PALTALK INC

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 all boxes that apply):

Jericho, NY 11753

Dear Stockholder:

You are cordially invited to attend the annual meeting of stockholders (the “Annual Meeting”) of Paltalk, Inc. to be held on November 13, 2024 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. We 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 https://web.lumiconnect.com/207490181.

In fiscal year 2023, we continued to execute on our business objectives. We developed a user-friendly version of ManyCam that will be optimized for both consumer and enterprise applications as we continue to leverage integration of the ManyCam product into Paltalk product through upselling initiatives. Additionally, we implemented several enhancements to our live video chat applications, as well as the integration of card and board games and other features focused on retention and monetization, which collectively are intended to increase user engagement and revenue opportunities.

More recently, we announced positive news regarding our patent infringement lawsuit against Cisco Systems, Inc. (“Cisco”). On August 29, 2024, a jury in the District Court for the Western District of Texas awarded us $65.7 million (the “Award”) in a verdict against Cisco for infringing U.S. Patent No. 6,683,858. On October 8, 2024, an order granting a motion for final judgment was entered into in the court in favor of the Company in the amount of the Award. The lawsuit remains subject to any potential appellate proceedings by Cisco. The exact amount of the Award proceeds to be received by us will be determined based on a number of factors and will reflect the deduction of significant litigation-related expenses, including legal fees.

Enclosed are the notice of the Annual Meeting and proxy statement, which describe the business that will be acted upon at the Annual Meeting, as well as our 2023 Annual Report, which includes our audited financial statements for the fiscal year ended December 31, 2023.

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 such intermediary, please complete and return the materials in accordance with the instructions provided to you by your broker, trust, bank or other nominee or contact your broker, trust, bank or other nominee directly in order to obtain a proxy issued to you by your intermediary to vote your shares. Failure to do so may result in your stock not being eligible to be voted by proxy at the Annual 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.

Sincerely,

/s/ Jason Katz

Jason Katz

Chief Executive Officer and Chairman

PALTALK, INC.

Jericho, NY 11753

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To Be Held on November 13, 2024

NOTICE IS HEREBY GIVEN that the 2024 Annual Meeting of Stockholders (the “Annual Meeting”) of Paltalk, Inc., a Delaware corporation (the “Company”), will be held on Wednesday, November 13, 2024 at 9:00 a.m., Eastern Time, by means of a live audio webcast for the following purposes:

(1) Director Election Proposal— To elect five directors to serve until the Company’s 2025 annual meeting of stockholders and until their successors are duly elected and qualified; and

(2) Auditor Ratification Proposal — To ratify the appointment of Grassi & Co., CPAs, P.C. as the Company’s independent registered public accounting firm.

Stockholders will also transact any other business that may properly come before the Annual Meeting or any adjournment(s), postponement(s) or recess(es) 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 (the “Board”) has determined that each proposal listed above is in the best interests of the Company and its stockholders and has approved each proposal. The Board recommends that you vote “FOR” each of the proposals at the Annual Meeting.

The Board has fixed 5:00 p.m., Eastern Time, on October 18, 2024 as the record date for the Annual Meeting (the “Record Date”). Only holders of shares of the Company’s common 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 a period of 10 calendar days ending on the day before the Annual Meeting. If you would like to review the list, please contact our Investor Relations department by emailing IR@paltalk.com.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR

THE STOCKHOLDER MEETING TO BE HELD ON NOVEMBER 13, 2024:

Our Proxy Statement and 2023 Annual Report are available at:

http://www.astproxyportal.com/ast/24835

YOUR VOTE AND PARTICIPATION IN THE COMPANY’S AFFAIRS ARE IMPORTANT.

If your stock is registered in your name, even if you plan to attend the Annual Meeting online, we request that you vote your shares in accordance with the instructions set out in the form of proxy and in the proxy statement to ensure that your stock will be represented at the Annual Meeting.

If your stock is held in the name of a broker, trust, bank or other nominee and you receive these materials through such intermediary, please complete and return the materials in accordance with the instructions provided to you by your broker, trust, bank or other intermediary or contact your broker, trust, bank or other nominee directly in order to obtain a proxy issued to you by your intermediary to attend the Annual Meeting and vote your shares. Failure to do so may result in your stock not being eligible to be voted by proxy at the Annual Meeting.

By Order of the Board of Directors

/s/ Jason Katz

Jason Katz

Chief Executive Officer and Chairman

Jericho, New York

October 21, 2024