Paltalk divests Paltalk, Camfrog, Vumber for $1.35M plus earnouts; prelude to NTS merger

INTELLIGENT PROTECTION MANAGEMENT CORP.

Sells Paltalk, Camfrog, and Vumber applications and related assets to Meteor Mobile Holdings for $1.35M cash at closing.
Earnout potential: 30-40% of revenue above thresholds (H2 2025 min $3.5M; annual 2026-2028 min $7M), aggregate capped at $5M via acceleration.
Divestiture is a condition to closing Paltalk's pending merger with Newtek Technology Solutions (NewtekOne, Inc.).
Board approves transaction bonuses: $100K to CFO Kara Jenny, $25K to SVP Adam Zalko; stock options of 25,000 each to CEO, CFO, and SVP.

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