Current Report Filing (8-k)
November 05 2020 - 8:00AM
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): November 1, 2020
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
Incorporation)
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(Commission
File Number)
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(I.R.S.
Employer
Identification
No.)
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6965
El Camino Real, Suite 105 – Box 517
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Carlsbad,
California
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92009
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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)
Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class
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Trading
Symbol(s)
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Name
of each exchange on which registered
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Common
Stock
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NTN
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NYSE
American
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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
4.01. Changes in Registrant’s Certifying Accountant.
On
November 1, 2020, NTN Buzztime, Inc. (the “Company”) was notified that the audit practice of Squar Milner, LLP (“Squar
Milner”), an independent registered public accounting firm, was combined with Baker Tilly US, LLP (“Baker Tilly”)
in a transaction pursuant to which Squar Milner combined its operations with Baker Tilly and certain of the professional staff
and partners of Squar Milner joined Baker Tilly either as employees or partners of Baker Tilly. On November 1, 2020, Squar Milner
resigned as the independent registered public accounting firm of the Company, and on November 4, 2020, with the approval of the
Audit Committee of the Company’s Board of Directors, Baker Tilly was engaged as the Company’s independent registered
public accounting firm.
Neither
during the Company’s two most recent fiscal years nor during the interim period from the end of the most recently completed
fiscal year through the date Baker Tilly was engaged by the Company, the Company did not consult with Baker Tilly regarding application
of accounting principles to a specified transaction, either completed or proposed, or regarding the type of audit opinion that
might be rendered by Baker Tilly on the Company’s financial statements, and Baker Tilly did not provide any written or oral
advice that was an important factor considered by the Company in reaching a decision as to any such accounting, auditing or financial
reporting issue.
The
report of independent registered public accounting firm of Squar Milner regarding the Company’s financial statements for
the fiscal years ended December 31, 2019 and 2018 did not contain any adverse opinion or disclaimer of opinion and was not qualified
or modified as to uncertainty, audit scope or accounting principles, except that such audit report did include explanatory paragraphs
related to the Company’s ability to continue as a going concern and a change in accounting principle related to the Company’s
adoption of new lease accounting standards pursuant to ASC Topic 842.
During
the years ended December 31, 2019 and 2018 and during the interim period from the end of the most recently completed fiscal year
through November 1, 2020, the date of Squar Milner’s resignation as the independent registered public accounting firm of
the Company, there were no disagreements with Squar Milner on any matter of accounting principles or practices, financial statement
disclosure or auditing scope or procedures, which disagreements, if not resolved to the satisfaction of Squar Milner, would have
caused it to make reference to such disagreement in its reports.
The
Company provided Squar Milner with a copy of this Current Report on Form 8-K prior to its filing with the Securities and Exchange
Commission and requested that Squar Milner furnish the Company with a letter addressed to the Securities and Exchange Commission
stating whether it agrees with above statements and, if it does not agree, the respects in which it does not agree. A copy of
the letter, dated November 4, is filed as Exhibit 16.1 (which is incorporated by reference herein) to this Current Report on Form
8-K.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits
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.
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NTN BUZZTIME, INC.
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Date:
November 5, 2020
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By:
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/s/
Sandra Gurrola
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Sandra
Gurrola
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Sr.
Vice President of Finance
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