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 19, 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)
Not
Applicable
(Former
name or former address, if changed since last report)
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):
[X]
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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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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.
[ ]
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Item
1.01
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Entry
into a Material Definitive Agreement.
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As
previously announced, NTN Buzztime, Inc. (“NTN”), and eGames.com Holdings LLC (“eGames.com”) entered into
an asset purchase agreement on September 18, 2020 (the “Asset Purchase Agreement”), pursuant to which, subject to
the terms and conditions thereof, NTN agreed to sell and assign all of its right, title and interest in and to the assets relating
to its current business to eGames.com (the “Asset Sale”). At the closing of the Asset Sale, in addition to assuming
the liabilities of NTN specified in the Asset Purchase Agreement, eGames.com will pay $2.0 million to NTN. Also as previously
announced, in connection with entering into the Asset Purchase Agreement, Fertilemind Management, LLC (“Fertilemind”),
an affiliate of eGames.com, made a $1,000,000 loan (the “Initial Bridge Loan”) on behalf of eGames.com to NTN, which
will be applied against the $2.0 million payable by eGames.com at the closing of the Asset Sale, and NTN issued an unsecured promissory
note (the “First Note”) evidencing such loan to Fertilemind.
On
November 19, 2020, NTN, eGames.com and Fertilemind entered into an omnibus amendment and agreement pursuant to which, among other
things: (1) eGames.com agreed to loan, or cause Fertilemind to loan on behalf of eGames.com, an additional $500,000 to NTN on
December, 1, 2020 (the “Second Bridge Loan”), and NTN agreed to issue an unsecured promissory note evidencing such
loan (the “Second Note”); and (2) effective as of December 1, 2020, and subject to NTN receiving the Second Bridge
Loan, the parties agreed to amend the Asset Purchase Agreement and the First Note to provide for the application of the Second
Bridge Loan against the $2.0 million payable at the closing of the Asset Sale, to increase the interest rate on the principal
amount of the Initial Bridge Loan from 8.0% to 10.0% per annum beginning on December 1, 2020, and to extend the maturity date
of the First Note to March 1, 2021.
The
material terms of the Second Note are substantially similar to the terms of the First Note, as amended as described above. The
principal amount of the Second Bridge Loan will accrue interest at the rate of 10% per annum (increasing to 15% per annum upon
the occurrence of an event of default), compounded annually. The principal amount of the Second Bridge Loan and accrued interest
thereon is due and payable upon the earlier of (i) the termination of the Asset Purchase Agreement, (ii) the closing of a Business
Combination (as defined in the Second Note), and (iii) March 1, 2021. Upon the closing of the Asset Sale, the outstanding principal
amount of the Second Bridge Loan and all accrued and unpaid interest thereon will be applied against the purchase price under
the Asset Purchase Agreement, and the Second Note will be extinguished. NTN may use the proceeds under the Second Note for, among
other things, the payment of obligations related to the transactions contemplated by the Asset Purchase Agreement and other general
working capital purposes. All of NTN’s obligations under the Second Note will be subordinate to the indebtedness and all
other obligations owed by NTN to Avidbank including under the loan and security agreement, dated as of September 28, 2018 and
as amended from time to time, between NTN and Avidbank. The Second Note will include customary events of default, including if
any portion of the Second Note is not paid when due; if NTN defaults in the performance of any other material term, agreement,
covenant or condition of either of the Second Note, subject to a cure period; if any final judgment for the payment of money is
rendered against NTN and NTN does not discharge the same or cause it to be discharged or vacated within 90 days; if NTN makes
an assignment for the benefit of creditors, if NTN generally does not pay its debts as they become due; if a receiver, liquidator
or trustee of NTN is appointed, or if NTN is adjudicated bankrupt or insolvent. In the event of an event of default, the Second
Note will accelerate and become immediately due and payable at the option of the holder.
The
foregoing descriptions of the omnibus amendment and agreement and the Second Note do not purport to be complete and are qualified
in their entirety by the full text of the omnibus amendment and agreement and the Second Note, copies of which are filed as exhibits
to this report and are incorporated by reference herein.
*
* * * * * * * * * * * * *
No
Offer or Solicitation
This
report is not intended to and shall not constitute an offer to sell or the solicitation of an offer to buy any securities or the
solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation
or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer
of securities in connection with the proposed Merger shall be made except by means of a prospectus meeting the requirements of
Section 10 of the Securities Act of 1933, as amended.
Additional
Information and Where to Find It
In
connection with the proposed merger contemplated by the agreement and plan of merger and reorganization between NTN and Brooklyn
Immunotherapeutics LLC (“Brooklyn”) dated August 12, 2020 (the “Merger”) and Asset Sale, NTN filed relevant
materials with the SEC, including a registration statement on Form S-4, that will serve as a proxy statement and prospectus of
NTN and a consent solicitation statement for the beneficial holders of Brooklyn’s Class A membership units, and will be
mailed or otherwise disseminated to NTN stockholders and to the beneficial holders of Brooklyn’s Class A membership units
if and when it becomes available. INVESTORS AND SECURITY HOLDERS OF NTN AND BROOKLYN ARE URGED TO READ THESE MATERIALS CAREFULLY
AND IN THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT NTN, BROOKLYN, THE
PROPOSED MERGER AND ASSET SALE, AND RELATED MATTERS. The proxy statement/prospectus/consent solicitation statement and other relevant
materials (when they become available) and any other documents filed by NTN with the SEC, may be obtained free of charge at the
SEC website at www.sec.gov. In addition, investors and security holders may obtain free copies of the documents filed with the
SEC by NTN by directing a written request to: NTN Buzztime, Inc, 6965 El Camino Real, Suite 105-Box 517, Carlsbad, California
92009. Investors and security holders are urged to read the proxy statement/prospectus/consent solicitation statement and the
other relevant materials when they become available before making any voting or investment decision with respect to the proposed
merger and asset sale.
Participants
in the Solicitation
NTN
and its directors, executive officers and certain other members of management and employees, Brooklyn and its managers and officers,
and eGames.com and its managers and officers may, under SEC rules, be deemed to be participants in the solicitation of proxies
from the stockholders of NTN with respect to the proposed Merger and Asset Sale and related matters. Information about the directors
and executive officers of NTN, including their ownership of shares of common stock is set forth in NTN’s Annual Report on
Form 10-K for the year ended December 31, 2019 and Amendment No. 1 thereto, which were filed with the SEC on March 19, 2020 and
April 27, 2020, respectively. Additional information regarding the persons or entities who may be deemed participants in the solicitation
of proxies from NTN stockholders, including a description of their interests in the proposed Merger and Asset Sale, by security
holdings or otherwise, are included in the proxy statement/prospectus/consent solicitation statement referred to above and other
relevant documents to be filed with the SEC when they become available. As described above, these documents will be available
free of charge at the SEC’s website or by directing a written request to NTN. Neither the managers or officers of Brooklyn
nor the managers or officers of eGames.com currently hold any interests, by security holdings or otherwise, in NTN.
Forward-Looking
Statements
This
report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section
21E of the Exchange Act, which are intended to be covered by the safe harbor provisions of the Private Securities Litigation Reform
Act of 1995. Forward-looking statements are any statements that are not statements of historical fact and may be identified by
terminology such as “expect,” “intend,” “plan,” “believe,” “anticipate,”
“may,” “will,” “would,” “should,” “could,” “contemplate,”
“estimate,” “predict,” “potential” or “continue,” or the negative of these terms
or other similar words. Forward-looking statements are based on current beliefs and assumptions that are subject to risks and
uncertainties and are not guarantees of future performance. Actual results could differ materially from those stated or implied
in any forward-looking statement as a result of various factors, including, but not limited to: (i) risks that the conditions
to the closing of the proposed Merger and/or Asset Sale are not satisfied, including the failure of NTN and Brooklyn to timely
obtain the requisite stockholder and member approvals for the Merger and/or Asset Sale and related matters or to meet the net
cash and capitalization requirements under the Merger Agreement, as applicable; (ii) uncertainties as to the timing of the consummation
of the proposed Merger and Asset Sale and the ability of each party to consummate the proposed Merger and Asset Sale; (iii) risks
related to NTN’s and Brooklyn’s ability to manage their respective operating expenses and expenses associated with
the proposed Merger and Asset Sale, as applicable, pending closing of the Merger; (iv) the risk that, as a result of adjustments
to the exchange ratio, NTN stockholders and Brooklyn members could own more or less of the combined company than is currently
anticipated; (v) NTN’s continued listing on the NYSE American; (vi) uncertainties related to the impact of the COVID-19
pandemic on the business and financial condition of NTN, Brooklyn and the combined company and the ability of NTN and Brooklyn
to consummate the Merger and NTN and eGames.com to consummate the Asset Sale; (vii) NTN’s ability to continue to operate
as a going concern if the proposed Merger or Asset Sale is not consummated in a timely manner, or at all; (viii) Brooklyn’s
need for, and the availability of, substantial capital in the future to fund its operations and research and development activities;
(ix) Brooklyn’s ability to successfully progress research and development efforts after the Merger, including its manufacturing
development efforts, and to create effective, commercially-viable products; (x) the success of Brooklyn’s product candidates
in completing pre-clinical or clinical testing and being granted regulatory approval to be sold and marketed in the United States
or elsewhere; (xi) the outcome of any legal proceedings that may be instituted against NTN, Brooklyn, eGames.com or others related
to the Merger Agreement or the Asset Purchase Agreement, as applicable; (xii) the occurrence of any event, change or other circumstance
or condition that could give rise to the termination of either or both of those agreements; (xiii) potential adverse reactions
or changes to business relationships resulting from the announcement or completion of the proposed Merger or Asset Sale; and (xiv)
those risks and uncertainties discussed in NTN’s reports filed with the SEC, including its 2019 Annual Report, its Quarterly
Reports on Form 10-Q and Current Reports on Form 8-K, as well as other documents that may be filed by NTN from time to time with
the SEC available at www.sec.gov.
You
should not rely upon forward-looking statements as predictions of future events. NTN cannot assure you that the events and circumstances
reflected in the forward-looking statements will be achieved or occur, and actual results could differ materially from those projected
in the forward-looking statements. The forward-looking statements made in this communication speak only as of the date on which
they were made. NTN does not undertake any obligation to update the forward-looking statements contained herein to reflect events
that occur or circumstances that exist after the date hereof, except as may be required by applicable law or regulation.
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Item
9.01
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Financial
Statements and Exhibits.
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(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 23, 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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