CARLSBAD, Calif., March 23, 2021 /PRNewswire/ -- NTN Buzztime,
Inc. (NYSE American: NTN) today announced that it plans to
effect a one for two reverse stock split of its outstanding shares
of common stock immediately prior to the closing of the merger with
Brooklyn ImmunoTherapeutics LLC, which is anticipated to occur on
March 25, 2021. The shares of common
stock of the resulting company is expected to commence trading on
March 26, 2021 on the NYSE American
under the trading symbol "BTX".
As previously announced, at special meeting of stockholders of
NTN held on March 15, 2021, NTN's
stockholders approved, among other proposals, the issuance of
shares of NTN's common stock to the members of Brooklyn pursuant to the terms of the
agreement and plan of merger and reorganization, dated as of
August 12, 2020, by and among NTN,
BIT Merger Sub, Inc., a wholly owned subsidiary of NTN, and
Brooklyn, and the change of
control of NTN resulting therefrom, and 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.
About Brooklyn ImmunoTherapeutics LLC
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.