 % and 3.38 %, respectively. The effective tax rate differs from the statutory rate of 21 %, primarily related to changes in the Company’s valuation allowance, differences in foreign tax rates from the U.S. statutory rate of 21 %, and state and local taxes. The Company continues to conclude that its U.S. deferred tax assets are not realizable on a more-likely-than-not basis and maintains a full valuation allowance against such deferred tax assets. For the three and nine months ended September 30, 2023, the Company recorded an income tax benefit of $ 37,915 and income tax provision of $ 13,590 , respectively, primarily related to foreign, state and local taxes. The effective tax rate for the three and nine months ended September 30, 2023 was 17.27 % and ( 1.76 )%, respectively. The effective tax rate differs from the statutory rate of 21 % as the Company has concluded that its deferred tax assets are not realizable on a more-likely-than-not basis. 10 6. Stockholders’ Equity The Paltalk, Inc. Amended and Restated 2011 Long-Term Incentive Plan (the “2011 Plan”) was terminated as to future awards on May 16, 2016. A total of 16,976 shares of the Company’s common stock may be issued pursuant to outstanding options awarded under the 2011 Plan; however, no additional awards may be granted under such plan. The Paltalk, Inc. 2016 Long-Term Incentive Plan (the “2016 Plan”) was adopted by the Company’s stockholders on May 16, 2016 and permits the Company to award stock options (both incentive stock options and non-qualified stock options), stock appreciation rights, restricted stock, restricted stock units, performance awards, dividend equivalent rights, and other stock-based awards and cash-based incentive awards to its employees (including an employee who is also a director or officer under certain circumstances), non-employee directors and consultants. The maximum number of shares of common stock that may be issued pursuant to awards under the 2016 Plan is 1,300,000 shares, 100 % of which may be issued pursuant to incentive stock options. In addition, the maximum number of shares of common stock that may be issued under the 2016 Plan may be increased by an indeterminate number of shares of common stock underlying outstanding awards issued under the 2011 Plan that are forfeited, expired, cancelled or settled in cash. As of September 30, 2024, there were 607,685 shares available for future issuance under the 2016 Plan. Stock Options The following table summarizes the assumptions used in the Black-Scholes pricing model to estimate the fair value of the options granted during the nine months ended September 30, 2024: Expected volatility 151.5 % Expected life of option (in years) 5.2 – 6.2 Risk free interest rate 4.2 % Expected dividend yield 0.0 % The expected life of the options is the period of time over which employees and non-employees are expected to hold their options prior to exercise. The expected life of options has been determined using the “simplified” method as prescribed by Staff Accounting Bulletin 110, which uses the midpoint between the vesting date and the end of the contractual term. The volatility of the Company’s common stock is calculated using the Company’s historical volatilities beginning at the grant date and going back for a period of time equal to the expected life of the award. The Company estimates potential forfeitures of stock awards and adjusts recorded stock-based compensation expense accordingly. The Company estimates pre-vesting forfeitures primarily based on the Company’s historical experience and is adjusts to reflect actual forfeitures as the stock-based awards vest. The following table summarizes stock option activity during the nine months ended September 30, 2024: Weighted Average Number of Exercise Options Price Stock Options: Outstanding at January 1, 2024 740,814 $ 3.32 Granted during the period 28,000 2.78 Exercised during the period ( 14,830 ) 2.68 Expired, during the period ( 14,820 ) 10.13 Outstanding at September 30, 2024 739,164 $ 3.17 Exercisable at September 30, 2024 574,277 $ 3.48 11 At September 30, 2024, there was $ 257,519 of total unrecognized compensation expense related to stock options, which is expected to be recognized over a weighted average period of 2.4 years. On September 30, 2024, the aggregate intrinsic value of stock options that were outstanding and exercisable was $ 492,169 and $ 306,498 , respectively. On September 30, 2023, the aggregate intrinsic value of stock options that were outstanding and exercisable was $ 20,430 and $ 19,867 , respectively. The intrinsic value of stock options is calculated based on the exercise price of the underlying awards and the fair value of such awards as of the period-end date. During the nine months ended September 30, 2024, the Company granted stock options to members of the Board of Directors to purchase an aggregate of 24,000 shares of common stock at an exercise price of $ 2.78 per share. The stock options vest in four equal quarterly installments on the last day of each calendar quarter in 2024 and have a term of ten years. During the nine months ended September 30, 2024, the Company also granted options to employees to purchase an aggregate of 4,000 shares of common stock. These options vest in four equal annual installments over four years, have a term of ten years and have an exercise price of $ 2.78 . The aggregate fair value for the options granted during the nine months ended September 30, 2024 and 2023 was $ 72,240 and $ 90,380 , respectively. During the three months ended September 30, 2024, 14,830 stock options were exercised. These stock options had an average exercise price of $ 2.68 per share and a weighted average share price of $ 4.12 per share on the date of exercise. Net proceeds to the Company in connection with the exercise of these stock options were approximately $ 39,772 , and the aggregate intrinsic value of the stock options exercised was $ 21,341 . No stock options were exercised during the three months ended September 30, 2023. Stock-based compensation expense for the Company’s stock options included in the condensed consolidated statements of operations was as follows: Three Months Ended Nine Months Ended September 30, (unaudited) September 30, (unaudited) 2024 2023 2024 2023 Cost of revenue $ 3,346 $ 3,189 $ 9,832 $ 8,555 Sales and marketing expense - 524 - 2,005 Product development expense 8,091 7,714 23,786 22,203 General and administrative expense 21,132 45,953 90,512 136,928 Total stock compensation expense $ 32,569 $ 57,380 $ 124,130 $ 169,691 Treasury Shares The Board of Directors approved a stock repurchase plan for up to $ 1,750,000 of the Company’s outstanding common stock (the “Stock Repurchase Plan”), effective as of March 29, 2022, which expired on March 29, 2023, the one-year anniversary of such date. Under the Stock Repurchase Plan, shares were 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. The actual timing, number and value of shares repurchased was determined by a committee of the Board of Directors at its discretion and depended 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. As of September 30, 2024 and December 31, 2023, the Company had 641,963 shares of its common stock classified as treasury shares on the Company’s consolidated balance sheets. 12 7. Net Income (Loss) Per Share Basic net income (loss) per share is computed by dividing the net income (loss) available to common stockholders by the weighted average number of common shares outstanding during the period, as defined by ASC Topic 260, Earnings Per Share . Diluted net income (loss) per share is computed using the weighted average number of common shares and, if dilutive, potential common shares outstanding during the period. Potential common shares consist of the incremental common shares issuable upon the exercise of stock options (using the treasury stock method). To the extent stock options are antidilutive, they are excluded from the calculation of diluted income (loss) per share. For the nine months ended September 30, 2024 and 2023, 739,164 and 642,749 of shares issuable upon the exercise of outstanding stock options, respectively, were not included in the computation of diluted net income (loss) per share because their inclusion would be antidilutive. The following table summarizes the net loss per share calculation for the periods presented: Three Months Ended Nine Months Ended September 30, (unaudited) September 30, (unaudited) 2024 2023 2024 2023 Net loss – basic and diluted $ ( 1,509,250 ) $ ( 181,576 ) $ ( 2,935,708 ) $ ( 784,245 ) Weighted average shares outstanding – basic 9,227,307 9,222,157 9,223,886 9,222,223 Weighted average shares outstanding – diluted 9,227,307 9,222,157 9,223,886 9,222,223 Per share data: Basic $ ( 0.16 ) $ ( 0.02 ) $ ( 0.32 ) $ ( 0.09 ) Diluted $ ( 0.16 ) $ ( 0.02 ) $ ( 0.32 ) $ ( 0.09 ) 8 . Leases On April 9, 2021, the Company entered into a lease extension agreement with Jericho Executive Center LLC (“JEC”) for the office space at 30 Jericho Executive Plaza in Jericho, New York, which commenced on December 1, 2021 and runs through November 30, 2024. The Company’s monthly office rent payments under the lease are currently approximately $ 7,081 per month. On May 28, 2024, the Company entered into a lease extension agreement with JEC, which extends the lease period by two years to November 30, 2026 . Beginning on December 1, 2024, the monthly rent will be $ 6,850 per month. The new extension gives the Company an option to terminate the second year in July 2025. As of September 30, 2024, the Company had no long-term leases that were classified as financing leases and did not have additional operating or financing leases that had not yet commenced. As of September 30, 2024, the Company had operating lease liabilities of approximately $ 95,306 and operating lease right-of-use assets of approximately $ 95,306 , which are included in the accompanying condensed consolidated balance sheets. Total rent expense for the nine months ended September 30, 2024 was $ 62,883 , of which $ 4,500 was sublease income. Total rent expense for nine months ended September 30, 2023 was $ 61,529 , of which $ 4,500 was sublease income. Rent expense is recorded under general and administrative expense in the accompanying condensed consolidated statements of operations. The following table summarizes the Company’s operating leases for the periods presented: Nine Months Ended September 30, (unaudited) 2024 2023 Cash paid for amounts included in the measurement of operating lease liabilities: $ 62,833 $ 61,454 Weighted average assumptions: Remaining lease term 1.2 1.8 Discount rate 2.3 % 2.3 % 13 As of September 30, 2024, future minimum payments under non-cancelable operating leases were as follows: For the year ending December 31, Amount 2024 21,013 2025 75,349 Total $ 96,362 Less: present value adjustment ( 1,056 ) Present value of minimum lease payments $ 95,306 9. Commitments and Contingencies Patent Litigation On July 23, 2021, a wholly owned subsidiary of the Company, Paltalk Holdings, Inc., filed a patent infringement lawsuit (the “Lawsuit”) against WebEx Communications, Inc., Cisco WebEx LLC, and Cisco Systems, Inc. (collectively, “Cisco”), in the U.S. District Court for the Western District of Texas (the “Court”). The Company alleges that certain of Cisco’s products have infringed U.S. Patent No. 6,683,858, and that the Company is entitled to damages. On August 29, 2024, the jury awarded the Company $ 65.7 million (the “Award”) in a jury verdict in connection with the Lawsuit. On October 8, 2024, an order granting a motion for final judgment was entered into in the Court in connection with Lawsuit in favor of the Company in the amount of the Award and started the time for filing any post-trial motions or appeal. The exact amount of the Award proceeds to be received by the Company (including any interest related thereto) will be determined based on a number of factors and will reflect the deduction of significant litigation-related expenses, including legal fees. Consequently, the Company estimates that it would receive no more than one third of the gross proceeds in connection with the Award, subject to post-trial proceedings (including any potential appellate proceedings by Cisco). Legal Proceedings The Company may be included in legal proceedings, claims and assessments arising in the ordinary course of business. The Company evaluates the need for a reserve for specific legal matters based on the probability of an unfavorable outcome and the reasonability of an estimable loss. No reserve was deemed necessary as of September 30, 2024. 10. Subsequent Events Divestiture Agreement On November 7, 2024, the Company entered into an Asset Purchase Agreement (the “Divestiture Agreement”), by and among the Company, Paltalk Holdings, Inc. (“Paltalk Holdings”), Paltalk Software, Inc. (“Paltalk Software”), Camshare, Inc. (“Camshare”), A.V.M. Software, Inc. (“AVM”), Vumber, LLC (“Vumber” and, collectively with the Company, Paltalk Holdings, Paltalk Software, Camshare, and AVM, the “Sellers,” and each individually, a “Seller”), and Meteor Mobile Holdings, Inc., a Delaware corporation (the “Buyer”), pursuant to which the Company agreed to sell to the Buyer the Company’s telecommunications services provider, “Vumber”, as well as its “Paltalk” and “Camfrog” applications and certain assets and liabilities related to such services provider and applications (the “Divestiture”). Following the Divestiture, the Company will no longer be engaged in the business of providing video-based, live streaming, virtual camera and telecommunications software to consumers, as and to the extent such businesses are currently conducted by the Company pursuant to the “Vumber,” “Paltalk” and “Camfrog” applications (the “Business”). Pursuant to the Divestiture Agreement, the Buyer agreed to (i) acquire certain assets of the Sellers relating to the “Vumber,” “Paltalk” and “Camfrog” applications, including, among other things, the Sellers’ intellectual property and technology, the rights of the Sellers under certain contracts, all rights to any actions of any nature available to or being pursued by Seller to the extent related to the Business, the Transferred Assets (as defined below) or the assumed liabilities, whether arising by way of counterclaim or otherwise, other than any such action to the extent related to certain excluded assets or excluded liabilities, all of the Sellers’ rights under warranties, indemnities and all similar rights against third parties to the extent related to any Transferred Assets, all rights to insurance proceeds to the extent received or receivable in respect of the Business, the Transferred Assets or the assumed liabilities, all documents that are related to the Business, and all goodwill and the going concern value of the Business, other than certain excluded assets (collectively, the “Transferred Assets”) and (ii) assume all of the liabilities of the Sellers arising out of or relating to the Business or the Transferred Assets other than certain excluded liabilities, in each case upon the terms and subject to the conditions set forth in the Divestiture Agreement, for aggregate consideration of $ 1.35 million (the “Divestiture Closing Consideration”), to be paid by the Buyer to the Company in cash on the closing date of the Divestiture (the “Divestiture Closing”). Pursuant to the Divestiture Agreement, the Sellers will retain all patents and patent applications and any rights or causes of action related to such patents and patent applications (including the Company’s previously disclosed patent litigation against Cisco Systems, Inc.). 14 In addition to the Divestiture Closing Consideration, the Sellers are entitled to receive, with respect to each Earn-Out Period described below, certain payments in cash based on the cash revenue, net of any refunds, received by the Buyer that is attributable to the Business (“Revenue”), as follows: ● from the six-month period beginning on July 1, 2025 and ending on December 31, 2025 (“Earn-Out Period 1”), an amount equal to (i) for any Revenue greater than or equal to $ 3,500,000 and less than $ 4,250,000 , the amount of such Revenue multiplied by 0.30 plus (ii) for any Revenue greater than or equal to $ 4,250,000 , the amount of such Revenue in excess of $ 4,250,000 multiplied by 0.40 ; and ● from each of the twelve-month period beginning on January 1, 2026 and ending on December 31, 2026 (“Earn-Out Period 2”), the twelve-month period beginning on January 1, 2027 and ending on December 31, 2027 (“Earn-Out Period 3”), and the twelve-month period beginning on January 1, 2028 and ending on December 31, 2028 (“Earn-Out Period 4” and collectively with Earn-Out Period 1, Earn-Out Period 2 and Earn-Out Period 3, the “Earn-Out Periods”), an amount equal to (i) for any Revenue greater than or equal to $ 7,000,000 and less than $ 8,500,000 , the amount of such Revenue multiplied by 0.30 plus (ii) for any Revenue greater than or equal to $ 8,500,000 , the amount of such Revenue in excess of $ 8,500,000 multiplied by 0.40 (the aggregate amount, if any, earned during the Earn-Out Periods, the “Divestiture Earn-Out Amount”). In the event of a Change of Control (as defined in the Divestiture Agreement) of the Buyer during any of the Earn-Out Periods, the Company is entitled to receive an acceleration payment in cash, net of any Divestiture Earn-Out Amounts previously paid to the Company (the “Acceleration Payment”). If any of the Transferred Assets are sold independently from the other assets of the Buyer, the Company will be entitled to (i) 50 % of the aggregate consideration paid to the Buyer for the Transferred Assets minus (ii) the aggregate amount of any Divestiture Earn-Out Amounts received by the Sellers by the date of the Change of Control, minus (iii) the aggregate amount of any Acceleration Payments previously paid through such date. If any of the Transferred Assets are sold contemporaneously with other assets of the Buyer, the Company is entitled to (x) the aggregate consideration paid to Buyer for the Transferred Assets multiplied by the ratio of the trailing 12-month EBITDA of the Transferred Assets sold and the EBITDA of all assets sold minus (y) the aggregate amount of any Divestiture Earn-Out Amounts received by the Sellers by the date of the Change of Control, minus (z) the aggregate amount of any Acceleration Payments previously paid through such date. The minimum Acceleration Payment for the sale of “Paltalk,” “Camfrog” and “Vumber” is $ 1,650,000 , $ 450,000 and $ 300,000 , respectively, and the aggregate Acceleration Payment payable to the Company is capped at $ 5,000,000 . As a condition to the Divestiture Closing, the Divestiture Agreement provides that all conditions to closing the transactions contemplated by the Merger Agreement must have been satisfied or waived, and the parties to the Merger Agreement stand ready, willing and able to close the transactions contemplated by the Merger Agreement, subject only to the closing of the transactions contemplated by Divestiture Agreement. In addition, as a condition to the Divestiture Closing, the Sellers and the Buyers must negotiate and enter into a patent license agreement that will provide the Buyer with certain rights related to the patent used in connection with the “Vumber” application. The Divestiture Closing is also subject to the satisfaction of various customary closing conditions, including, among others, (i) the absence of any governmental order enjoining or otherwise prohibiting the performance of the Divestiture Agreement or any of the transactions contemplated thereby and (ii) the absence of a Material Adverse Effect (as defined in the Divestiture Agreement) on the Sellers or the Buyer. The Divestiture Agreement contains certain termination rights for both the Sellers and the Buyer, including, among other things, if the Divestiture Closing has not occurred prior to March 11, 2025. In the event that the Company terminates the Divestiture Agreement due to the parties to the Merger Agreement not having satisfied or waived all conditions to the closing of the Merger, the Company is required to pay the Buyer up to $ 50,000 in actual out of pocket fees incurred in connection with the Divestiture Agreement. The Divestiture Agreement also contains customary representations, warranties and covenants from Sellers and the Buyer. Management has evaluated subsequent events or transactions occurring through the date the condensed consolidated financial statements were issued and determined that, except as set forth above, no events or transactions are required to be disclosed herein. 15 ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS This Management’s Discussion and Analysis of Financial Condition and Results of Operations is intended to provide a reader of our financial statements with a narrative from the perspective of our management on our financial condition, results of operations, liquidity and certain other factors that may affect our future results. The following discussion and analysis should be read in conjunction with: (i) the accompanying unaudited condensed consolidated financial statements and notes thereto for the three and nine months ended September 30, 2024 and 2023, (ii) the consolidated financial statements and notes thereto for the year ended December 31, 2023 included in our Annual Report on Form 10-K (the “Form 10-K”) filed with the Securities and Exchange Commission (the “SEC”) on March 15, 2024 and (iii) the discussion under the caption “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of the Form 10-K. Aside from certain information as of December 31, 2023, all amounts herein are unaudited. Forward-Looking Statements In addition to historical financial information, the following discussion and analysis contains forward-looking statements that involve risks, uncertainties and assumptions. See “Forward-Looking Statements.” Our results and the timing of selected events may differ materially from those anticipated in these forward-looking statements as a result of many factors, including those discussed under “Item 1A. Risk Factors” in Part II of this report and “Item 1A. Risk Factors” in the Form 10-K. Overview We are a communications software innovator that powers multimedia social applications. We operate a network of consumer applications that we believe create a unique social media enterprise where users can meet, see, chat, broadcast, play online card games and board games and message in real time in a secure environment with others in our network. Our consumer applications generate revenue principally from subscription fees and advertising arrangements. Our product portfolio includes Paltalk, Camfrog and Tinychat, which together host a large collection of video-based communities. Our other products include ManyCam and Vumber. ManyCam is a live streaming software and virtual camera that allows users to deliver professional live videos on streaming platforms, video conferencing apps and distance learning tools. Vumber is a telecommunications services provider that enables users to communicate privately by having multiple phone numbers with any area code through which calls can be forwarded to a user’s existing telephone number. We have an over 20-year history of technology innovation and hold 8 patents. We believe that the scale of our user base presents a competitive advantage in the video social networking industry and provides growth opportunities to advance our existing products with up-sell opportunities and build future brands with cross-sell offers. We also believe that our proprietary consumer app technology platform can scalably support large communities of users in activities such as video, voice and text chat, online card games and board games and provide robust user monetization tools. Our continued growth depends on attracting new consumer application users through the introduction of new applications, features and partnerships and further penetration of our existing markets. Our principal growth strategy is to invest in the development of proprietary software, expand our sales and marketing efforts with respect to such software, and increase our consumer application user base through potential platform partnerships and new and existing advertising campaigns that we run through internet and mobile advertising networks, all while balancing the capital needs of the business. Our strategy also includes the acquisition of, or investment in, technologies, solutions or businesses that complement our business and cross-selling them to additional synergistic businesses. Our strategy is to approach these opportunities in a measured way, being mindful of our resources and evaluating factors such as potential revenue, time to market and amount of capital needed to invest in the opportunity. 16 Recent Developments NTS Acquisition Agreement On August 11, 2024, we entered into an Agreement and Plan of Merger (the “Merger Agreement”), by and among us, PALT Merger Sub 1, Inc., our direct and wholly owned subsidiary (“First Merger Sub”), PALT Merger Sub 2, LLC, our direct and wholly owned (“Second Merger Sub”), Newtek Technology Solutions, Inc. (“NTS”), and NewtekOne, Inc., the sole stockholder of NTS (“Newtek”), to acquire NTS through a two-step merger process. Pursuant to the Merger Agreement, following the receipt of approval by our stockholders: (i) NTS will merge with and into First Merger Sub, with NTS continuing as the surviving entity (the “Interim Surviving Entity” and such merger, the “First Step Merger”), and (ii) immediately following the consummation of the First Step Merger, the Interim Surviving Entity will merge with and into Second Merger Sub, with Second Merger Sub continuing as the surviving entity (the “Second Step Merger” and, together with the First Step Merger, the “Mergers”). Pursuant to the Merger Agreement, as consideration for the Mergers, we agreed to (i) pay Newtek an amount in cash equal to $4,000,000, which is subject to customary purchase price adjustments as set forth in the Merger Agreement, including a working capital adjustment (the “Merger Closing Cash Consideration”) and (ii) issue Newtek 4,000,000 shares (the “Merger Closing Stock Consideration” and together with the Merger Closing Cash Consideration, the “Merger Closing Consideration”) of a newly created series of preferred stock, the Series A Non-Voting Common Equivalent Stock of the Company, par value $0.001 per share (the “Preferred Stock”). In addition to the Merger Closing Consideration, the Merger Agreement provides that Newtek is entitled to receive an amount up to $5,000,000 (the “Merger Earn-Out Amount”) based on our achievement certain cumulative average Adjusted EBITDA thresholds for the 2025 and 2026 fiscal years. The Merger Earn-Out Amount may be paid, in our sole discretion, in cash (the “Merger Earn-Out Cash Consideration”), in shares of Preferred Stock (the “Merger Earn-Out Stock Consideration”) or in a combination thereof. The issuance of the Merger Closing Stock Consideration, the Merger Earn-Out Stock Consideration (if any) and the shares of common stock issuable upon conversion of the Preferred Stock is referred to herein as the “Parent Stock Issuance”. Pursuant to the Merger Agreement, if the issuance of the Merger Closing Stock Consideration or the Merger Earn-Out Stock Consideration would cause Newtek’s “total equity” (as calculated under the Bank Holding Company Act of 1956, as amended, and as implemented and interpreted by the Board of Governors of the Federal Reserve System (the “Federal Reserve”)) in the Company to exceed 33.33% (the “Total Equity Cap”), then the number of shares of Preferred Stock issuable as Merger Closing Stock Consideration and/or Merger Earn-Out Stock Consideration, as applicable, will be adjusted so that we will issue Newtek the maximum number of shares of Preferred Stock that would not cause Newtek’s total equity to exceed the Total Equity Cap, with a corresponding increase to the Merger Closing Cash Consideration and the Merger Earn-Out Cash Consideration, as applicable. Following the consummation of the Mergers and the issuance of the Merger Closing Stock Consideration, Newtek would beneficially own 30.2% of the Company’s common or common-equivalent equity (on an as-converted and fully-diluted basis), calculated based on the number of shares of the Company’s common stock outstanding as of November 8, 2024. As a condition to the closing of the Mergers and the transactions contemplated by the Merger Agreement, the Merger Agreement provides that we must effectuate the sale of our Paltalk, Camfrog, and Tinychat applications and all assets and liabilities related to such applications. Subsequent to the parties’ entry into the Merger Agreement, Newtek agreed to waive the condition requiring the sale of the Company’s “Tinychat” application so long as all operations of Tinychat have ceased upon the closing of the Mergers. As a result of the waiver, we plan to cease operations of the Tinychat application prior to the closing of the Mergers. In addition, the closing of the Mergers is subject to the satisfaction of various customary closing conditions, including, among others, approval of the Parent Stock Issuance and the Divestiture by our stockholders. The Merger Agreement contains certain termination rights for both us and Newtek, on behalf of itself and NTS, including, among other things, if the closing has not occurred prior to February 9, 2025. In the event the Merger Agreement is terminated, neither party thereto will owe a termination fee or otherwise incur a liability to any other party under or relating to the Merger Agreement. Pursuant to the Merger Agreement, promptly following closing, the Company will cause one representative nominated by Newtek to be appointed to the Board. 17 Divestiture Agreement On November 7, 2024, we entered into an Asset Purchase Agreement (the “Divestiture Agreement”) with our wholly owned subsidiaries Paltalk Holdings, Inc. (“Paltalk Holdings”), Paltalk Software, Inc. (“Paltalk Software”), Camshare, Inc. (“Camshare”), A.V.M. Software, Inc. (“AVM”), and Vumber, LLC (“Vumber” and, collectively with the Company, Paltalk Holdings, Paltalk Software, Camshare, and AVM, the “Sellers,” and each individually, a “Seller”), and Meteor Mobile Holdings, Inc., a Delaware corporation (the “Buyer”), pursuant to which we agreed to sell to the Buyer our telecommunications services provider, “Vumber”, as well as our “Paltalk” and “Camfrog” applications and certain assets and liabilities related to such services provider and applications (the “Divestiture”). Following the Divestiture, we will no longer be engaged in the business of providing video-based, live streaming, virtual camera and telecommunications software to consumers, as and to the extent we currently conduct such businesses pursuant to the “Vumber,” “Paltalk” and “Camfrog” applications (the “Business”). Pursuant to the Divestiture Agreement, the Buyer agreed to (i) acquire certain assets of the Sellers relating to the “Vumber,” “Paltalk” and “Camfrog” applications, including, among other things, the Sellers’ intellectual property and technology, the rights of the Sellers under certain contracts, all rights to any actions of any nature available to or being pursued by Seller to the extent related to the Business, the Transferred Assets (as defined below) or the assumed liabilities, whether arising by way of counterclaim or otherwise, other than any such action to the extent related to certain excluded assets or excluded liabilities, all of the Sellers’ rights under warranties, indemnities and all similar rights against third parties to the extent related to any Transferred Assets, all rights to insurance proceeds to the extent received or receivable in respect of the Business, the Transferred Assets or the assumed liabilities, all documents that are related to the Business, and all goodwill and the going concern value of the Business, other than certain excluded assets (collectively, the “Transferred Assets”) and (ii) assume all of the liabilities of the Sellers arising out of or relating to the Business or the Transferred Assets other than certain excluded liabilities, in each case upon the terms and subject to the conditions set forth in the Divestiture Agreement, for aggregate consideration of $1.35 million (the “Divestiture Closing Consideration”), to be paid by the Buyer to us in cash on the closing date of the Divestiture (the “Divestiture Closing”). Pursuant to the Divestiture Agreement, the Sellers will retain all patents and patent applications and any rights or causes of action related to such patent and patent applications (including the Company’s previously disclosed patent litigation against Cisco Systems, Inc.). In addition to the Divestiture Closing Consideration, the Sellers are entitled to receive, with respect to each Earn-Out Period described below, certain payments in cash based on the cash revenue, net of any refunds, received by the Buyer that is attributable to the Business (“Revenue”), as follows: ● from the six-month period beginning on July 1, 2025 and ending on December 31, 2025 (“Earn-Out Period 1”), an amount equal to (i) for any Revenue greater than or equal to $3,500,000 and less than $4,250,000, the amount of such Revenue multiplied by 0.30 plus (ii) for any Revenue greater than or equal to $4,250,000, the amount of such Revenue in excess of $4,250,000 multiplied by 0.40; and ● from each of the twelve-month period beginning on January 1, 2026 and ending on December 31, 2026 (“Earn-Out Period 2”), the twelve-month period beginning on January 1, 2027 and ending on December 31, 2027 (“Earn-Out Period 3”), and the twelve-month period beginning on January 1, 2028 and ending on December 31, 2028 (“Earn-Out Period 4” and collectively with Earn-Out Period 1, Earn-Out Period 2 and Earn-Out Period 3, the “Earn-Out Periods”), an amount equal to (i) for any Revenue greater than or equal to $7,000,000 and less than $8,500,000, the amount of such Revenue multiplied by 0.30 plus (ii) for any Revenue greater than or equal to $8,500,000, the amount of such Revenue in excess of $8,500,000 multiplied by 0.40 (the aggregate amount, if any, earned during the Earn-Out Periods, the “Divestiture Earn-Out Amount”). In the event of a Change of Control (as defined in the Divestiture Agreement) of the Buyer during any of the Earn-Out Periods, we are entitled to receive an acceleration payment in cash, net of any Divestiture Earn-Out Amounts previously paid to us (the “Acceleration Payment”). If any of the Transferred Assets are sold independently from the other assets of the Buyer, we will be entitled to (i) 50% of the aggregate consideration paid to the Buyer for the Transferred Assets minus (ii) the aggregate amount of any Divestiture Earn-Out Amounts received by the Sellers by the date of the Change of Control, minus (iii) the aggregate amount of any Acceleration Payments previously paid through such date. If any of the Transferred Assets are sold contemporaneously with other assets of the Buyer, we are entitled to (x) the aggregate consideration paid to Buyer for the Transferred Assets multiplied by the ratio of the trailing 12-month EBITDA of the Transferred Assets sold and the EBITDA of all assets sold minus (y) the aggregate amount of any Divestiture Earn-Out Amounts received by the Sellers by the date of the Change of Control, minus (z) the aggregate amount of any Acceleration Payments previously paid through such date. The minimum Acceleration Payment for the sale of “Paltalk,” “Camfrog” and “Vumber” is $1,650,000, $450,000 and $300,000, respectively, and the aggregate Acceleration Payment payable to us is capped at $5,000,000. As a condition to the Divestiture Closing, the Divestiture Agreement provides that all conditions to closing the transactions contemplated by the Merger Agreement must have been satisfied or waived, and the parties to the Merger Agreement stand ready, willing and able to close the transactions contemplated by the Merger Agreement, subject only to the closing of the transactions contemplated by Divestiture Agreement. In addition, as a condition to the Divestiture Closing, the Sellers and the Buyers must negotiate and enter into a patent license agreement that will provide the Buyer with certain rights related to the patent used in connection with the “Vumber” application. The Divestiture Closing is also subject to the satisfaction of various customary closing conditions, including, among others, (i) the absence of any governmental order enjoining or otherwise prohibiting the performance of the Divestiture Agreement or any of the transactions contemplated thereby and (ii) the absence of a Material Adverse Effect (as defined in the Divestiture Agreement) on the Sellers or the Buyer. 18 The Divestiture Agreement contains certain termination rights for both the Sellers and the Buyer, including, among other things, if the Divestiture Closing has not occurred prior to March 11, 2025. In the event that we terminate the Divestiture Agreement due to the parties to the Merger Agreement not having satisfied or waived all conditions to the closing of the Merger, we are required to pay the Buyer up to $50,000 in actual out of pocket fees incurred in connection with the Divestiture Agreement. The Divestiture Agreement also contains customary representations, warranties and covenants from Sellers and the Buyer. Patent Litigation On July 23, 2021, Paltalk Holdings filed a patent infringement lawsuit (the “Lawsuit”) against WebEx Communications, Inc., Cisco WebEx LLC, and Cisco Systems, Inc. (collectively, “Cisco”), in the U.S. District Court for the Western District of Texas (the “Court”). We allege that certain of Cisco’s products have infringed U.S. Patent No. 6,683,858, and that we are entitled to damages. On August 29, 2024, the jury awarded us $65.7 million (the “Award”) in a jury verdict in connection with the Lawsuit. On October 8, 2024, an order granting a motion for final judgment (the “Final Judgment”) was entered into in the Court in connection with the Lawsuit. The Final Judgment was entered in our favor in the amount of the Award and started the time for filing any post-trial motions or appeal. The exact amount of the Award proceeds to be received by us will be determined based on a number of factors and will reflect the deduction of significant litigation-related expenses, including legal fees. Consequently, we estimate that we would receive no more than one third of the gross proceeds in connection with the Award, subject to post-trial proceedings (including any potential appellate proceedings by Cisco). We have not recorded any gain contingency in connection with the Award. Impact of Macro-Economic Factors Our results of operations have been and may continue to be negatively impacted by macro-economic factors, including the timing of economic recessions and/or recovery and the overall inflationary environment. Prolonged periods of inflation have affected, and may continue to affect, our ability to target new customers as well as keep existing customers engaged and may ultimately have a correlating effect on our users’ discretionary spending. Future adverse developments with respect to the economic environment and geopolitical tensions may create additional market and economic uncertainty, which could affect our industry. Operational Highlights and Business Objectives The following is a summary of operational highlights during the three and nine months ended September 30, 2024: ● total revenue decreased by 23.4% to $2,121,234 for the three months ended September 30, 2024 and 16.2% to $6,943,589 for the nine months ended September 30, 2024, compared to total revenue of $2,767,939 for the three months ended September 30, 2023 and $8,287,958 for the nine months ended September 30, 2023, primarily as a result of a decrease in virtual gift revenue; ● net loss increased by 731.2% to $1,509,250 for the three months ended September 30, 2024 and by 274.3% to $2,935,708 for the nine months ended September 30, 2024, compared to net loss of approximately $181,576 for the three months ended September 30, 2023 and net loss of approximately $784,245 for the nine months ended September 30, 2023, primarily as a result of decreased revenues; and ● cash flows used in operations decreased by 58.2% to $1,551,736 for the nine months ended September 30, 2024, compared to $980,720 for the nine months ended September 30, 2023. As a result of the entry into the Merger Agreement and the Divestiture Agreement, our near-term business objectives include: ● consummation of the Mergers and the Divestiture; ● integration of the business of NTS following the closing of the Mergers; ● continuing our efforts to improve user experience with our ManyCam software and optimize features for both consumer and enterprise applications; and ● continuing to defend our intellectual property. 19 Sources of Revenue Our main sources of revenue are subscription revenue, which includes virtual gift revenue, and advertising revenue generated from users of our core video chat products, Paltalk and Camfrog. We also generate revenue from subscriptions for our ManyCam software product. Subscription Revenue Our video chat platforms generate revenue primarily through subscription fees. Our tiers of subscriptions provide users with unlimited video windows and levels of status within the community. Multiple subscription tiers are offered in different durations depending on the product from one-, three-, six-, twelve-, and twenty-four-month terms, which continue to vary as we continue to test and optimize length and pricing. Longer-term plans (those with durations longer than one month) are generally available at discounted monthly rates. Levels of membership benefits are offered in tiers, with the least membership benefits in the lowest paid tier and the most membership benefits in the highest paid tier. Our membership tiers are “Plus,” “Extreme,” “VIP” and “Prime” for Paltalk and “Pro,” “Extreme” and “Gold” for Camfrog. We also hold occasional promotions that offer discounted subscriptions and virtual gifts. Subscriptions for ManyCam are generally offered in annual and two-year terms, with exceptions made for enterprise sales. We recognize revenue from monthly premium subscription services beginning in the month in which the subscriptions are originated. Revenues from multi-month (or annual) subscriptions are recognized on a gross and straight-line basis over the length of the subscription period. The unearned portion of subscription revenue is presented as deferred revenue in the accompanying condensed consolidated balance sheets. We also offer virtual gifts to our users through our Paltalk, Camfrog and TinyChat applications. Users may purchase credits that can be redeemed for a host of virtual gifts such as a rose, a beer, or a car, among other items. Virtual gift revenue is recognized upon the users’ utilization of the virtual gift and included in subscription revenue. The unearned portion of virtual gifts revenue is presented as deferred revenue in the accompanying condensed consolidated balance sheets. Advertising Revenue We generate a portion of our revenue through advertisements on our video platforms. Advertising revenue is dependent upon the volume of advertising impressions viewed by active users as well as the advertising inventory we place on our products. We recognize advertising revenue as earned on a click-through, impression, registration or subscription basis. Measurements of impressions include when a user clicks on an advertisement (CPC basis), views an advertisement impression (CPM basis), or registers for an external website via an advertisement by clicking on or through our application (CPA basis). Costs and Expenses Cost of revenue Cost of revenue consists primarily of compensation (including stock-based compensation) and other employee-related costs for personnel engaged in data center and customer care functions, credit card processing fees, hosting fees, and data center rent and bandwidth costs. Cost of revenue also includes compensation and other employee-related costs for technical personnel, consultants and subcontracting costs relating to technology service revenue. 20 Sales and marketing expense Sales and marketing expense consist primarily of advertising expenditures and compensation (including stock-based compensation) and other employee-related costs for personnel and consultants engaged in sales and sales support functions. Advertising and promotional spend includes online marketing, including fees paid to search engines, and offline marketing, which primarily consists of partner-related payments to those who direct traffic to our brands. Product development expense Product development expense, which relates to the development of technology of our applications, consists primarily of compensation (including stock-based compensation) and other employee-related and consultant-related costs that are not capitalized for personnel engaged in the design, testing and enhancement of service offerings as well as amortization of capitalized website development costs. General and administrative expense General and administrative expense consists primarily of compensation (including non-cash stock-based compensation) and other employee-related costs for personnel engaged in executive management, finance, legal, tax and human resources and facilities costs and fees for other professional services and cost of insurance. General and administrative expense also includes amortization of intangible assets. Key Metrics Our management relies on certain non-GAAP and/or unaudited performance indicators to manage and evaluate our business. The key performance indicators set forth below help us evaluate growth trends, establish budgets, measure the effectiveness of our advertising and marketing efforts and assess operational efficiencies. We also discuss net cash provided by operating activities under the “Liquidity and Capital Resources” section below. Adjusted EBITDA is discussed below. Three Months Ended Nine Months Ended September 30, (unaudited) September 30, (unaudited) 2024 2023 2024 2023 Net cash (used in) provided by operating activities $ (779,691 ) $ 16,058 $ (1,551,736 ) $ (980,720 ) Net loss $ (1,509,250 ) $ (181,576 ) $ (2,935,708 ) $ (784,245 ) Adjusted EBITDA $ (1,449,381 ) $ (126,453 ) $ (2,882,905 ) $ (789,692 ) Net loss as a percentage of total revenues (71.1 )% (6.5 )% (42.3 )% (9.5 )% Adjusted EBITDA as percentage of total revenues (68.3 )% (4.6 )% (41.5 )% (9.5 )% Adjusted EBITDA Adjusted EBITDA is a non-GAAP financial measure. Adjusted EBITDA is defined as net loss adjusted to exclude interest (income) expense, net, other (income) expense, net, income tax (benefit) expense, depreciation and amortization expense, and stock-based compensation expense. We present Adjusted EBITDA because it is a key measure used by our management and Board of Directors to understand and evaluate our core operating performance and trends, to develop short- and long-term operational plans and to allocate resources to expand our business. In particular, the exclusion of certain expenses in calculating Adjusted EBITDA can provide a useful measure for period-to-period comparisons of the cash operating income generated by our business. We believe that Adjusted EBITDA is useful to investors and others to understand and evaluate our operating results, and it allows for a more meaningful comparison between our performance and that of competitors. 21 Limitations of Adjusted EBITDA Our use of Adjusted EBITDA has limitations as an analytical tool, and you should not consider this performance measure in isolation from or as a substitute for analysis of our results as reported under GAAP. Some of these limitations are that Adjusted EBITDA does not reflect, among other things: cash capital expenditures for assets underlying depreciation and amortization expense that may need to be replaced or for new capital expenditures; interest income, net; other expense, net; income tax expense (benefit) from continuing operations; our working capital requirements; the potentially dilutive impact of stock-based compensation; and the provision for income taxes. Other companies, including companies in our industry, may calculate Adjusted EBITDA differently, which reduces its usefulness as a comparative measure. Because of these limitations, you should consider Adjusted EBITDA alongside other financial performance measures, including various cash flow metrics, net income (loss) and our other GAAP results. The following table presents a reconciliation of net income, the most directly comparable financial measure calculated and presented in accordance with GAAP, to Adjusted EBITDA for each of the periods indicated: Three Months Ended Nine Months Ended September 30, (unaudited) September 30, (unaudited) 2024 2023 2024 2023 Reconciliation of net income (loss) to Adjusted EBITDA: Net loss $ (1,509,250 ) $ (181,576 ) $ (2,935,708 ) $ (784,245 ) Interest income, net (157,517 ) (169,925 ) (453,732 ) (462,433 ) Other income - - (146,269 ) (343,045 ) Income tax (benefit) expense (20,767 ) (37,915 ) (88,076 ) 13,590 Depreciation and amortization expense 205,584 205,583 616,750 616,750 Stock-based compensation expense 32,569 57,380 124,130 169,691 Adjusted EBITDA $ (1,449,381 ) $ (126,453 ) $ (2,882,905 ) $ (789,692 ) Results of Operations The following table sets forth condensed consolidated statements of operations data for each of the periods indicated as a percentage of total revenues: Three Months Ended Nine Months Ended September 30, (unaudited) September 30, (unaudited) 2024 2023 2024 2023 Total revenue 100.0 % 100.0 % 100.0 % 100.0 % Costs and expenses: Cost of revenue 35.8 % 29.9 % 34.4 % 29.0 % Sales and marketing expense 9.6 % 7.6 % 8.4 % 8.3 % Product development expense 57.0 % 43.1 % 52.3 % 43.5 % General and administrative expense 77.2 % 33.5 % 57.1 % 38.2 % Total costs and expenses 179.6 % 114.1 % 152.2 % 119.0 % Loss from operations (79.6 )% (14.1 )% (52.2 )% (19.0 )% Interest income, net 7.5 % 6.1 % 6.5 % 5.6 % Other income, net 0.0 % 0.0 % 2.2 % 4.1 % Income (loss) from operations before provision for income taxes (72.1 )% (8.0 )% (43.5 )% (9.3 )% Income tax benefit (provision) expense 1.0 % 1.4 % 1.3 % (0.2 )% Net income (loss) (71.1 )% (6.6 )% (42.2 )% (9.5 )% 22 Three Months Ended September 30, 2024 Compared to Three Months Ended September 30, 2023 Revenue Total revenue decreased by 23.4% to $2,121,234 for the three months ended September 30, 2024 from $2,767,939 for the three months ended September 30, 2023. This decrease was primarily driven by a decrease in virtual gift revenue. The following table sets forth our subscription revenue, advertising revenue and total revenue for the three months ended September 30, 2024 and the three months ended September 30, 2023, the decrease between those periods, the percentage decrease between those periods, and the percentage of total revenue that each represented for those periods: % Revenue Three Months Ended September 30, $ % Three Months Ended September 30, (unaudited) Increase Increase (unaudited) 2024 2023 (Decrease) (Decrease) 2024 2023 Subscription revenue $ 2,033,324 $ 2,673,333 $ (640,009 ) (23.9 )% 95.9 % 96.6 % Advertising revenue 87,910 94,606 (6,696 ) (7.1 )% 4.1 % 3.4 % Total revenues $ 2,121,234 $ 2,767,939 $ (646,705 ) (23.4 )% 100.0 % 100.0 % Subscription Revenue Our subscription revenue for the three months ended September 30, 2024 decreased by $640,009, or 23.9%, as compared to the three months ended September 30, 2023. The decrease in subscription revenue was primarily driven by a decrease in virtual gift revenue by $463,000. We expect that virtual gift revenue may continue to decline as customers limit their discretionary spending in light of the current economic environment. Advertising Revenue Our advertising revenue for the three months ended September 30, 2024 decreased by $6,696, or 7.1%, as compared to the three months ended September 30, 2023. The decrease in advertising revenue was primarily due to a decrease in the volume of advertising impressions related to changes in the optimization of third-party advertising partners for the Paltalk application. Costs and Expenses Total costs and expenses for the three months ended September 30, 2024 increased by $651,413, or 20.6%, as compared to the three months ended September 30, 2023. The following table presents our costs and expenses for the three months ended September 30, 2024 and 2023, the increase or decrease between those periods, the percentage increase or decrease between those periods and the percentage of total revenue that each represented for those periods: % Revenue Three Months Ended September 30, $ % Three Months Ended September 30, (unaudited) Increase Increase (unaudited) 2024 2023 (Decrease) (Decrease) 2024 2023 Cost of revenue $ 760,166 $ 826,662 $ (66,496 ) (8.0 )% 35.8 % 29.9 % Sales and marketing expense 202,876 210,573 (7,697 ) (3.7 )% 9.6 % 7.6 % Product development expense 1,209,326 1,193,430 15,896 1.3 % 57.0 % 43.1 % General and administrative expense 1,636,400 926,690 709,710 76.6 % 77.2 % 33.5 % Total costs and expenses $ 3,808,768 $ 3,157,355 $ 651,413 20.6 % 179.6 % 114.1 % 23 Cost of revenue Our cost of revenue for the three months ended September 30, 2024 decreased by $66,496, or 8.0%, as compared to the three months ended September 30, 2023. This decrease in cost of revenue is primarily due to an increase in hosting expense of $41,776, and decreased credit card provider fees of $23,222. Sales and marketing expense Our sales and marketing expense for the three months ended September 30, 2024 decreased by $7,697, or 3.7%, as compared to the three months ended September 30, 2023. The decrease in sales and marketing expense for the three months ended September 30, 2024 was primarily due to a decrease in headcount expenses of approximately $53,357, offset by an increase in marketing and advertising of $46,108. Product development expense Our product development expense for the three months ended September 30, 2024 increased by $15,896, or 1.3%, as compared to the three months ended September 30, 2023. The increase in product development expense was primarily due to an increase in salary-related expenses of $18,035 and dues and subscriptions expenses of $10,474, offset by a decrease in software expenses of $14,954. General and administrative expense Our general and administrative expense for the three months ended September 30, 2024 increased by $709,710 or 76.6%, as compared to the three months ended September 30, 2023. The increase in general and administrative expense for the three months ended September 30, 2024 was primarily due to an increase of approximately $160,741 in professional fees and legal fees of $605,251 in connection with the Mergers and the transactions related thereto, which are expected to close in fourth quarter of 2024 or the first quarter of 2025. We expect that our general and administrative expense will continue to increase in future periods in connection with the Mergers and the transactions related thereto. These increases were offset slightly by decreases in insurance expense of $33,316 and accounting fees of $17,671. Non-Operating Income The following table presents the components of non-operating income for the three months ended September 30, 2024 and the three months ended September 30 2023, the increase or decrease between those periods, the percentage increase or decrease between those periods and the percentage of total revenue that each represented for those periods: % Revenue Three Months Ended September 30, $ % Three Months Ended September 30, (unaudited) Increase Increase (unaudited) 2024 2023 (Decrease) (Decrease) 2024 2023 Interest income, net $ 157,517 $ 169,925 $ (12,408 ) (7.3 )% 7.4 % 6.1 % Total non-operating income $ 157,517 $ 169,925 $ (12,408 ) (7.3 )% 7.4 % 6.1 % Non-operating income for the three months ended September 30, 2024 was $157,517, a decrease of $12,408, or 7.3%, as compared to non-operating income of $169,925 for the three months ended September 30, 2023. 24 Income Taxes Our benefit (provision) for income taxes consists of federal, foreign and state taxes, as applicable, in amounts necessary to align our year-to-date tax provision with the effective rate that we expect to achieve for the full year. For the three months ended September 30, 2024 and September 30, 2023, we recorded an income tax benefit of $20,767 and $37,915, respectively, consisting primarily of federal, foreign, state and local taxes. As of September 30, 2024, our conclusion regarding the realizability of our US deferred tax assets did not change and we have recorded a full valuation allowance against them. Nine Months Ended September 30, 2024 Compared to Nine Months Ended September, 2023 Revenue Total revenue decreased by 16.2% to $6,943,589 for the nine months ended September 30, 2024 from $8,287,958 for the nine months ended September 30, 2023. This decrease was primarily driven by a decrease in virtual gift revenue in the nine months ended September 30, 2024. The following table sets forth our subscription revenue, advertising revenue and total revenue for the nine months ended September 30, 2024 and the nine months ended September 30, 2023, the increase or decrease between those periods, the percentage increase or decrease between those periods, and the percentage of total revenue that each represented for those periods: % Revenue Nine Months Ended $ % Nine Months Ended September 30, Increase Increase September 30, 2024 2023 (Decrease) (Decrease) 2024 2023 Subscription revenue $ 6,649,206 $ 8,063,992 $ (1,414,786 ) (17.5 )% 95.8 % 97.3 % Advertising revenue 294,383 223,966 70,417 31.4 % 4.2 % 2.7 % Total revenues $ 6,943,589 $ 8,287,958 $ (1,344,369 ) (16.2 )% 100.0 % 100.0 % Subscription Revenue Our subscription revenue for the nine months ended September 30, 2024 decreased by $1,414,786 or 17.5%, as compared to the nine months ended September 30, 2023. The decrease in subscription revenue was primarily driven by a decrease in virtual gifts across the Paltalk and Camfrog applications during the three months ended September 30, 2024. Advertising Revenue Our advertising revenue for the nine months ended September 30, 2024 increased by $70,417 or 31.4%, as compared to the nine months ended September 30, 2023. The increase in advertising revenue was primarily due to an increase in the volume of advertising impressions related to changes in the optimization of third-party advertising partners. Costs and Expenses Total costs and expenses for the nine months ended September 30, 2024 increased by $703,283, or 7.1%, as compared to the nine months ended September 30, 2023. The following table presents our costs and expenses for the nine months ended September 30, 2024 and 2023, the increase or decrease between those periods, the percentage increase or decrease between those periods and the percentage of total revenue that each represented for those periods: % Revenue Nine Months Ended September 30, $ % Nine Months Ended September 30, (unaudited) Increase Increase (unaudited) 2024 2023 (Decrease) (Decrease) 2024 2023 Cost of revenue $ 2,389,734 $ 2,403,165 $ (13,431 ) (0.6 )% 34.4 % 29.0 % Sales and marketing expense 585,987 685,953 (99,966 ) (14.6 )% 8.4 % 8.3 % Product development expense 3,633,247 3,605,652 27,595 0.8 % 52.3 % 43.5 % General and administrative expense 3,958,406 3,169,321 789,085 24.9 % 57.1 % 38.2 % Total costs and expenses $ 10,567,374 $ 9,864,091 $ 703,283 7.1 % 152.2 % 119.0 % 25 Cost of revenue Our cost of revenue for the nine months ended September 30, 2024 decreased by $13,431, or 0.6%, as compared to the nine months ended September 30, 2023. This decrease was due to a decrease in credit card processing fees of $28,996, slightly offset by an increase in hosting fees of $10,572. Sales and marketing expense Our sales and marketing expense for the nine months ended September 30, 2024 decreased by $99,966, or 14.6%, as compared to the nine months ended September 30, 2023. The decrease in sales and marketing expense for the nine months ended September 30, 2024 was primarily due to a decrease in headcount expenses of $167,733 and partially offset by an increase of advertising and marketing expenses of $67,053. Product development expense Our product development expense for the nine months ended September 30, 2024 increased by $27,595, or 0.8%, as compared to the nine months ended September 30, 2023. The increase was due to an increase in dues and subscriptions of $49,484 and salary-related expenses of $47,128, offset slightly by a decrease in consulting fees of $75,677. General and administrative expense Our general and administrative expense for the nine months ended September 30, 2024 increased by $789,085, or 24.9%, as compared to the nine months ended September 30, 2023. The increase in general and administrative expense for the nine months ended September 30, 2024 was due to an increase of approximately $160,815 in professional and tax fees and legal fees of $892,620 in connection with the Mergers and the transactions related thereto, which are expected to close in fourth quarter of 2024 or the first quarter of 2025. We expect that our general and administrative expense will continue to increase in future periods in connection with the Mergers and the transactions related thereto. These expenses were offset by decreases in the following: public company expenses of $88,170, insurance expenses of $46,747, taxes of $139,319 and non-cash stock compensation expense $46,417. Non-Operating Income The following table presents the components of non-operating income for the nine months ended September 30, 2024 and the nine months ended September 30, 2023, the increase or decrease between those periods, the percentage increase or decrease between those periods and the percentage of total revenue that each represented for those periods: % Revenue Nine Months Ended Nine Months Ended September 30, (unaudited) $ Increase % Increase September 30, (unaudited) 2024 2023 (Decrease) (Decrease) 2024 2023 Interest income, net $ 453,732 $ 462,433 $ (8,701 ) (1.9 )% 6.5 % 5.6 % Other income 146,269 343,045 (196,776 ) (57.4 )% 2.1 % 4.1 % Total non-operating income 600,001 805,478 $ (205,477 ) (25.5 )% 8.6 % 9.7 % Non-operating income for the nine months ended September 30, 2024 was $600,001, a decrease of $205,477 or 25.5%, as compared to non-operating income of $805,478 for the nine months ended September 30, 2023. The decrease in non-operating income was primarily the result of recording the ERTC in June 2023. 26 Income Taxes Our provision for income taxes consists of federal and state taxes, as applicable, in amounts necessary to align our year-to-date tax provision with the effective rate that we expect to achieve for the full year. For the nine months ended September 30, 2024 and 2023, we recorded an income tax benefit of $88,076 and an income tax provision $13,590, respectively, consisting primarily of federal, foreign, state and local taxes. As of September 30, 2024, our conclusion regarding the realizability of our US deferred tax assets did not change and we have recorded a full valuation allowance against them. Liquidity and Capital Resources Nine Months Ended September 30, (unaudited) 2024 2023 Condensed Consolidated Statements of Cash Flows Data: Net cash used in operating activities $ (1,551,736 ) $ (980,720 ) Net cash used in investing activities - (85,000 ) Net cash provided by (used in) financing activities 39,772 (7,213 ) Net decrease in cash and cash equivalents $ (1,511,964 ) $ (1,072,933 ) Currently, our primary source of liquidity is cash on hand, and we believe that our cash and cash equivalents balance and our expected cash flows from operations will be sufficient to meet all of our financial obligations for one year from the date these financial statements are issued. As of September 30, 2024, we had $12,056,085 of cash and cash equivalents. Our primary use of working capital is related to product development resources in order to maintain and create new services and features in applications for our clients and users. In particular, a significant portion of our working capital has been allocated to the improvement of our products. We are also expending our capital resources to fund strategic acquisitions, investments and partnership opportunities. For instance, on August 11, 2024, we entered into the Merger Agreement to acquire NTS through a two-step merger process. Pursuant to the Merger Agreement, as consideration for the Mergers, we agreed to (i) pay Newtek an amount in cash equal to $4,000,000, which is subject to customary purchase price adjustments as set forth in the Merger Agreement, including a working capital adjustment and (ii) issue Newtek 4,000,000 shares of Preferred Stock (subject to adjustments related to the Total Equity Cap). In addition to the consideration payable at closing, the Merger Agreement provides that Newtek is entitled to receive an amount up to $5,000,000 based on our achievement certain cumulative average Adjusted EBITDA thresholds for the 2025 and 2026 fiscal years, which may be paid, in our sole discretion, in cash, in shares of Preferred Stock or in a combination thereof (subject to adjustments related to the Total Equity Cap). Operating Activities Net cash used in operating activities was $1,551,736 for the nine months ended September 30, 2024, as compared to net cash used in operating activities of $980,720 for the nine months ended September 30, 2023. The increase in the cash used in operations for the nine months ended September 30, 2024 was primarily attributed to increased professional expenses related to the Merger, as compared to the nine months ended September 30, 2023. Investing Activities There was no net cash provided by or used in investing activities for the nine months ended September 30, 2024. The net cash used in investing activities during the nine months ended September 30, 2023 consisted of the earn-out payment made in connection with the ManyCam acquisition. Financing Activities Net cash provided by financing activities was $39,772 for the nine months ended September 30, 2024, as compared to $7,213 of net cash used in financing activities for the nine months ended September 30, 2023. This higher amount of cash provided by financing activities during the nine months ended September 30, 2024 is attributed to employee stock options exercised compared to the stock repurchase plan that was approved by our Board of Directors in March 2022. The stock repurchase plan expired on March 29, 2023 pursuant to its terms and has not been renewed. 27 Contractual Obligations and Commitments There have been no other material changes to our contractual obligations and commitments disclosed in the contractual obligations and commitments section of Management’s Discussion and Analysis of Financial Condition and Results of Operations in the Form 10-K. Off-Balance Sheet Arrangements As of September 30, 2024, we did not have any off-balance sheet arrangements. Critical Accounting Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions about future events that affect the amounts reported in the financial statements and accompanying notes. Future events and their effects cannot be determined with absolute certainty. Therefore, the determination of estimates requires the exercise of judgment. Actual results inevitably will differ from those estimates, and such differences may be material to the financial statements. During the nine months ended September 30, 2024, there were no critical accounting estimates made by management that would involve a significant level of estimation uncertainty and have had or are reasonably likely to have a material effect impact on the financial statements condition or results of operations of the Company. ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK Not applicable. ITEM 4. CONTROLS AND PROCEDURES Evaluation of Disclosure Controls and Procedures Our management, including our principal executive officer and principal 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, our chief executive officer 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 September 30, 2024, our management, including our principal executive officer and principal financial officer, concluded that our disclosure controls and procedures were effective to provide reasonable assurance that information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required disclosure. Changes in Internal Control over Financial Reporting There have been no 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 quarterly period covered by this report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. 28 PART II: OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS Patent Litigation On July 23, 2021, a wholly owned subsidiary of the Company, Paltalk Holdings, Inc., filed a patent infringement lawsuit against WebEx Communications, Inc., Cisco WebEx LLC, and Cisco Systems, Inc. (collectively, “Cisco”), in the U.S. District Court for the Western District of Texas (the “Court”). The Company alleges that certain of Cisco’s products have infringed U.S. Patent No. 6,683,858, and that the Company is entitled to damages. On August 29, 2024, the jury awarded the Company $65.7 million (the “Award”) in a jury verdict in connection with the Lawsuit. On October 8, 2024, an order granting a motion for final judgment (the “Final Judgment”) was entered into in the Court in connection with the Lawsuit. The Final Judgment was entered in the Company’s favor in the amount of the Award and started the time for filing any post-trial motions or appeal. The exact amount of the Award proceeds to be received by the Company will be determined based on a number of factors and will reflect the deduction of significant litigation-related expenses, including legal fees. Consequently, the Company estimates that it would receive no more than one third of the gross proceeds in connection with the Award, subject to post-trial proceedings (including any potential appellate proceedings by Cisco). The Company has not recorded any gain contingency in connection with the Award. ITEM 1A. RISK FACTORS Other than as set forth below, there were no material changes to the Risk Factors disclosed in “Item 1A. Risk Factors” in the Form 10-K during the three months ended September 30, 2024. For more information concerning our risk factors, please see “Item 1A. Risk Factors” in the Form 10-K. The Mergers may not be completed, and the Merger Agreement may be terminated in accordance with its terms, which could negatively impact the Company. On August 11, 2024, we entered into the Merger Agreement with Newtek to acquire NTS through a two-step merger process. The consummation of the Mergers is subject to a number of conditions, including, among others, (i) the Paltalk Stockholder Approval, (ii) the absence of any governmental order enjoining or otherwise prohibiting the performance of the Merger Agreement or any of the transactions contemplated thereby, (iii) the absence of a Material Adverse Effect (as defined in the Merger Agreement) on the Company or NTS, (iv) receipt by Newtek from the Federal Reserve of regulatory approval or a non-objection notice relating to the Mergers and the transactions related thereto, and (v) the completion of the Divestiture. These closing conditions may not be fulfilled in a timely manner or at all, and, accordingly, the Mergers may not be consummated. Any delay in completing the Mergers could cause us not to realize, or to be delayed in realizing, some or all of the benefits that we expect to achieve if the Mergers are successfully consummated within our expected timeframe. In addition, Newtek and the Company can mutually decide to terminate the Merger Agreement at any time, before or after Paltalk Stockholder Approval. If the Mergers are not completed for any reason, including as a result of our stockholders declining to approve the Parent Stock Issuance or the Divestiture, we would be subject to a number of risks, including the following: ● the trading price of our common stock may be negatively impacted (including to the extent that current market prices reflect a market assumption that the Mergers and the Divestiture will be completed); ● we may experience negative reactions from our users and other third parties with whom we do business, as well as our employees; and ● we will have incurred substantial expenses and will be required to pay certain costs relating to the Mergers, whether or not the Mergers are completed. 29 Even if the Mergers are consummated, we may not be able to effectively integrate the businesses of NTS, or realize the anticipated benefits and synergies expected from the Mergers. The success of the Mergers and the transactions contemplated thereby will depend, in part, on our ability to realize the anticipated benefits from acquiring NTS and its business. The anticipated benefits and estimates of future growth, synergies, and optimizations of the Mergers may not be realized fully or at all, may take longer to realize than expected, may not be realized or could have other adverse effects that we do not currently foresee. The failure to realize the anticipated benefits and synergies expected from the Mergers could adversely affect our business, financial condition and operating results. In addition, the acquisition of NTS is complex, costly and time consuming, and we have devoted, and will continue to devote, significant management attention and resources to integrating the respective business practices and operations of NTS. Potential difficulties that we may encounter as part of the integration process include the following: ● our inability to successfully combine our ManyCam product with the business of NTS in a manner that permits us to achieve, on a timely basis or at all, the enhanced revenue opportunities, cost savings, and other benefits anticipated to result from the Mergers; ● complexities associated with managing our existing business and NTS, including difficulty addressing possible differences in operational philosophies and the challenge of integrating complex systems, technology, networks and other assets of NTS in a seamless manner that minimizes any adverse impact on customers, suppliers, employees and other constituencies; ● the assumption of contractual obligations with less favorable or more restrictive terms; and ● potential unknown liabilities and unforeseen increased expenses or delays associated with the transactions. Any of these issues could adversely affect our ability to maintain relationships with customers, suppliers, employees and other constituencies or achieve the anticipated benefits of the Mergers or could negatively impact our earnings or otherwise adversely affect our business and financial results. The announcement and pendency of the Mergers and the other transactions contemplated by the Merger Agreement, including the Divestiture, whether or not completed, may adversely affect our business. The announcement and pendency of the Mergers, including the Divestiture, may adversely affect the trading price of our common stock, our business or our relationships with our users, consultants and employees. Third parties may be unwilling to enter into material agreements with respect to our business in light of the proposed transactions. In addition, new or existing customers, suppliers and business partners of NTS may prefer to enter into agreements with NTS’ competitors who have not expressed an intention to sell their business because customers, suppliers and business partners may perceive that such new relationships are likely to be more stable. Additionally, our employees may become concerned about the future of our business and NTS and lose focus or seek other employment. Uncertainties associated with the Mergers may cause a loss of management personnel and other key employees, which could adversely affect our future business and operations. We are dependent on the experience and industry knowledge of our officers and other key employees to execute our business plans. Our success after the Mergers will depend in part upon our ability to retain key management personnel and other key employees. Current and prospective employees may experience uncertainty about their roles within our company or other concerns regarding the operations of our company following the transactions, any of which may have an adverse effect on our ability to retain or attract key management and other key personnel. In addition, the loss of key personnel could diminish the anticipated benefits of the Mergers and cause the integration of NTS to be more difficult. Furthermore, we may have to incur significant costs in identifying, hiring and retaining replacements for departing employees and may lose significant expertise and talent relating to the business of our company and NTS. We may not be able to retain or attract key management personnel and other key employees of NTS to the same extent that we have previously been able to retain or attract our own employees. Through the Mergers, we are attempting to enter a new line of business which is highly competitive. Through the Mergers, we are acquiring NTS’s operations. Entering a new line of business has many risks, including the ability to generate sufficient revenue to fund operations in the future. While we believe we have sufficient capital to cover integration expenses, we may have to fund NTS’s operations from cash on hand until sales are sufficient to fund ongoing operations. A new business line may never generate significant revenues, bring products and services to market or have enough sales to be profitable, as the case may be. With respect to any new line of business, we may have competitors that are better established in the market, have greater experience with such line of business or have greater resources than we do. We anticipate that products and services of NTS will be developed for and distributed to the market, but there can be no guaranty that sufficient revenue to support operations will ever be generated. Furthermore, certain of our current employees may have limited experience with dedicated server hosting, cloud hosting, data storage, managed security, backup and disaster recovery, and other related services and may have limited experience with respect to any other line of business we may enter into as we seek to expand NTS’s operations. 30 Sales of substantial amounts of shares of our common stock following the Mergers, including shares issuable upon conversion of the Preferred Stock, could depress our stock price. The market price of our common stock may fluctuate significantly following completion of the Mergers, and holders of our common stock could lose some or all of the value of their investment. Our historic stockholders may decide to reduce their investment in our Company as a result of the changes to our business in connection with the Mergers. These sales of our common stock (or the perception that these sales may occur) could have the effect of depressing the market price for our common stock. In addition, our financial position after completion of the Mergers may differ from our financial position before the completion of the Mergers, and our results of operations and/or cash flows after the completion of the Mergers may be affected by factors different from those currently affecting our results of operations and/or cash flows, all of which could adversely affect the market price of our common stock. Furthermore, the stock market has experienced significant price and volume fluctuations recently, which, if such fluctuations continue to occur, could have a material adverse effect on the market for, or liquidity of, our common stock, regardless of our actual operating performance. Following the consummation of the Mergers and the issuance of the Merger Closing Stock Consideration, Newtek would beneficially own 30.2% of the Company’s common or common-equivalent equity (on an as-converted and fully-diluted basis), calculated based on the number of shares of the Company’s common stock outstanding as of November 8, 2024. As a holder of Preferred Stock, Newtek generally will not have voting rights, except with respect to certain protective matters, such as amendments to the Company’s Amended and Restated Certificate of Incorporation, as amended, or the Certificate of Designations designating the Preferred Stock that significantly and adversely affect the preferences, rights, privileges or powers of the Preferred Stock. The Preferred Stock is convertible into common stock only upon certain qualifying transfers to third parties. The shares of our common stock issuable upon conversion of the Preferred Stock issued to Newtek (the will become freely tradable once registered pursuant to the Registration Rights Agreement between us and Newtek, which will become effective at the closing of the Mergers. Once registered, the shares of common stock underlying the Preferred Stock held by Newtek will have no restrictions, other than described below, and such shares generally will not require further registration under the Securities Act, provided, however, that any stockholders who are deemed to be affiliates of us will be subject to the resale restrictions of Rule 144 under the Securities Act. Pursuant to the Registration Rights Agreement, Newtek will be subject to certain lockup and transfer restrictions with respect to the Preferred Stock for one year following the closing of the Mergers. Following this lockup period, Newtek may wish to dispose of some or all of its interests in the Company, and as a result may seek to sell its shares of Preferred Stock. Any such sale (or the perception that any such a sale may occur), coupled with the increase in the outstanding number of shares of our common stock following the conversion of the Preferred Stock upon transfer, may affect the market for, and the market price of, shares of common stock in an adverse manner. We may be the target of securities class action and derivative lawsuits, which could result in substantial costs and may delay or prevent the Mergers or the Divestiture from being completed. Securities class action lawsuits and derivative lawsuits are often brought against companies that have entered into acquisition agreements. Defending against these claims can result in substantial costs and divert management time and resources, even if the lawsuits are without merit. An adverse judgment could result in monetary damages, which could have a negative impact on our business, results of operations and financial condition. Additionally, if a plaintiff is successful in obtaining an injunction prohibiting completion of the Mergers or the Divestiture, the injunction may delay or prevent the Mergers or the Divestiture, as applicable, from being completed, which may adversely affect our business, results of operations and financial condition. ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS Unregistered Sale of Equity Securities There were no sales of unregistered securities during the quarter ended September 30, 2024 that were not previously reported on a Current Report on Form 8-K. Issuer Purchases of Common Stock During the three months ended September 30, 2024, the Company did not repurchase any shares of common stock. ITEM 3. DEFAULTS UPON SENIOR SECURITIES None. ITEM 4. MINE SAFETY DISCLOSURES None. ITEM 5. OTHER INFORMATION During the three months ended September 30, 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. 31 ITEM 6. EXHIBITS (a) Exhibits required to be filed by Item 601 of Regulation S-K. The following exhibits are included herein or incorporated herein by reference: Exhibit Number Description 2.1# 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). 2.2# Agreement and Plan of Merger, dated August 11, 2024, by and among Paltalk, Inc., 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). 2.3#† Asset Purchase Agreement, dated November 7, 2024, by and among Paltalk, Inc., Paltalk Holdings, Inc. Paltalk Software, Inc., Camshare, Inc., Vumber, LLC, A.V.M. Software, Inc., 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). 3.1 Certificate 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). 3.2 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). 4.1 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, 2023 by the Company with the SEC). 31.1* Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 31.2* Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 32.1** Certification of the Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 101.INS Inline XBRL Instance Document. 101.SCH Inline XBRL Taxonomy Schema Document. 101.CAL Inline XBRL Calculation Linkbase Document. 101.DEF Inline XBRL Definition Linkbase Document. 101.LAB Inline XBRL Label Linkbase Document. 101.PRE Inline XBRL Presentation Linkbase Document. 104 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. Paltalk, Inc. hereby undertakes to furnish supplemental copies of any of the omitted schedules and exhibits upon request by the Securities and Exchange Commission. † 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 the Company treats as private or confidential. * 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 Quarterly Report on Form 10-Q, irrespective of any general incorporation language contained in such filing. 32 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Paltalk, Inc. Date: November 12, 2024 By: /s/ Jason Katz Jason Katz Chief Executive Officer (Principal Executive Officer and duly authorized officer) Paltalk, Inc. Date: November 12, 2024 By: /s/ Kara Jenny Kara Jenny Chief Financial Officer (Principal Financial and Accounting Officer and duly authorized officer) 33