SNAP INTERACTIVE, INC. (OTCMKTS:STVI) Files An 8-K Financial Statements and Exhibits
Item 9.01(a) and the pro forma financial information required by
Item 9.01(b) in connection with the Companys previously reported
merger (the Merger) of its wholly owned
subsidiary, SAVM Acquisition Corporation, with A.V.M. Software,
Inc. (d/b/a Paltalk) (Paltalk) and (ii)
furnishing a press release providing, among other things, certain
financial information related to the completion of the Merger.
As a result of the Merger, the historical financial statements of
Paltalk will be treated as the historical financial statements of
the Company and will be reflected in the Companys quarterly and
annual reports for periods ending after the effective time of the
Merger. Accordingly, beginning with the Companys Annual Report on
Form 10-K for the year ended December 31, 2016, the Company will
report the results of Paltalk and the Company and their
respective subsidiaries on a consolidated basis.
Section 7 Regulation FD
Item 7.01 Regulation FD Disclosure.
On December 19, 2016, the Company issued a press release
providing certain financial information related to the completion
of the Merger. The press release also announces that the Companys
board of directors has approved the filing of a Certificate of
Amendment to the Companys Certificate of Incorporation, as
amended, to effect (i) a reverse stock split at a ratio of
1-for-35, such that every 35 shares of the Companys common stock
will be combined and reclassified into a single share of common
stock at the effective time of the reverse stock split (the
Reverse Stock Split) and (ii) a
proportional reduction in the number of authorized shares of
common stock from 500.0 million to approximately 14.3 million
(the Authorized Share Reduction). The
Reverse Stock Split and Authorized Share Reduction are currently
expected to be effected on or around January 5, 2017. Holders of
more than a majority of the Companys outstanding common stock
previously approved the Reverse Stock Split and Authorized Share
Reduction on November 29, 2016.
In addition, the press release announces that on December 16,
2016, a wholly owned subsidiary of the Company, Paltalk Holdings,
Inc., filed a patent infringement lawsuit in Delaware against
Riot Games, Inc. and Valve Corporation for infringement of U.S.
Patent Nos. 5,822,523 and 6,226,686 with respect to their online
games League of Legends and Defense of the Ancients. These two
patents were previously asserted against, and then licensed to,
Microsoft, Sony, and Activision.
A copy of the press release is attached hereto as Exhibit 99.1.
The information in Item 7.01 of this report (including Exhibit
99.1 attached hereto) is being furnished to Item 7.01 and shall
not be deemed to be filed for the purposes of Section 18 of the
Securities Exchange Act of 1934, as amended (the
Exchange Act), or otherwise subject to
the liabilities of that section nor shall it be deemed to be
incorporated by reference in any filing under the Securities Act
of 1933, as amended, or the Exchange Act.
Section 9 Financial Statements and
Item 9.01. Financial Statements and Exhibits.
|(a)||Financial Statements of Business Acquired.|
The audited consolidated financial statements of Paltalk as of
and for the years ended December 31, 2015 and 2014, together with
the report of Marcum LLP with respect thereto, are included as
Exhibit 99.2 and are incorporated by reference herein. The
unaudited condensed consolidated financial statements of Paltalk
as of and for the nine months ended September 30, 2016 are
included as Exhibit 99.3 hereto and are incorporated by reference
|(b)||Pro Forma Financial Information.|
The unaudited pro forma combined financial statements of the
Company as of and for the nine months ended September 30, 2016
are included as Exhibit 99.4 hereto and are incorporated by
|23.1||Consent of Marcum LLP.|
Press release, dated December 19, 2016, issued by Snap
Interactive, Inc. (furnished to Item 7.01)
Audited consolidated financial statements of A.V.M. Software,
Inc. as of and for the years ended December 31, 2015 and
Unaudited condensed consolidated financial statements of
A.V.M. Software, Inc. as of and for the nine months ended
September 30, 2016.
Unaudited pro forma condensed combined consolidated financial
statements of Snap Interactive, Inc. as of and for the nine
months ended September 30, 2016.
* * *
to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
|Snap Interactive, INC.|
|Date: December 19, 2016||By:||/s/ Alexander Harrington|
|Alexander Harrington Chief Executive Officer|
|23.1||Consent of Marcum LLP.|
|99.1|| Press release, dated December 19, 2016, issued by Snap |
Interactive, Inc. (furnished
About SNAP INTERACTIVE, INC. (OTCMKTS:STVI)
Snap Interactive, Inc. operates a portfolio of dating applications. The Company’s dating applications include FirstMet and The Grade. The Company provides an online dating application under the FirstMet brand that is native on Facebook, iPhone operating systems (iOS) and Android platforms, and is also accessible on mobile devices and desktops at FirstMet.com. The FirstMet application is available to users and active subscribers. The Company’s online dating application under The Grade brand is native on iOS and Android. The Grade is a mobile dating application that holds users accountable to a standard of behavior by using an algorithm that assigns letter grades to users ranging from A+ to F, based on profile quality, messaging quality and reviews from other users of the application. Users with a grade of D receive a warning and instructions on how to improve their grade, while users failing to improve an F grade are at risk of expulsion. SNAP INTERACTIVE, INC. (OTCMKTS:STVI) Recent Trading Information
SNAP INTERACTIVE, INC. (OTCMKTS:STVI) closed its last trading session down -0.001 at 0.150 with shares trading hands.