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 10, 2017
NTN BUZZTIME, INC.
(Exact name of Registrant as Specified in Charter)
| Delaware | 001-11460 | 31-1103425 | ||
|
(State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
| 2231 Rutherford Rd. Suite 200 | ||
| Carlsbad, California | 92008 | |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including area code : (760) 438-7400
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:
| [ ] | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| [ ] | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| [ ] | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| [ ] | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
On April 10, 2017, we filed a certificate of decrease with the Secretary of State of the State of Delaware with respect to the shares of our preferred stock designated as Series A Convertible Preferred Stock for the purpose of decreasing the number of shares of Series A stock authorized for issuance from 5,000,000 to 156,112. The effective date of the filing is April 10, 2017. The certificate of decrease is attached as an exhibit to this report and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | ||
| 3.1 | Certificate of Decrease of the Series A Convertible Preferred Stock |
| 2 |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| NTN BUZZTIME, INC. | ||
| Dated: April 12, 2017 | By: | /s/ Allen Wolff |
| Allen Wolff | ||
| Chief Financial Officer and Executive Vice President | ||
| 3 |
Exhibit 3.1
CERTIFICATE OF DECREASE
OF THE
SERIES A CONVERTIBLE PREFERRED STOCK
OF
NTN BUZZTIME, INC.
Pursuant to Section 151(g) of the
General Corporation Law of the State of Delaware
Reference is made to the Restated Certificate of Incorporation (the “Restated Certificate”) of NTN Buzztime, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), which certificate was dated August 9, 2013 and was duly filed with the Secretary of State of the State of Delaware on August 9, 2013.
The Corporation hereby certifies that, pursuant to the Restated Certificate, as amended, and in accordance with Section 151(g) of the Delaware General Corporations Law, the Board of Directors of the Corporation on April 9, 2017, duly adopted the following resolutions authorizing and directing a decrease in the number of shares of the Corporation designated as Series A Convertible Preferred Stock, which resolutions remains in full force and effect as of the date hereof:
“RESOLVED, that pursuant to the authority granted to and vested in the Board of Directors and in accordance with the provisions of the Restated Certificate, subject to the filing of a certificate with the Secretary of State of the State of Delaware under Section 151(g) of the General Corporation Law of the State of Delaware, the number of shares of Series A Convertible Preferred Stock designated in the Restated Certificate is reduced from 5,000,000 to 156,112;
RESOLVED FURTHER, that the proper officers of the Corporation be and hereby are authorized and directed to execute, deliver, and file a certificate setting forth the foregoing resolution with the Secretary of State of the State of Delaware pursuant to the provisions of Section 151(g) of the General Corporation Law of the State of Delaware for the purpose of effecting the foregoing resolution, and that in accordance with Section 151(g), when such certificate is filed, it shall have the effect of amending the Restated Certificate.”
IN WITNESS WHEREOF, the Corporation has caused this Certificate of Decrease to be duly executed by its authorized officer this 10 th day of April, 2017.
| NTN Buzztime, Inc. | ||
| By: | /s/ Ram Krishnan | |
| Ram Krishnan | ||
| Chief Executive Officer and President | ||