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Stockholders' Equity

12 Months Ended

Dec. 31, 2024

Stockholders' Equity [Abstract]

Stockholders' Equity

7. Stockholders’ Equity

The Paltalk, Inc. Amended and Restated 2011 Long-Term Incentive Plan (the “2011 Plan”) was terminated as to future awards on May 16, 2016. A total of 121,930 shares of the Company’s common stock may be issued pursuant to outstanding options awarded under the 2011 Plan; however, no additional awards may be granted under such plan. The Paltalk, Inc. 2016 Long-Term Incentive Plan (the “2016 Plan”) was adopted by the Company’s stockholders on May 16, 2016 and permits the Company to award stock options (both incentive stock options and non-qualified stock options), stock appreciation rights, restricted stock, restricted stock units, performance awards, dividend equivalent rights, and other stock-based awards and cash-based incentive awards to its employees (including an employee who is also a director or officer under certain circumstances), non-employee directors and consultants. The maximum number of shares of common stock that may be issued pursuant to awards under the 2016 Plan is 1,300,000 shares, 100% of which may be issued pursuant to incentive stock options. In addition, the maximum number of shares of common stock that may be issued under the 2016 Plan may be increased by an indeterminate number of shares of common stock underlying outstanding awards issued under the 2011 Plan that are forfeited, expired, cancelled, or settled in cash. As of December 31, 2024, there were 727,419 shares available for future issuance under the 2016 Plan.

Stock Options

The following table summarizes the assumptions used in the Black-Scholes pricing model to estimate the fair value of the options granted during the years ended:

		December 31,
		2024				2023
Expected volatility			151 – 153	%			155 – 161	%
Expected life of option			5.2 – 6.2				5.2 – 6.2
Risk free interest rate			4.21	%			4.26	%
Expected dividend yield			0.0	%			0.0	%

The expected life of the options is the period of time over which employees and non-employees are expected to hold their options prior to exercise. The expected life of options has been determined using the “simplified” method as prescribed by Staff Accounting Bulletin 110, which uses the midpoint between the vesting date and the end of the contractual term. The volatility of the Company’s common stock is calculated using the Company’s historical volatilities beginning at the grant date and going back for a period of time equal to the expected life of the award. The Company estimates potential forfeitures of stock awards and adjusts recorded stock-based compensation expense accordingly. The Company estimates pre-vesting forfeitures primarily based on the Company’s historical experience and is adjusted to reflect actual forfeitures as the stock-based awards vest. The following tables summarize stock option activity during the year ended December 31, 2024:

						Weighted
						Average
		Number of				Exercise
		Options				Price
Outstanding at January 1, 2024			740,814			$	3.32
Granted			28,000			$	2.78
Exercised during period			(14,830	)		$	2.68
Forfeited or canceled, during the period			(120,000	)		$	3.86
Expired, during the period			(15,086	)		$	10.12
Outstanding at December 31, 2024			618,898			$	3.04
Exercisable at December 31, 2024			560,011			$	3.10

At December 31, 2024, there was $92,257 of total unrecognized compensation expense related to stock options, which is expected to be recognized over a weighted average period of 1.65 years.

On December 31, 2024, the aggregate intrinsic value of stock options that were outstanding and exercisable was $42,783 and $41,883, respectively. On December 31, 2023, the aggregate intrinsic value of stock options that were outstanding and exercisable was $136,971 and $79,371, respectively. The intrinsic value for stock options is calculated based on the exercise price of the underlying awards and the fair value of such awards as of the period-end date.

During the year ended December 31, 2024, the Company granted stock options to members of the Company’s Board of Directors (the “Board”) to purchase an aggregate of 24,000 shares of common stock at an exercise price of $2.78 per share. The stock options vest in four equal quarterly installments on the last day of each calendar quarter in 2024 and have a term of 10 years. During the year ended December 31, 2024, the Company also granted options to employees to purchase an aggregate of 4,000 shares of common stock. These options vest in four equal annual installments over four years, have a term of 10 years and have an exercise price of $2.78. The aggregate fair value for the options granted during the year ended December 31, 2024 and 2023 was $72,240 and $268,200, respectively.

During the year ended December 31, 2024, stock options representing the right to purchase 14,830 shares of common stock were exercised. These stock options had an average exercise price of $2.68 per share and a weighted average share price of $4.12 per share on the date of exercise. Net proceeds to the Company in connection with the exercise of these stock options were approximately $39,772, and the aggregate intrinsic value of the stock options exercised was $21,341. No stock options were exercised during the year ended December 31, 2023.

Stock-based compensation expense for the Company’s stock options included in the consolidated statements of operations was as follows:

		Years Ended
		December 31,
		2024				2023
Cost of revenue		$	13,141			$	11,750
Sales and marketing expense			--				2,004
Product development expense			31,702				29,946
General and administrative expense			106,569				191,293
Total stock-based compensation expense		$	151,412			$	234,993

Treasury Shares

The Board approved a stock repurchase plan for up to $1,750,000 of the Company’s outstanding common stock, effective as of March 29, 2022 and expiring on the one-year anniversary of such date. During the year ended December 31, 2023, the Company purchased a total of 5,192 shares of common stock under the stock repurchase plan for an aggregate purchase price of $7,213, at an average price of $1.39 per share. The stock repurchase plan expired on March 29, 2023 pursuant to its terms and has not been renewed.

As of December 31, 2024, the Company had 641,963 shares of its common stock classified as treasury shares on the Company’s consolidated balance sheets.