Paltalk Enters Into An Agreement To Acquire Newtek Technology Solutions From NewtekOne For A Cash Consideration Of $4M And Issue Newtek 4M Shares Of A Newly Created Series Of Paltalk's Preferred Stock, The Series A Non-Voting Common Equivalent Stock

Author: Benzinga Newsdesk | August 12, 2024 09:08am

Paltalk, Inc. ("Paltalk," the "Company," "we," our," or "us") (NASDAQ:PALT), a communications software innovator that powers multimedia social applications, announced today that it has entered into a definitive agreement (the "Acquisition Agreement"), pursuant to which Paltalk will acquire (the "Acquisition") Newtek Technology Solutions, Inc. ("NTS"), a wholly owned subsidiary of NewtekOne, Inc. ("Newtek"). NTS provides dedicated server hosting, cloud hosting, data storage, managed security, backup and disaster recovery, and other related services including consulting and implementing technology solutions for enterprise and commercial clients across the U.S.

Pursuant to the Acquisition Agreement, Paltalk has agreed to (i) pay Newtek an amount in cash equal to $4,000,000, subject to customary purchase price adjustments (the "Closing Cash Consideration"), and (ii) issue Newtek 4,000,000 shares of a newly created series of Paltalk's preferred stock, the Series A Non-Voting Common Equivalent Stock (the "Preferred Stock" and such shares issued at the closing of the Acquisition, the "Closing Stock Consideration" and together with the Closing Cash Consideration, the "Closing Consideration") (in each case, subject to adjustment as further described below). The Preferred Stock will automatically convert into one share of Paltalk common stock (subject to certain customary anti-dilution adjustments) upon the occurrence of certain qualifying dispositions by Newtek.

Posted In: NEWT PALT