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NTN > SEC Filings for NTN > Form 8-K on 29-Apr-2009All Recent SEC Filings

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Form 8-K for NTN BUZZTIME INC


29-Apr-2009

Entry into a Material Definitive Agreement, Financial Statements and Exhibits


Item 1.01. Entry into a Material Definitive Agreement.

On April 24, 2009, NTN Buzztime, Inc. (the "Company"), entered into an Asset Purchase Agreement (the "Agreement") with iSports Inc., a California corporation (the "Seller") providing for the sale of substantially all of Seller's assets used in the conduct of its business as a provider of mobile sports and entertainment content (the "Acquired Assets") and the assumption by the Company of certain liabilities of Seller. The sale was consummated the same day. Pursuant to the terms of the Agreement, in consideration for the Acquired Assets, the Company issued to Seller (i) five hundred thousand (500,000) unregistered shares of the Company's common stock, $0.005 par value per share (the "Common Stock"), (ii) a warrant to purchase one million (1,000,000) shares of unregistered Common Stock, with an exercise price of $0.30 per share, and
(iii) a warrant to purchase five hundred thousand (500,000) shares of unregistered Common Stock, with an exercise price of $0.50 per share. In addition, if certain business conditions are satisfied in each of 2009, 2010 and 2011, the Company would pay as additional consideration 35% of the amount by which the Company's net media revenues (as defined in the Agreement) for such years exceed specified threshold amounts. The Agreement contains customary representations, warranties and covenants.

Each of the warrants is exercisable for a period of eight years from the date of issuance and contains a cashless or net exercise provision.

The Acquired Assets were used by Seller in the business of delivering over a mobile platform near real-time sports scores and news, and unique interactive gameplay within a graphically rich user experience. In connection with the closing under the Agreement, the Company has employed the Seller's former CEO, Nick Glassman, and its former President and COO, Kartik Ramachandran. There is no material relationship, other than in respect of the Agreement, between the Company and its affiliates, or any director or officer of the Company, or any associate of any such director or officer on the one hand, and the Seller or any of its directors or officers on the other hand.



ITEM 9.01 Financial Statements and Exhibits

(d) Exhibits

99.1 Press Release dated April 24, 2009


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