Item 1.01 Entry into a Material Definitive Agreement.
On
Pursuant to the Underwriting Agreement, the public offering price was
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.
On
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.
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Item 7.01 Regulation FD Disclosure.
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On
On
The information in this Current Report on Form 8-K is being furnished pursuant to Item 7.01 (including Exhibits 99.1, 99.2 and 99.3) and shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise be subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof and regardless of any general incorporation language in such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits Exhibit No. Description 1.1 Underwriting Agreement, datedOctober 14, 2021 , by and betweenPaltalk, Inc. andMaxim Group LLC , as representative of the underwriters named therein. 5.1 Opinion ofHaynes and Boone, LLP . 23.1 Consent ofHaynes and Boone, LLP (contained in Exhibit 5.1). 99.1 Press Release ofPaltalk, Inc. , datedOctober 14, 2021 (furnished pursuant to Item 7.01). 99.2 Press Release ofPaltalk, Inc. , datedOctober 14, 2021 (furnished pursuant to Item 7.01). 99.3 Press Release ofPaltalk, Inc. , datedOctober 19, 2021 (furnished pursuant to Item 7.01). 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). 2
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