Current Report Filing (8-k)
April 25 2017 - 4:12PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 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): April 25, 2017
NTN
BUZZTIME, INC.
(Exact
name of Registrant as Specified in Charter)
Delaware
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001-11460
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31-1103425
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(State
or Other Jurisdiction of
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(Commission
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(I.R.S.
Employer
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Incorporation)
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File
Number)
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Identification
No.)
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2231
Rutherford Rd, Suite 200
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Carlsbad,
California
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92008
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(Address
of Principal Executive Offices)
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(Zip
Code)
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(760)
438-7400
(Registrant’s
telephone number, including area code)
Indicate
by check mark whether the registrant is an emerging growth company as defined in 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. [ ]
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):
[ ]
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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[ ]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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[ ]
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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[ ]
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item
1.01
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Entry
into a Material Definitive Agreement.
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On
April 25, 2017, before the markets opened, we entered into a subscription agreement with certain investors relating to the issuance
and sale of an aggregate of 29,566 shares of our common stock at a purchase price of $7.78 per share, which was the closing price
of our common stock on April 24, 2017.
The
net proceeds to us from the offering is expected to be approximately $221,000, after deducting estimated offering expenses. We
intend to use the net proceeds of the offering for general corporate purposes, which may include working capital, general and
administrative expenses, capital expenditures and implementation of its strategic priorities.
The
closing of the sale and issuance of the shares in the offering is expected to take place on or about April 28, 2017, subject to
customary closing conditions.
The
shares are being offered and sold pursuant to our effective shelf registration statement on Form S-3 (Registration Statement No.
333-215271) filed with the Securities and Exchange Commission (SEC) on December 22, 2016 and declared effective by the SEC on
February 2, 2017, and the base prospectus included therein, as supplemented by a prospectus supplement (the Prospectus Supplement,
and collectively, the Offering Prospectus) to be filed with the SEC pursuant to Rule 424(b) under the Securities Act in connection
with the takedown relating to the offering. A copy of the opinion, including the related consent, of Breakwater Law Group, LLP
relating to the legality of the issuance and sale of the shares in the offering is attached as Exhibit 5.1.
The
foregoing description of the terms of the subscription agreement does not purport to be complete and is subject to, and qualified
in its entirety by reference to, the form of subscription agreement, which is attached as Exhibit 10.1 and is incorporated herein
by reference.
The
representations, warranties and covenants contained in the subscription agreement were made only for purposes of such agreement
and as of specific dates, were solely for the benefit of the parties to the subscription agreement and may be subject to limitations
agreed upon by the contracting parties. Accordingly, the subscription agreement is incorporated herein by reference only to provide
investors with information regarding the terms of the subscription agreement, and not to provide investors with any other factual
information regarding our company or our business, and should be read in conjunction with the disclosures in our periodic reports
and other filings with the SEC.
On
April 25, 2017, we issued a press release announcing that we had entered into the subscription agreement described in Item 1.01.
A copy of that press release is attached as Exhibit 99.1 and is incorporated herein by reference.
As
previously reported, in November 2015, we received a letter from the NYSE Regulation Inc. stating that we are not in compliance
with Section 1003(a)(iii) of the NYSE MKT Company Guide because we reported stockholders’ equity of less than $6 million
as of September 30, 2015 and had net losses in five of our most recent fiscal years ended December 31, 2014. In December 2015,
we submitted a plan to NYSE Regulation advising of actions we have taken or will take to regain compliance with Section 1003(a)(iii)
by May 13, 2017. In January 2016, NYSE Regulation notified us that it has accepted our plan and granted us a plan period that
extends through May 13, 2017 to regain compliance with Section 1003(a)(iii).
In
April 2016, as previously reported, we received a second letter from NYSE Regulation stating that we are not in compliance with
Section 1003(a)(ii) of the Company Guide because we reported stockholders’ equity of less than $4 million as of December
31, 2015 and had net losses in three of our four most recent fiscal years ended December 31, 2015. As a result, we continue to
be subject to the procedures and requirements of Section 1009 of the Company Guide. Because this instance of noncompliance is
in addition to our noncompliance with Section 1003(a)(iii) of the Company Guide discussed above, we were not required to submit
a new compliance plan.
Under
Section 1003(a)(i) of the Company Guide, the NYSE MKT will normally consider suspending dealings in, or removing from the list,
securities of an issuer which has stockholders’ equity of less than $2 million if such issuer has sustained losses from
continuing operations and/or net losses in two of its three most recent fiscal years. We had net losses in two of our three most
recent fiscal years ended December 31, 2015. Our stockholders’ equity at September 30, 2016 was $1.8 million, and accordingly,
we were below compliance with Section 1003(a)(i), as well. However, in our November 2016 offering we raised approximately $2.7
million, and our stockholders’ equity at December 31, 2016 was approximately $4.1 million. We also raised approximately
$1.6 million in March 2017.
The
listing of our common stock on the NYSE MKT is being continued during the plan period. The NYSE Regulation staff reviews us periodically
for compliance with initiatives outlined in our plan. If we are not in compliance with the listing requirements with which we
are currently not in compliance by May 13, 2017 or if we do not make progress consistent with our plan during the plan period,
NYSE Regulation staff will initiate delisting proceedings as appropriate. We have continued to make progress consistent with our
plan during the plan period. Raising capital in the offering described in Item 1.01 is consistent with the initiatives outlined
in our plan to regain compliance, and after giving effect to the offering described in Item 1.01, we believe we will have regained
compliance with Sections 1003 (a)(i), (ii) and (iii) of the Company Guide, however determination of whether we have regained such
compliance will be made by NYSE Regulation and will be publicly
disclosed by us.
Item
9.01
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Financial
Statements and Exhibits.
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(d)
Exhibits.
The
list of exhibits called for by this Item is incorporated by reference to the Exhibit Index following the signature page of this
report.
Forward-Looking
Statements
Certain
statements in this report are forward-looking statements that involve a number of risks and uncertainties. Such forward-looking
statements include statements about the expected closing of the sale and purchase of securities described herein and the Company’s
receipt of net proceeds therefrom. For such statements, the Company claims the protection of the Private Securities Litigation
Reform Act of 1995. Actual events or results may differ materially from the Company’s expectations. Factors that could cause
actual results to differ materially from the forward-looking statements include, but are not limited to, the Company’s ability
to satisfy applicable closing conditions under the Subscription Agreement. Additional factors that could cause actual results
to differ materially from those stated or implied by the Company’s forward-looking statements are disclosed in the Offering
Prospectus and the Company’s reports filed with the SEC.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed
on its behalf by the undersigned hereunto duly authorized.
Date:
April 25, 2017
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NTN
BUZZTIME, INC.
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By:
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/s/
ALLEN WOLFF
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Allen
Wolff
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Chief
Financial Officer and Executive Vice President
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EXHIBIT
INDEX
Exhibit
No.
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Document
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5.1
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Opinion
of Breakwater Law Group, LLP
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10.1
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Subscription
Agreement between NTN Buzztime, Inc. and the purchaser parties thereto
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23.1
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Consent
of Breakwater Law Group, LLP (included in Exhibit 5.1).
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99.1
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Press
Release dated April 25, 2017
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