CUSIP
No. 629410606
1.
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NAMES
OF REPORTING PERSONS
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Robert
S. Ellin
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2.
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(see
instructions)
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(a) ☐
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(b) ☐
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3.
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SEC
USE ONLY:
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4.
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SOURCE
OF FUNDS (see instructions)
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PF,
OO
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5.
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CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
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☐
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6.
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CITIZENSHIP
OR PLACE OF ORGANIZATION
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United
States of America
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7.
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SOLE
VOTING POWER
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Number
Of Shares
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244,236
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Beneficially
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Owned
by
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8.
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SHARED
VOTING POWER
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Each
Reporting
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Person
With:
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0
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9.
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SOLE
DISPOSITIVE POWER
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244,236
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10.
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SHARED
DISPOSITIVE POWER
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0
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11.
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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244,236
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12.
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CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) ☐
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13.
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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8
.50%
(1)
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14.
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TYPE
OF REPORTING PERSON (see instructions)
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IN
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(1)
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On
the basis of (i) 2,873,340 shares of the Issuer’s common stock reported by the Issuer as issued and outstanding as of
November 7, 2018 in its Quarterly Report on Form 10-Q, filed with the U.S. Securities and Exchange Commission on November
9, 2018 (the “Quarterly Report”).
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CUSIP
No. 629410606
1.
|
NAMES
OF REPORTING PERSONS
|
|
|
|
|
|
Trinad
Capital Master Fund, Ltd.
|
|
|
|
|
2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
|
(see
instructions)
|
(a) ☐
|
|
|
(b) ☐
|
|
|
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3.
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SEC
USE ONLY:
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4.
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SOURCE
OF FUNDS (see instructions)
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WC
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5.
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CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
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☐
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6.
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CITIZENSHIP
OR PLACE OF ORGANIZATION
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Cayman
Islands
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7.
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SOLE
VOTING POWER
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Number
Of Shares
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0
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Beneficially
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|
Owned
by
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8.
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SHARED
VOTING POWER
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Each
Reporting
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Person
With:
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121,273
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9.
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SOLE
DISPOSITIVE POWER
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0
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10.
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SHARED
DISPOSITIVE POWER
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121,273
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11.
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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|
|
|
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|
121,273
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|
|
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12.
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CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) ☐
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13.
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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4.22
%
(1)
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14.
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TYPE
OF REPORTING PERSON (see instructions)
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CO
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(1)
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On
the basis of (i) 2,873,340 shares of the Issuer’s common stock reported by the Issuer as issued and outstanding as of
November 7, 2018 in the Quarterly Report.
|
CUSIP
No. 629410606
1.
|
NAMES
OF REPORTING PERSONS
|
|
|
|
|
|
Trinad
Capital Management, LLC
|
|
|
|
|
2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
|
(see
instructions)
|
(a) ☐
|
|
|
(b) ☐
|
|
|
|
3.
|
SEC
USE ONLY:
|
|
|
|
|
4.
|
SOURCE
OF FUNDS (see instructions)
|
|
|
|
|
|
OO
|
|
|
|
|
5.
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
☐
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6.
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CITIZENSHIP
OR PLACE OF ORGANIZATION
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Delaware
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7.
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SOLE
VOTING POWER
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Number
Of Shares
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0
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Beneficially
|
|
|
Owned
by
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8.
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SHARED
VOTING POWER
|
Each
Reporting
|
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|
Person
With:
|
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121,273
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9.
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SOLE
DISPOSITIVE POWER
|
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0
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10.
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SHARED
DISPOSITIVE POWER
|
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121,273
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11.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
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121,273
|
|
|
|
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12.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) ☐
|
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13.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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4
.22% (1)
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14.
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TYPE OF REPORTING PERSON (see instructions)
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OO
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(1)
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On
the basis of (i) 2,873,340 shares of the Issuer’s common stock reported by the Issuer as issued and outstanding as of November
7, 2018 in the Quarterly Report.
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CUSIP
No. 629410606
Item
1.
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Security
and Issuer.
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NTN
Buzztime, Inc.’s (the “Issuer”) common stock, $0.005 par value per share (the “Common Stock”). The
principal executive offices of the Issuer are located at 1800 Aston Ave., Suite 100, Carlsbad, CA 92008. The Reporting Persons
(as defined below) are filing this Schedule 13D in connection with the purchases of Common Stock, requiring the Reporting Persons
to file this Schedule 13D.
Item
2.
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Identity
and Background.
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(a)-(c)
The reporting persons are (the “Reporting Persons”): Robert S. Ellin, an individual, Trinad Capital Management, LLC,
a privately-held investment manager (“Trinad Management”), and Trinad Capital Master Fund, Ltd., a privately-held
investment fund (“Trinad Capital”).
The
business address of each of the Reporting Persons is: 9200 Sunset Boulevard, Suite #1201, West Hollywood, CA 90069.
(i) The principal occupations of Mr. Ellin is the Managing Member of Trinad Management, Portfolio Manager of Trinad Capital and serves
as the Chief Executive Officer, Chairman and a director of LiveXLive Media, Inc. (“LiveXLive”).
(ii)
The names and principal occupations of Trinad Management’s executive officers, members of Trinad Management’s
Board of Directors and any other persons ultimately in control of Trinad Management are set forth below:
Robert
S. Ellin – Managing Member and control person of Trinad Management. Trinad Management is the Managing Director of Trinad
Capital. Mr. Ellin is the Portfolio Manager of Trinad Capital and the Chief Executive Officer, Chairman and a director of LiveXLive.
(iii) The names and principal occupations of Trinad Capital’s executive officers, members of Trinad Management’s
Board of Directors and any other persons ultimately in control of Trinad Management are set forth below:
Robert
S. Ellin –Portfolio Manager and control person of Trinad Capital. Mr. Ellin is the Portfolio Manager of Trinad Capital and
serves as the Chief Executive Officer, Chairman and a director of LiveXLive.
(d)
None of the Reporting Persons have, during the last five years, been convicted in a criminal proceeding (excluding traffic violations
or similar misdemeanors).
(e)
None of the Reporting Persons have, during the last five years, been a party to a civil proceeding of a judicial or administrative
body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to, Federal or state securities laws or finding any violation
with respect to such laws.
(f)
Mr. Ellin is a citizen of the United States. Trinad Management is a Delaware limited liability company. Trinad Capital is a Cayman
Island exempted company.
Item
3.
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Source
and Amount of Funds or Other Consideration.
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The
shares of Common Stock directly beneficially owned by Trinad Capital (and indirectly beneficially owned by Mr. Ellin and Trinad
Management) were purchased with working capital of Trinad Capital. The approximate amount of funds used by Trinad Capital to purchase
the shares reported herein is $255,000. The shares of Common Stock indirectly beneficially owned by Trinad Management (and indirectly
beneficially owned by Mr. Ellin) are attributed via indirect beneficial ownership of the shares owned by Trinad Capital. The shares
of Common Stock purchased by Mr. Ellin were purchased with personal funds of Mr. Ellin. The approximate amount of funds used by
Trinad Capital to purchase the shares reported herein is $258,000.
No
borrowed funds were used to purchase such shares.
Item
4.
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Purpose
of Transaction.
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All
of the shares of Common Stock reported herein (collectively, the “Shares”) were acquired for investment purposes.
The
Reporting Persons intend to evaluate their investment in the Issuer on a continuing basis on the basis of various factors, including
whether various strategic transactions have occurred or may occur, the Issuer’s business, financial condition, results of
operations and prospects, general economic and industry conditions, the securities markets in general and those for the Issuer’s
securities in general, as well as other developments and other investment opportunities. Based upon such review, the Reporting
Persons intend to take such actions in the future as they deem appropriate in light of the circumstances existing from time to
time, which may include acquisitions of shares of Common Stock or other convertible securities of the Issuer or disposal of all
or any portion of the Shares or shares of Common Stock or other securities of the Issuer otherwise acquired by the Reporting Persons, either
in the open market or privately negotiated transactions, with or without prior notice.
Other
than as described in this Item 4, the Reporting Persons have no plans or proposals as of the date of this filing that relate to,
or would result in, any of the actions enumerated in Item 4(a)-(j) of Schedule 13D. The Reporting Persons may engage in communications
with one or more stockholders, officers or directors of the Issuer, the Issuer and others, including but not limited to, discussions
regarding the Issuer’s operations and strategic direction and ideas that, if effected, could result in, among other things,
any of the matters identified in Item 4(a)-(j) of Schedule 13D, including but not limited to debt or equity capital raising transactions,
acquisitions, mergers, combinations and other strategic transactions. The Reporting Persons reserve their right, based on all
relevant factors and subject to applicable law, at any time and from time to time, to review or reconsider their position, change
their purpose, take other actions, including to cause or introduce strategic or corporate transactions involving the Issuer or
any of its subsidiaries, or one or more of the types of transactions or have one or more the results described in Item 4(a)-(j)
of Schedule 13D) or formulate and implement plans or proposals with respect to any of the foregoing.
Item
5.
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Interest
in Securities of the Issuer.
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(a,
b) As of the date hereof, (i) Mr. Ellin may be deemed to have total beneficial ownership interest of 244,236 shares of Common
Stock (representing approximately 8.50% of the number of shares of Common Stock issued and outstanding), consisting of (x) 122,963
shares of Common Stock personally and directly beneficially owned by Mr. Ellin (representing approximately 4.28% of the number
of shares of Common Stock issued and outstanding), and (y) 121,273 shares of Common Stock which may be deemed to be indirectly
beneficially owned by Mr. Ellin (representing approximately 4.22% of the number of shares of Common Stock issued and outstanding)
as the Portfolio Manager of Trinad Capital and as the Managing Member of Trinad Management, (ii) Trinad Capital has direct beneficial
ownership of 121,273 shares of Common Stock (representing approximately 4.22% of the number of shares of Common Stock issued and
outstanding) owned by the fund, and (iii) Trinad Management may be deemed to have indirect beneficial ownership interest of 121,273
shares of Common Stock (representing approximately 4.22% of the number of shares of Common Stock issued and outstanding) directly
beneficially owned by Trinad Capital as the Managing Director of Trinad Capital. The percentages with respect to the Reporting
Persons’ beneficial ownership are based on 2,873,340 shares of the Issuer’s common stock reported by the Issuer as
issued and outstanding as of November 7, 2018 in its Quarterly Report on Form 10-Q, filed with the U.S. Securities and Exchange
Commission (the “SEC”) on November 9, 2018.
Mr. Ellin has
sole power to vote or direct the vote of (i) 122,963 shares of Common Stock personally and directly beneficially owned by him
and (ii) 121,273 shares of Common Stock directly beneficially owned by Trinad Capital (and indirectly beneficially owned by Trinad
Management), as the Managing Member of Trinad Management, which is the Managing Director of Trinad Capital; has shared power to
vote or direct the vote of 0 shares of Common Stock directly beneficially owned by Trinad Capital; has sole power to dispose or
direct the disposition of (i) 122,963 shares of Common Stock personally and directly beneficially owned by him and (ii) 121,273
shares of Common Stock directly beneficially owned by Trinad Capital (and indirectly beneficially owned by Trinad Management),
as the Managing Member of Trinad Management, which is the Managing Director of Trinad Capital; and has shared power to dispose
or direct the disposition of 0 shares of Common Stock directly beneficially owned by Trinad Capital.
Trinad
Capital, has sole power to vote or direct the vote of 0 shares of Common Stock directly beneficially owned by Trinad Capital;
has shared power to vote or direct the vote of 121,273 shares of Common Stock directly beneficially owned by Trinad Capital; has sole
power to dispose or direct the disposition of 0 shares of Common Stock directly beneficially owned by Trinad Capital; and has
shared power to dispose or direct the disposition of 121,273 shares of Common Stock directly beneficially owned by Trinad Capital.
Trinad
Management, has sole power to vote or direct the vote of 0 shares of Common Stock indirectly beneficially owned by Trinad Management;
has shared power to vote or direct the vote of 121,273 shares of Common Stock indirectly beneficially owned by Trinad Management; has
sole power to dispose or direct the disposition of 0 shares of Common Stock indirectly beneficially owned by Trinad Management;
and has shared power to dispose or direct the disposition of 121,273 shares of Common Stock indirectly beneficially owned by Trinad
Management.
Mr.
Ellin and Trinad Management disclaim beneficial ownership of the reported shares except for (i) Mr. Ellin’s personal and
direct beneficial ownership of 122,963 shares, (ii) Mr. Ellin’s and Trinad Management’s pecuniary interest therein,
(iii) the indirect interest of Trinad Management by virtue of being the Managing Director of Trinad Capital, (iv) the indirect
interest of Mr. Ellin by virtue of being the Managing Member of Trinad Management, and (v) the indirect interest of Mr. Ellin
by virtue of being a shareholder of Trinad Capital.
(c)
In the last 60 days prior to the filing of this Schedule 13D, the Reporting Persons acquired a total of 244,236 shares of Common
Stock in open market transactions for an aggregate purchase price of approximately $513,000, or approximately $2.10 per share.
The Reporting Persons undertake to provide upon request by the staff of the SEC full information regarding the number of shares
purchased at each separate price.
(d)
To the best knowledge of the Reporting Persons, no person other than the Reporting Persons has the right to receive, or the power
to direct the receipt of, dividends from, or the proceeds from the sale of the reported shares, except for shareholders
of Trinad Capital and members of Trinad Management who may have the right to receive such dividends and proceeds under the applicable
formation and governing documents of such entities.
(e)
Not applicable.
Item
6.
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Contracts,
Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
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As
of the date of this filing, there are no contracts, arrangements, understandings or relationships between the Reporting Persons
or any executive officers or directors of the Reporting Persons, and any other person, with respect to any securities of the Issuer,
including but not limited to transfer of voting of any of the shares, finder’s fees, joint ventures, loan or option arrangements,
puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies, other than any management
and/or other contracts between Trinad Capital and Trinad Management, pursuant to which Trinad Capital granted to Trinad Management
voting and investment power with respect to securities held in Trinad Capital’s accounts, including shares of the Issuer,
and any compensation arrangements and agreements between Trinad Capital and Trinad Management, and Trinad Management and Mr. Ellin.
Item
7.
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Material
to be Filed as Exhibits.
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The
following materials are filed as exhibits to this Schedule 13d:
SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true,
complete and correct.
December
17, 2018
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/s/
Robert
S. Ellin
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Robert
S. Ellin
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Trinad
Capital Master Fund, Ltd.
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By:
Trinad Capital Management, LLC,
the Managing Director of Trinad Capital Master Fund, Ltd.
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December
17, 2018
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By:
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/s/
Robert
S. Ellin
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Name:
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Robert
S. Ellin
|
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Title:
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Managing
Member
|
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Trinad
Capital Management, LLC
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December
17, 2018
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By:
|
/s/
Robert
S. Ellin
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Name:
|
Robert
S. Ellin
|
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Title:
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Managing
Member
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Exhibit
A
Joint Filing Agreement Pursuant to Rule 13d-1
This
agreement is made pursuant to Rule 13d-l(k)(1) under the Securities and Exchange Act of 1934, as amended (the “Act”),
by and among the parties listed below, each referenced to herein as a “Joint Filer.” The Joint Filers agree that a
statement of beneficial ownership as required by Sections 13(g) or 13(d) of the Act and the Rules thereunder may be filed on each
of their behalf on Schedule 13G or Schedule 13D, as appropriate, and that said joint filing may thereafter be amended by further
joint filings. The Joint Filers state that they each satisfy the requirements for making a joint filing under Rule 13d-1.
December
17, 2018
|
/s/
Robert
S. Ellin
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Robert
S. Ellin
|
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Trinad
Capital Master Fund, Ltd.
|
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|
|
By:
Trinad Capital Management, LLC,
the Managing Director of Trinad Capital Master Fund, Ltd.
|
|
|
December
17, 2018
|
By:
|
/s/
Robert
S. Ellin
|
|
Name:
|
Robert
S. Ellin
|
|
Title:
|
Managing
Member
|
|
Trinad
Capital Management, LLC
|
|
|
December
17, 2018
|
By:
|
/s/
Robert
S. Ellin
|
|
Name:
|
Robert S. Ellin
|
|
Title:
|
Managing Member
|