Current Report Filing (8-k)
August 12 2020 - 4:55PM
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): August 12, 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
3.01.
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Notice
of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer Listing.
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As
previously reported, we are not in compliance with NYSE American LLC’s (“NYSE American”) continued listing standards.
Specifically, we are not in compliance with Sections 1003(a)(ii) and (iii) of the NYSE American Company Guide (the “Company
Guide”) because we reported stockholders’ equity of less than $6 million and $4 million as of December 31, 2019 and
March 31, 2020, respectively, and had net losses in our five most recent fiscal years ended December 31, 2019. Our stockholders’
equity was $5.09 million and $3.8 million as of December 31, 2019 and March 31, 2020, respectively. As a result, we became subject
to the procedures and requirements of Section 1009 of the Company Guide, which included submitting a plan to NYSE Regulation,
Inc. (“NYSE Regulation”) advising of actions we have taken or will take to regain compliance with Sections 1003(a)(ii)
and (iii) of the Company Guide by September 27, 2021. As previously reported, NYSE Regulation notified us that it accepted our
plan to regain compliance and granted us a plan period that extends through September 27, 2021.
On
August 12, 2020, we received a letter from the NYSE Regulation stating that we are not in compliance with Section 1003(a)(i) of
the Company Guide because we reported stockholders’ equity of less than $2 million as of June 30, 2020 and had net losses
in two of our three most recent fiscal years ended December 31, 2019. Our stockholders’ equity was $1.9 million as of June
30, 2020. 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 current noncompliance with Sections 1003(a)(ii) and (iii) of the Company
Guide, we are not required to submit a new compliance plan.
The
listing of our common stock on the NYSE American is being continued during the plan period pursuant to an extension. The NYSE
Regulation staff will review us periodically for compliance with initiatives outlined in our plan. If we are not in compliance
with Sections 1003(a)(i), (ii) and (iii) by September 27, 2021 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
can give no assurances that we will be able to maintain the listing of our common stock on the NYSE American. Our common stock
could be delisted because we do not make progress consistent with our plan during the plan period, because we do not regain compliance
with Sections 1003 (a)(i), (ii) and (iii) by September 27, 2021, or because we fall below compliance with other NYSE American
listing standards.
On
August 12, 2020, we issued a press release announcing the receipt of the letter described above, a copy of the press release is
attached hereto as Exhibit 99.1 and is incorporated by reference herein.
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:
August 12, 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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