Brooklyn ImmunoTherapeutics LLC entered into the non-binding letter of intent to acquire NTN Buzztime, Inc. (AMEX:NTN) for approximately $170 million in a reverse merger transaction on June 12, 2020. Brooklyn ImmunoTherapeutics LLC signed an agreement and plan of merger and reorganization to acquire NTN Buzztime, Inc. (AMEX:NTN) in a reverse merger transaction on August 12, 2020. Brooklyn ImmunoTherapeutics will merge with a wholly-owned subsidiary of NTN Buzztime in an all-stock transaction. NTN Buzztime will issue a maximum of 92.1 million to acquire Brooklyn. Brooklyn ImmunoTherapeutics and NTN Buzztime will be merged such that immediately following the closing of the merger, the members of Brooklyn will own 94.08% of the common stock of the combined company and NTN Buzztime's stockholders immediately prior to the closing of the merger will own 5.92% of the outstanding common stock of the combined company, which percentages are subject to adjustment pursuant to the merger agreement. As per announcement on November 13, 2020, the members of Brooklyn will own between approximately 94.08% and 96.74% of the common stock of the combined company and NTN Buzztime's stockholders immediately prior to the closing of the merger will own between approximately 5.92% and 3.26% of the outstanding common stock of the combined company. The combined company will continue under the name of Brooklyn ImmunoTherapeutics, Inc. and focus exclusively on Brooklyn's business. After the closing, the combined company is expected to trade on the NYSE American market under a new ticker symbol. The merger agreement also contains certain termination rights for both NTN Buzztime and Brooklyn ImmunoTherapeutics and in connection with the termination of the merger agreement under specified circumstances, NTN Buzztime and Brooklyn ImmunoTherapeutics may be required to pay the other party a $0.75 million of termination fee or reimburse the other party for up to $250,000 of its third party expenses. The resulting issuer is expected to commence trading on March 26, 2021 on the NYSE American under the trading symbol “BTX”. The resulting issuer will be named as "Brooklyn ImmunoTherapeutics, Inc.".

The combined entity will be led by Brooklyn ImmunoTherapeutics' management. Brooklyn ImmunoTherapeutics anticipates that its current officers, Ronald Guido, Chief Executive Officer, and Lynn Sadowski Mason, Executive Vice President, Clinical Operations, will become the officers of combined company, and that Charles Cherington, George P. Denny III, Luba Greenwood, Yiannis Monovoukas and Nicholas J. Singer will become the directors of the combined company. Ronald Guido will become Chief Development Officer and Lynn Sadowski Mason as Executive Vice President, Clinical Development. Further, interim Chief Executive Officer, Sotirios G. Stergiopoulos, M.D. is expected to continue to hold that office following the Merger. Brooklyn is currently in the process of retaining a qualified principal financial officer and expects such person to be in place before completion of the Merger. It will be headquartered in Brooklyn, New York. The transaction is subject to approval of shareholders of NTN Buzztime and the beneficial holders of the class A membership interests of Brooklyn ImmunoTherapeutics, the continued listing of the combined company on the NYSE American, regulatory approval, each of NTN Buzztime and Brooklyn ImmunoTherapeutics meeting its capitalization or net cash condition, as applicable, Brooklyn having not less than $10 million in cash and cash equivalents and not more than $750,000 of indebtedness for borrowed money at the closing, NTN Buzztime having a deficit in its net cash at the closing of no more than $3 million, the receipt of tax opinions from counsel to NTN Buzztime and Brooklyn and the approval for listing of the shares of common stock to be issued pursuant to the merger agreement on the NYSE American exchange and other customary closing conditions. 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 ImmunoTherapeutics. NTN Buzztime's 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 ImmunoTherapeutics pursuant to the merger agreement, and the managers of Brooklyn ImmunoTherapeutics have recommended to the beneficial holders of the class A membership interests of Brooklyn that they approve the merger agreement and the merger. The merger requires NTN Buzztime to file, as promptly as practicable, a Form S-4 registration statement with the U.S. Securities and Exchange Commission to register the offer and sale of the shares of common stock to be issued. As of January 20, 2021, the Brooklyn's Board of managers unanimously approved and declared advisable the merger agreement between NTN Buzztime and Brooklyn. As of February 3, 2021, NTN's registration statement on Form S-4 relating to the proposed merger involving NTN and Brooklyn has been declared effective by the SEC. NTN will be holding its special meeting of stockholders to consider the merger on March 15, 2021. As of February 3, 2021, the registration statement been declared effective by the Securities and Exchange Commission. As of March 15, 2021, NTN Buzztime's stockholders approved the merger. The deal is expected to be closed in fourth quarter of 2020. As of November 13, 2020, the transaction is expected to close in early 2021. As of March 15, 2021, NTN expects that the merger will close in the next two weeks. As of March 23, 2021 the transaction is expected to close on March 25, 2021.

Maxim Group, LLC acted as financial advisor and Philip B. Schwartz and Rema Awad of Akerman LLP acted as legal advisors to Brooklyn ImmunoTherapeutics. Newbridge Securities Corporation acted as financial advisor and fairness opinion provider and EdwinAstudillo of Breakwater Law Group, LLP and Sheppard, Mullin Richter & Hampton LLP acted as legal advisors to NTN Buzztime. The Proxy Advisory Group, LLC served as information agent and American Stock Transfer & Trust Company, LLC served as transfer agent to NTN Buzztime. As of March 1, 2021, NTN has changed its information agent to Alliance Advisors. The Proxy Advisory Group, LLC will receive a fee of $30,000 for its services. NTN Buzztime paid Newbridge a fee of $0.11 million for rendering its opinion delivered in connection with the merger. In addition, NTN Buzztime agreed to reimburse Newbridge up to $10,000 for its reasonable, documented, out-of-pocket expenses, including reasonable fees and disbursements of its counsel.

Brooklyn ImmunoTherapeutics LLC completed the acquisition of NTN Buzztime, Inc. (AMEX:NTN) in a reverse merger transaction on March 25, 2021.