Item 5.07 Submission of Matters to a Vote of Security Holders.
On March 15, 2021, NTN Buzztime, Inc. ("NTN" or the "Company") held its special
meeting of stockholders. Set out below is a brief description of each matter
submitted to a vote at the special meeting, as well as the number of votes cast
for or against, the number of abstentions and the number of broker non-votes
with respect to each matter, as applicable. For more information about these
proposals, please refer to the proxy statement/prospectus/consent solicitation
statement dated February 8, 2021 filed by NTN with the Securities and Exchange
Commission on February 8, 2021.
There were 2,976,096 shares of NTN common stock entitled to vote at the special
meeting, of which approximately 61% were present or represented by valid proxy
at the special meeting, which constituted a quorum for the special meeting.
Proposal No. 1: Stockholders approved the issuance of shares of NTN common stock
to the members of Brooklyn ImmunoTherapeutics LLC ("Brooklyn") pursuant to the
terms of the agreement and plan of merger and reorganization dated August 12,
2020 (the "Merger Agreement") and the change of control of NTN resulting
therefrom. The voting results were:
For Against Abstain Broker Non-Votes
1,021,843 11,159 5,535 776,758
Proposal No. 2: Stockholders approved an amendment to the restated certificate
of incorporation of NTN to effect a reverse stock split of NTN's common stock,
within a range of one new share for every 2 to 10 (or any number in between)
shares outstanding. The voting results were:
For Against Abstain Broker Non-Votes
1,772,052 38,869 4,374 N/A
Proposal No. 3: Stockholders approved an amendment to the restated certificate
of incorporation of NTN to increase the number of authorized shares of its
common stock, par value $0.005 per share, from 15,000,000 shares to 100,000,000
shares. The voting results were:
For Against Abstain Broker Non-Votes
1,739,922 36,701 38,672 N/A
Proposal No. 4: Stockholders did not approve an amendment to the restated
certificate of incorporation of NTN to grant voting rights to the holders of
NTN's outstanding Series A Convertible Preferred Stock on an as-converted to
common stock basis (the "Series A Voting Rights Proposal"). The voting results
were:
For Against Abstain Broker Non-Votes
1,019,732 12,196 6,609 776,758
Proposal No. 5: Stockholders approved an amendment to the restated certificate
of incorporation of NTN to change the corporate name of NTN from "NTN Buzztime,
Inc." to "Brooklyn ImmunoTherapeutics, Inc." The voting results were:
For Against Abstain Broker Non-Votes
1,800,784 8,262 6,249 N/A
Proposal No. 6: Stockholders did not approve the asset purchase agreement dated
September 18, 2020, as amended, between NTN and eGames.com Holdings LLC and the
transactions contemplated thereby. The voting results were:
For Against Abstain Broker Non-Votes
1,025,122 7,478 5,937 776,758
Proposal No. 7: Stockholders approved the Brooklyn ImmunoTherapeutics, Inc. 2020
Stock Incentive Plan. The voting results were:
For Against Abstain Broker Non-Votes
998,706 31,158 8,673 776,758
Proposal No. 8: Stockholders approved, on a nonbinding, advisory basis, the
compensation that will be paid or may become payable to the named executive
officers of NTN in connection with the merger and/or the asset sale. The voting
results were:
For Against Abstain Broker Non-Votes
967,863 62,042 8,632 776,758
Proposal No. 9: Stockholders approved an adjournment of the special meeting, if
necessary, to solicit additional proxies if there are not sufficient votes in
favor of Proposal Nos. 1, 2, 3, 4, or 6. The voting results were:
For Against Abstain Broker Non-Votes
1,776,461 31,182 7,652 N/A
Item 8.01 Other Events.
Anticipated Closing of Merger and Asset Sale
NTN and Brooklyn intend to complete the merger contemplated by the Merger
Agreement (the "Merger") within the next two weeks. At the effective time of the
Merger (the "Effective Time"), BIT Merger Sub, Inc., a wholly-owned subsidiary
of NTN, will merge with and into Brooklyn, with Brooklyn surviving as a
wholly-owned subsidiary of NTN. Following the Effective Time, the business
conducted by NTN will become the business conducted by Brooklyn, which is a
biopharmaceutical company focused on exploring the role that cytokine-based
therapy can have on the immune system in treating patients with cancer.
In connection with and immediately prior to the Effective Time, NTN intends to
(i) effect a reverse stock split at a ratio to be determined within the range
approved in Proposal 2, and (ii) change its name to "Brooklyn
ImmunoTherapeutics, Inc."
Further, 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
contemplated by the asset purchase agreement dated September 18, 2020, as
amended, between NTN and 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 Section 271
of the Delaware General Corporation Law, including to eGames.com Holdings LLC
under the asset purchase agreement.
Acquisition of NTN Series A Convertible Preferred Stock by Brooklyn Members
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 the Series A Voting Rights Proposal 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. Based on the
foregoing, NTN and Brooklyn agreed to waive the closing conditions in the Merger
Agreement that NTN's stockholders approve the Series A Voting Rights Proposal
and that NTN's restated certificate of incorporation be amended to provide the
holders of the outstanding shares of NTN's Series A Convertible Preferred Stock
the right to vote on all matters submitted to a vote of the holders of NTN's
common stock, voting together as one class with the holders of the common stock
and any other class or series of preferred stock so voting as one class, on an
as converted to common stock basis.
On March 15, 2021, NTN issued a press release announcing the foregoing
information and the other information disclosed in this report, a copy of which
is furnished as Exhibit 99.1 and is incorporated by reference.
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. Forward-looking statements in this
press release include statements regarding the parties' intent to complete the
Merger, a reverse stock split and the asset sale, and the timing thereof. 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 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 Annual Report on Form 10-K for the
year ended December 31, 2020, 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.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description
99.1 Press release issued by NTN Buzztime, Inc. dated March 15, 2021.
© Edgar Online, source Glimpses
NTN BUZZTIME, INC. 
