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Item 3.01
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Notice of Delisting or Failure to
Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
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On January 14,
2021, NTN received a letter from NYSE Regulation stating that it was not in compliance with NYSE American LLC continued listing
standards. Specifically, NTN is not in compliance with Section 704 of the NYSE American Company Guide (the “Company Guide”)
because it did not hold an annual meeting during its fiscal year ended December 31, 2020.
NTN continues to
not be in compliance with Sections 1003(a)(i), (ii) and (iii) of the Company Guide because it reported stockholders equity of
less than $2 million, $4 million and $6 million as of June 30, 2020, March 31, 2020 and December 31, 2019, respectively. As a
result, NTN became subject to the procedures and requirements of Section 1009 of the Company Guide, which included submitting
a plan to NYSE Regulation advising of actions NTN has taken or will take to regain compliance with Sections 1003(a)(i), (ii) and
(iii) of the Company Guide by September 27, 2021. As previously reported, NYSE Regulation notified NTN that it accepted NTN’s
plan to regain compliance and granted NTN a plan period that extends through September 27, 2021.
The listing of
NTN’s common stock on the NYSE American is being continued during the plan period pursuant to an extension. The NYSE Regulation
staff will review NTN periodically for compliance with initiatives outlined in its plan. If NTN is not in compliance with Sections
1003(a)(i), (ii) and (iii) by September 27, 2021 or if NTN does not make progress consistent with its plan during the plan period,
NYSE Regulation staff will initiate delisting proceedings as appropriate.
NTN can give no
assurances that it will be able to maintain the listing of its common stock on the NYSE American. NTN’s common stock could
be delisted because it does not make progress consistent with its plan during the plan period, because it does not regain compliance
with Sections 1003(a)(i), (ii) and (iii) by September 27, 2021, because it does not regain compliance with Section 704, or because
its falls below compliance with other NYSE American listing standards.
On January 15,
2021, NTN issued a press release announcing the receipt of the letter described above. A copy of the press release is attached
hereto as Exhibit 99.1 and is incorporated by reference herein.
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No
Offer or Solicitation
This
report is not intended to and shall not constitute an offer to sell or the solicitation of an offer to buy any securities or the
solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation
or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer
of securities in connection with the proposed merger contemplated by the agreement and plan of merger and reorganization (the
“Merger Agreement”) between NTN and Brooklyn Immunotherapeutics LLC (“Brooklyn”) dated August 12, 2020
(the “Merger”) shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities
Act of 1933, as amended.
Additional
Information and Where to Find It
In
connection with the proposed Merger and Asset Sale, NTN filed relevant materials with the SEC, including a registration statement
on Form S-4, that will serve as a proxy statement and prospectus of NTN and a consent solicitation statement for the beneficial
holders of Brooklyn’s Class A membership units, and will be mailed or otherwise disseminated to NTN stockholders and to
the beneficial holders of Brooklyn’s Class A membership units if and when it becomes available. INVESTORS AND SECURITY HOLDERS
OF NTN AND BROOKLYN ARE URGED TO READ THESE MATERIALS CAREFULLY AND IN THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE BECAUSE
THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT NTN, BROOKLYN, THE PROPOSED MERGER AND ASSET SALE, AND RELATED MATTERS. The proxy
statement/prospectus/consent solicitation statement and other relevant materials (when they become available) and any other documents
filed by NTN with the SEC, may be obtained free of charge at the SEC website at www.sec.gov. In addition, investors and security
holders may obtain free copies of the documents filed with the SEC by NTN by directing a written request to: NTN Buzztime, Inc,
6965 El Camino Real, Suite 105-Box 517, Carlsbad, California 92009. Investors and security holders are urged to read the proxy
statement/prospectus/consent solicitation statement and the other relevant materials when they become available before making
any voting or investment decision with respect to the proposed merger and asset sale.
Participants
in the Solicitation
NTN
and its directors, executive officers and certain other members of management and employees, Brooklyn and its managers and officers,
and eGames.com and its managers and officers may, under SEC rules, be deemed to be participants in the solicitation of proxies
from the stockholders of NTN with respect to the proposed Merger and Asset Sale and related matters. Information about the directors
and executive officers of NTN, including their ownership of shares of common stock is set forth in NTN’s Annual Report on
Form 10-K for the year ended December 31, 2019 and Amendment No. 1 thereto, which were filed with the SEC on March 19, 2020 and
April 27, 2020, respectively (the “2019 Annual Report”). Additional information regarding the persons or entities
who may be deemed participants in the solicitation of proxies from NTN stockholders, including a description of their interests
in the proposed Merger and Asset Sale, by security holdings or otherwise, are included in the proxy statement/prospectus/consent
solicitation statement referred to above and other relevant documents to be filed with the SEC when they become available. As
described above, these documents will be available free of charge at the SEC’s website or by directing a written request
to NTN. Neither the managers or officers of Brooklyn nor the managers or officers of eGames.com currently hold any interests,
by security holdings or otherwise, in NTN.
Forward-Looking
Statements
This
report 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, which are intended to be covered by the safe harbor provisions of the
Private Securities Litigation Reform Act of 1995. Forward-looking statements are any statements that are not statements of historical
fact and may be identified by terminology such as “expect,” “intend,” “plan,” “believe,”
“anticipate,” “may,” “will,” “would,” “should,” “could,”
“contemplate,” “estimate,” “predict,” “potential” or “continue,” or
the negative of these terms or other similar words. Forward-looking statements are based on current beliefs and assumptions that
are subject to risks and uncertainties and are not guarantees of future performance. Actual results could differ materially from
those stated or implied in any forward-looking statement as a result of various factors, including, but not limited to: (i) risks
that the conditions to the closing of the proposed Merger and/or Asset Sale are not satisfied, including the failure of NTN and
Brooklyn to timely obtain the requisite stockholder and member approvals for the Merger and/or Asset Sale and related matters
or to meet the net cash and capitalization requirements under the Merger Agreement, as applicable; (ii) uncertainties as to the
timing of the consummation of the proposed Merger and Asset Sale and the ability of each party to consummate the proposed Merger
and Asset Sale; (iii) risks related to NTN’s and Brooklyn’s ability to manage their respective operating expenses
and expenses associated with the proposed Merger and Asset Sale, as applicable, pending closing of the Merger; (iv) the risk that,
as a result of adjustments to the exchange ratio, NTN stockholders and Brooklyn members could own more or less of the combined
company than is currently anticipated; (v) NTN’s continued listing on the NYSE American; (vi) uncertainties related to the
impact of the COVID-19 pandemic on the business and financial condition of NTN, Brooklyn and the combined company and the ability
of NTN and Brooklyn to consummate the Merger and NTN and eGames.com to consummate the Asset Sale; (vii) NTN’s ability to
continue to operate as a going concern if the proposed Merger or Asset Sale is not consummated in a timely manner, or at all;
(viii) Brooklyn’s need for, and the availability of, substantial capital in the future to fund its operations and research
and development activities; (ix) Brooklyn’s ability to successfully progress research and development efforts after the
Merger, including its manufacturing development efforts, and to create effective, commercially-viable products; (x) the success
of Brooklyn’s product candidates in completing pre-clinical or clinical testing and being granted regulatory approval to
be sold and marketed in the United States or elsewhere; (xi) the outcome of any legal proceedings that may be instituted against
NTN, Brooklyn, eGames.com or others related to the Merger Agreement or the Asset Purchase Agreement, as applicable; (xii) the
occurrence of any event, change or other circumstance or condition that could give rise to the termination of either or both of
those agreements; (xiii) potential adverse reactions or changes to business relationships resulting from the announcement or completion
of the proposed Merger or Asset Sale; and (xiv) those risks and uncertainties discussed in NTN’s reports filed with the
SEC, including its 2019 Annual Report, its Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, as well as other documents
that may be filed by NTN from time to time with the SEC available at www.sec.gov.
You
should not rely upon forward-looking statements as predictions of future events. NTN cannot assure you that the events and circumstances
reflected in the forward-looking statements will be achieved or occur, and actual results could differ materially from those projected
in the forward-looking statements. The forward-looking statements made in this communication speak only as of the date on which
they were made. NTN does not undertake any obligation to update the forward-looking statements contained herein to reflect events
that occur or circumstances that exist after the date hereof, except as may be required by applicable law or regulation.