NTN BUZZTIME, INC. (NYSEMKT:NTN) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01
| Entry into a Material Definitive Agreement. |
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 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 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.
| Item 8.01 | Other Events. |
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 | Financial Statements and Exhibits. |
(d) Exhibits.
The list of exhibits called for by this Item is incorporated by
reference to the Exhibit Index following the 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 Companys 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 Companys expectations.
Factors that could cause actual results to differ materially from
the forward-looking statements include, but are not limited to,
the Companys 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 Companys forward-looking statements are disclosed
in the Offering Prospectus and the Companys reports filed with
the SEC.
About NTN BUZZTIME, INC. (NYSEMKT:NTN)
NTN Buzztime, Inc., formerly Alroy Industries, delivers entertainment and dining technology to bars and restaurants in North America. The Company provides an entertainment and marketing services platform for hospitality venues that offers games, events, and entertainment experiences to their customers. Its customers offer guests trivia, card, sports and arcade games, nationwide competitions, and self-service dining features, including dynamic menus, touchscreen ordering and secure payment by licensing the Company’s customizable solution. Its platform creates connections among the players and venues. Its network subscriber venues are related to national and regional restaurant brands, including Buffalo Wild Wings, Old Chicago, Beef O’Brady’s, Aroogas, Buffalo Wings & Rings, Native New Yorker and Boston Pizza. Its entertainment system enables players to interact at the venue, and it also enables competition between venues, referred to as multiplayer gaming. NTN BUZZTIME, INC. (NYSEMKT:NTN) Recent Trading Information
NTN BUZZTIME, INC. (NYSEMKT:NTN) closed its last trading session up +0.05 at 8.05 with 55,500 shares trading hands.