UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13D

(Rule 13d-101)

 

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

§ 240.13d-2(a)

 

(Amendment No. 1)1

 

NTN Buzztime, Inc.

(Name of Issuer)

 

Common Stock, $0.005 par value

(Title of Class of Securities)

 

629410606

(CUSIP Number)

 

Milton C, Ault III

AULT GLOBAL Holdings, Inc.

11411 Southern Highlands Parkway, Suite 240

Las Vegas, NV 89141

(949) 444-5464

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

 

February 18, 2021

(Date of Event Which Requires Filing of This Statement)

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this Schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ¨.

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.

 

_______________

1       The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

 

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

   
 

 

CUSIP No. 629410606

 

 

1

NAME OF REPORTING PERSONS

 

Ault Global Holdings, Inc.

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*(a) ¨

(b) ¨

3

SEC USE ONLY

 

4

SOURCE OF FUNDS

WC

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) ¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

DELAWARE

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
7

SOLE VOTING POWER

 

295,000

8

SHARED VOTING POWER

 

0

9

SOLE DISPOSITIVE POWER

 

295,000

10

SHARED DISPOSITIVE POWER

 

0

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

295,000

12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

9.96%

14

TYPE OF REPORTING PERSON

 

CO

 

- 2 -
 

 

CUSIP No. 629410606

 

The following constitutes Amendment No. 3 to the Schedule 13D filed by the undersigned (the “Schedule 13D”). This Amendment No. 1 amends the Schedule 13D as specifically set forth herein.

 

Item 4.Purpose of Transaction.

 

Item 4 is hereby amended to add the following:

 

On February 18, 2021, AGH issued a press release which stated that it believes that the assets and customer lists that the Issuer has agreed to sell are undervalued and that AGH intends not to vote its Shares at the Issuer’s upcoming special meeting of stockholders scheduled for March 15, 2021. Accordingly, this intention not to vote effectively will count as votes ‘against’ the proposals requiring approval of a majority of shares outstanding.

 

Item 7.Material to be Filed as Exhibits.

 

99.1 Press Release, dated February 18, 2021.

 

- 3 -
 

 

CUSIP No. 629410606

 

 

SIGNATURES

 

After reasonable inquiry and to the best of his knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

Dated: February 22, 2021

 

  AULT GLOBAL HOLDINGS, INC.
     
  By:  /s/ Milton C. Ault III
   

Name:  

Milton C. Ault III

    Title: Executive Chairman 

 

 

- 4 -

 

 

 

 

 

Exhibit 99.1

 

 

 

 

Ault Global Holdings Acquires 9.96% Equity Interest in NTN Buzztime

 

Considers Assets of NTN Undervalued by Proposed Transactions and Intends Not to Vote its Shares at Upcoming Special Meeting on March 15, 2021

 

Las Vegas, NV, February 18, 2021 – Ault Global Holdings, Inc. (NYSE American: DPW), a diversified holding company (the “Company”), announced that as of January 29, 2021, the Company had purchased an aggregate of 295,000 shares of common stock or 9.96% equity interest in NTN Buzztime, Inc. (NYSE American: NTN) (“NTN”). The Company purchased the shares of common stock at a weighted average price of $3.42 per share in the open market, for total gross proceeds of $1,010,095. For further information, see the Schedule 13D filed by the Company on January 29, 2021.

 

Milton “Todd” Ault, III, the Executive Chairman of the Company, stated, “We believe NTN’s assets, particularly its gaming assets and customer lists, are significantly undervalued by the transactions that NTN plans to put to a stockholder vote at the special meeting of stockholders scheduled for March 15, 2021. In our view, the best outcome for stockholders would be for NTN to be unable to obtain stockholder approval required to proceed with those transactions, so the Board of Directors and senior management will need to explore other options to derive the best value for stockholders from either the sale of these assets or other initiatives.”

 

Mr. Ault continued: “As disclosed by NTN, its bylaws state that a quorum will be needed for NTN to hold the special meeting, which requires the presence of stockholders holding a majority of the shares of stock issued and outstanding and entitled to vote. NTN also stated that certain of the proposals will require approval of a majority of the outstanding shares of NTN common stock. Therefore, we intend not to vote our shares at the special meeting, such that our shares will not be counted toward a quorum for purposes of the special meeting, and effectively will count as votes ‘against’ the proposals requiring approval of a majority of the shares outstanding.”

 

For more information on Ault Global Holdings and its subsidiaries, the Company recommends that stockholders, investors and any other interested parties read the Company’s public filings and press releases available under the Investor Relations section at www.AultGlobal.com or available at www.sec.gov.

 

 

About Ault Global Holdings, Inc.

 

Ault Global Holdings, Inc. is a diversified holding company pursuing growth by acquiring undervalued businesses and disruptive technologies with a global impact. Through its wholly and majority-owned subsidiaries and strategic investments, the Company provides mission-critical products that support a diverse range of industries, including defense/aerospace, industrial, automotive, telecommunications, medical/biopharma, and textiles. In addition, the Company extends credit to select entrepreneurial businesses through a licensed lending subsidiary. Ault Global Holding’s headquarters are located at 11411 Southern Highlands Parkway, Suite 240, Las Vegas, NV 89141; www.AultGlobal.com.

 

   
 

 

 

 

 

Forward-Looking Statements

 

This press release contains “forward looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements generally include statements that are predictive in nature and depend upon or refer to future events or conditions, and include words such as “believes,” “plans,” “anticipates,” “projects,” “estimates,” “expects,” “intends,” “strategy,” “future,” “opportunity,” “may,” “will,” “should,” “could,” “potential,” or similar expressions. Statements that are not historical facts are forward-looking statements. Forward-looking statements are based on current beliefs and assumptions that are subject to risks and uncertainties. Forward-looking statements speak only as of the date they are made, and the Company undertakes no obligation to update any of them publicly in light of new information or future events. Actual results could differ materially from those contained in any forward-looking statement as a result of various factors. More information, including potential risk factors, that could affect the Company’s business and financial results are included in the Company’s filings with the U.S. Securities and Exchange Commission, including, but not limited to, the Company’s Forms 10-K, 10-Q and 8-K. All filings are available at www.sec.gov and on the Company’s website at www.AultGlobal.com.

 

Contacts:

IR@AultGlobal.com or 1-888-753-2235