Item 8.01 Other Events.
NTN Buzztime, Inc. ("NTN") may post one or more the following messages on
various social media platforms, including Twitter, Facebook and Instagram and
also to NTN's Buzztime network, from time to time beginning on February 25,
2021:
Please VOTE now as part of the $NTN special meeting of stockholders scheduled on
March 15, 2021 at 9:00 a.m. Pacific Time. Your vote is critical and our board of
directors strongly recommends shareholders vote "FOR" the proposals discussed in
our proxy statement/prospectus/consent solicitation statement. [URL inserted
here.]
$NTN Stockholders - it's not too late to cast your vote. Every Vote Counts! Vote
now and be a part of the vote for the proposed $NTN - Brooklyn merger. Even if
you don't own the shares now, but owned them on February 8th, 2021, you have
voting rights, and we need your vote. Online and telephone voting ends March 14,
2021 at 11:59pm Eastern Time. Call Alliance Advisors at 866-329-8430 for more
information. [URL inserted here.]
$NTN Stockholders - voting is now open on the $NTN - Brooklyn proposed merger,
the proposed asset sale and the related proposals. Vote now, as every vote
counts. Please feel free to comment, retweet and share! [URL inserted here.]
Hey @Robinhoodapp traders - every vote counts. Vote now on the $NTN - Brooklyn
proposed merger, the proposed asset sale and the related proposals. Even if you
no longer own the shares, but owned them as of February 8, 2021, you have voting
rights and we need your vote. Online and telephone voting ends March 14, 2021 at
11:59pm Eastern Time. Call Alliance Advisors at 866-329-8430 for more
information. For additional information, please read the proxy
statement/prospectus/consent solicitation statement. [URL inserted here.]
Voting is fun and important! The $NTN board of directors has determined that the
proposals to be voted on is in the best interest of $NTN and its stockholders.
Vote now, as the special meeting of stockholders on March 15, 2021 is quickly
approaching. Call Alliance Advisors at 866-329-8430 for more information. [URL
inserted here.]
Calling ALL $NTN shareholders who owned shares as of the record date of February
8, 2021. Voting is now open for the exciting proposed merger with Brooklyn
ImmunoTherapeutics. Vote now. Retweet and Share! [URL inserted here.]
The Brooklyn merger CANNOT HAPPEN unless the Series A voting proposal is
approved at the special meeting. The giving of voting rights to Series A shares
is critical to Brooklyn for tax reasons, and a prerequisite to the completion of
the merger. More info here. Please vote FOR the Series A voting proposal today!
[URL inserted here.]
Post your "I VOTED" sticker, Tweet & Share if you're an $NTN Shareholder as of
the record date February 8, 2021 and have already cast your vote for the
exciting proposed merger with Brooklyn Immunotherapeutics, the proposed asset
sale and related proposals. [URL inserted here.]
Did you receive our proxy materials? Your vote is important even if you no
longer own the shares. Please VOTE at www.proxyvote.com to support the Brooklyn
- NTN Merger. [URL inserted here.]
$NTN Stockholders - voting is now open for the exciting $NTN - Brooklyn proposed
merger, the proposed asset sale and the related proposals. Vote now as every
vote counts. Call Alliance Advisors at 866-329-8430 for more information. [URL
inserted here.]
What have you voted on this month? If you're an $NTN stockholder, you should
vote on the proposed merger with Brooklyn Immunotherapeutics, the proposed asset
sale and related proposals. Tweet, Share and Vote Now! Call Alliance Advisors at
866-329-8430 for more information. [URL inserted here.]
Voting is important - even if you no longer own your shares, please VOTE if you
held them as of the record date of February 8, 2021. Call Alliance Advisors at
866-329-8430 for more information. [URL inserted here.]
$NTN Stockholders - it's not too late to cast your vote. Every Vote Counts! Vote
now and be a part of the vote for the proposed $NTN - Brooklyn merger. Even if
you don't own the shares now, but owned them on February 8th, 2021, you have
voting rights, and we need your vote. Online and telephone voting ends March 14,
2021 at 11:59pm Eastern Time. Call Alliance Advisors at 866-329-8430 for more
information. [URL inserted here.]
Online and telephone voting Closes at 11:59pm ET TONIGHT. Please cast your VOTE
now "FOR" the merger, the Series A voting right, the asset sale and related
proposals. Voting is made easy at www.proxyvote.com. [URL inserted here.]
* * *
No Offer or Solicitation
This release 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 between NTN and Brooklyn dated August 12,
2020 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 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 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
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 sold and marketed 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, including its 2019 Annual Report,
its Quarterly Reports on Form 10-Q and its 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.
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