CARLSBAD, Calif. and
BROOKLYN, N.Y., Aug. 13, 2020 /PRNewswire/ -- NTN
Buzztime, Inc. (NYSE American: NTN) and 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, today announced that the
companies have entered into a definitive merger agreement. If
approved by the stockholders of NTN Buzztime and the beneficial
holders of the Class A membership interests of Brooklyn, Brooklyn will merge with a
wholly-owned subsidiary of NTN Buzztime in an all-stock
transaction. Following closing, which the parties expect will occur
in the fourth quarter of 2020, the combined company will continue
under the Brooklyn ImmunoTherapeutics name and will focus on
the advancement of Brooklyn's
program to further develop its cytokine-based drug for the
treatment of various cancers.
Brooklyn's chief executive
officer Ron Guido, MS, MS Pharm.
Med., stated, "We are pleased to reach an agreement with NTN
Buzztime for the proposed merger. This provides us with the
opportunity, once the merger is completed, to have our shares
traded in the public market and to expand our investor base, which
we believe will increase our ability to advance our clinical
development program exploring the treatment of certain cancers
using derived cytokines. We expect this merger will also enable us
to expand our resources and expertise to build momentum in our drug
development program. We believe that the merger will provide
benefit to both the members of Brooklyn and the stockholders of NTN
Buzztime."
Mr. Guido continued: "Brooklyn
is focused on exploring the role that IRX-2, a cytokine-based
investigational therapy, can have on the immune system in treating
patients with cancer. IRX-2's active constituents, namely
Interleukin-2 (IL-2) and other key cytokines, are postulated to
signal, enhance and restore immune function suppressed by the
tumor, thus enabling the immune system to attack cancer cells.
Unlike existing recombinant IL-2 therapies, IRX-2 is naturally
derived from human blood cells. This may potentially promote better
tolerance, broader targeting, and natural molecular
conformation leading to greater activity, and permit low
physiologic dosing rather than high doses needed in existing IL-2
therapies. Our ongoing development program is specifically
investigating use of IRX-2 in neoadjuvant (pre-surgical) and
adjuvant (post-operative) treatment for advanced head and neck
squamous cell cancer. IRX-2 has received both fast track
designation and orphan drug designation from the FDA for this
indication. Potential use of our product candidate in other cancer
indications is also being evaluated in several
investigator-sponsored trials. Finally, we are currently modifying
our manufacturing process to allow us to develop additional drugs
with a variety of cytokine mixtures to expand our product
offerings."
Allen Wolff, chief executive
officer of NTN Buzztime, stated, "This transaction reflects the
continuing commitment of our management team and board of directors
to deliver value to our stockholders. Following a thorough review
of strategic alternatives, we determined that the proposed merger
with Brooklyn is in the best
interest of our stockholders. We are also continuing to explore the
sale of substantially all of the assets of our current business to
provide additional capital and to allow the combined company to
focus exclusively on Brooklyn's
business following the merger. While we are in discussions with
multiple parties who are interested in purchasing those assets, no
definitive agreement has been entered into to date."
About the Proposed Merger
Under the merger agreement, immediately following the closing of
the merger, the members of Brooklyn collectively will own 94.08% of the
outstanding common stock of the combined company and NTN Buzztime
stockholders immediately prior to the closing of the merger
collectively will own 5.92% of the outstanding common stock of the
combined company, which percentages are subject to adjustment based
on Brooklyn's cash and cash
equivalents and NTN Buzztime's net cash balance at the closing, all
as more particularly set forth in the merger agreement.
The merger agreement contains customary representations,
warranties and covenants made by NTN Buzztime and Brooklyn, including covenants relating to both
parties using their best efforts to cause the transactions
contemplated by the merger agreement to be satisfied, covenants
regarding obtaining the requisite approvals of NTN Buzztime
stockholders and the beneficial holders of the Class A membership
interests of Brooklyn, covenants
regarding indemnification of directors and officers, and covenants
regarding NTN Buzztime's and Brooklyn's conduct of their respective
businesses between the date of signing of the merger agreement and
the closing. The merger agreement also contains certain termination
rights for both NTN Buzztime and Brooklyn, and, in connection with the
termination of the merger agreement under specified circumstances,
NTN Buzztime and Brooklyn may be
required to pay the other party a termination fee.
As a condition to the closing of the merger, Brooklyn has agreed that it will not have less
than $10 million in cash and cash equivalents and not more
than $750,000 of indebtedness for
borrowed money at the closing. Certain beneficial holders of
Brooklyn's Class A membership
interests have entered into contractual commitments to invest
$10 million into Brooklyn immediately prior to the closing of
the merger. Further, as a condition to the closing of the merger,
NTN has committed that the deficit in its net cash at the closing,
as calculated under the merger agreement, will not exceed
$3 million.
The combined company, led by Brooklyn's current management team, is
expected to be named "Brooklyn ImmunoTherapeutics, Inc." and
be headquartered in Brooklyn,
NY. After the closing, the combined company is expected to
trade on the NYSE American market under a new ticker symbol.
The merger agreement has been unanimously approved by the board
of directors of NTN Buzztime, upon the recommendation of its
strategic committee, and by the managers of Brooklyn. The NTN Buzztime board of directors
have also recommended to NTN Buzztime's stockholders that they vote
to approve issuance of the shares to the members of Brooklyn pursuant to the merger agreement, and
the managers of Brooklyn have
recommended to the beneficial holders of the Class A membership
interests of Brooklyn that they
approve the merger agreement and the merger. The transaction is
expected to close in the fourth quarter of 2020, subject to
approvals by the requisite stockholders of NTN Buzztime and
beneficial holders of the Class A membership interests of
Brooklyn described above, the
continued listing of the combined company on the NYSE American,
each of the company's meeting its capitalization or net cash
condition, as applicable, and other customary closing
conditions.
In connection with the transaction, Maxim Group LLC is serving
as the financial advisor for Brooklyn and Newbridge Securities Corporation
is serving as the financial advisor to NTN Buzztime. Further,
Breakwater Law Group, LLP and Sheppard, Mullin, Richter &
Hampton LLP are serving as legal counsel to NTN Buzztime and
Akerman LLP is serving as legal counsel to Brooklyn in connection with the
transaction.
A more complete description of the terms of and conditions of
the proposed merger and related matters will be included in a
current report on Form 8-K to be filed by NTN Buzztime with the
U.S. Securities and Exchange Commission ("SEC") on or about
August 14, 2020. A copy of the merger
agreement will be an exhibit to that Form 8-K. All parties desiring
details regarding the terms and conditions of the proposed merger
are urged to review that Form 8-K, and the exhibits attached
thereto, which will be available at the SEC's website at
www.sec.gov.
About Brooklyn ImmunoTherapeutics LLC
Brooklyn is a clinical-stage
biopharmaceutical company focused on exploring the role that
cytokine-based therapy can have on the immune system in treating
patients with cancer. Brooklyn is
committed to developing IRX-2, a novel cytokine-based therapy, to
treat patients with cancer. IRX-2 active constituents, namely
Interleukin-2 (IL-2) and other key cytokines, are postulated to
signal, enhance and restore immune function suppressed by the
tumor, thus enabling the immune system to attack cancer cells. For
more information about the company and its clinical programs,
please visit www.Brooklynitx.com.
About NTN Buzztime
NTN Buzztime (NYSE American: NTN) delivers interactive
entertainment and innovative technology that helps its customers
acquire, engage and retain its patrons. The company's tablets,
mobile app and technology offer engaging solutions to
establishments that have guests who experience dwell time, such as
in bars, restaurants, casinos and senior living centers.
Additional Information and Where to Find It
This communication is not intended to and does not constitute an
offer to sell or the solicitation of an offer to buy any
securities, 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 offering of securities
in connection with the proposed merger shall be made except by
means of a prospectus meeting the requirements of Section 10 of the
Securities Act of 1933, as amended.
In connection with the proposed merger, NTN Buzztime intends to
file relevant materials with the SEC, including a registration
statement on Form S-4 that will contain a proxy statement and a
prospectus of NTN Buzztime, which joint proxy statement/prospectus
will be mailed or otherwise disseminated to NTN Buzztime
stockholders if and when it becomes available. INVESTORS AND
SECURITY HOLDERS OF NTN BUZZTIME ARE URGED TO READ THESE MATERIALS
CAREFULLY AND IN THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE
BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT BROOKLYN, NTN BUZZTIME, THE PROPOSED MERGER,
AND RELATED MATTERS. The joint proxy statement/prospectus and other
relevant materials (when they become available), and any other
documents filed by NTN Buzztime 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 Buzztime 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
and the other relevant materials when they become available before
making any voting or investment decision with respect to the
proposed merger.
Participants in the Solicitation
NTN Buzztime and its directors, executive officers and certain
other members of management and employees may, under SEC rules, be
deemed to be participants in the solicitation of proxies from the
stockholders of NTN Buzztime with respect to the proposed merger
and related matters. Information about the directors and executive
officers of NTN Buzztime, including their ownership of shares of
NTN Buzztime common stock, is included in NTN Buzztime'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. Additional information regarding the persons or
entities who may be deemed participants in the solicitation of
proxies from NTN Buzztime stockholders, including a description of
their interests in the proposed merger by security holdings or
otherwise, will be included in the joint proxy statement/
prospectus and other relevant documents to be filed with the SEC
when they become available. The managers and officers of
Brooklyn do not currently hold any
interests, by security holdings or otherwise, in NTN Buzztime.
Forward-Looking Statements
This communication 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, and 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. These forward-looking statements
include, but are not limited to, statements concerning: (a) the
structure, timing and completion of the proposed merger; (b) the
combined company's listing on the NYSE American; (c) expectations
regarding the capitalization, resources and ownership structure of
the combined company; (d) the ability of the combined company to
fund the advancement of any development program or the completion
of any clinical trial; (e) the nature, strategy and focus of the
combined company; (f) product development strategies, including
with respect to potential indications for IRX-2 and expansion of
the combined company's product offerings; (g) potential market
opportunities and the value of IRX-2 and future cytokine-based drug
candidates; (h) the management and board structure of the combined
company; and (i) the potential sale of substantially all of the
assets relating to NTN Buzztime's current business and the timing
of such a transaction.
Forward-looking statements are only predictions. These
statements are based upon the current beliefs and expectations of
each company's management and are subject to significant risks and
uncertainties, many of which involve factors or circumstances that
are beyond each of NTN Buzztime's and Brooklyn's control. Actual results may differ
materially from those stated or implied in forward-looking
statements due to a number of factors, including but not limited
to: (i) risks that the conditions to the closing of the proposed
merger are not satisfied, including the failure of NTN Buzztime and
Brooklyn to timely obtain the
requisite stockholder and member approvals for the merger and
related matters and to meet the net cash and capitalization
requirements, as applicable; (ii) uncertainties as to the timing of
the consummation of the proposed merger; (iii) risks related to
each company's ability to manage its operating expenses and its
expenses associated with the proposed merger pending closing; (iv)
the risk that, as a result of adjustments to the exchange ratio,
NTN Buzztime stockholders and Brooklyn members could own more or less of the
combined company than is currently anticipated; (v) NTN Buzztime'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 Buzztime, Brooklyn and the combined company and the
ability of NTN Buzztime and Brooklyn to consummate the merger; (vii) NTN
Buzztime's ability to sell substantially all of the assets relating
to its current business so that the combined company can focus on
Brooklyn's business following the
merger; (viii) NTN Buzztime's ability to continue to operate as a
going concern if the proposed merger is not consummated in a timely
manner, or at all; (ix) the combined company's need for, and the
availability of, substantial capital in the future to fund its
operations and research and development activities; (x) the
combined company's ability to successfully progress research and
development efforts, including its manufacturing development
efforts, and to create effective, commercially-viable products;
(xi) the success of the combined company'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; (xii) the
outcome of any legal proceedings that may be instituted against NTN
Buzztime, Brooklyn or others
related to the merger agreement or any asset purchase agreement
that NTN Buzztime may enter into; the occurrence of any event,
change or other circumstance or condition that could give rise to
the termination of the merger agreement; (xiii) potential adverse
reactions or changes to business relationships resulting from the
announcement or completion of the proposed merger; and (xiv) those
risks and uncertainties discussed in NTN Buzztime's reports filed
with the SEC, including its most recent Annual Report on Form 10-K,
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 Buzztime 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. Neither NTN Buzztime nor Brooklyn can 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 Buzztime and Brooklyn do 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.
For further information, contact:
NTN Buzztime, Inc.
Kirsten
Chapman
LHA Investor Relations
(415) 433-3777
Buzztime@lhai.com
Brooklyn ImmunoTherapeutics LLC
Rob Kloppenburg
MacDougall Agency
rkloppenburg@macbiocom.com
617-930-5595
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SOURCE NTN Buzztime, Inc; Brooklyn ImmunoTherapeutics LLC