SC 13G/A 1 ea153652-13ga2scherer_paltal.htm AMENDMENT NO. 2 TO SCHEDULE 13G

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 2)*

PALTALK, INC.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

69764K106

(CUSIP Number)

December 31, 2021

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☐

Rule 13d-1(b)

Rule 13d-1(c)

☐

Rule 13d-1(d)

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 69764K106

1. Names of Reporting Persons

Perry Scherer

2. Check the Appropriate Box if a Member of a Group (See Instructions)

(a) ☐

(b) ☐

3. SEC Use Only

4. Citizenship or Place of Organization

United States

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

5. Sole Voting Power

384,275 (1)

6. Shared Voting Power

7. Sole Dispositive Power

384,275 (1)

8. Shared Dispositive Power

9. Aggregate Amount Beneficially Owned by Each Reporting Person

384,275 (1)

10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐

11. Percent of Class Represented by Amount in Row (9)

3.9% (2)

12. Type of Reporting Person (See Instructions)

On January 5, 2017, Paltalk, Inc. (f/k/a Snap Interactive, Inc. and PeerStream, Inc.) (the “Issuer”) effected a 1-for-35 reverse stock split of its issued and outstanding common stock (the “Reverse Stock Split”). As a result of the Reverse Stock Split, each issued and outstanding share of the Issuer’s common stock, and the per share exercise price of and number of shares of the Issuer’s common stock underlying its outstanding stock options, was automatically proportionally adjusted based on the 1-for-35 Reverse Stock Split ratio. Except as otherwise provided herein, all share and per-share amounts of the Issuer’s common stock have been adjusted to give effect to the Reverse Stock Split for all periods presented.

Percentage calculated based on 9,832,157 shares of common stock outstanding on November 5, 2021, as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed on November 9, 2021.

Item

(a)

Name of Issuer

Paltalk, Inc.

(b)

Address of Issuer’s Principal Executive Offices

30 Jericho Executive Plaza, Suite 400E

Jericho, NY 11753

Item

(a)

Name of Person Filing

Perry Scherer

(b)

Address of Principal Business Office or, if none, Residence

338 Jericho Turnpike, Suite 182

Syosset, New York 11791

(c)

Citizenship

United States

(d)

Title of Class of Securities

Common Stock

(e)

CUSIP Number

69764K106

Item

 3. If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is:

(a)

☐

A Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o);

(b)

☐

A Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c);

(c)

☐

An insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c);

(d)

☐

An investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);

(e)

☐

An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

(f)

☐

An employee benefit plan or endowment fund in accordance with §240.13d- 1(b)(1)(ii)(F);

(g)

☐

A parent holding company or control person in accordance with §240.13d- 1(b)(1)(ii)(G);

(h)

☐

A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

(i)

☐

A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

(j)

☐

A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J);

(k)

☐

A group, in accordance with §240.13d-1(b)(1)(ii)(K).

If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution: _______________

Item

 4. Ownership.

(a)

Amount beneficially owned: 384,275.

(b)

Percent of class: 3.9%.

(c)

Number of shares as to which such person has:

(i)

Sole power to vote or to direct the vote: 384,275.

(ii)

Shared power to vote or to direct the vote: 0.

(iii)

Sole power to dispose or to direct the disposition of: 384,275.

(iv)

Shared power to dispose or to direct the disposition of: 0.

Item

 5. Ownership of Five Percent or Less of a Class.

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following þ.

Item

 6. Ownership of More than Five Percent on Behalf of Another Person

Not Applicable.

Item

 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.

Not Applicable.

Item

 8. Identification and Classification of Members of the Group

Not Applicable.

Item 9. Notice of Dissolution of Group

Not Applicable.

Item 10. Certifications

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: January 7, 2022	By:	/s/ Perry Scherer
	Name:	Perry Scherer

Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001)

SEC Form SC 13G/A filed by Paltalk Inc. (Amendment)