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EX-3.1 - AMENDMENT NO. 3 TO THE AMENDED AND RESTATED BY-LAWS OF PEERSTREAM, INC. - PALTALK, INC.ea119952ex3-1_peerstream.htm

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

 

FORM 8-K

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): March 19, 2020

 

PEERSTREAM, INC.
(Exact name of registrant as specified in its charter)

 

Delaware   000-52176   20-3191847
(State or other jurisdiction
of incorporation)
  (Commission File Number)   (IRS Employer
Identification No.)

 

122 East 42nd Street,

New York, NY

  10168
(Address of principal executive offices)   (Zip Code)

 

Registrant’s telephone number, including area code: (212) 594-5050

 

(Former name or former address, if changed since last report)

Not Applicable

 

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
   
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
   
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act: None

 

Title of each class   Trading
Symbol(s)
  Name of each exchange on
which registered
   

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company ☐

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

 

 

Section 5 — Corporate Governance and Management

 

Item 5.02Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;

Compensatory Arrangements of Certain Officers.

 

On March 23, 2020, the board of directors (the “Board”) of PeerStream, Inc. (the “Company”) delivered notice to Arash Vakil of its determination to separate Mr. Vakil from his position as the Company’s Chief Product Officer. Pursuant to the terms of Mr. Vakil’s employment agreement, the separation will take place on the thirtieth (30th) day following the delivery of the notice, which will be April 23, 2020. In connection with his separation, Mr. Vakil will receive severance payments in accordance with the terms of his employment agreement, subject to his execution of a general release of claims in favor of the Company in accordance with the terms of his employment agreement.

 

Item 5.03Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

 

On March 19, 2020, the Board approved and adopted, effective as of such date, an amendment (“Amendment No. 3”) to the Company’s Amended and Restated By-Laws (“By-Laws”). Amendment No. 3 amends the By-Laws to, among other things, permit the Company to hold telephonic and virtual stockholders’ meetings.

 

The foregoing description of Amendment No. 3 does not purport to be complete and is qualified in its entirety by reference to Amendment No. 3, which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated by reference herein.

 

Section 9 – Financial Statements and Exhibits

 

Item 9.01 Exhibits.

 

(d) Exhibits

 

Exhibit No.   Description
3.1   Amendment No. 3 to the Amended and Restated By-Laws of PeerStream, Inc.

 

 

 

SIGNATURES

 

Pursuant 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.

  

Date: March 25, 2020    
       
    PEERSTREAM, INC.
       
    By: /s/ Jason Katz
      Jason Katz
      Chief Executive Officer