Item 1.01 Entry into a Material Definitive Agreement.

On August 2, 2021, Paltalk, Inc. (the "Company") entered into an Underwriting Agreement (the "Underwriting Agreement"), by and between the Company and Maxim Group LLC, as representative of the underwriters named on Schedule 1 thereto (the "Underwriter"), relating to a firm commitment underwritten offering (the "Offering") of 1,159,400 shares (the "Shares") of the Company's common stock, par value $0.001 per share ("Common Stock"). The Offering was made pursuant to the Company's Registration Statement on Form S-1 (File No. 333-257036), initially filed on June 11, 2021, as amended from time to time, and which was declared effective on August 2, 2021.

Pursuant to the Underwriting Agreement, the public offering price was $3.00 per Share and the Underwriter purchased the Shares at a 7.0% discount to the public offering price. The Company granted the Underwriter the option to purchase, within 45 days from the date of the Underwriting Agreement, an additional 173,910 shares of Common Stock at the same price per share as the Shares (the "Over-Allotment Option"), which the Underwriter exercised in full on August 5, 2021. Maxim Group LLC acted as sole book-running manager for the Offering.

The Underwriting Agreement contains customary representations, warranties and agreements by the Company, customary conditions to closing, indemnification obligations of the Company and the Underwriter, including for liabilities under the Securities Act of 1933, as amended, other obligations of the parties and termination provisions. In addition, pursuant to the terms of the Underwriting Agreement and related "lock-up" agreements, the Company, each director and executive officer of the Company and certain significant stockholders of the Company have agreed not to sell, transfer or otherwise dispose of securities of the Company, without the prior written consent of the Underwriter, for a 180-day period, subject to certain limitations therein.

On August 5, 2021, the Offering closed, resulting in net proceeds to the Company of approximately $3.5 million (including aggregate gross proceeds of approximately $0.5 million from the Underwriter's exercise in full of the Over-Allotment Option), after deducting the underwriting discounts and commissions and estimated offering expenses. The Company expects to use the net proceeds of the Offering for, among other things, development costs related to new and existing applications, advertising and marketing initiatives to further grow the Company's applications and services and working capital and general corporate purposes. The Company also expects to use a portion of the net proceeds from the Offering to fund potential acquisitions or other strategic investments, although the Company has no present commitments or agreements to enter into any such acquisitions or to make any such investments.

The Underwriting Agreement is included as an exhibit to this Current Report on Form 8-K to provide investors and security holders with information regarding its terms. The representations, warranties and covenants contained in the Underwriting Agreement were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to such agreement and may be subject to limitations agreed upon by the contracting parties.

The foregoing description of the Underwriting Agreement is qualified in its entirety by reference to the full text of the form of Underwriting Agreement, a copy of which is filed as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated by reference herein.




Item 8.01 Other Events.

On August 2, 2021, the Company issued a press release announcing the pricing of the Offering. In connection with the pricing of the Offering, the Company's Common Stock was listed for trading on The Nasdaq Capital Market under the symbol "PALT", beginning at the opening of trading hours on August 3, 2021. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.

On August 5, 2021, the Company also issued a press release announcing the closing of the Offering. A copy of the closing press release is attached hereto as Exhibit 99.2 and is incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits.






(d) Exhibits



Exhibit No.   Description
1.1             Underwriting Agreement, dated August 2, 2021, by and between Paltalk,
              Inc. and Maxim Group LLC, as representative of the underwriters named
              therein.
99.1            Press Release of Paltalk, Inc., dated August 2, 2021.
99.2            Press Release of Paltalk, Inc., dated August 5, 2021.




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