CARLSBAD, Calif., March 15, 2021 /PRNewswire/ -- NTN Buzztime,
Inc. (NYSE American: NTN) today announced that its
stockholders have approved the proposed merger between NTN and
Brooklyn ImmunoTherapeutics LLC. The proposed merger remains
subject to further customary closing conditions and regulatory
approvals. NTN expects that the merger will close in the next two
weeks.
NTN reported that at the meeting, the following proposals were
approved: (i) Proposal 1, relating to the issuance of shares of
NTN's common stock to the members of Brooklyn pursuant to the merger and the change
of control resulting therefrom, (ii) Proposal 2, authorizing an
amendment to NTN's certificate of incorporation to effect a reverse
stock split of NTN's common stock, with a range of one new share
for every 2 to 10 shares, (iii) Proposal 3, authorizing an
amendment to NTN's certificate of incorporation to increase the
number of authorized shares to 100 million shares, (iv) Proposal 5,
authorizing an amendment to NTN's certificate of incorporation to
change NTN's corporate name to Brooklyn ImmunoTherapeutics, Inc.
upon the closing of the merger, (v) Proposal 7, approving the
Brooklyn ImmunoTherapeutics, Inc. 2020 Stock Incentive Plan, and
(vi) Proposal 8, to approve on an advisory basis the compensation
that will be paid or may become payable to the named executive
officers of NTN in connection with the merger.
Two proposals did not pass: (a) Proposal 4, to amend NTN's
certificate of incorporation to grant voting rights to the holders
of NTN's outstanding Series A convertible preferred stock on an
as-converted to common stock basis, and (b) Proposal 6, to sell the
assets relating to NTN's historic business to eGames.com Holding
LLC.
With respect to Proposal 6, to allow the combined company
following the closing of the merger to focus its resources on
Brooklyn's business, as soon as
possible following the completion of the merger, the parties intend
to consummate the asset sale to eGames.com Holdings LLC. As stated
in the proxy statement/prospectus/consent solicitation statement
distributed in connection with the special meeting, as of
immediately following the closing of the merger, the assets related
to NTN's historical business are not expected to constitute all or
substantially all of the combined company's assets. Accordingly,
following the completion of the merger, all of the assets related
to NTN's historical business may be sold without stockholder
approval under Delaware law,
including to eGames.com Holdings LLC under the asset purchase
agreement.
With respect to Proposal 4, under Section 351(a) of the
Internal Revenue Code of 1986 ("Section 351(a)"), following the
merger, Brooklyn's members would
be required to own at least 80% of the total combined voting power
of all classes of stock of NTN that are entitled to vote, and at
least 80% of the total number of shares of each non-voting class of
stock in NTN (i.e., Series A Convertible Preferred Stock), in order
for the merger to qualify as a deferral of gain under Section
351(a).
So that the merger would qualify for deferral of gain under
Section 351(a) even if Proposal 4 was not approved at the special
meeting, certain members of Brooklyn have entered into binding agreements
with the holders of more than 90% of the outstanding shares of
NTN's Series A Convertible Preferred Stock pursuant to which the
holders thereof agreed to sell such shares to those Brooklyn members prior to the merger, such
that the Brooklyn members will
hold at least 80% of the number of outstanding shares of Series A
Convertible Preferred Stock as of immediately after the merger.
Accordingly, NTN and Brooklyn
agreed to waive the closing conditions in the merger agreement that
NTN's stockholders approve Proposal 4 and that NTN's restated
certificate of incorporation be amended to provide voting rights to
the holders of the outstanding shares of NTN's Series A Convertible
Preferred Stock.
About Brooklyn ImmunoTherapeutics
Brooklyn is a late
clinical-stage biopharmaceutical company focused on IL-2
cytokine-based therapies 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 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. Most frequently used in
bars and restaurants in North
America, the Buzztime tablets, mobile app and technology
offer engaging solutions to establishments that have guests who
experience dwell time, such as casinos, senior living, and more.
Casual dining venues license Buzztime's customizable solution to
differentiate themselves via competitive fun by offering guests
trivia, card, sports and arcade games. Buzztime's platform creates
connections among the players and venues and amplifies guests'
positive experiences. Buzztime's in-venue TV network creates
one of the largest digital out of home ad audiences in the US and
Canada. Buzztime hardware
solutions leverages the company's experience manufacturing durable
tablets and charging systems, enabling a diverse group of
businesses including corrections, point-of-sale and loyalty with
product implementation. Buzztime games have also been
recently licensed by other businesses serving other markets.
For more information, please visit http://www.buzztime.com or
follow us on Facebook or Twitter@buzztime.
Forward-Looking Statements
This press release 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 will not be satisfied; (ii)
uncertainties as to the timing of the consummation of the proposed
merger; (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 are 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 commercialized in the United States or elsewhere; (xi) the
outcome of any legal proceedings that have been 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. 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.
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SOURCE NTN Buzztime, Inc.