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Share Name | Share Symbol | Market | Type |
---|---|---|---|
NTN Buzztime Inc New | AMEX:NTN | AMEX | Common Stock |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 2.70 | 0 | 01:00:00 |
• | 73,659 Commitment Shares that we issued to Lincoln Park as consideration for its commitment to purchase shares of our common stock under the Purchase Agreement; and |
• | Up to 2,856,578 shares of our common stock we may issue and sell to Lincoln Park from time to time, at our sole discretion, during the 24-month period commencing on the Commencement Date in accordance with the Purchase Agreement. |
• | 480,322 shares of our common stock issuable upon the exercise of stock options outstanding as of March 20, 2023, at a weighted-average exercise price of $41.40 per share; |
• | 4,712,757 shares of our common stock issuable upon the exercise of warrants outstanding as of March 20, 2023, at a weighted-average exercise price of $5.82 per share; |
• | 295,176 shares of our common stock reserved for future issuance under our Restated 2020 Stock Incentive Plan; |
• | 65,175 shares of our common stock reserved for future issuance under our 2021 Inducement Stock Incentive Plan; |
• | 1,312 shares of our common stock issuable upon the vesting of restricted stock units; and |
• | 6,504 shares of our common stock issuable upon the conversion of the Series A Convertible Preferred Stock. |
• | our dependence on in-licensed intellectual property; |
• | our ability to enter into and sustain strategic partnerships with respect to the potential licensing of our intellectual property; |
• | our expectations regarding our ability to fund our operating expenses and capital expenditure requirements with our cash, cash equivalents and investments; |
• | our estimates regarding expenses, future revenue, capital requirements and needs for additional financing; |
• | our intellectual property position and strategy; |
• | developments relating to our competitors and our industry; |
• | the impact of government laws and regulations; and |
• | our ability to continue as a going concern. |
• | up to 40,000 shares, provided that the closing sale price of the common stock on the applicable purchase date is not below $4.50; |
• | up to 50,000 shares, provided that the closing sale price of the common stock on the applicable purchase date is not below $5.00; and |
• | up to 90,000 shares, provided that the closing sale price of the common stock on the applicable purchase date is not below $6.00 (each of such share and dollar amounts subject to adjustment for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction as provided in the Purchase Agreement). |
• | the lowest sale price for our common stock on the purchase date for such Regular Purchase; and |
• | the arithmetic average of the three lowest closing sale prices for our common stock during the 10 consecutive business days ending on the business day immediately preceding the purchase date for such Regular Purchase. |
• | 30% of the aggregate number of shares of our common stock traded during all or, if certain trading volume or market price thresholds specified in the Purchase Agreement are crossed on the applicable Accelerated Purchase Date, the portion of the normal trading hours the applicable Accelerated Purchase Date prior to such time that any one of such thresholds is crossed, which period of time on the applicable Accelerated Purchase Date we refer to as the “Accelerated Purchase Measurement Period”; and |
• | 300% of the number of shares of common stock purchased pursuant to the corresponding Regular Purchase. |
• | the volume weighted average price of our common stock during the Accelerated Purchase Measurement Period on the applicable Accelerated Purchase Date; and |
• | the closing sale price of our common stock on the applicable Accelerated Purchase Date. |
• | 30% of the aggregate number of shares of our common stock traded during the portion of the normal trading hours on the applicable Accelerated Purchase Date determined in accordance with the Purchase Agreement, which period of time on the applicable Accelerated Purchase Date we refer to as the Additional Accelerated Purchase Measurement Period; and |
• | 300% of the number of shares of common stock purchased pursuant to the Regular Purchase corresponding to the Accelerated Purchase effected on such same Accelerated Purchase Date. |
• | the volume weighted average price of our common stock during the applicable Additional Accelerated Purchase Measurement Period for such Additional Accelerated Purchase; and |
• | the closing sale price of our common stock on the applicable same Accelerated Purchase Date. |
• | the effectiveness of the registration statement of which this prospectus forms a part lapses for any reason (including, without limitation, the issuance of a stop order), or any required prospectus supplement and accompanying prospectus are unavailable for the resale by Lincoln Park of our common stock offered hereby, and such lapse or unavailability continues for a period of 10 consecutive business days or for more than an aggregate of 30 business days in any 365-day period; |
• | suspension by our principal market of our common stock from trading for a period of one business day; |
• | the de-listing of our common stock from The Nasdaq Capital Market, our principal market, or any nationally recognize successor thereto, unless our common stock is not immediately thereafter trading on the New York Stock Exchange, The Nasdaq Global Market, The Nasdaq Global Select Market, the NYSE American, the NYSE Arca, or the OTCQX Best Market or the OTCQB Venture Market operated by OTC Markets Group Inc. (or any nationally recognized successors thereto); |
• | the failure of our transfer agent to issue to Lincoln Park shares of our common stock within two business days after the applicable date on which Lincoln Park is entitled to receive such shares of our common stock; |
• | our breach of any of the representations or warranties or covenants contained in the Purchase Agreement or Registration Rights Agreement that has or could have a material adverse effect on us and, in the case of a breach of a covenant that is reasonably curable, that is not cured within five consecutive business days; |
• | any voluntary or involuntary participation or threatened participation in insolvency or bankruptcy proceedings by or against us; |
• | if at any time we are not eligible to transfer our common stock electronically; or |
• | if at any time we have issued and sold under the Purchase Agreement an aggregate number of shares of common stock equal to the Exchange Cap (to the extent applicable under the terms of the Purchase Agreement) and our stockholders have not approved the issuance of shares of common stock under the Purchase Agreement in excess of the Exchange Cap in accordance with applicable Nasdaq listing rules. |
Assumed Average Purchase Price Per Share | | | Number of Shares to be Issued if Full Purchase(1) | | | Percentage of Outstanding Shares of Common Stock After Giving Effect to the Sales to Lincoln Park(2) | | | Gross Proceeds from the Future Sale of Shares to Lincoln Park Under the Purchase Agreement(1) |
$3.50 | | | 2,856,578 | | | 35.45% | | | $9,998,023 |
$3.6094(3) | | | 2,770,544 | | | 34.76% | | | $10,000,000 |
$4.00 | | | 2,500,000 | | | 32.46% | | | $10,000,000 |
$4.50 | | | 2,222,222 | | | 29.94% | | | $10,000,000 |
$5.00 | | | 2,000,000 | | | 27.77% | | | $10,000,000 |
(1) | Although the Purchase Agreement provides that we may sell up to $10,000,000 of our common stock to Lincoln Park, we are only registering 2,930,237 shares of our common stock for resale under the registration statement of which this prospectus forms a part, including the 73,659 Commitment Shares that we issued to Lincoln Park on April 6, 2023 in consideration of Lincoln Park’s commitment to purchase shares of our common stock at our direction under the Purchase Agreement, for which received no cash proceeds. Therefore, only 2,856,578 of such shares represent shares that we may issue and sell to Lincoln Park for cash consideration in purchases under the Purchase Agreement. We have included in this column only the 2,856,578 shares that we may issue and sell to Lincoln Park for cash consideration in purchases under the Purchase Agreement that are being registered for resale in the offering made by this prospectus (excluding the 73,659 Commitment Shares), giving effect to the Exchange Cap but without regard for the Beneficial Ownership Limitation. |
(2) | The denominator is based on 5,200,729 shares of our common stock outstanding as of April 13, 2023 (which includes the 73,659 Commitment Shares), adjusted to include the number of shares of our common stock set forth in the adjacent column. The numerator is based on the number of shares of our common stock set forth in the adjacent column. |
(3) | The Minimum Price. |
• | the corporation has elected in its certificate of incorporation not to be governed by Section 203; |
• | the business combination or the transaction which resulted in the stockholder becoming an interested stockholder was approved by the board of directors of the corporation before the date of the business combination or the date such stockholder became an interested stockholder, as applicable; |
• | upon consummation of the transaction that made such stockholder an interested stockholder, the interested stockholder owned at least 85% of the “voting stock” (as defined in Section 203) of the corporation outstanding at the commencement of the transaction excluding voting stock owned by directors who are also officers or held in employee benefit plans in which the employees do not have a confidential right to tender stock held by the plan in a tender or exchange offer; or |
• | the business combination is approved by the board of directors and by the stockholders (acting at a meeting and not by written consent) by the affirmative vote of at least 66-2/3% of the outstanding voting stock which is not “owned” (as defined in Section 203) by the interested stockholder. |
(1) | Josh Scheinfeld and Jonathan Cope, the Managing Members of Lincoln Park Capital, LLC, the manager of Lincoln Park Capital Fund, LLC, are deemed to be beneficial owners of all of the shares of common stock owned directly by Lincoln Park Capital Fund, LLC. Messrs. Cope and Scheinfeld have shared voting and investment power over the shares of common stock being offered under the registration statement filed with the SEC in connection with the transactions contemplated under the Purchase Agreement and the Registration Rights Agreement. Neither Lincoln Park Capital, LLC nor Lincoln Park Capital Fund, LLC is a licensed broker dealer or an affiliate of a licensed broker dealer. |
(2) | Represents the 73,659 Commitment Shares that we issued to Lincoln Park on April 6, 2023 as consideration for its commitment to purchase our common stock at our direction under the Purchase Agreement. In accordance with Rule 13d-3(d) under the Exchange Act, we have excluded from the number of shares of our common stock beneficially owned prior to the offering all of the 2,856,578 shares of our common stock that we may issue and sell to Lincoln Park pursuant to the Purchase Agreement from and after commencement that are being registered for resale under the registration statement that includes this prospectus, because the issuance and sale of such shares to Lincoln Park under the Purchase Agreement is solely at our discretion and is subject to certain conditions, the satisfaction of all of which are outside of Lincoln Park’s control, including the registration statement that includes this prospectus becoming and remaining effective under the Securities Act. Furthermore, under the terms of the Purchase Agreement, issuances and sales of shares of our common stock to Lincoln Park under the Purchase Agreement are subject to certain limitations on the amounts we may sell to Lincoln Park at any time, including the Exchange Cap and the Beneficial Ownership Limitation. See the description under the heading “The Lincoln Park Transaction” for more information about the Purchase Agreement. |
(3) | Although the Purchase Agreement provides that we may sell up to $10,000,000 of our common stock to Lincoln Park, we are only registering 2,930,237 shares of our common stock for resale under this prospectus, including the 73,659 Commitment Shares that we issued to Lincoln Park on April 6, 2023 as consideration for its commitment to purchase our common stock at our direction under the Purchase Agreement, for which we will receive no cash proceeds. Therefore, only 2,856,578 of such shares represent shares that we may issue and sell to Lincoln Park for cash consideration in purchases under the Purchase Agreement from time to time, at our sole discretion, during the 24-month period commencing on the Commencement Date. Depending on the price per share at which we sell our common stock to Lincoln Park pursuant to the Purchase Agreement, we may need to sell to Lincoln Park under the Purchase Agreement more shares of our common stock than are offered under this prospectus in order to receive aggregate gross proceeds equal to the full $10,000,000 available to us under |
(4) | Assumes the sale of all shares of our common stock registered for resale by the selling stockholder pursuant to the registration statement that includes this prospectus, although the selling stockholder is under no obligation known to us to sell any shares of common stock at any particular time. |
• | ordinary brokers’ transactions; |
• | transactions involving cross or block trades; |
• | through brokers, dealers, or underwriters who may act solely as agents; |
• | “at the market” into an existing market for the shares of our common stock; |
• | in other ways not involving market makers or established business markets, including direct sales to purchasers or sales effected through agents; |
• | in privately negotiated transactions; or |
• | any combination of the foregoing. |
• | our Annual Report on Form 10-K for the fiscal year ended December 31, 2022, filed with the SEC on March 20, 2023; |
• | our Current Reports on Form 8-K, filed with the SEC on January 4, 2023, January 10, 2023, January 26, 2023, February 22, 2023, and April 11, 2023; and |
• | the Company’s Registration Statement on Form 8-A filed with the SEC on October 22, 2021, in which there is described the terms, rights and provisions applicable to the shares of the Company’s common stock, including any amendment or report filed for the purpose of updating such description, including the description of the common stock filed as Exhibit 4.1 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021 filed on April 15, 2022. |
1 Year NTN Buzztime Chart |
1 Month NTN Buzztime Chart |
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