8-K

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): July 6, 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)

(760) 438-7400

(Registrant’s telephone number, including area code)

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):

[  ]	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))

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. [  ]

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On July 6, 2017, our board of directors elected each of Gregg Thomas and Richard Simtob to our board of directors, each effective July 7, 2017. Their elections filled two vacancies on our board of directors that were created by the resignations of each of Mary Beth Lewis and Tony Uphoff, each effective July 6, 2017. There were no disagreements between us and either Ms. Lewis or Mr. Uphoff relative to either of their resignations.

Mr. Thomas was appointed to our audit committee and will replace Ms. Lewis as our audit committee chair, effective July 7, 2017. Mr. Simtob was appointed to our audit committee and to our nominating and corporate governance/compensation committee, in each case, effective July 7, 2017.

Mr. Thomas and Mr. Simtob were elected upon the recommendation of our nominating and corporate governance/compensation committee, which considered the qualification guidelines previously adopted by our board of directors, the current composition of our board of directors and our operating requirements. Our board of directors has determined that Mr. Thomas and Mr. Simtob each qualify as an independent director under applicable SEC and NYSE MKT rules. There was no arrangement or understanding between Mr. Thomas or Mr. Simtob and any other person pursuant to which either of Mr. Thomas or Mr. Simtob were selected as a director.

Mr. Thomas and Mr. Simtob will each be compensated in accordance with our standard compensation policies and practices for non-employee directors, the components of which were disclosed in our proxy statement for our 2017 annual meeting of stockholders dated April 28, 2017, and which consists of an annual retainer for serving as a director, an annual retainer for serving on our audit committee and our nominating and corporate governance/compensation committee, and a stock option grant upon commencement of their service as a director and upon their re-election to our board of directors.

In November 2016, we closed a registered direct offering in which we raised approximately $2.7 million of net proceeds after deducting offering expenses. Mr. Simtob invested $250,000 in that offering.

We issued a press release announcing the election of each of Mr. Thomas and Mr. Simtob, a copy of which is attached to this report as an exhibit and incorporated by reference herein.

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 signature page of this report.

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.

NTN BUZZTIME, INC.
By:	/s/ Allen Wolff
	Allen Wolff
	Chief Financial Officer and Executive Vice President

Date: July 10, 2017

Exhibit Index

Exhibit Number	Description
99.1	Press release issued on July 10, 2017

EX-99.1

NTN Buzztime Appoints Two New Independent Members

to the Board of Directors

CARLSBAD, Calif., July 10, 2017— NTN Buzztime, Inc. (NYSE MKT: NTN) appointed independent directors Gregg Thomas, 56, and Richard Simtob, 47, to its board of directors effective July 7, 2017. They will replace Mary Beth Lewis and Tony Uphoff, who both resigned as of July 6, 2017. The board count will remain at six members.

NTN Buzztime Chairman Jeff Berg stated, “I welcome Gregg and Richard to our board of directors. Both have significant experience in the restaurant industry. For two decades, Gregg has led a financial services and advisory firm specializing in restaurants and retail. He has encountered and resolved many challenges as well as helped craft numerous growth plans. Richard’s hands-on experience as president of a fast-casual dining chain will be valuable. In addition, he brings his perspective as an industry investor. We look forward to both Gregg and Richard’s contributions. We also thank both Mary Beth and Tony for their service over the course of their tenure and wish them the best in their various endeavors.”

Ram Krishnan, NTN Buzztime Chief Executive Officer, said, “Buzztime delivers exceptional guest experiences by leveraging technology to build upon our service. Today, we are better positioned with a strengthened balance sheet, improved infrastructure and enhanced offering. Now, we are focused on educating chains and independents about the power of the Buzztime Effect to create differentiation, attract customers and increase loyalty even when the industry is tackling headwinds. Further, we are evaluating opportunities in adjacent markets. We are excited to incorporate Richard and Gregg’s ideas as we execute our growth strategy.”

Gregg Thomas

Mr. Thomas founded CFO Advisors, LLC, a financial services and advisory firm for the restaurant and retail industry in 1994 and has served as partner since then. Over the last two decades, Mr. Thomas and his firm have served over 50 brands representing in excess of 2,000 locations. He began his career at Plante Moran, where he earned his CPA.

Mr. Thomas holds a B.S. in accounting from the University of Michigan and a Master’s in taxation from Walsh College.

Richard Simtob

Mr. Simtob is a minority-owner of Zoup! Fresh Soup Company, L.L.C., a company that operates and franchises fast-casual soup restaurants. He has served as president since January 2010 and as one of its directors since April 2010. Concurrently, Mr. Simtob has been serving as president of Simtob Investments Inc. since January 2001. From January 2004 through July 2009, Mr. Simtob was also a partner at Wireless Toyz Franchise, LLC, a cellular service provider, where he also served in various roles such as vice president of development, chief financial officer and chief operating officer. Mr. Simtob was one of the investors in NTN Buzztime’s November 2016 capital raise.

Mr. Simtob studied at University of Western Ontario.

About Buzztime

Buzztime (NYSE MKT: NTN) delivers interactive entertainment and innovative dining technology to bars and restaurants in North America. Venues license Buzztime’s customizable solution to differentiate themselves via competitive fun by offering guests trivia, card, sports and arcade games, nationwide competitions, personalized menus and self-service dining features. Buzztime’s platform improves operating efficiencies, creates connections among the players and venues, and amplifies guests’ positive experiences. Founded in 1984, Buzztime has accumulated over 9 million player registrations and over 136 million games were played in 2016 alone. For more information, please visit http://www.buzztime.com or follow us on Facebook or Twitter @buzztime.

LHA Investor Relations:

Kirsten Chapman, buzztime@lhai.com (415) 433-3777