SecProbe.io

CORRESP
1
filename1.htm

April
14, 2016

VIA
EDGAR

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

100
F. Street, N.E.

Washington,
D.C. 20549-3628

Mail
Stop 3720

Attention:
Larry Spirgel, Assistant Director

    Re:
    NTN
    Buzztime, Inc.

    Preliminary
    Proxy on Schedule 14A filed April 7, 2016

    File
    No. 001-11460

Dear
Mr. Spirgel:

NTN
Buzztime, Inc. (the “Company”), provides the following response to the comment set forth in the comment letter
of the staff (the “Staff”) of the Division of Corporation Finance of the U.S. Securities and Exchange Commission
(the “Commission”) dated April 14, 2016 (the “Comment Letter”) relating to the above-referenced
filing.

For
convenience, the numbered paragraph below corresponds to the numbered paragraph of the Comment Letter and the text of the Staff’s
comment appears in italics below.

Proposal
3

Amendment
of Our Restated Certificate of Incorporation to Effect a Reverse Stock Split Immediately Followed by a Forward Stock Split of
Our Outstanding Common Stock, page 8

    1.
    We
    note the company intends to engage in a reverse split of the outstanding common stock at an exchange ratio of 1-for-100 and,
    then, immediately following the reverse split, forward split the common stock at a ratio between 2-for-1 and 4-for-1. Please
    expand your disclosure under this proposal to discuss why the board is taking this approach rather than requesting a range
    for the reverse split bring the outstanding shares to the desired amounts.

Response:
In response to the Staff’s comment, the Company proposes to expand the disclosure under the Proposal 3 as set out
in Exhibit A, which is a marked-version of Proposal 3 that shows the proposed expanded disclosure. As discussed with Ms.
Drazan, if the proposed expanded disclosure satisfactorily addresses the Staff’s comment, the Company will include the proposed
expanded disclosure as set out in Exhibit A in the Company’s definitive proxy statement on Schedule 14A.

*            *            *

The
Company acknowledges that:

    ●
    The
    Company is responsible for the adequacy and accuracy of the disclosure in the filing;

    ●
    Staff
    comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with
    respect to the filing; and

    ●
    The
    Company may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal
    securities laws of the United States.

2231
Rutherford Road, Suite 200        Carlsbad, CA    92008     tel 800 745-4686        buzztime.com

Mr.
Larry Spirgel

U.S.
Securities and Exchange Commission

April
14, 2016

Page
2

The
Company looks forward to working with the Staff toward resolving any concerns that the Staff may continue to have after evaluating
and taking into account the Company’s response in this letter. To this end, the Staff should feel free to call Sandra Gurrola,
the Company’s Vice President of Finance at 760.930.1168, or Edwin Astudillo, the Company’s outside counsel at 619.318.9987,
with any questions or if the Staff wishes to discuss any of the above.

    Sincerely,

    NTN
    Buzztime, Inc.

    /s/
    Ram Krishnan

    Ram
    Krishnan, CEO

    cc:
    Celeste
    M. Murphy, Legal Branch Chief

    Emily
    C. Drazan, Staff Attorney

    Edwin
    Astudillo, Esq.

EXHIBIT
A

PROPOSAL
3

AMENDMENT
OF OUR RESTATED CERTIFICATE OF INCORPORATION

TO
EFFECT A REVERSE STOCK SPLIT IMMEDIATELY FOLLOWED BY A

FORWARD
STOCK SPLIT OF OUR OUTSTANDING COMMON STOCK

Introduction

We
are asking our stockholders to approve an amendment to our restated certificate of incorporation that would effect, first, a reverse
stock split (the “Reverse Split”) of our common stock at a ratio of 1-for-100 (the “Reverse Exchange Ratio”)
and, then, immediately following the Reverse Split, a forward stock split (the “Forward Split”) of our common stock
at a ratio that is not less than 2-for-1 nor greater than 4-for-1, with the final ratio to be selected by our board of directors
in its sole discretion (the “Forward Exchange Ratio”). Together, the Reverse Split and the Forward Split are referred
to as the “Reverse/Forward Split.” The proposed amendment to our restated certificate of incorporation is attached
to this Proxy Statement as Exhibit A (the “Reverse/Forward Split Amendment”).

Under
Delaware law, our state of incorporation, in order to amend our restated certificate of incorporation, our board of directors
must adopt a resolution setting forth the amendment proposed, declaring its advisability and directing that the amendment proposed
be considered by our stockholders. Our board of directors adopted a resolution setting forth the Reverse/Forward Split Amendment
on February 24, 2016, declared it advisable and is submitting it to our stockholders for consideration at the Annual Meeting.

If
our stockholders approve the Reverse/Forward Split Amendment, our board of directors will have authority to give effect to the
Reverse/Forward Split any time before June 30, 2016. No additional stockholder action would be required. However, our board of
directors reserves the right, notwithstanding stockholder approval of this proposal and without further action by our stockholders,
to elect not to proceed with the Reverse/Forward Split if, at any time our board of directors, in its sole discretion, determines
that it is no longer in our best interest and the best interests of our stockholders to proceed with the Reverse/Forward Split.

In
determining whether to effect the Reverse/Forward Split and, if so, the Forward Exchange Ratio and date on which to effect it,
our board of directors will consider primarily the anticipated effect of the Reverse/Forward Split as it relates to addressing
the concern of the NYSE Regulation, Inc. regarding the low trading price of our common stock. See “—Reasons for the
Reverse/Forward Split” and “—Certain Risks Associated with the Reverse/Forward Split,” below. Our
board of directors may also consider, among other things, those market or business factors deemed relevant by our board of directors
at that time, including, but not limited to, existing and expected marketability and liquidity of our common stock, prevailing
stock market conditions, business developments affecting us and the trading price and trading volume of our common stock.

Reasons
for the Reverse/Forward Split

Our
board of directors approved the Reverse/Forward Split and the Reverse/Forward Split Amendment primarily because our board of directors
believes that effecting the Reverse/Forward Split could, in certain circumstances, be an effective means of addressing the concern
of the NYSE Regulation, Inc. regarding the low trading price of our common stock discussed below. In addition, our board of directors
believes that the Reverse/Forward Split could make our common stock more attractive to a broader range of institutional and other
investors and. Our board of directors approved the
Reverse/Forward Split rather than approving a reverse split that would bring our outstanding shares to the desired amounts because
our board of directors believes the Reverse/Forward Split would reduce certain of
our costs of ours as a result of cashing out those stockholders who own fewer
than 100 shares, as well as allow those stockholders to cash out without incurring transaction costs such as brokerage fees.

Under
Section 1003(f)(v) of the NYSE MKT Company Guide (the “Company Guide”), NYSE MKT LLC (“NYSE MKT”) will
normally consider suspending dealings in, or delisting, common stock from the exchange if the common stock is selling for a substantial
period of time at a low price per share and if the issuer fails to effect a reverse split of such stock within a reasonable time
after being notified that NYSE MKT deems such action to be appropriate under all the circumstances. NYSE Regulation, Inc. staff
informed us that it is concerned that our common stock may not be suitable for auction trading due to its low selling price, and,
in accordance with Section 1003(f)(v), that it deems it appropriate for us to effect a reverse stock split or other action within
a reasonable amount of time, or become subject to the continued listing evaluation and follow-up procedures set forth in Section
1009 of the Company Guide, which could, among other things, result in the initiation of delisting proceedings. The NYSE MKT can
also take accelerated delisting action if our common stock trades at levels viewed to be abnormally low.

      1

The
Reverse/Forward Split will result in fewer shares of our common stock outstanding, which the board of directors expects should
have the effect of increasing the per share trading price of our common stock in an amount approximately equivalent to the ratio
in which the number of outstanding shares of common stock was decreased. If the Reverse/Forward Split successfully increases the
per share trading price of our common stock, our board of directors believes this increase will enable us to address the concern
of the NYSE Regulation, Inc. regarding the low trading price of our common stock. However, other factors, such as our financial
results, market conditions and the market perception of our business (including the market’s perception of and reaction
to a proposal for or the implementation of the Reverse/Forward Split) may adversely affect the market price of our common stock.
As a result, there can be no assurance that the Reverse/Forward Split will increase the per share trading price of our common
stock or successfully address the concern of the NYSE Regulation, Inc. regarding the low trading price of our common stock, or
that the trading price of our common stock will not decrease in the future. See, “—Certain Risks Associated with the
Reverse/Forward Split,” below.

If
the per share trading price of our common stock increases as a result of the Reverse/Forward Split as described above, our board
of directors also believes that our common stock may be more attractive to a broader range of institutional investors, professional
investors and other members of the investing public, many of whom have internal policies and practices that either prohibit them
from investing in low-priced stocks or tend to discourage individual brokers from recommending low-priced stocks to their customers.

We
also expect the Reverse/Forward Split to result in certain cost savings for the Company.
that would not be realized if we effected solely a reverse split at a ratio of between 1-for-25 and
1-for-50. The costs of administering the account of each stockholder of record are the same regardless of the number
of shares held in each account. Therefore, our costs to maintain accounts that holdshold
fewer than 100 shares of our common stock (which account for approximately [•%]
of all44% of our stockholders of record and
21% of all of our stockholders) are disproportionately high when compared to the total number of shares involved (which
account for less than 0.03% of our outstanding shares). These costs can include printing and postage costs to
mail the proxy materials and annual report, and similar costs associated with required mailings to beneficial owners holding shares
in street name through a nominee (i.e., a bank or broker). By effecting the Reverse/Forward Split
as opposed to solely a reverse split at a ratio of between 1-for-25 and 1-for-50, we will realize the cost savings with respect
to larger number of stockholders because the stockholders that will be cashed out will include those who hold fewer than 100 shares,
which represents a larger number of stockholders when compared to those who hold fewer than 25 or 50 shares. In addition,
we will pay lower annual NYSE MKT listing fees as a result of having a fewer number of shares of common stock outstanding.

Similarly,
in many cases, it is expensive on a relative basis for stockholders with fewer than 100 shares (commonly referred to as “odd
lot” shares) to sell their shares on the open market, as the commissions would represent a disproportionate share of proceeds
from the sale of fewer than 100 shares. The Reverse/Forward Split will cash out stockholders who hold fewer than 100 shares without
transaction costs such as brokerage fees. However, if these stockholders do not want to cash out their holdings of our common
stock, they may purchase additional shares on the open market to increase the number of shares in their account to at least 100
shares, or, if applicable, consolidate their accounts into an account with at least 100 shares. Any such action should be taken
far enough in advance so that it is completed prior to completion of the Reverse/Forward Split. See “Principal Effects of
the Reverse/Forward Split on our Stockholders—Examples,” below.

Our
board of directors believes that effecting the Reverse/Forward Split is in the Company’s and our stockholders’ best
interests for the reasons discussed above. If our stockholders do not approve this proposal, we may be unable to maintain the
listing of our common stock on the NYSE MKT, which could adversely affect the liquidity and marketability of our common stock.

Certain
Risks Associated with the Reverse/Forward Split

    ●
    There
    can be no assurance that the Reverse/Forward Split will result in an increase in the trading price of our common stock above
    the price that the NYSE MKT views as a low trading price per share, or that even if the trading price of our common stock
    does increase above such price, that the increased trading price will be sustained for any period of time, all of which depends
    on many factors, including our performance, prospects and other factors that may be unrelated to the number of shares outstanding.
    Moreover, even if the trading price of our common stock does increase above the price that the NYSE MKT views as a low price
    per share, there can be no assurance that we will continue to meet the other NYSE MKT listing requirements.

      2

    ●
    Immediately
    following the effective date of the Reverse/Forward Split, we will have fewer outstanding shares, which may reduce the trading
    liquidity of our common stock. Accordingly, the total market capitalization of our common stock after the Reverse/Forward
    Split may be lower than it was before the Reverse/Forward Split.

    ●
    The
    Reverse/Forward Split may result in some stockholders owning “odd lots” of less than 100 shares of common stock.
    Odd lot shares may be more difficult to sell, and brokerage commissions and other costs of transactions in odd lots are generally
    somewhat higher than the costs of transactions in “round lots” of even multiples of 100 shares.

    ●
    The
    Reverse/Forward Split will not change the number of authorized shares of our common stock. However, upon the effectiveness
    of the Reverse/Forward Split, the number of authorized shares of our common stock that are not issued or outstanding would
    increase due to the reduction in the number of shares of our common stock issued and outstanding as a result of the Reverse/Forward
    Split. Our board of directors can issue the authorized shares of our common stock (or equity securities convertible into or
    exchangeable or exercisable for such shares) from time to time as it may deem advisable and without stockholder approval.
    Future issuances of our common stock would have a dilutive effect on the earnings or loss per share, book value per share,
    voting power and percentage interest of the holders of our then-outstanding shares of capital stock. We do not have any plans,
    arrangements or understandings for the newly available authorized shares of our common stock that would be available as a
    result of Reverse/Forward Split.

    The
    table below sets forth, as of the record date and for illustrat