M&A - PALTALK, INC.

Form Type: PRE 14A

Filing Date: 2025-04-08

Corporate Action: Acquisition

Type: New

Accession Number: 000121390025029552

Filing Summary: Intelligent Protection Management Corp. is soliciting proxies for its 2025 Annual Meeting of Stockholders, scheduled for May 8, 2025, to be conducted online. The meeting will address several key proposals, including the election of seven directors, ratification of the independent auditor, advisory votes on executive compensation and its frequency, approval of a long-term incentive plan, and a charter amendment to increase the authorized shares of common stock from 25 million to 50 million. Notably, the company completed its acquisition of Newtek Technology Solutions, Inc. in January 2025 and has shifted its focus towards server and cloud hosting, data storage, managed security, and related services, emphasizing growth in cybersecurity. The record date for voting eligibility is set for March 24, 2025. The document provides detailed voting instructions for both stockholders of record and those holding stock in street name, highlighting the importance of participating in the meeting and voting their shares.

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Form Type: 10-K

Filing Date: 2025-03-24

Corporate Action: Acquisition

Type: New

Accession Number: 000101376225001600

Filing Summary: On January 2, 2025, Intelligent Protection Management Corp. completed the acquisition of Newtek Technology Solutions, Inc. (NTS) via a merger agreement. This involved two steps: first, NTS merged into a wholly-owned subsidiary of the company, then this interim surviving entity merged into another subsidiary, solidifying NTS as a subsidiary of Intelligent Protection Management Corp. Additionally, the company sold its telecommunications services and applications, including 'Vumber', 'Paltalk', and 'Camfrog', to Meteor Mobile Holdings, marking a strategic divestiture. Following these transactions, the company shifted focus from consumer-oriented applications to IT services including cloud hosting, managed security, and IT consulting. The report details financial positions, risks, and strategies post-acquisition, highlighting a renewed business strategy aimed at cloud-related services and cybersecurity solutions.

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Form Type: 8-K

Filing Date: 2025-01-08

Corporate Action: Acquisition

Type: New

Accession Number: 000121390025001824

Filing Summary: On January 8, 2025, Intelligent Protection Management Corp. announced the appointment of Barry Sloane and Sidney Rabsatt to its Board of Directors following the Company's acquisition of Newtek Technology Solutions, Inc. as per the Acquisition Agreement. The Board's size increased from five to seven directors, with Sloane being designated as the Newtek Representative and Rabsatt appointed for his technological expertise. Sloane, the CEO of Newtek, will serve on the Board until the 2025 annual stockholder meeting without any compensation. Rabsatt received a stock option grant and will participate in the Company's compensation policy for non-employee directors. A press release detailing these appointments was issued on January 8, 2025, and can be found in Exhibit 99.1 of the filing.

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Form Type: 8-K

Filing Date: 2025-01-02

Corporate Action: Acquisition

Type: New

Accession Number: 000121390025000379

Filing Summary: On January 2, 2025, Intelligent Protection Management Corp., formerly known as Paltalk, Inc., completed its acquisition of Newtek Technology Solutions, Inc. (NTS) as per the terms of an Acquisition Agreement. The acquisition involved two phases: initially, NTS merged with PALT Merger Sub 1, Inc., becoming the surviving entity (referred to as the Interim Surviving Entity), followed by a subsequent merger into PALT Merger Sub 2, LLC, with the latter surviving as a wholly owned subsidiary of the Company. As part of the transaction, the Company paid $4,000,000 in cash and issued 4,000,000 shares of Series A Non-Voting Common Equivalent Stock to Newtek. There is also a provision for an earn-out payment of up to $5,000,000 based on the Company's performance in the fiscal years 2025 and 2026. Additionally, on the same date, the Company finalized the sale of its telecommunications business and related applications to Meteor Mobile Holdings, Inc. for $1,350,000 in cash, alongside the assumption of certain liabilities. The Company subsequently rebranded itself to Intelligent Protection Management Corp. and will trade under the new ticker 'IPM' effective January 6, 2025.

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Form Type: 8-K

Filing Date: 2024-12-30

Corporate Action: Merger

Type: Update

Accession Number: 000121390024113479

Filing Summary: On December 30, 2024, Paltalk, Inc. held a special meeting of stockholders to vote on proposals related to an ongoing merger and a divestiture. The merger involves acquiring Newtek Technology Solutions, Inc. (NTS) through a two-step process as per the Acquisition Agreement entered into on August 11, 2024. Additionally, on November 7, 2024, Paltalk entered into a Divestiture Agreement to sell its telecommunications services provider, 'Vumber', along with its 'Paltalk' and 'Camfrog' applications to Meteor Mobile Holdings, Inc. During the Special Meeting, stockholders voted on three key proposals: 1) Approval of the issuance of 9,000,000 shares of newly created preferred stock associated with the merger, which passed with 5,110,567 votes for and 50,125 against. 2) Approval of the Divestiture, which passed with 5,149,736 votes for and 12,460 against. 3) A non-binding advisory vote on compensation for named executive officers concerning the merger and divestiture, which received 4,961,757 votes for. All proposals received sufficient votes for approval, and no other matters were voted upon.

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