Item 7.01 Regulation FD Disclosure
On August 13, 2020, NTN Buzztime, Inc. ("NTN Buzztime") and Brooklyn
ImmunoTherapeutics LLC ("Brooklyn") issued a joint press release announcing the
execution of an Agreement and Plan of Merger and Reorganization (the "Merger
Agreement") by and among NTN Buzztime, Brooklyn, and BIT Merger Sub, Inc., a
wholly owned subsidiary of NTN Buzztime ("Merger Sub"), pursuant to which,
subject to the terms and conditions contained in the Merger Agreement, including
approval of the transactions contemplated therein by NTN Buzztime's stockholders
and by the beneficial holders of Brooklyn's Class A membership units, (i) Merger
Sub will be merged with and into Brooklyn, with Brooklyn surviving the merger as
a wholly owned subsidiary of NTN Buzztime, and (ii) 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 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. The press release is furnished as Exhibit 99.1 hereto and is
incorporated herein by reference.
The information under this Item 7.01 of this Current Report on Form 8-K,
including Exhibit 99.1, shall not be deemed "filed" for purposes of Section 18
of the Securities Exchange Act of 1934, as amended, or incorporated by reference
in any filing under the Securities Act of 1933, as amended, or the Securities
Exchange Act of 1934, as amended, except as shall be expressly set forth by
specific reference in such a filing.
No Offer or Solicitation
This Current Report on Form 8-K 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
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, 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 and the beneficial holders of Brooklyn's Class A membership units
if and when it becomes available. INVESTORS AND SECURITY HOLDERS OF NTN BUZZTIME
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 BUZZTIME, BROOKLYN, 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.
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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 the
Common Stock is set forth 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. As
described above, these documents will be available free of charge at the SEC's
website or by directing a written request to NTN Buzztime. The managers and
officers of Brooklyn do not currently hold any interests, by security holdings
or otherwise, in NTN Buzztime.
Forward-Looking Statements
This Current Report on Form 8-K and the press release attached hereto as Exhibit
99.1 contain 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: (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.
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Item 9.01 Financial Statements and Exhibits
(d)
Exhibit No. Description
99.1 Joint press release, dated August 13, 2020
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