UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

________________________________

SCHEDULE 14A

________________________________

Proxy Statement Pursuant to Section 14(a)
of
the Securities Exchange Act of 1934

Check the appropriate box:

PALTALK, INC.

(Name of Registrant as Specified In Its Charter)

________________________________________________________________
_______________________________________________________________

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box)all boxes that apply):

30 Jericho Executive Plaza, Suite 400E

Jericho, NY

 11753
(212) 967-5120

Dear Stockholder:

You are cordially invited to attend the Annual Meetingannual meeting of Stockholdersstockholders (the “Annual Meeting”) of Paltalk, Inc. to be held on May 6, 202111, 2023 at 9:00 a.m., Eastern Time. The Annual Meeting will be conducted as a virtual meeting of stockholders by means of a live audio webcast. In light of the ongoing COVID-19 pandemic in the U.S. and abroad, we believe that hosting a virtual meeting helps ensure the health and safety of our stockholders, our Board of Directors and our management. In addition, weWe believe that hosting a virtual meeting will enable greater stockholder attendance and participation from any location. You will not be able to attend the Annual Meeting in person. You will be able to attend the Annual Meeting online by visiting www.proxydocs.com/PALT https://web.lumiagm.com/207490181.

This pastIn fiscal year has been an unprecedented2022, we added to our offering of video chat products with the asset acquisition of ManyCam, our live streaming software and difficult period for much of the world. The pandemic presented healthvirtual camera that allows users to deliver professional live videos on streaming platforms, video conferencing apps and safety challengesdistance learning tools. We have made progress in optimizing ManyCam integration, which we expect to lead to revenue growth. We also launched our interactive mobile backgammon game and added game lobbies for our business, but also provided unique opportunities for usbackgammon and chess games, and we anticipate these offerings will lead to better serve our customers around the world. As communities implemented social distancing measures to limit the spread of COVID-19, virtual interaction amongst friends, familiesan increase in usage and colleagues became essential to maintain connections, relationships and a sense of normalcy.engagement. We recognized this fact early on and offered free video in certain countries hit hardest by the pandemic in order to serve our customer base. In a year marked with hardship,believe that we are proud of our continued ability to serve our customers and look forward to enhancing our users’ experiences in a meaningful way.

In addition, the pandemic underscored for us the importance of our employees’ health and safety. In line with federal and state mandates, we adopted a work-from-home policy in March 2020, and we expect this practicewell positioned to continue for the foreseeable future. Management has increased communications concerningto grow our strategy to maintain the safety ofbusiness and execute on our employees, mitigate the risk of spreading the virus and to provide other resources to help care for our employees and their families. We continue to closely monitor and manage the situation regarding the COVID-19 pandemic and expect to follow the recommended practices and guidelines from the health care professionals and federal and local governments.strategic initiatives.

Enclosed are the notice of annual meeting of stockholdersthe Annual Meeting and proxy statement, which describe the business that will be acted upon at the Annual Meeting, as well as our 20202022 Annual Report, which includes our audited financial statements for the fiscal year ended December 31, 2020.2022.

Your vote is very important, regardless of the number of shares of common stock you own. To vote your shares of common stock, please refer to the instructions included on the enclosed proxy card. If your shares are held in the name of a broker, trust, bank or other nominee and you receive these materials through your broker or through another intermediary, please complete and return the materials in accordance with the instructions provided to you by such broker or other intermediary or contact your broker directly in order to obtain a proxy issued to you by your nominee holder to vote your shares. Failure to do so may result in your stock not being eligible to be voted by proxy at the meeting. On behalf of the Board of Directors, I urge you to follow the instructions provided to you and vote your shares today, even if you plan to attend the virtual meeting.

Thank you for your support of our company. I look forward to speaking with you at the Annual Meeting.

PALTALK, INC.

30 Jericho Executive Plaza, Suite 400E

Jericho, NY
 11753
(212) 967-5120

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To Be Held May6, 2021 11, 2023

NOTICE IS HEREBY GIVEN that the 20212023 Annual Meeting of Stockholders (the “Annual Meeting”) of Paltalk, Inc., a Delaware corporation (the “Company”), will be held on Thursday, May 6, 202111, 2023 at 9:00 a.m., Eastern Time, by means of a live audio webcast for the following purposes:

(1)to elect five directors to serve until the 2022 Annual Meeting2024 annual meeting of Stockholdersstockholders or until their successors are duly elected and qualified;

(2)to ratify the appointment of Marcum LLP as the Company’s independent registered public accounting firm;

(3)to approve an amendment to the Company’s Certificate of Incorporation, as amended, (the “Charter”), in substantiallyto limit the form attached to the proxy statement as Annex A, to, at the discretionliability of certain officers of the Board of Directors of the Company, effect a reverse stock split with respect to the Company’s issuedCompany; and outstanding common stock, par value $0.001 per share (the “Common Stock”), including stock held by the Company as treasury shares, at any ratio up to 1-for-4 (the “Range”), with the ratio within such Range to be determined at the discretion of the Board of Directors of the Company (the “Reverse Stock Split”);

(4)    to approve, if and only if the Reverse Stock Split is approved and implemented, an amendment to the Charter, in substantially the form attached to the proxy statement as Annex B, to, at the discretion of the Board of Directors of the Company, reduce the total number of authorized shares of Common Stock from 25,000,000 to 20,000,000; and

(5)    to transact any other business that may properly come before the Annual Meeting or any adjournments, postponements or recesses thereof.

Stockholders are referred to the proxy statement accompanying this notice for more detailed information with respect to the matters to be considered at the Annual Meeting. After careful consideration, the Company’s Board of Directors has determined that each proposal listed above is in the best interests of the Company and its stockholders and has approved each proposal. The Company’s Board of Directors recommends that at the Annual Meeting you vote “FOR” proposals1,2 3 and 4.3.

The Board of Directors has fixed 5:00 p.m., Eastern Time, on March 29, 202127, 2023 as the record date (the “Record Date”). Only holders of shares of Common Stockcommon stock of record on the Record Date are entitled to receive notice of the Annual Meeting and to vote at the Annual Meeting or at any postponement(s), adjournment(s) or rescess(es) of the Annual Meeting. A complete list of registered stockholders entitled to vote at the Annual Meeting will be available for inspection at the headquarters of the Company during regular business hours for at least the tena period of 10 calendar days prior toending on the day before the Annual Meeting. The list will also be available during the Annual Meeting for inspection by stockholders. If you would like to review the list, please contact our Investor Relations department by emailing IR@paltalk.com.

TABLE OF CONTENTS

30 Jericho Executive Plaza, Suite 400E

Jericho, New York 11753

(212) 967-5120

_____________________

PROXY STATEMENT

FOR

ANNUAL MEETING OF STOCKHOLDERS

To Be Held May6, 2021 11, 2023

The accompanying proxy is solicited by the Board of Directors on behalf of Paltalk, Inc., a Delaware corporation (the “Company”), to be voted at the Annual Meeting of Stockholders of the Company (the “Annual Meeting”) to be held on May 6, 2021,11, 2023, at the time and place and for the purposes set forth in the accompanying Notice of Annual Meeting of Stockholders (the “Notice”) and at any adjournment(s), postponement(s) or recess(es) of the Annual Meeting. This proxy statement (this “Proxy Statement”) and accompanying form of proxy are expected to be first sent or given to stockholders on or about April 9, 2021.14, 2023.

The executive offices of the Company are located at, and the mailing address of the Company is, 30 Jericho Executive Plaza, Suite 400E, Jericho, New York 11753. 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.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR

THE STOCKHOLDER MEETING TO BE HELD ON MAY 6, 2021:11, 2023:

Our Proxy Statement and 20202022 Annual Report are available at:

www.investors.paltalk.com/annual-reportshttp://www.astproxyportal.com/ast/24835

ABOUT THE ANNUAL MEETING

What is a proxy?

A proxy is another person that you legally designate to vote your stock. If you designate someone as your proxy in a written document, that document is also called a “proxy” or a “proxy card.” If you are a “street name” holder, you must obtain a proxy from your broker or nominee in order to vote your stock at the Annual Meeting.

What is a proxy statement?

A proxy statement is a document that the regulations of the Securities and Exchange Commission (the “SEC”) require that we give to you when we ask you to sign a proxy card to vote your stock at the Annual Meeting.

What is the purpose of the Annual Meeting?

At our Annual Meeting, stockholders will act upon the following matters outlined in the Notice:

(1)to elect five directors to serve until the 2021 Annual Meeting2024 annual meeting of Stockholdersstockholders or until their successors are duly elected and qualified (the “Director Election Proposal”);

(2)to ratify the appointment of Marcum LLP as our independent registered public accounting firm (the “Auditor Ratification Proposal”);

(3)to approve an amendment to ourthe Company’s Certificate of Incorporation, as amended (the “Charter” and such amendment, the “Charter Amendment”), to atlimit the discretionliability of the Board of Directorscertain officers of the Company effect a reverse stock split with respect to our issued and outstanding common stock, par value $0.001 per share (the “Common Stock”), including stock held by us as treasury shares, at any ratio up to 1-for-4 (the “Range”), with the ratio within such Range to be determined at the discretion of our Board of Directors (such action, the “Reverse Stock Split,” and such proposal is referred to herein as the “Reverse Stock Split Proposal”);

(4)    to approve, if and only if the Reverse Stock Split is approved and implemented, an amendment to the Charter to, at the discretion of our Board of Directors, reduce the total number of authorized shares of Common Stock from 25,000,000 to 20,000,000 (such action, the “Authorized Share Reduction,” and such proposal is referred to herein as the “Authorized Share Reduction“Charter Amendment Proposal”); and

(5)    (4)to transact any other business that may properly come before the Annual Meeting or any adjournment, postponement or recess thereof.

Management will also be available to respond to questions from stockholders.

What is “householding” and how does it affect me?

With respect to eligible stockholders who share a single address, SEC rules allow us to send only one Proxy Statementproxy statement to that address, unless we received instructions to the contrary from any stockholder at that address. This practice, known as “householding,” is designed to reduce our printing and postage costs. However, if a stockholder of record residing at such address wishes to receive a separate proxy statement in the future, he or she may contact us at Paltalk, Inc., 30 Jericho Executive Plaza, Suite 400E, Jericho, New York 11753, Attn: Investor Relations or by calling (212) 967-5120 or emailing IR@paltalk.com. Eligible stockholders of record receiving multiple copies of our Proxy Statement can request householding by contacting us in the same manner. Stockholders who own shares through a bank, broker or other nominee can request householding by contacting such nominee.

We hereby undertake to deliver promptly, upon written or oral request, a copy of the Proxy Statement to a stockholder at a shared address to which a single copy of the document was delivered. Requests should be directed to Investor Relations at the address, phone number or email set forth above.

SEC rules permit companies to send you a notice that proxy information is available on the Internet, instead of mailing you a complete set of materials. In the future, we may choose to distribute proxy information in this manner.

Why have a virtual meeting?

We are excitedhave determined to embrace the latest technology to provide expanded access, improved communication and cost savings for our stockholders and the Company. Hosting a virtual meeting enables increased stockholder attendance and participation, since stockholders can participate from any location around the world. In light of the ongoing COVID-19 pandemic in the U.S. and abroad, we also believe that hosting a virtual meeting helps ensure the health and safety of our stockholders, our Board of Directors and our management.

What do I need to do to attend the virtual Annual Meeting?

We will be hosting the Annual Meeting online via an audio webcast.

Record Holders:If you were a stockholder of record as of the close of business on March 27, 2023 (i.e., you held your shares in your own name as reflected in the records of our transfer agent, American Stock Transfer & Trust Company, LLC (“AST”)), you can attend the Annual Meeting by accessing https://web.lumiagm.com/207490181 and selecting the button “I have a Control Number.” You will then be directed to a screen where you will enter: (i) the 11-digit control number on the proxy card; and (ii) the meeting password “paltalk2023”. Please note the meeting password is case sensitive. Once you have completed these steps, select the “login” button, which will take you to the Annual Meeting page where you can vote, submit written questions and listen to the meeting. If you are a stockholder of record and misplaced your 11-digit control number, please call AST at (800) 937-5449.

Beneficial Owners:If you were a beneficial owner as of the close of business on March 27, 2023 (i.e., you hold your shares in “street name” through an intermediary, such as a bank, broker or other nominee), you must register in advance to attend the Annual Meeting. To register, please obtain a legal proxy from the bank, broker or other nominee that is the record holder of your shares and then submit the legal proxy, along with your name and email address, to AST to receive an 11-digit control number that may be used to access the Annual Meeting site provided above. Any control number that was provided with your proxy materials, likely a 16-digit number, will not provide access to the Annual Meeting site. Requests for registration and submission of legal proxies should be labeled as “Legal Proxy” and must be received by AST no later than 5 p.m., Eastern Time, on May 1, 2023. All such requests should be submitted (1) by email to proxy@equiniti.com, (2) by facsimile to (718) 765-8730, or (3) by mail to American Stock Transfer & Trust Company, LLC, Attn: Proxy Tabulation Department, 6201 15th Avenue, Brooklyn, NY 11219. Obtaining a legal proxy may take several days and stockholders are advised to register as far in advance as possible. Once you have obtained your 11-digit control number from AST, please follow the steps set forth above for “Record Holders” to attend the Annual Meeting.

A summary of the information you need to attend the Annual Meeting online is provided below:

•Any stockholder can attend the Annual Meeting by visiting www.proxydocs.com/PALT https://web.lumiagm.com/207490181 and following the instructions on your proxy card.

•We encourage you to access the Annual Meeting online prior to its start time.

•The Annual Meeting starts at 9:00 a.m., Eastern Time.

•Stockholders may vote electronically and submit questions online while attending the Annual Meeting.

•Please have the Control Numbercontrol number printed on your proxy card we have provided to you to join the Annual Meeting.

What is the record date and what does it mean?

The record date determines the stockholders that are entitled to notice of, and to vote at, the Annual Meeting. The record date for the Annual Meeting is 5:00 p.m., Eastern Time, on March 29, 202127, 2023 (the “Record Date”). The Record Date was established by our Board of Directors as required by Delaware law. As of the Record Date, 6,906,454 9,222,157shares of our Common Stock,common stock, excluding shares held by us as treasury stock, were issued and outstanding.

Who is entitled to vote at the Annual Meeting?

Only the holders of Common Stockcommon stock at 5:00 p.m., Eastern Time, on the Record Date may vote at the Annual Meeting.

What are the voting rights of the stockholders?

Each holder of Common Stockcommon stock is entitled to one vote per share of Common Stockcommon stock on all matters to be acted upon at the Annual Meeting. Neither our Charter nor our Amended and Restated By-Laws, as amendedBylaws (the “By-Laws”“Bylaws”), allow for cumulative voting rights.

The presence, in person or by proxy, of the holders of a majority of the issued and outstanding shares of Common Stockcommon stock entitled to vote at the Annual Meeting is necessary to constitute a quorum to transact business. If a quorum is not present or represented at the Annual Meeting, the stockholders present in person or by proxy and entitled to vote at the Annual Meeting may adjourn or recess the Annual Meeting from time to time until a quorum is present or represented, but no business may be transacted at any adjourned meeting except which could have been lawfully transacted had the meeting not been adjourned. Pursuant to our By-Laws,Bylaws, for the purposes of this virtual Annual Meeting, presence “in person” is satisfied by being present online during the audio webcast at www.proxydocs.com/PALThttps://web.lumiagm.com/207490181.

Who counts the votes?

All votes will be tabulated by EQ Shareowner Services,AST, the inspector of election appointed for the Annual Meeting, or its substitute. Votes for each proposal will be tabulated separately.

Can I vote my stock online at the Annual Meeting?

Yes. If you are a stockholder of record, you may vote your stock at the virtual meeting by completing a ballot online at the Annual Meeting at www.proxydocs.com/PALThttps://web.lumiagm.com/207490181. See “What do I need to do to attend the virtual Annual Meeting?” and “How do I vote my stock?” above for more information.

If you hold your stock in “street name,” you may vote your stock online only if you obtain a proxy issued by your bank, broker or other nominee giving you the right to vote the stock.

•voting by telephone or via the Internet as instructed in your proxy card (only your latest telephone or Internet proxy is counted); or

•giving written notice of revocation to the Company addressed to the Company’s Corporate Secretary at the Company’s address above, which notice must be received before noon, Eastern Time, on April 28, 2021.May4, 2023.

If you are a “street name” holder, your bank, broker or other nominee should provide instructions explaining how you may change or revoke your voting instructions.

Are there any other matters to be acted upon at the Annual Meeting?

Management does not intend to present any business at the Annual Meeting for a vote other than the matters set forth in the Notice and has no information that others will do so. If other matters requiring a vote of the stockholders properly come before the Annual Meeting, it is the intention of the persons named in the accompanying form of proxy to vote the stock represented by the proxies held by them in accordance with applicable law and their discretion on such matters.

CORPORATE

ENVIRONMENTAL, SOCIAL AND SOCIAL RESPONSIBILITYGOVERNANCE HIGHLIGHTS

Our mission at Paltalk, Inc. has always been to provide innovative products and services to help our users communicate virtually in a safe and secure way. We also believe that we have a responsibility to the communities and the environment in which we operate, and we believe that operating our company in an environmentally and socially responsible manner will help drive the long-term growth of our business. Our social and environmental initiatives are an integral part of how we operate and are intended to foster a culture where our employees are proud of the company for which they work. We attempt to fulfill our social and environmental responsibilities in many ways, including by adhering to the beliefs and taking the actions set forth below:

PROPOSAL 1: ELECTION OF DIRECTORS

The Board of Directors has nominated five directors, Jason Katz, Kara Jenny, Yoram “Rami” Abada, Lance Laifer and John Silberstein for election at the Annual Meeting by the stockholders (collectively, the “Director Nominees” and each, a “Director Nominee”).

The number of members of our Board of Directors may be fixed from time to time by the majority of the entire Board of Directors and currently consists of five directors.

Each director that is elected at a future annual meeting of stockholders, and each director that is elected to fill a vacancy or newly created directorship, shall hold a term of office that expires at the next annual meeting of stockholders and until his or her successor has been duly elected and qualified. The Board of Directors has nominated each Director Nominee for election as a director to serve for a term expiring at the annual meeting of stockholders to be held in 20222024 or until his or her respective successor is duly elected and qualified.

To be elected as a director, the Director Nominees must receive a plurality of the votes cast by the stockholders entitled to vote for the election of directors. Should the Director Nominees become unable or unwilling to accept nomination or election, the proxy holders may vote the proxies for the election, in his or her stead, of any other person the Board of Directors may nominate or designate. The Director Nominees have each expressed an intention to serve the entire term for which election is sought.

Directors and Director Nominees

The following table sets forth the name, age and position of the directors currently serving on our Board of Directors and the Director Nominees:

When considering whether the Director Nominees have the experience, qualifications, attributes and skills, taken as a whole, to enable the Board of Directors to satisfy its oversight responsibilities effectively in light of our business and structure, the Board of Directors focused primarily on the information discussed in the directors’ individual biographies set forth below.

Yoram “Rami” Abada was appointed as a member of our Board of Directors in October 2016. Mr. Abada previously served as the President of Factory Direct Enterprises, one of the largest licensees of Ashley Furniture Home stores from March 2015 until March 2016. Prior to then, Mr. Abada served in a variety of roles at Jennifer Convertibles Inc., a specialist sofa bed chain headquartered in New York, where he began his career in 1982 and worked until September 2014. Most recently, Mr. Abada served as Jennifer Convertibles, Inc.’s President, Chief Financial Officer and Chief Operating Officer, as well as a member of its board of directors, from September 1999 until 2014. From 1997 until 2003, Mr. Abada served as a member of the board of directors of CCA Industries, Inc., a public company engaged in the manufacture and distribution of health and beauty aid products, and Mr. Abada currently serves as a member of the board of directors of 168 5th Avenue Realty Corp., a privately held real estate corporation. Mr. Abada holds a B.B.A. from the Bernard Baruch College of the City University of New York.

Mr. Abada’s background and experience as a lead executive officer and board member of public and private companies provides him with extensive knowledge of, and insights into, financial reporting and oversight, corporate strategy and board functions.

Jason Katz has served as our Chairman of the Board of Directors, President and Chief Operating Officer since October 2016 and as our Chief Executive Office since December 2019. Mr. Katz is the founder of A.V.M. Software, Inc. (d/b/a Paltalk) (“AVM”) and served as its Chief Executive Officer and as a member of its Board of Directors from 1998 through the completion of PeerStream’s merger with AVM, pursuant to which SAVM Acquisition Corporation, PeerStream’s wholly owned subsidiary, merged with and into AVM, with AVM surviving as a wholly owned subsidiary

Mr. Katz oversaw the strategic direction of AVM and its subsidiaries, and also managed its system infrastructure. Mr. Katz is an authority on instant messaging as well as web-based voice and video. Mr. Katz has appeared at numerous industry forums as well as on Bloomberg Radio and CNN Radio. Prior to AVM, Mr. Katz co-founded MJ Capital, a money management firm. Earlier in his career, Mr. Katz was a corporate lawyer at the New York office of Fulbright & Jaworski. Mr. Katz earned a J.D. from the New York University School of Law (1988) and a B.A. in Economics from the University of Pennsylvania (1985).

Mr. Katz’s background and expertise as the Chief Executive Officer of AVM and decades of industry experience provides our Board of Directors with valuable industry insight and management expertise.

Lance Laifer was appointed as a member of our Board of Directors in October 2016. Mr. Laifer served as a member of AVM’s Board of Directors from 1999 through the completion of the AVM Merger in October 2016. Mr. Laifer has also served as the Chief Executive Officer of Blue Frog Open Track Media Management since 2018 and each of Old Forge Media Management and Old Forge Asset Management (together, “Old Forge”), a network of social media advertising and marketing companies, since 2013 and 2011, respectively, as well as the Chief Executive Officer of Laifer Capital Management, Inc., an investment firm, since 1992. Prior to his service at Old Forge, Mr. Laifer was the Chief Executive Officer of Wapiti Capital Management, LLC. Mr. Laifer also served on the board of directors of ValueVision from 1992 to 1995.

Mr. Laifer’s decades of experience provide him with unique investment and capital market insights, as well as background analyzing the risks and strategies of companies in the social media industry.

Kara Jenny was appointed as our Chief Financial Officer in December 2019 and as a member of our Board of Directors in November 2020. Ms. Jenny has over 20 years of senior financial expertise. During her career, Ms. Jenny has created overall corporate strategy and managed financial and accounting operations, including SEC and Sarbanes-Oxley compliance efforts. She has also overseen customer service, operations and legal functions as well as led strategic and annual planning processes and has been a key contributor in facilitating several rounds of equity financing, including preferred stock offerings, private investments in public equity, rights offerings and common stock offerings. Most recently, and since 2014, Ms. Jenny was Chief Financial Officer of Walker Innovation, a publicly traded intellectual property company. Previously, she was the Chief Financial Officer of Bluefly, Inc., an online retailer of designer apparel and accessories at a value. Ms. Jenny began her career at Arthur Andersen LLP and is a Certified Public Accountant and a member of the American Institute of Certified Public Accountants. She was selected to join the SEC’s Advisory Committee Member on Small and Emerging Companies and served on the Committee from 2011 until 2013.

Ms. Jenny’s background as the Chief Financial Officer of Bluefly, Inc. and Walker Innovation, as well as her decades of experience overseeing financial and accounting operations provide her with valuable insight into financial strategy and management of compliance processes.

John Silberstein was appointed as a member of our Board of Directors in October 2016. Mr. Silberstein was a member of AVM’s Board of Directors from 1999 through the completion of the AVM Merger in October 2016 and was General Counsel of AVM from 2000 to 2003. He began his career in October 1986 as a real estate attorney at Skadden, Arps, Slate, Meagher & Flom, and in April 1989 began working for The Mendik Company, which with its partners, owned and managed a portfolio of twelve million square feet of Class A commercial office buildings in New York City and its suburbs. After leaving The Mendik Company, from February 1999 to April 2005, Mr. Silberstein served as co-managing member of Five Spruce GP LLC, the managing member of a real estate company that acquired and subsequently sold eight residential apartment buildings in New York City. Most recently, Mr. Silberstein taught high school English at The Rivers School in Weston, Massachusetts from September 2010 to June 2016. Mr. Silberstein earned a B.A. from Brown University and a J.D. from New York University School of Law.

Mr. Silberstein’s experience representing AVM and other companies in complex and sophisticated matters, as well as his expertise in real estate acquisition and management, provides him with unique insights into business strategy and leadership.

Each of our Director Nominees is currently serving on our Board of Directors. There are no agreements or understandings between our directors and executive officers or any other person pursuant to which they were selected as a director or executive officer. In addition, there are no family relationships between our directors and any of our executive officers.

Board Skills, Experience and Diversity

At Paltalk, Inc. we value diversity throughout our Company, including on our Board of Directors, and seek to achieve a mix of directors that represent a diversity of background and experience. We believe that diversity among the members of our Board of Directors is an integral component of effective corporate governance, improves the quality of decision-making and strategic vision and represents the kind of company we aspire to be. We believe our Board of Directors is representative of a diverse group of backgrounds and viewpoints.

The table below summarizes certain key qualifications, skills and attributes possessed by our directors that support their respective contributions to our Board of Directors. A check mark indicates a specific area of focus or expertise on which the Board of Directors particularly relies. Not having a check mark does not mean the director does not possess that qualification or skill. Our directors’ biographies above describe each director’s background and relevant experience in more detail.

In accordance with The Nasdaq Stock Market, LLC (“Nasdaq”) Listing Rule 5606, the following chart sets forth certain self-identified personal demographic characteristics of our directors.

Vote Required

To be elected as a director, the Director Nominees must receive a plurality of the votes cast by the stockholders entitled to vote for the election of directors.

Meetings of the Board of Directors and Committees

The Board of Directors held sevensix meetings in 2020.and acted eight times by unanimous written consent during the 2022 fiscal year. During 2020,2022, each director attended 75% or more of the aggregate number of meetings held by the Board of Directors and the committees of the Board of Directors on which such director served, if any, during the period for which such person served as a director. We have not adopted a formal policy regarding director attendance at our annual stockholder meetings; however, we encourage members of the Board of Directors to attend such meetings. JasonMr. Katz, Ms. Jenny, Mr. Laifer, Mr. Abada and Yoram Abada,Mr. Silberstein, representing twoall of our five directors at the time of our 20202022 annual meeting of stockholders, attended the 20202022 annual meeting.

Audit Committee

The audit committee consists of Mr. Abada, Mr. Laifer and Mr. Silberstein. Mr. Abada currently serves as the chairman of the audit committee. Our Board of Directors has determined that each of Mr. Abada, Mr. Laifer and Mr. Silberstein is independent under The Nasdaq Stock Market LLC (“NASDAQ”) listing standards and Rule 10A-3(b)(1) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Our Board of Directors has also determined that each member of our audit committee can read and understand fundamental financial statements in accordance with applicable requirements. In arriving at these determinations, the Board of Directors has examined each audit committee member’s scope of experience and the nature of their current and prior employment.

The functions of the audit committee include:

•selecting a qualified firm to serve as the independent registered public accounting firm to audit our financial statements;

•helping to ensure the independence and performance of the independent registered public accounting firm;

•discussing the scope and results of the audit with the independent registered public accounting firm, and reviewing, with management and the independent accountants, our interim and year-end operating results;

•developing procedures for employees to submit concerns anonymously about questionable accounting or audit matters;

•reviewing our policies on risk assessment and risk management;

•reviewing and approving related party transactions and keeping the independent auditors informed of the audit committee’s understanding of our relationships and transactions with related parties;

•obtaining and reviewing a report by the independent registered public accounting firm, as necessary, that describes our internal quality-control procedures, any material issues with such procedures, and any steps taken to deal with such issues when required by applicable law;

•approving (or, as permitted, pre-approving) all audit and all permissible non-audit services, other than de minimis non-audit services, to be performed by the independent registered public accounting firm; and

•monitoring compliance with our Code of Business Conduct and Ethics and investigating all reported complaints and allegations concerning violations of such code.

Pursuant to the audit committee charter, the audit committee has the authority to delegate all or a portion of its duties and responsibilities to a subcommittee of the audit committee. Our Board of Directors has designated Mr. Abada as an “audit committee financial expert” as defined under the applicable SEC rules and determined that he has accounting or related financial management expertise as required under the applicable NASDAQNasdaq rules. A copy of the audit committee charter is available on our website at www.investors.paltalk.com/corporate-governance. The audit committee held eightfour meetings during the 20202022 fiscal year.

the Exchange Act. The compensation committee, with input from our Chief Executive Officer, reviews and approves, or recommends that our Board of Directors approve, the compensation of our directors and executive officers. A copy of the compensation committee charter is available on our website at www.investors.paltalk.com/corporate-governance-governance. The compensation committee held four meetingsdid not meet during the 20202022 fiscal year.year but acted two times by unanimous written consent.

The functions of the compensation committee include:

•reviewing and approving, or recommending that our Board of Directors approve, the compensation of our executive officers;

•reviewing and recommending that our Board of Directors approve the compensation of our directors;

•reviewing and approving, or recommending that our Board of Directors approve, the terms of compensatory arrangements with our executive officers;

•administering our stock and equity incentive plans;

•reviewing and approving, or recommending that our Board of Directors approve, incentive compensation and equity plans;

•reviewing and establishing general policies relating to compensation and benefits of our employees and reviewing our overall compensation philosophy; and

•engaging with stockholders and proxy advisory firms on executive compensation matters.

Pursuant to the compensation committee charter, the compensation committee has the authority to delegate all or a portion of its duties and responsibilities to a subcommittee of the compensation committee. The compensation committee does not engage an independent compensation consultant because it does not believe one is necessary or cost efficient for a company our size.

Nominating and Corporate Governance Committee

We currently do not have aThe nominating and corporate governance committee consists of Messrs. Abada, Silberstein and Laifer. Mr. Silberstein currently serves as the independent memberschairman of our Board of Directors perform the principal functions of a nominating and corporate governance committee. In the past, we have elected not to have aThe nominating and corporate governance committee because we did not believe one has been necessary or cost efficient for a company of our size. However, we expect to establish a nominating and corporate governance committee in the future if we list our Common Stock on The Nasdaq Capital Market.

Our Board of Directors has designated the independent directors of the Board of Directors, Messrs. Abada, Silberstein, and Laifer, as well as any future members of the Board of Directors that qualify as independent directors (collectively, the “Nominating Directors”), as the independent directorsis responsible for, among other things, (i) determining the qualifications, qualities and skills required to be a director of the Company and evaluating, selecting and approving nominees to serve as directors, (ii) periodically reviewing, assessing and making recommendations for changes to the Board of Directors and its committees and (iii) overseeing the process for evaluation of the Board of Directors.

Pursuant to the nominating and corporate governance committee charter, the nominating and corporate governance committee has the authority to delegate all or a portion of its duties and responsibilities to a subcommittee of the nominating and corporate governance committee. In addition, the Nominating Directors havenominating and corporate governance committee has unrestricted access to and assistance from our officers, employees and independent auditors and the authority to employ experts, consultants and professionals to assist with performance of their duties. A copy of the nominating and corporate governance committee charter is available on our website at www.investors.paltalk.com/corporate-governance. The nominating and corporate governance did not meet during the 2022 fiscal year.

The Nominating Directorsnominating and corporate governance committee also considerconsiders director nominees put forward by stockholders. Our By-LawsBylaws contain provisions that address the process by which a stockholder may nominate an individual to stand for election to the Board of Directors at the Annual Meeting.annual meeting. To recommend a nominee for election to the Board of Directors, a stockholder must submit his or her recommendation to the Corporate Secretary, Wilmary Soto-Guignet,Kara Jenny, at the address appearing on the first page of this Proxy Statement. Such nomination must satisfy the notice, information and consent requirements set forth in our By-LawsBylaws and must be received by us prior to the date set forth under “Submission“Submission of Future

the beneficial owners, if any, on whose behalf the nomination is being made. Stockholder recommendations provided to the Corporate Secretary and received in accordance with the advance notice provisionprovisions in our By-LawsBylaws will be considered and evaluated by the Nominating Directorsnominating and corporate governance committee in the same manner as candidates recommended from other sources.

The Nominating Directors donominating and corporate governance committee does not have any specific minimum qualifications that director nominees must have in order to be considered to serve on the Board of Directors. However, the Nominating Directors donominating and corporate governance committee does take into consideration areas of expertise that director nominees may be able to offer, including professional experience, knowledge, abilities and industry knowledge or expertise. The Nominating Directorsnominating and corporate governance committee also considerconsiders the director nominees’ potential contribution to the overall composition and diversity of the Board of Directors.

Board Leadership Structure and Role in Risk Oversight

The positions of Chairman of the Board of Directors and Chief Executive Officer are currently fulfilled by one individual, with Jason Katz serving as our Chairman of the Board of Directors and as our Chief Executive Officer. Pursuant to our By-Laws,Bylaws, the Board of Directors is responsible for appointing the Chairman of the Board of Directors and the Chief Executive Officer. Our By-LawsBylaws permit the Chairman to also hold the position of Chief Executive Officer. The Board of Directors selects its Chairman and our Chief Executive Officer in the manner it considers to be in the best interests of the Company. In accordance with our By-laws,Bylaws, the Board of Directors considers from time to time whether it is in the best interests of the Company to have the same person occupy the offices of Chairman of the Board of Directors and Chief Executive Officer, using its business judgment after considering all relevant circumstances. Our Board of Directors has determined that it is in the best interests of the Company and its stockholders at this time to have both (i) a combined Chairman and Chief Executive Officer role and (ii) a Board of Directors comprised of a majority of independent directors.

Jason Katz has served as our Chief Executive Officer since December 2019 and as our President, Chief Operating Officer and Chairman of the Board of Directors since October 2016. The Board of Directors believes, at this time, that this structure is appropriate and in the best interests of the Company and its stockholders. Specifically, the Board acknowledges that Mr. Katz has significant experience managing the Company’s business operations and the Board wants to preserve this continuity. Although the Board of Directors believes that this current leadership structure is appropriate at this time, the Board of Directors also believes that there is no specific leadership structure that best applies to all companies, nor is there one specific leadership structure that would permanently suit our Company. As a result, the decision as to whether to combine or separate the positions of Chairman and Chief Executive Officer may vary from time to time, as conditions and circumstances warrant.

We do not currently have a lead independent director. We have elected not to have a lead independent director because we do not believe one has been necessary noror that it is cost efficient for a company of our size, and we do not expect to establish a lead independent director in the foreseeable future.

Our Board of Directors is primarily responsible for overseeing the Company’s risk management processes. The Board of Directors receives periodic reports from management concerning the Company’s assessment of risks. The Board of Directors focuses on the most significant risks facing the Company, including risks related to cybersecurity, the Company’s general risk management strategy and whether any of our compensation policies and practices create risks to our risk management practices or provide incentives to our executives and other employees to take risks that are reasonably likely to have a material adverse effect on us. While the Board of Directors oversees the Company’s risk management, the Company’s management is responsible for day-to-day risk management processes. We believe that having Mr. Katz serve in both capacities is the most effective approach for addressing the risks facing our companyCompany and that the structure of our Board of Directors supports this approach.

Director Independence

Although our Common Stock is currently quoted onNasdaq rules require that a majority of the OTCQB marketplace,members of our Board of Directors has adopted the definitionbe independent directors. Our Board of independence set forth under NASDAQ listing standards. In undertakingDirectors recently undertook its annual review onof director independence in accordance with the applicable Nasdaq rules. The independence rules include a series of objective tests, including that the director is not employed by the Company and has not engaged in various types of business dealings with the Company. In addition, our Board of Directors consideredis required to make a subjective determination as to each independent director that no relationships exist that, in the transactions and relationships betweenopinion of our directors and any memberBoard of their families andDirectors, would interfere with the Company.exercise of independent judgment in carrying out the responsibilities of a director. Based upon these standards and the consideration of the information and the transactions and relationships discussed below, our Board of Directors determined that Yoram “Rami” Abada, Lance Laifer and John Silberstein are independent, and that Jason Katz and Kara Jenny are not independent under such standards.

Policies and Procedures for Approving Related Party Transactions

Our Board of Directors adopted a written Related Party Transactions Policy on April 19, 2012. In accordance with the Related Party Transactions Policy, all Related Party Transactions (as defined herein) must be reported to our Chief Executive Officer or Chief Financial Officer and must be reviewed and approved by our audit committee. In determining whether to approve, recommend or ratify a Related Party Transaction, the reviewing party will take into account, among other factors it deems appropriate, (i) whether the terms of the Related Party Transaction are fair to the Company, (ii) whether there are business reasons for the Company to enter into the Related Party Transaction, (iii) whether the Related Party Transaction would impair the independence of an outside director and (iv) whether the Related Party Transaction would present an improper conflict of interest for any of our directors or executive officers.

A “Related Party Transaction” means a transaction (including any series of related transactions or a material amendment or modification to an existing Related Party Transaction) directly or indirectly involving any Related Party that would need to be disclosed under Item 404(a) of Regulation S-K. Generally, under Item 404 of Regulation S-K, we are required to disclose any transaction occurring since the beginning of the last two fiscal years, or any currently proposed transaction, involving us or our subsidiary where the amount involved exceeds $120,000, and in which any Related Party had or will have a direct or indirect material interest.

A “Related Party” means any of the following: (i) any of our directors or Director Nominees; (ii) any of our executive officers; (iii) a person known by us to be the beneficial owner of more than 5% of our Common Stockcommon stock or (iv) an immediate family member of any of the foregoing.

Code of Conduct

We have a Code of Conduct, which is applicable to all our officers, directors and employees. The Code of Conduct addresses, among other things, record retention, conflicts of interest, business opportunities, gifts or favors, proprietary information and disciplinary measures.

A copy of our Code of Conduct is available on our website at www.investors.paltalk.com/corporate-governance.

We intend to disclose any amendments to our Code of Conduct on our website at www.investors.paltalk.com/corporate-governance.

Insider Trading Policy; Prohibition on Hedges and Pledges

We have an insider trading policy that prohibits our directors, executive officers, employees, independent contractors and consultants from the purchasing or selling our securities while being aware of material, non-public information about the Company as well as disclosing such information to others who may trade in securities of the Company. Our insider trading policy also prohibits our directors, executive officers, employees, independent contractors and consultants from engaging in hedging activities or other short-term or speculative transactions in the Company’s securities such as short sales, options trading, holding the Company’s securities in a margin account or pledging the Company’s securities as collateral for a loan, without the advance approval of our Chief Executive Officer and Chief Financial Officer.

DIRECTOR COMPENSATION

The following table provides compensation information for the year ended December 31, 20202022 for each member of our Board of Directors during the fiscal year ended December 31, 2020,2022, except for (i) Jason Katz, our current Chief Executive Officer and Chairman of the Board, and (ii) Kara Jenny, our current Chief Financial Officer, both of whom did not receive any compensation for their service as a director in 20202022 and whose compensation is reported in “Executive“Executive Compensation — Summary Compensation Table”Table” below. Messrs. Jones and Levit resigned from the Board of Directors effective May 14, 2020 and November 24, 2020, respectively.

Director Compensation Table

Fiscal Year 20202022

____________

(1)As of December 31, 2020,2022, none of our directors held any outstanding stock awards.

(2)Represents the amount recognized for financial statement reporting purposesaggregate grant date value computed in accordance with Accounting Standards Codification 718, Compensation — Stock Compensation (“ASC 718”)., with the exception that the amounts shown assume no forfeitures. A discussion of the assumptions used in the calculation of these amounts is included in Note 7, “Stockholders’ Equity” in the annual consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2022 filed with the SEC on March 23, 2023.

(3)The aggregate amount of unexercised stock options held by each director listed in the table above as of December 31, 20202022 was as follows:

(4)Represents the grant date fair market value of a stock option granted on March 25, 202028, 2022 that represents the right to purchase 6,0008,000 shares of Common Stock,common stock, all of which have vested and remain unexercised.

(5)      RepresentsIn 2022, the fair market value of a stock option granted on March 25, 2020 that represents the right to purchase 6,000 shares of Common Stock. Effective November 24, 2020, Mr. Levit resigned from the Board of Directors. In connection with Mr. Levit’s resignation, the shares of Common Stock underlying the stock option that were unvested were automatically forfeited, and the shares of Common Stock underlying the stock option that had vested were forfeited following a 90-day post-resignation exercise period.

In February 2017, our Board of Directors authorized and approved payment of the following compensation to each independent member of our Board of Directors (other than Mr. Jones, whose compensation is discussed below), effective upon the closing of the AVM Merger: (i) an annual cash retainer fee of $15,000 to each independent director; (ii) additional cash compensation of $4,000 for service on a committee; and (iii) independent director committee chair cash compensation (to be paid in addition to the $4,000 cash fee for committee service) as follows: (a) audit committee chair — $6,000 and (b) compensation committee chair — $4,000. In order to attract and retain Mr. Jones, who was appointed as a member of our Board of Directors in November 2017, the Board of Directors determined that Mr. Jones would not be compensated pursuant to the Company’s compensation standards for other independent directors, but instead would be entitled to receive a cash fee of $60,000 per year.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table and accompanying footnotes set forth as of the Record Date certain information regarding the beneficial ownership of shares of our Common Stockcommon stock by: (i) each person who is known by us to own beneficially more than 5% of such stock; (ii) each member of our Board of Directors, each Director Nominee and each of our named executive officers with respect to the year ended December 31, 20202022 and (iii) all of our directors and executive officers as a group. Except as otherwise indicated, all Common Stockcommon stock is owned directly, and the beneficial owners listed in the table below possess sole voting and investment power with respect to the stock indicated and the address for each beneficial owner is c/o Paltalk, Inc., 30 Jericho Executive Plaza, Suite 400E, Jericho, New York 11753. The applicable percentage ownership is based on 6,906,454 9,222,157shares of our Common Stock,common stock, excluding shares held by the Company as treasury stock, issued and outstanding as of the Record Date. In computing the number of shares of Common Stockcommon stock beneficially owned by a person and the percentage ownership of that person, we consider all shares of unvested restricted stock to be outstanding because the holders of unvested restricted stock have the right to vote such stock.

____________

*Less than 1%.

(1)For purposes of this table, a person or group of persons is deemed to have beneficial ownership of any shares of Common Stockcommon stock that such person has the right to acquire within 60 days of the date of the Record Date, including through the exercise of stock options. For purposes of computing the percentage of outstanding shares of the Company’s Common Stockcommon stock held by each person or group of persons named above, any Common Stockcommon stock that such person or persons has the right to acquire within 60 days of the date of the Record Date is deemed to be outstanding but is not deemed to be outstanding for the purpose of computing the percentage ownership of any other person.

(2)Includes 201,265shares of Common Stockcommon stock held by Mr. Katz’s spouse that may be deemed to be beneficially owned by Mr. Katz. Mr. Katz disclaims beneficial ownership of these shares and nothing herein shall be deemed an admission that Mr. Katz is the beneficial owner of these shares for any purpose. Does not include unvested performance-based stock options becauseIncludes the satisfaction of the underlying performance criteria isvested or deemed to be outside of the executive’s control.

(3)      Includes the vested portion of a stock option representing the right to purchase 75,000shares of Common Stockcommon stock granted on March 28, 2022, of which 47,913 shares have vested and 4,166 will vest within 60 days of the Record Date.

(3)Includes the vested or deemed vested portion of (i) a stock option representing the right to purchase 75,000shares of common stock granted on December 9, 2019, of which 18,75056,250 shares have vested.vested and (ii) a stock option representing the right to purchase 60,000 shares of common stock granted on March 28, 2022, of which 38,337 shares have vested and 3,334 will vest within 60 days of the Record Date.

(4)      Mr. Vakil was separated from the Company effective April 23, 2020. The amount reported is based solely on the Company’s records and Mr. Vakil’s most recently filed Form 4.

(5)      Includes the vested or deemed vested portion of (i) a stock option representing the right to purchase 6,000shares of Common Stockcommon stock granted on February 2, 2017, all of which have vested, (ii) a stock option representing the right to purchase 6,000 shares of Common Stockcommon stock granted on February 16, 2018, all of which have vested, (iii) a stock option representing the right to purchase 6,000 shares of Common Stockcommon stock granted on January 11, 2019, all of which have vested, (iv) a stock option representing the right to purchase 6,000 shares of Common Stockcommon stock granted on March 25, 2020, all of which have vested, and (v) a stock option representing the right to purchase 8,000 shares of Common Stockcommon stock granted on March 26, 2021, all of which have vested, (vi) a stock option representing the right to purchase 8,000 shares of common stock granted on March 28, 2022, all of which have vested and (vii) a stock option representing the right to purchase 8,000 shares of common stock granted on March 28, 2023, of which 2,000 shares have vested will vest within 60 days of the Record Date.

stock option representing the right to purchase 8,000shares of common stock granted on March 28, 2022, all of which have vested and (vii) a stock option representing the right to purchase 8,000 shares of common stock granted on March 28, 2023, of which 2,000 shares have vested will vest within 60 days of the Record Date. Also includes (i) 387,869354,109 shares of Common Stockcommon stock held by Hilltop Partners, L.P. and (ii) 14,486 shares of Common Stockcommon stock held by Hilltop Offshore, Ltd. Mr. Laifer is the sole director and principal stockholder of Laifer Capital Management, Inc. (“LCM”), which has the sole power to vote and to direct the voting of, and to dispose and to direct the disposition of, the shares of the Company’s Common Stockcommon stock beneficially owned by Hilltop Partners, L.P. (of which LCM serves as general partner and investment adviser) and Hilltop Offshore, Ltd. (of which LCM serves as investment adviser).

(7)      (6)Includes the vested or deemed vested portion of (i) a stock option representing the right to purchase 6,000shares of Common Stockcommon stock granted on February 16, 2018, all of which have vested, (ii) a stock option representing the right to purchase 6,000 shares of Common Stockcommon stock granted on January 11, 2019, all of which have vested, (iii) a stock option representing the right to purchase 6,000 shares of Common Stockcommon stock granted on March 25, 2020, all of which have vested, and (iv) a stock option representing the right to purchase 8,000 shares of Common Stockcommon stock granted on March 26, 2021, all of which have vested, (v) a stock option representing the right to purchase 8,000 shares of common stock granted on March 28, 2022, all of which have vested and (vi) a stock option representing the right to purchase 8,000 shares of common stock granted on March 28, 2023, of which 2,000 shares have vested will vest within 60 days of the Record Date. Also includes 10,202 shares of Common Stockcommon stock held by MLS Family Investors LLC (“MLS”). Mr. Silberstein is the sole manager of MLS and owns approximately 15% of the interest in MLS, and he is co-trustee of JJS New Trust B u/w/o Murray L. Silberstein,utd 12/31/2001, a trust of which Mr. Silberstein is a beneficiary, which owns approximately 55%18% of the interest in MLS. As a result, Mr. Silberstein may be deemed to beneficially own the shares of Common Stockcommon stock held by MLS. Mr. Silberstein disclaims beneficial ownership of the shares held by MLS except to the extent of his pecuniary interest therein and nothing herein shall be deemed an admission that Mr. Silberstein is the beneficial owner of these shares for any purpose. Also includes 43 shares of Common Stockcommon stock held by Mr. Silberstein’s spouse that may be deemed to be beneficially owned by Mr. Silberstein. Mr. Silberstein disclaims beneficial ownership of the shares held by his spouse and nothing herein shall be deemed an admission that Mr. Silberstein is the beneficial owner of these shares for any purpose.

(8)      (7)Includes the vested or deemed vested portion of (i) a stock option representing the right to purchase 2,000shares of Common Stock beneficially owned by eachcommon stock granted on February 1, 2017, all of which have vested and (ii) a stock option representing the right to purchase 15,000 shares of common stock granted on March 28, 2022, of which 5,000 shares have vested and 2,500 shares will vest within 60 days of the officers and directors listed immediately above but excludes the shares of Common Stock beneficially owned by Mr. Vakil, as Mr. Vakil was not executive officer as of the date of this Proxy Statement.Record Date.

(9)      (8)Based on the information contained in the Schedule 13D13D/A filed with the SEC on October 17, 2016 and updated to give effect to the 1-for-35 reverse stock split of the Company’s issued and outstanding Common Stock effected by the Company on January 5, 2017 (the “2017 Reverse Stock Split”), and the distribution of escrow shares from AVM Merger.22, 2021. The principal address of The J. Crew Delaware Trust A is c/o J.P. Morgan Trust Company of Delaware, Trustee, 500 Stanton-Christiana Road, DE3-1600, Newark, Delaware 19713.

(10)    Based solely on the information contained in the Schedule 13G/A filed with the SEC on February 12, 2018. The principal address of Perry Scherer is 338 Jericho Turnpike, Suite 182, Syosset, New York 11791.

(11)    Based on the information contained in the Schedule 13D filed with the SEC on October 17, 2016 and updated to give effect to the 2017 Reverse Stock Split and the distribution of escrow shares from the AVM Merger. Mr. Laifer is the sole director and principal stockholder of LCM, which has the sole power to vote and to direct the voting of, and to dispose and to direct the disposition of, the shares of the Company’s Common Stock beneficially owned by Hilltop Partners, L.P. (of which LCM serves as general partner and investment adviser). As a result, the shares of Common Stock held by Hilltop Partners, L.P. are also reported in this table as being beneficially owned by Mr. Laifer.

(12)    Based on the information contained in the Schedule 13G filed with the SEC on October 17, 2016 and updated to give effect to the 2017 Reverse Stock Split and the distribution of escrow shares from the AVM Merger. The principal address of Jen-Jen Yeh is 180 Park Row, Apt. 3C, New York, N.Y. 10038.

(13)    Based on the information contained in the Schedule 13D/A filed with SEC on February 24, 2021. The principal address of Clifford Lerner is 406 Links Drive, Roslyn, New York 11576.

There are no arrangements currently known to us, the operation of which may at a subsequent date result in a change of control of the Company.

EXECUTIVE OFFICERS

Below is information regarding each of our current executive officers. Executive officers are elected annuallyappointed by the Board of Directors to serve at the discretion of the Board of Directors until their successor is duly elected and qualified or until their earlier death, resignation, or removal. There are no family relationships between any of our directors or executive officers.

Jason Katz serves as our Chief Executive Officer, President, Chief Operating Officer and Chairman of the Board of Directors. His business experience is discussed above in “Proposal 1 — Election of Directors.”

Kara Jenny serves as our Chief Financial Officer and as a member of the Board of Directors. Her business experience is discussed above in “Proposal 1 — Election of Directors.”

Adam Zalko was appointed as our Senior Vice President in February of 2023. In his capacity as Senior Vice President, Mr. Zalko drives the software vision and architecture to keep the Company modern and promotes new feature innovation. Mr. Zalko also helps oversee other Company functions, such as product development, marketing, IT, operations and customer service. Mr. Zalko previously served as the Vice President of Engineering from 2018 to February 2023, preceded by Manager of Development Operations of Snap Interactive, Inc. from 2016 to 2018. Prior to that, Mr. Zalko was a Developer at AVM Software from 2007 to 2016, initially as a Developer and then as a Senior Developer. Mr. Zalko received a B.S. in Software Engineering from the Florida Institute of Technology.

EXECUTIVE COMPENSATION

The following discussion provides compensation information pursuant to the scaled disclosure rules applicable to “smaller reporting companies” under SEC rules and may contain statements regarding future individual and Company performance targets and goals. These targets and goals are disclosed in the limited context of the Company’s compensation programs and should not be understood to be statements of management’s expectations or estimates of results or other guidance. We specifically caution stockholders not to apply these statements to other contexts.

Executive Compensation

Overview

The compensation program for our executive officers, as presented in the Summary Compensation Table below, is administered by our Board of Directors. The intent of our compensation program is to align our executives’ interests with those of our stockholders, while providing reasonable and competitive compensation.

The purpose of this Executive Compensation discussion is to provide information about the material elements of compensation that we pay or award to, or that is earned by: (i) the individuals who served as our principal executive officer during fiscal 2020;2022; (ii) our two most highly compensated executive officers, other than the individuals who served as our principal executive officer, who were serving as executive officers, as determined in accordance with the rules and regulations promulgated by the SEC, as of December 31, 2020,2022, with compensation during fiscal year 20202022 of $100,000 or more; and (iii) up to two additional individuals for whom disclosure would have been provided pursuant to clause (ii) but for the fact that such individuals were not serving as executive officers on December 31, 2020.2022. We refer to these individuals as our “named executive officers.” For 2020,2022, our named executive officers and the positions in which they served are:

•Jason Katz, our Chief Executive Officer;

•Kara Jenny, our Chief Financial Officer; and

•Arash Vakil,Adam Zalko, our former Chief Product Officer.Senior Vice President.

For 2020,2022, the compensation of our named executive officers consisted of salary, and an annual cash bonus and with respect to Mr. Vakil, severance payments,equity awards, which are discussed in further detail below.

Compensation of Named Executive Officers

The following discussion summarizes in more detail the executive compensation paid to or earned by our named executive officers in 2020.2022.

Base Salary.    

The following table sets forth the annual base salary of each of our named executive officers for 2020:2022:

____________

(1)There were no changes to Mr. Katz’s base salary during 2022.

(2)On January 28, 2022, the Board of Directors determined to increase Ms. Jenny’s annual base salary during 2020. Effective February 1, 2021,from $200,000 to $265,000 for fiscal year 2022 with an increase to $285,000 in fiscal year 2023.

(3)On January 28, 2022, the Board of Directors determined to increase Mr. Katz’sZalko’s annual base salary from $180,000$210,000 to $225,000.

(2)      There were no changes to Ms. Jenny’s annual base salary during 2020.

(3)      There were no changes to Mr. Vakil’s annual base salary during 2020. Mr. Vakil was separated from his position as the Company’s Chief Product Officer effective April 23, 2020. As a result of his separation, Mr. Vakil was paid a prorated portion of his base salary consistent with the corresponding number of days in which he was employed during 2020.$225,000 for fiscal year 2022.

Annual Bonuses.Bonuses

The following table sets forth the cash bonus each of our named executive officers received for their performance during 2022. The bonuses for each of Ms. Jenny and Mr. Zalko were paid on February 28, 2023.

____________

(1)Mr. Katz was entitled to a bonus of $25,000 under the 2022 Executive Bonus Plan (as defined below) but elected to voluntarily forgo his bonus.

Pursuant to his employment agreement, for 2020,2022, Mr. Katz was entitled to receive an annual cash bonus in an amount to be determined by the Board of Directors based on the achievement of performance metrics to be established jointly by the Board of Directors and Mr. Katz. Pursuant to her employment agreement, for 2020,2022, Ms. Jenny was entitled to receive an annual cash bonus of at least 25% of her base salary, with the specific amount to be based on the achievement of performance metrics to be determined by the compensation committee of the Board of Directors with input from Ms. Jenny. Mr. Vakil was not an employee of the Company on the date in which bonuses were paid and therefore, pursuant to his employment agreement, Mr. Vakil was not entitled to receive an annual cash bonus for 2020.

The following table sets forth the cash bonus each of our named executive officers received for their performance during 2020. The bonuses for each of Mr. Katz and Ms. Jenny were paid on January 31, 2021.

The Board of Directors considered a number of factors in determining the annual bonuses for 2020. These factors included, but were not limited to, the individual performance of each executive, the completion of strategic goals during 2020 and the operational and financial performance of the Company. As a result, the Board of Directors determined to award Mr. Katz an annual incentive bonus of $35,000 and award Ms. Jenny an annual incentive bonus of $40,000. We believe that the annual incentive bonuses awarded to our named executive officers in 2020 effectively balance the Company’s goals with the need to incentivize and retain our named executive officers through competitive compensation practices.

In January 2021,2022, the compensation committee recommended, and the Board of Directors approved, the 20212022 Executive Bonus Plan.Plan (the “2022 Bonus Plan”). Pursuant to the 2021 Executive2022 Bonus Plan, Mr. Katz and Ms. Jenny will bewere each eligible to receive the following: (i) a lump-sumcash bonuspayment equal to the product of (x) 2.5% multiplied by (y) the Company’s Adjusted EBITDA (calculated based on the amount of Adjusted EBITDA achievedreported on the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022); provided however, that each executive officer’s cash payment shall not exceed $75,000; (ii) a lump-sum cash payment equal to $25,000 if (x) the Company’s Adjusted EBITDA exceeded $100,000 and (y) the Company’s Revenue (as defined in the 2022 Bonus Plan) increased by at least 10% from the Company’s 2021 “Total revenue” as reported on the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021; and (iii) a lump-sum cash payment equal to (a) $25,000 if the Company’s Board of Directors approved the consummation by the Company forof a Strategic Transaction (as defined in the 20212022 Bonus Plan) during the 2022 fiscal year ranging from 1.875% to 2.5% of the amount of Adjusted EBITDA achieved. For purposes of the 2021 Executive Bonus Plan, “Adjusted EBITDA” is defined as net income (loss) adjusted to exclude net loss from discontinued operations, interest income, net, gain from the sale of secured communications assets, other expense, net, gain on the sale of the dating services business, income tax expense (benefit) from continuing operations, gain on office lease termination, impairment loss on goodwill, loss on disposal of property and equipment, depreciation and amortization expense, impairment loss on digital tokens and stock-based compensation expense, subject to further adjustment(b) $15,000 upon approval by the compensation committee in its sole discretion, as permittedBoard of Directors of a second Strategic Transaction thereafter entered into by the 2016 Plan (as defined below)Company during the 2022 fiscal year, but no payments would be awarded for among other things, events that areapproval of an unusual nature or indicate infrequency of occurrence.a third Strategic Transaction, if any. We believe the 20212022 Bonus Plan will advanceadvances our interests and the interests of our stockholders by providing our executive officers with incentive compensation that is tied to the achievement of pre-established, objective performance goals.

For fiscal year 2022, our Adjusted EBITDA for purposes of the 2022 Bonus Plan was a loss of $2.6 million and our Revenue for the purposes of the 2022 Bonus Plan was $10.7 million. Accordingly, the threshold requirements necessary for Mr. Katz and Ms. Jenny to achieve a bonus payout under clauses (i) and (ii) of the 2022 Bonus Plan discussed above were not met. During fiscal year 2022, the Board of Directors approved the acquisition of the ManyCam assets from Visicom Media Inc., effective June 9, 2022, which qualified as a Strategic Transaction under the 2022 Bonus Plan. Therefore, the compensation committee recommended, and the Board of Directors approved, a lump-sum cash payment in the amount of $25,000 to each of Mr. Katz and Ms. Jenny. Mr. Katz elected to voluntarily forgo such payment.

During 2022, Mr. Zalko was not eligible to receive a bonus under the 2022 Bonus Plan but was eligible for a bonus from the employee bonus pool recommended by the compensation committee and approved by the Board of Directors (the “Employee Bonus Pool”). The Employee Bonus Pool is administered by our Chief Executive Officer and Chief Financial Officer, who have the authority to determine the persons entitled to receive bonuses and the amount of bonuses awarded. Our Chief Executive Officer and Chief Financial Officer considered a number of factors in determining Mr. Zalko’s annual bonus for 2022. These factors included, but were not limited to, the individual performance of Mr. Zalko, the completion of strategic goals during 2022 and the operational and financial performance of the Company. As a result, for fiscal year 2022, our Chief Executive Officer and Chief Financial Officer approved a cash bonus of $17,500 to Mr. Zalko from the Employee Bonus Pool.

In February of 2023, the compensation committee recommended, and the Board of Directors approved, the 2023 Executive Bonus Plan (the “2023 Bonus Plan”) on substantially the same terms as the 2022 Bonus Plan.

Equity Awards.    

We periodically grant equity awards consisting of stock options to our named executive officers as a means for fostering retention and rewarding long-term value creation by our named executive officers.

Our named executive officers were not granted any equity awardsOn March 28, 2022, the Board of Directors awarded Mr. Katz and Ms. Jenny stock options representing the right to purchase 75,000 and 60,000shares of common stock, respectively, at an exercise price of $2.66. One-third of the shares underlying the stock options vested on the date of grant, with the remaining two-thirds vesting in 2020.twenty-four equal installments on each of the first twenty-four monthly anniversaries of the date of grant. On March 28, 2022, the Board of Directors also awarded Mr. Zalko a stock option representing the right to purchase 15,000shares of common stock at an exercise price of $2.66. On the grant date, 5,000shares underlying the stock option vested and became exercisable. The remaining unvested shares vest and become exercisable in four equal annual installments beginning on the first anniversary of the date of grant.

On March 28, 2023, the Board of Directors awarded Mr. Zalko a stock option representing the right to purchase 10,000shares of common stock at an exercise price of $1.94. The shares underlying the option will vest and become exercisable in four equal annual installments beginning on the first anniversary of the date of grant.

Employment Agreements.    

Each of Mr. Katz and Ms. Jenny is a party to an employment agreement with the Company. Mr. Zalko is currently not a party to an employment agreement with the Company. The purpose of our employment agreements is to incentivize these executives to continue providing services to the Company.

Katz Employment Agreement.    Effective October 7, 2016, we entered into an employment agreement with Mr. Katz (the “Katz Prior Agreement”), which providesprovided for a one-year term with automatic successive one-year renewals unless earlier terminated in accordance with its terms. Under Mr. Katz’s employment agreement,the Katz Prior Agreement, Mr. Katz iswas entitled to receive a minimum base salary of $180,000 per year and an annual incentive bonuses to be determined by the Board of Directors, based on criteria to be established jointly by the Board of Directors and Mr. Katz. The payment of Mr. Katz’s annual incentive bonus iswas contingent on him being employed by the Company on the date that such bonus is paid.

Jenny Employment Agreement.    Effective December 9, 2019, we entered into an executive employment agreement with Ms. Jenny, which providesprovided for a one-year term with automatic successive one-year renewals unless earlier terminated in accordance with its terms.terms (the “Jenny Prior Agreement”). Under Ms. Jenny’s employment agreement,the Jenny Prior Agreement, Ms. Jenny iswas entitled to receive a minimum base salary of $200,000 per year and an annual incentive bonuses,bonus, which, for calendar years after 2020, are to bewas determined by the Board of Directors, based on criteria to be established jointly by the Board of Directors and Ms. Jenny. The payment of Ms. Jenny’s annual incentive bonus iswas contingent on her being employed by the Company on the date that such bonus iswas paid.

Pursuant to Ms. Jenny’s employment agreement,the Jenny Prior Agreement, if Ms. Jenny’s employment iswas terminated (i) by the failure of the Company to renew Ms. Jenny’s employment agreement for a renewal term, (ii) by the Company without “cause” (as defined in Ms. Jenny’s employment agreement)the Jenny Prior Agreement) or (iii) by Ms. Jenny for “good reason” (as defined in Ms. Jenny’s employment agreement)the Jenny Prior Agreement), then subject to certain limitations and Ms. Jenny’s compliance with certain conditions, the Company shallwas required to pay Ms. Jenny severance equal to three months’ base salary, payable in three equal monthly installments. In addition, the Company shallwas required to continue to pay the Company’s portion of Ms. Jenny’s monthly health insurance premiums, if Ms. Jenny iswas eligible and electselected to continue health insurance under COBRA, for the earlier of (i) three months following Ms. Jenny’s termination of employment or (ii) the date Ms. Jenny’s coverage under such group health plan terminatesterminated for any reason. Ms. Jenny will bewas entitled to the same severance benefits in the event that her employment iswas terminated prior to, in connection with or following a Change in Control (as defined in Ms. Jenny’s employment agreement)the Jenny Prior Agreement). In addition, Ms. Jenny’s employment agreement containscontained customary provisions relating to confidentiality, non-solicitation and non-competition.

On March 23, 2022, the Company entered into an Amended and Restated Employment Agreement with Ms. Jenny (the “Amended and Restated Jenny Employment Agreement”), which amended and restated the Jenny Prior Agreement. Pursuant to the Amended and Restated Jenny Employment Agreement, for fiscal year 2022, Ms. Jenny will be entitled to receive an annualized base salary of two hundred sixty-five thousand dollars ($265,000), effective retroactively as of January 28, 2022. For fiscal year 2023, provided that Ms. Jenny is still employed and in good standing with the Company, she will be entitled to receive a Base Salary (as defined in the Amended and Restated Jenny Employment Agreement) of two hundred eighty-five thousand dollars ($285,000). In addition, the Amended and Restated Jenny Employment Agreement provides that in the event of a Change in Control, if Ms. Jenny is terminated by the Company other than for Cause, or if Ms. Jenny terminates her employment with the Company for Good Reason, then the Company shall to pay Ms. Jenny severance equal to twelve (12) months of Ms. Jenny’s then-current annualized Base Salary (as such terms are defined in the Amended and Restated Jenny Employment Agreement). Except as provided herein, all other terms and conditions of the Jenny Prior Agreement remain in full force and effect.

For information regarding Ms. Jenny’s base salary and annual incentive bonus for 2020,2022, see “Compensation“Compensation of Named Executive Officers — Base Salary”Salary” and “Compensation“Compensation of Named Executive Officers — Annual Bonuses.Bonuses.”

Vakil Employment Agreement.    Effective May 5, 2017, we entered into an executive employment agreement with Mr. Vakil which provided for a one-year term and automatically renewed for successive one-year terms unless terminated in accordance with its terms. Under Mr. Vakil’s employment agreement, Mr. Vakil was eligible to participate in our benefit plans that are generally provided for all employees.

Mr. Vakil’s employment agreement was terminated on April 23, 2020 in connection with his separation from the Company. Pursuant to Mr. Vakil’s employment agreement, upon his separation from the Company, Mr. Vakil was entitled to receive (i) severance equal to three months’ base salary, payable in three equal monthly installments, and (ii) COBRA premium payments for the three months following Mr. Vakil’s separation.

For information regarding Mr. Vakil’s base salary and annual incentive bonus for 2020, see “Compensation of Named Executive Officers — Base Salary” and “Compensation of Named Executive Officers — Annual Bonuses,” respectively.

(3)Represents payments made pursuant to the 2021 Bonus Plan and the 2022 Bonus Plan. For more information on the 2022 Bonus Plan, see “— Compensation of Named Executive Officers — Annual Bonuses.”

(4)Mr. Katz elected to voluntarily forgo his bonus of $25,000 that he was entitled to under the 2022 Bonus Plan.

(5)Includes amounts paid during 20202022 and 2019,2021, as applicable, for group life insurance premiums and 401(k) plan contributions and severance benefits.contributions. The following table includes a breakdown of all other compensation included in the “Summary Compensation Table” for our named executive officers:

(3)      Information for 2019 is not included because Ms. Jenny was not a named executive officer during 2019.

(4)      Mr. Vakil was separated from the Company effective April 23, 2020.

(5)      Represents (i) severance equal to three months’ base salary, payable in three equal monthly installments and (ii) certain COBRA premium payments for the three months following Mr. Vakil’s separation.

Name and Principal Position		Year		Life Insurance Premiums ($)		401(k) Plan Contributions ($)
Jason Katz		2022		1,361		4,510
Chief Executive Officer		2021		1,019		4,889
Kara Jenny		2022		780		165
Chief Financial Officer		2021		627		—
Adam Zalko		2022		397		6,871
Senior Vice President		2021		365		6,313

Narrative Disclosure Regarding Summary Compensation Table

Katz Compensation.

For 2020,fiscal year 2022, Mr. Katz received annual base compensation of $180,000$225,000 and a cash bonus of $35,000.$25,000, which such cash bonus Mr. Katz elected to voluntarily forgo.

For 2019,fiscal year 2021, Mr. Katz received annual base compensation of $180,000. Mr. Katz declined his$225,000 and a cash bonus for 2019.of $75,000.

Jenny Compensation.

For 2020,fiscal year 2022, Ms. Jenny received annual base compensation of $265,000 and a cash bonus of $25,000.

For fiscal year 2021, Ms. Jenny received annual base compensation of $200,000 and a cash bonus of $40,000.

(2)The shares of Common Stockcommon stock underlying the stock option vested twenty-five percent (25%) on December 9, 2020 and the remaining shares will vest and becomebecame exercisable twenty-five percent (25%) on each of December 9, 2020, 2021 and 2022, respectively. The remaining unvested shares will vest and become exercisable twenty-five percent (25%) on December 9, 2023.

(3)One-third of the shares underlying this stock option vested and became exercisable on the date of grant. The remaining unvested shares vest in twenty-four equal monthly installments on each of the first twenty-four monthly anniversaries of the grant date.

(4)The shares of common stock underlying the stock option vested and became exercisable twenty-five percent (25%) on each of February 1, 2018, 2019, 2020 and 2021, respectively.

(5)One-third of the shares underlying this stock option vested and became exercisable on the date of grant. The remaining unvested shares vest and become exercisable twenty-five percent (25%) on each of March 28, 2023, 2024, 2025 and 2026, respectively.

Pay Versus Performance

As required by Item 402(v) of Regulation S-K, we are providing the following information regarding the relationship between executive compensation and our financial performance for each of the last two completed calendar years. In determining the “compensation actually paid” to our named executive officers, we are required to make various adjustments to amounts that are reported in the Summary Compensation Table, as the SEC’s valuation methods for this section differ from those required in the Summary Compensation Table. The table below summarizes compensation values both reported in our Summary Compensation Table, as well as the adjusted values required in this section for the 2021 and 2022 fiscal years.

____________

(1)The dollar amounts reported this column are the amounts of total compensation reported for Mr. Katz, our Chief Executive Officer (the “PEO”), for each corresponding year in the “Total” column of the Summary Compensation Table. For additional information, see “Executive Compensation — Summary Compensation Table.”

(2)The dollar amounts reported in this column represent the amount of “compensation actually paid” to Mr. Katz, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by, or paid to, Mr. Katz during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to Mr. Katz’s total compensation as reported in the Summary Compensation Table for each year to determine compensation actually paid:

____________

(a)Represents the total of the amounts reported in the “Option Awards” column in the Summary Compensation Table for the applicable year.

(b)The equity award adjustments for each applicable year include the addition (or subtraction, as applicable) of the following: (i) the year-end fair value of any equity awards granted in the applicable year that are outstanding and unvested as of the end of the year; (ii) the amount of change as of the end of the applicable year (from the end of the prior fiscal year) in fair value of any awards granted in prior years that are outstanding and unvested as of the end of the applicable year; (iii) for awards that are granted and vest in same year, the fair value as of the vesting date; (iv) for awards granted in prior years that vested in the applicable year, the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value; (v) for awards granted in prior years that are determined to fail to meet the applicable vesting conditions during the applicable year, a deduction for the amount equal to the fair value at the end of the prior fiscal year; and (vi) the dollar value of any dividends or other earnings paid on stock or option awards in the applicable year prior to the vesting date that

are not otherwise reflected in the fair value of such award or included in any other component of total compensation for the applicable year. The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. The amounts deducted or added in calculating the equity award adjustments are as follows:

(3)The dollar amounts reported in this column represent the average of the amounts reported for the Company’s NEOs as a group (excluding Mr. Katz) in the “Total” column of the Summary Compensation Table in each applicable year. The names of each of the NEOs (excluding Mr. Katz) included for purposes of calculating the average amounts in each applicable year are as follows: for 2022 and 2023.2021, Ms. Jenny, our Chief Financial Officer, and Mr. Zalko, our Senior Vice President.

(3)(4)The dollar amounts reported in this column represent the average amount of “compensation actually paid” to the NEOs as a group (excluding Mr. Vakil was separated fromKatz), as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual average amount of compensation earned by, or paid to, the named executive officers as a group (excluding Mr. Katz) during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to average total compensation for the named executive officers as a group (excluding Mr. Katz) as reported in the Summary Compensation Table for each year to determine the compensation actually paid, using the same methodology described above in Note (2):

____________

(a)Represents the total of the amounts reported in the “Option Awards” column in the Summary Compensation Table for the applicable year.

(b)The amounts deducted or added in calculating the total average equity award adjustments are as follows:

(5)Cumulative total shareholder return (“TSR”) is calculated by dividing the sum of the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and the difference between the Company’s share price at the end and the beginning of the measurement period by the Company’s share price at the beginning of the measurement period. No dividends were paid on stock or option awards in 2021 or 2022. The amounts reported in this column reflect the Company’s cumulative TSR as of December 31 of each year presented, assuming an initial fixed $100 investment on December 31, 2020.

(6)The dollar amounts reported represent the amount of net (loss) income reflected in our consolidated audited financial statements for the applicable year.

Analysis of the Information Presented in the Pay Versus Performance Table

We generally seek to incentivize long-term performance, and therefore do not specifically align our performance measures with “compensation actually paid” (as computed in accordance with Item 402(v) of Regulation S-K) for a particular year. In accordance with Item 402(v) of Regulation S-K, we are providing the following descriptions of the relationships between information presented in the Pay Versus Performance table.

Compensation Actually Paid and Net (Loss) Income

The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our Non-PEO NEOs, and our Net (Loss) Income during the two most recently completed fiscal years.

Compensation Actually Paid and Cumulative TSR

The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our Non-PEO NEOs, and the Company’s cumulative TSR over the two most recently completed fiscal years.

All information provided above under the “Pay Versus Performance” heading will not be deemed to be incorporated by reference in any filing of the Company effective April 23, 2020. Allunder the Securities Act or the Exchange Act whether made before or after the date hereof and irrespective of Mr. Vakil’s unvested equity awards were forfeited automatically. Pursuant to Mr. Vakil’s employment agreement, Mr. Vakil had a 90-day periodany general incorporation language in which to exercise his vested stock options. Following the 90-day period, allany such filing.