What changed in this filing

/stocks — the workspaceLOADING

Item 1. Business

2021-03-11 compared with 2020-03-19 · 309 added, 178 removed, 104 unchanged (82% of the section changed)

Merger and Asset Sale

Merger with Brooklyn Immunotherapeutics LLC

August 12, 2020, we entered into an agreement and plan of merger and reorganization (the “Merger Agreement”) with

Brooklyn Immunotherapeutics LLC (“Brooklyn”), a privately-held, biopharmaceutical company focused on exploring the

role that cytokine-based therapy can have in treating patients with cancer.

Pursuant to the Merger Agreement, subject to the satisfaction

or waiver of the conditions set forth in the agreement, BIT Merger Sub, Inc., our wholly-owned subsidiary formed solely for purposes

of carrying out the merger, will merge with and into Brooklyn, with Brooklyn surviving the merger as a wholly-owned subsidiary

of our company and Brooklyn’s members receiving newly issued shares of our common stock in exchange for their ownership

interests in Brooklyn (the “Merger”).

The Merger, if completed, will result in a change in control of NTN as described

The Merger is expected to close in mid- to late-March 2021.

filed a registration statement on Form S-4 relating to the Merger and the proposed sale of our assets to eGames.com Holdings LLC

(described further below) with the SEC and such registration statement was declared effective on February 3, 2021.

will be holding our special meeting of stockholders to consider the Merger, the Asset Sale (as defined below) and related proposals

on March 15, 2021 at 9:00 a.m., Pacific Time, unless postponed or adjourned to a later date or time.

Additional details regarding

the proposals and the special meeting are in the proxy statement/prospectus/consent solicitation statement relating to the special

meeting filed with the SEC on February 8, 2021 (the “Proxy Statement”).

the Merger is completed, NTN expects to change its name to Brooklyn ImmunoTherapeutics, Inc.

and the combined company will focus

on Brooklyn’s business of exploring the role that cytokine-based therapy can have on the immune system in treating patients

Upon completion of the Merger, the board of directors of the combined company is expected to consist entirely of

individuals designated by Brooklyn and the officers of the combined company are expected to be members of Brooklyn’s current

management team.

the Merger is completed, at the effective time of the Merger, Brooklyn’s members will exchange their equity interests in

Brooklyn for shares of NTN common stock representing between approximately 94.08% and 96.74% of the outstanding common stock of

NTN immediately following the effective time of the Merger on a fully diluted basis (less a portion of such shares which will

be allocated to Brooklyn’s banker, Maxim, in respect of the success fee owed to it by Brooklyn), and NTN’s stockholders

as of immediately prior to the effective time, will own between approximately 5.92% and 3.26% of the outstanding common stock

of NTN immediately after the effective time of the Merger on a fully diluted basis.

The exact number of shares to be issued in

the Merger will be determined pursuant to a formula in the Merger Agreement that takes into account the amount of Brooklyn’s

cash and cash equivalents as of the closing of the Merger and the amount by which NTN’s net cash is less than zero at the

The Merger Agreement does not include provisions providing for an adjustment to the total shares of NTN common stock

that Brooklyn’s members will be entitled to receive for changes in the market price of NTN common stock.

Merger Agreement contains customary representations, warranties and covenants made by NTN and Brooklyn, including covenants relating

to both parties using their commercially reasonable efforts to cause the transactions contemplated by the Merger Agreement to

be satisfied, as well as covenants regarding the conduct of their respective businesses between the date of signing of the Merger

Agreement and the closing.

of the Merger is subject to certain closing conditions including, among others, (i) the approval by our stockholders of the issuance

of shares of our common stock to Brooklyn’s members pursuant to the terms of the Merger Agreement and the change of control

of NTN resulting therefrom, (ii) the approval of the Merger and the transactions contemplated by the Merger Agreement by the beneficial

holders of the Class A membership units of Brooklyn, (iii) the amendment of our certificate of incorporation to provide voting

rights to the holders of our Series A Convertible Preferred Stock, (iv) Brooklyn having not less than $10 million in cash and

cash equivalents and not more than $750,000 of indebtedness for borrowed money at the closing, (v) our net cast at the closing

being not less than negative $3 million, and (vi) the shares of our common stock continuing to be traded on the NYSE American

until the effective time of the Merger and the approval for listing of the shares of our common stock to be issued pursuant to

the Merger Agreement on the NYSE American.

In addition, the obligation of each party to consummate the Merger is also conditioned

on the other party’s representations and warranties being true and correct (subject to certain materiality qualifications)

and the other party having performed in all material respects its obligations under the Merger Agreement.

Each party’s obligations

to consummate the Merger are further subject to the absence of a material adverse effect with respect to the other party since

the date of the Merger Agreement.

Merger Agreement contains certain termination rights for each party, including that either party may terminate the Merger Agreement

if the Merger has not been consummated by April 30, 2021, subject to extension under specified circumstances.

The Merger Agreement

also provides that, upon the termination of the Merger Agreement under specified circumstances, NTN or Brooklyn will be required

to pay the other party a $750,000 termination fee or reimburse the other party for up to $250,000 of its third party expenses.

Merger Agreement requires that NTN not solicit proposals relating to alternative transactions and not enter into discussions concerning

or provide confidential information in connection with alternative transactions.

These restrictions are subject to a “fiduciary

provision that allows NTN Buzztime under certain limited circumstances to provide confidential information to, enter

into discussions and negotiations with, and enter into an alternative transaction with a third party and/or to make a recommendation

change adverse to the Merger, which may result in payment of the termination fee described above.

connection with the Merger and the Merger Agreement, each of our directors and officers and certain beneficial holders of the

Class A membership interests of Brooklyn, including the managers and officers of Brooklyn, signed a Support Agreement, made and

entered into as of August 12, 2020, among NTN, Brooklyn, and each such person (the “Support Agreements”).

to the Support Agreements, each director, manager, and officer has agreed that he or she will not, until the termination date

of the Merger Agreement, sell or transfer any shares of our common stock or any of the beneficial interests in the Class A membership

interests of Brooklyn, respectively, that he or she owns or may acquire prior to the termination of the Merger Agreement.

such director, manager, and officer has further agreed that he or she will vote all shares of our common stock and all beneficial

interests in the Class A membership units in Brooklyn, respectively, owned by such individual in favor of the Merger and the transactions

contemplated by the Merger Agreement.

foregoing description of the Merger Agreement and the Support Agreements do not purport to be complete and is qualified in its

entirety by the full text of the agreements, copies of which have been filed with the SEC and are incorporated by reference in

The copies of the Merger Agreement and the Support Agreements filed with the SEC provide investors with information

regarding its terms.

Such copies are not intended to provide any other factual information about NTN or Brooklyn or otherwise

to modify or supplement any factual disclosures about NTN in its reports filed with the SEC.

The representations, warranties and

covenants of each party in the Merger Agreement have been made only for the purposes of, and were and are solely for the benefit

of the parties to, the Merger Agreement, may be subject to limitations agreed upon by the contracting parties, and may be subject

to standards of materiality applicable to the contracting parties that differ from those generally applicable to SEC filings,

and may have been used for purposes of allocating risk among the parties to the Merger Agreement.

Certain of the exhibits and

schedules that are a part of the Merger Agreement are not filed with the SEC and contain information that modifies, qualifies

and creates exceptions to the representations and warranties and certain covenants set forth in the Merger Agreement.

the representations and warranties may not describe the actual state of affairs at the date they were made or at any other time,

and investors should not rely on them as statements of fact.

Asset Sale to eGames.com

NTN announced the signing of the Merger Agreement, NTN also announced that it was continuing to explore the sale of substantially

all of the assets relating to its current business to provide additional capital and allow the combined company following the

closing of the Merger, if it closes, to be in a position to focus exclusively on Brooklyn’s business.

September 18, 2020, NTN and eGames.com Holdings LLC (“eGames.com”) entered into an asset purchase agreement (as amended

from time to time, the “APA”) pursuant to which, subject to the terms and conditions thereof, NTN will sell and assign

(the “Asset Sale”) all of its right, title and interest in and to the assets relating to its current business (the

“Purchased Assets”) to eGames.com.

The Purchased Assets comprise substantially all of NTN’s assets.

At the closing

of the Asset Sale, in addition to assuming specified liabilities of NTN, eGames.com will pay NTN $2.0 million in cash.

In connection

with entering into the APA, the sole owner of eGames.com absolutely, unconditionally and irrevocably guaranteed to NTN the full

and prompt payment when due of any and all amounts, from time to time, payable by eGames.com under the APA.

Asset Sale is expected to close in mid- to late-March 2021.

We will be holding our special meeting of stockholders to consider

the Merger, the Asset Sale and related proposals on March 15, 2021 at 9:00 a.m., Pacific Time, unless postponed or adjourned to

a later date or time.

Additional details regarding the proposals and the special meeting are in the Proxy Statement.

connection with entering into the APA, Fertilemind Management, LLC, an affiliate of eGames.com (“Fertilemind”), on

behalf of eGames.com, made a $1.0 million bridge loan to NTN.

On November 19, 2020, NTN, eGames.com and Fertilemind entered into

an omnibus amendment and agreement pursuant to which, among other things, eGames.com agreed to provide, or cause Fertilemind,

on behalf of eGames.com, to provide, an additional $0.5 million bridge loan to NTN on December 1, 2020, and the parties agreed

to increase the interest rate on the $1.0 million bridge loan Fertilemind made to NTN in September 2020 from 8% to 10% effective

December 1, 2020.

Fertilemind provided the $0.5 million bridge loan to NTN on December 1, 2020.

On January 12, 2021, NTN, eGames.com

and Fertilemind entered into a second omnibus amendment and agreement pursuant to which, among other things, eGames.com agreed

to provide, or cause Fertilemind, on behalf of eGames.com, to provide an additional $0.2 million bridge loan to NTN on January

Fertilemind provided the $0.2 million bridge loan to NTN on January 12, 2021.

The principal and accrued interest of

each of the loans provided by Fertilemind to NTN will be applied toward the $2.0 million purchase price at the closing of the

APA contains customary representations, warranties and covenants made by the parties, including covenants relating to both parties

using their efforts to cause the transactions contemplated by the APA to be satisfied, and covenants regarding the conduct of

NTN’s business between the date the APA was signed and the closing of the Asset Sale.

closing of the Asset Sale is subject to the satisfaction or waiver of certain closing conditions, including NTN obtaining, as

required by Delaware law, the approval of the Asset Sale by the holders of a majority of the outstanding shares of common stock

of NTN entitled to vote thereon.

Each party’s obligation to close the Asset Sale is also subject to other specified customary

conditions, including (1) the representations and warranties of the other party being true and correct (subject to certain materiality

qualifications, including qualifications with respect to a material adverse effect), and (2) the performance in all material respects

by the other party of its covenants and agreements in the APA required to be performed on or before the closing.

the parties to the APA agree to an earlier date, the closing of the Asset Sale is expected to occur as promptly as practicable

after the conditions to closing in the APA are satisfied or waived, and, if the conditions to closing the Merger are satisfied

or waived, immediately prior to the closing of the Merger.

to the APA, NTN may not, among other things, solicit proposals relating to alternative transactions or enter into discussions

concerning or provide confidential information in connection with alternative transactions (with an exception related to the Merger)

until the earlier of the termination of the APA and the closing of the Asset Sale.

These restrictions are subject to a “fiduciary

provision that allows NTN under certain limited circumstances to furnish confidential information to, enter into discussions

and negotiations with, and enter into an alternative transaction with a third party and/or to make a recommendation change adverse

to the Asset Sale, which may result in payment of the termination fee described below.

will be obligated to indemnify eGames.com against specified losses that eGames.com may incur following the Closing, subject to

the terms of the APA, including certain thresholds and caps on liability, and $100,000 will be deposited into an escrow account

to secure any such indemnification claims.

APA contains certain termination rights for each party, including that either party may terminate the APA if the asset sale has

not been consummated by April 30, 2021, subject to extension under specified circumstances.

The APA also provides that, upon the

termination of the APA under specified circumstances, NTN will pay eGames.com a $275,000 termination fee.

foregoing descriptions of the APA, the personal guaranty, and the promissory notes evidencing the bridge loans do not purport

to be complete and are qualified in their entirety by the full text of the APA, the personal guaranty, and such notes, copies

of which have been filed with the SEC and are incorporated by reference in this report.

The APA, the personal guaranty, and such

notes provide investors with information regarding its terms.

Such documents are not intended to provide any other factual information

about NTN or eGames.com or otherwise to modify or supplement any factual disclosures about NTN or eGames.com in their respective

reports filed with the SEC.

The representations, warranties and covenants of each party in the APA have been made only for the

purposes of, and were and are solely for the benefit of the parties to, the APA, may be subject to limitations agreed upon by

the contracting parties, and may be subject to standards of materiality applicable to the contracting parties that differ from

those generally applicable to SEC filings, and may have been used for purposes of allocating risk among the parties.

the exhibits and schedules that are a part of the APA are not filed with the SEC and contain information that modifies, qualifies

and creates exceptions to the representations and warranties and certain covenants in the APA.

Accordingly, the representations

and warranties may not describe the actual state of affairs at the date they were made or at any other time, and investors should

not rely on them as statements of fact.

Our Business and How We Talk About It

mentioned above, the Merger and Asset Sale are expected to close in mid- to late-March 2021.

If either the Asset Sale or the Merger

close, the description of our business contained in this report will no longer be our business following the closing of the Asset

Sale and/or Merger.

If the Merger is completed, the combined company will focus on Brooklyn’s business of exploring the

role that cytokine-based therapy can have on the immune system in treating patients with cancer.

If the Asset Sale is completed

but the Merger is not completed, NTN’s board of directors may elect to, among other things, attempt to find another reverse

merger partner or dissolve and liquidate its assets.

Because NYSE Regulation, Inc.

may begin delisting proceedings if NTN has

no assets or operations, and due to NTN’s limited cash and resources, NTN may be unable to identify and complete another

reverse merger and it would likely be required to dissolve and liquidate its assets.

In such case, NTN would likely be required

to pay all its debts and other obligations and to set aside certain reserves for potential future claims.

There can be no assurances

as to the amount or timing of available cash, if any, left to distribute to stockholders after paying its debts and other obligations

and setting aside funds for reserves.

deliver interactive entertainment and innovative technology to our partners in a wide range of verticals –

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has also created a large and engaged audience which we connect with through our in-venue TV network.

Over 1 million hours of trivia,

card, sports and arcade games are played on our network each month.

generate revenue by charging subscription fees to our partners for access to our 24/7 trivia network, by charging equipment fees

to select partners for use of tablets and other equipment, by selling and leasing tablet and hardware equipment for custom usage

beyond trivia/entertainment, by selling digital-out-of-home (DOOH) advertising direct to advertisers and on national ad exchanges,

by licensing our entertainment and trivia content to other parties, and by providing professional services such as custom game

design or development of new platforms on our existing tablet form factor.

Up until February 1, 2020, we also generated revenue

by hosting live trivia events.

(See Note 18 to the consolidated financial statements included in Item 8 of this report.)

Until the significant disruptions

to the restaurant and bar industry resulting from the COVID-19 pandemic, or the pandemic, that began in March 2020, over 1 million

hours of trivia, card, sports and arcade games were played on our network each month.

Since March 2020, approximately 100,000

hours per month of such games have been played on our network each month.

generate revenue by charging subscription fees to our partners for access to our 24/7 trivia network, by selling and leasing tablet

and hardware equipment for custom usage beyond trivia/entertainment, by selling digital-out-of-home (DOOH) advertising direct

to advertisers and on national ad exchanges, by licensing our entertainment and trivia content to other parties, and by providing

professional services such as custom game design or development of new platforms on our existing tablet form factor.

Until February

1, 2020, we also generated revenue by hosting live trivia events.

We sold all our assets used to host live trivia events in January

own several trademarks and consider the Buzztime®, Playmaker®, Mobile Playmaker, and BEOND Powered by Buzztime trademarks

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Other trademarks are the property of their respective owners.

otherwise indicated, references in this report:

(a) to “Buzztime,”

“NTN,”

“we,”

“us”

and “our”

refer to NTN Buzztime, Inc.

and its consolidated subsidiaries;

(b) to “network subscribers,”

“customers,”

or “partners”

refer to venues that subscribe to our network service;

“patrons”

or “players”

refer to the individuals that engage in our games, events, and entertainment experiences

available at venues and (d) to “venues”

or “sites”

refer to locations (such as a bar or restaurant) of

our customers at which our games and entertainment experiences are available to consumers.

effect of the COVID-19 pandemic on the restaurant and bar industry has been rapid and its scope and magnitude is uncertain at

Various levels of governmental authorities have recommended or mandated restrictions on the business operations of

restaurants and bars across the United States.

We have been and will continue to evaluate steps we can take in an effort to mitigate

these effects on our business.

March 12, 2020, we entered into an amendment to the loan and security agreement that we entered into with Avidbank in September

2018 for a $4,000,000 four-year term loan.

In connection with entering into the amendment, we made a $433,000 payment on our term

loan, which includes the $83,333 monthly principal payment plus accrued interest for March 2020 and a $350,000 principal prepayment,

thereby reducing the outstanding principal balance of our term loan to $2.0 million.

Additionally, under the terms of the amendment,

the maturity date of our term loan was changed from September 28, 2022 to December 31, 2020, and the amount and timing of our

payment obligations accelerated significantly.

See “PART II—Item 7.

Management’s Discussion and Analysis of

Financial Condition and Results of Operations—Liquidity and Capital Resources—Avidbank Term Loan,”

additional information.

negative impact of the pandemic on the restaurant and bar industry was abrupt and substantial, and our business, cash flows

from operations and liquidity suffered, and continues to suffer, materially as a result.

In many jurisdictions, including

those in which we have many customers and prospective customers, restaurants and bars were ordered by the government to

shut-down or close all on-site dining operations in the latter half of March 2020.

Since then, governmental orders and

restrictions impacting restaurants and bars in certain jurisdictions were eased or lifted as the number of COVID-19 cases

decreased or plateaued, but as jurisdictions began experiencing a resurgence in COVID-19 cases, many jurisdictions reinstated

such orders and restrictions, including mandating the shut-down of bars and the closing of all on-site dining operations of

We have experienced material decreases in subscription revenue, advertising revenue and cash flows from

operations, which we expect to continue for at least as long as the restaurant and bar industry continues to be negatively

impacted by the pandemic, and which may continue thereafter if restaurants and bars seek to reduce their operating costs or

are unable to re-open even if restrictions within their jurisdictions are eased or lifted.

For example, at its peak,

approximately 70% of our customers had their subscriptions to our services temporarily suspended.

As of March 9, 2021,

approximately 11% of our customers remain on subscription suspensions.

As of December 31, 2020, 1,036 customers subscribed

to our service, a decrease of 404 customers, or 28%, from the 1,440 subscribers as of December 31, 2019.

We believe the year-over-year decrease was primarily due to

customers terminating their subscriptions or going out of business relating to the effects of the pandemic on their

response to the impact of the pandemic on our business, we implemented measures to reduce our operating expenses and preserve

capital, and we may implement additional measures in the future.

reduced our headcount (as of March 9, 2021, we had 22 employees, compared to 74 at December 31, 2019).

chief executive officer agreed to defer payment of 45% of his base salary between May 1, 2020 and October 31, 2020 until the

earlier of October 31, 2020 or such time as our board of directors determines in good faith that we are in the financial position

to pay his accumulated deferred salary.

All such deferred base salary payments were made by November 6, 2020.

terminated the lease for our corporate headquarters, resulting in a reduction in our future cash obligations under the lease

by approximately $3.4 million (see Note 16 to our audited consolidated financial statements included herein).

substantially eliminated all capital projects and are aggressively managing our expenditures to limit further cash outlays

and manage our working capital.

April 2020, we received a loan of approximately $1,625,000 under the Paycheck Protection Program of the Coronavirus Aid, Relief,

and Economic Security Act administered by the U.S.

Small Business Administration.

The loan matures on April 18, 2022 and bears

interest at a rate of 1.0% per annum.

We began making monthly interest only payments in November 2020.

One final payment of all

unforgiven principal plus any accrued unpaid interest is due at maturity.

In November 2020, we were informed by our lender that

the U.S Small Business Administration approved the forgiveness of approximately $1,093,000 of the $1,625,000 loan, leaving a principal

balance of approximately $532,000.

For additional information, see the section entitled “Liquidity and Capital Resources—Paycheck

Protection Program Loan”

in “ITEM 7.

Management’s Discussion and Analysis of Financial Condition and Results

of Operations”

of Part II of this report.

amounts outstanding under our term loan we entered into with Avidbank in September 2018 were paid in full on December 31, 2020

and we have no further obligations to Avidbank.

January 2020, we sold all of our assets used to conduct the live hosted knowledge-based trivia events known as Stump!

OpinioNation for approximately $1.4 million in cash.

January 1, 2020, we have reduced our headcount by 35 to reduce expenses and operational cash uses.

As of March 16, 2020, we have

38 full time employees and 1 part time employee.

November 2019, our relationship with Buffalo Wild Wings corporate-owned restaurants and most of its franchisees terminated in

accordance with the terms of our agreements with Buffalo Wild Wings and such franchisees.

board of directors continues to explore and evaluate strategic alternatives focused on maximizing shareholder value, while also

exploring and evaluating financing alternatives to increase the likelihood that we will be able to successfully execute our current

long-term operating and strategic plan in the event the strategic process does not result in a transaction.

Our board of directors

has not set a timetable for the strategic process nor has it made any decisions relating to any strategic alternatives at this

time, and no assurance can be given as to the outcome of the process.

We do not intend to disclose additional details regarding

the strategic process unless and until further disclosure is appropriate or necessary.

focus for 2020 is to enhance the player experience of our product offering, expand the audience for our product offering, maximize

the social impact of our network, and monetize our network.

Our tablet product offering has repeatedly been proven to have a positive business impact for the venues who offer

it to their customers.

We call that impact the Buzztime Network Effect.

However, we have had challenges acquiring new venues because

delivering the robust, real time, multi-player experience available through our tablet product offering requires extensive amounts

of equipment and expertise to deploy.

That equipment and expertise results in a relatively high entry price point, which limits

our market opportunity.

address this problem, following months of development and research, during the second quarter of 2019 we began field testing a

lower cost, entry-level product that we call Buzztime Basic.

We believe that this capital-light, entry-level offering will enable

customers to achieve the Buzztime Network Effect with less financial risk.

To date, we have deployed Buzztime Basic on a market-by-market

basis and are currently in more than approximately 150 locations.

brains behind Buzztime Basic is Site Hub, our redesigned personal computer, about the size of a deck of cards, that streams our

content to television screens within the venue.

Currently, a majority of our trivia content is available for streaming through

Following the launch of our mobile app in 2019, players may now play our trivia games on their mobile phones through

our mobile app.

During 2019, we released an open beta version of our mobile app, and we continue to release updates as we receive feedback

from our customers and evaluate how to improve both the experience and social hooks to enable more viral growth in today’s

To this end, during the first quarter of 2020, we launched a social login integration and have seen an increase in

player registrations as a result.

During 2020, we expect to launch player promotions focused on driving increased mobile downloads

and on targeted audience programs such as Trivia for Charity.

The app can be found in both the Apple App store and Google Play.

Our app allows players to use their own mobile device to play along with most of our network trivia games within our customer’s

The app is a complement to our tablet platform experience and is the primary means of playing our trivia games in Buzztime

We have a core competency in designing, manufacturing, deploying and supporting tablet-enabled solutions for our partners.

believe our tablets are more durable than off-the-shelf tablets available to consumers, and we can customize our tablets to meet

the needs of our customers.

As previously announced, in the third quarter of 2019, we signed a second order with our partner that

services the correctional facility industry for approximately $3,000,000.

We began delivering tablets under that order in the

fourth quarter of 2019, which will continue into the first quarter of 2021.

During the third quarter of 2019 we also signed an

agreement with Spendgo, a leading digital marketing and loyalty platform, to use our tablets in its customer locations.

fulfilling initial orders from Spendgo during the fourth quarter of 2019, and we anticipate a steady pace of re-orders.

we have two hardware pilot opportunities with large casual dining organizations that could result in tablet orders during 2020.

Advertising .

During the first quarter of 2019, we rolled out our new, modernized ad platform to a subset of our customers.

We completed the

rollout to all existing customers in the second quarter.

This new advertising system gives us access to ad buying platforms where

digital advertising inventory is bought and sold on public exchanges and private marketplaces.

We continue to work with advertising

sales companies to help us improve our advertisement sales and with an advertisement technology company to improve our ad loading,

management, and delivery and testing capabilities.

We can use advertising to monetize Buzztime Basic, as well as our entire network.

We had quarter-over-quarter advertising revenue growth during 2019.

We recognized approximately $50,000 of revenue during the

third quarter of 2019 and more than $75,000 in the fourth quarter of 2019.

Although we have approximately 40% fewer sites during

the first quarter of 2020 than we did for most of 2019, we expect to recognize approximately $180,000 in advertising revenue on

the public exchange during for the first quarter of 2020.

If we successfully expand our market reach, we expect that our network

will become more attractive to third parties who desire to advertise in the venues in which our network is available, thereby

further increasing our advertising revenue.

principal product and service is our interactive entertainment system that offers trivia, card, sports and arcade games through

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equipment in their business for other purposes.

In 2019, we released our mobile trivia app, allowing our customers’

to play our trivia games on their mobile devices in addition to on our tablets.

In 2019, we redesigned the personal computer installed in venues to stream our

content to televisions and tablets within the venue.

The redesigned personal computer, which we call Site Hub, has a smaller form

factor (about the size of a deck of cards) compared to our historical personal computer.

During the second quarter of 2019, we

began field testing a lower cost, entry-level tablet product offering that we call Buzztime Basic.

The brains behind Buzztime

Basic is Site Hub.

We have deployed Buzztime Basic on a market-by-market basis and as of March 9, 2021, we were in approximately

212 locations.

In 2019, we also released our mobile trivia app, allowing our customers’

patrons to play our trivia

games on their mobile devices in addition to on our tablets.

The app is the primary means of playing our trivia games in Buzztime

the first quarter of 2019, we rolled out our new, modernized advertising system, which gives us access to ad buying platforms

where digital advertising inventory is bought and sold on public exchanges and private marketplaces.

We work with advertising

sales companies to help us improve our advertisement sales and with an advertisement technology company to improve our ad loading,

management, and delivery and testing capabilities.

We can use advertising to monetize Buzztime Basic, as well as our entire network.

We had quarter-over-quarter advertising sales and revenue growth during 2019.

In 2020, our advertising sales and revenue was materially

adversely impacted as a result of the pandemic.

primary network subscribers are bars and restaurants in North America, which we target directly through our internal sales organization.

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trays for the tablets and sources the raw materials used to manufacture those cases and trays.

In 2019, we redesigned the personal

computer installed in venues to stream our content to televisions and tablets within the venue.

The redesigned personal computer,

which we call Site Hub, has a smaller form factor (about the size of a deck of cards) compared to our historical personal computer.

face direct competition in venues and face competition for total entertainment and marketing dollars in the marketplace from other

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coin-operated single-player games/amusements, and traffic-building promotions like happy hour specials.

Significant Customer

customers range from small independently operated bars and restaurants to bars and restaurants operated by national chains in

and Canada (including Buffalo Wild Wings, Old Chicago Buffalo Wings & Rings, Old Chicago, Native Grill & Wings,

Beef O’Brady’s, Boston Pizza, and Arooga’s).

This results in diverse venue sizes and locations.

As of December

31, 2018, 2,639 venues subscribed to our interactive entertainment network and approximately 56% of our network subscriber venues

were affiliated with national and regional restaurant brands.

As of December 31, 2019, those numbers declined to 1,440 venues

and to approximately 26%, in each case, primarily due to the termination of our relationship with Buffalo Wild Wings corporate-owned

restaurants and most of its franchisees in November 2019.

For the years ended December 31, 2019 and 2018, revenue generated from

all Buffalo Wild Wings corporate-owned restaurants and its franchisees was as follows:

Wild Wings revenue

table below sets forth the approximate amount of revenue we generated from Buffalo Wild Wings corporate-owned restaurants and

its franchisees during the years ended December 31, 2020 and 2019, and the percentage of total revenue that such amount represents

for such periods.

The decrease reflects the loss of 1,088 Buffalo Wild Wings corporate-owned restaurants and franchisees in

November 2019, when their agreements with us terminated in accordance with their terms.

Buffalo Wild Wings revenue

Percent of total revenue

of December 31, 2019 and 2018, amounts included in accounts receivable from Buffalo Wild Wings corporate-owned restaurants and

its franchisees was as follows:

Wild Wings accounts receivable

Percent of total accounts

receivable, net

of December 31, 2020 and 2019, approximately $108,000 and $158,000, respectively, was included in gross accounts receivable from

Buffalo Wild Wings corporate-owned restaurants and its franchisees.

generally do not have a significant backlog because we normally can deliver and install new systems within the delivery schedule

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States and Canadian patents to be important to the protection of our products and service:

and method for television-based services

gaming via mobile playmaker

User-controlled

entertainment system, apparatus and method

menu system and method

and method for television-based services

gaming via mobile playmaker

User-controlled

entertainment system, apparatus and method

check splitting system, method and apparatus

Expiration Date

System and method for television-based services

Interactive gaming via mobile playmaker

2741999 (CAN)

Interactive gaming via mobile playmaker

User-controlled entertainment system, apparatus and method

Electronic menu system and method

System and method for television-based services

Interactive gaming via mobile playmaker

User-controlled entertainment system, apparatus and method

Electronic check splitting system, method and apparatus

have trademark protection for the names of our key proprietary programming, products, and services to the extent that we believe

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protected by copyright and trademark law.

provide our content distribution services through our network to colleges, universities, and a few government agencies, typically

military base recreation units.

However, the number of government customers is small compared to our overall customer base.

provide our products and services to government agencies under contracts with substantially the same terms as are in place with

non-government customers.

cost of compliance with federal, state, and local laws has not had a material effect on our capital expenditures, earnings, or

22 unchanged sentences

annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports, and

proxy statements and other information we file or furnish pursuant to Section 13(a) or 15(d) of the Exchange Act are available

on our website at www.buzztime.com/business/investor-relations/ under the heading SEC Filings as soon as

reasonably practicable after we electronically file such reports with, or furnish them to, the SEC.

In addition, we make available

on that same website under the heading Corporate Governance our (i) our code of conduct and ethics;

(ii) our corporate

governance guidelines;

and (iii) the charter of each active committee of our board of directors.

We intend to disclose any amendment

to, or a waiver from, a provision of our code of conduct and ethics that applies to our principal executive officer, principal

financial officer, principal accounting officer or controller, or persons performing similar functions and that relates to any

element of the code of ethics definition enumerated in paragraph (b) of Item 406 of Regulation S-K by posting such information

on that website.

proxy statements and other information we file or furnish pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of

1934, as amended (the “Exchange Act”) are available on our website at www.buzztime.com/business/investor-relations/

under the heading SEC Filings as soon as reasonably practicable after we electronically file such reports with,

or furnish them to, the SEC.

In addition, we make available on that same website under the heading Corporate Governance

our (i) our code of conduct and ethics;

(ii) our corporate governance guidelines;

and (iii) the charter of each active committee

of our board of directors.

We intend to disclose any amendment to, or a waiver from, a provision of our code of conduct and ethics

that applies to our principal executive officer, principal financial officer, principal accounting officer or controller, or persons

performing similar functions and that relates to any element of the code of ethics definition enumerated in paragraph (b) of Item

406 of Regulation S-K by posting such information on that website.

SEC maintains a website at www.sec.gov that contains reports, proxy and information statements, and other information

regarding our company that we file electronically with the SEC.

of March 16, 2020, we had 38 full-time employees and 1 part-time employee.

We also engage independent contractors for specific

None of our employees are represented by a labor union, and we believe our employee relations are satisfactory.

regarding companies that file electronically with the SEC, including our company.

of March 9, 2021, we had 22 full-time employees.

We also engage independent contractors for specific projects.

None of our employees

are represented by a labor union, and we believe our employee relations are satisfactory.

Corporate History

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business