Full Press Release Details
Buzztime, Inc. and Brooklyn ImmunoTherapeutics LLC
into Definitive Merger Agreement
merger will create a public company focused on the clinical development
of a cytokine-based product for the treatment of cancer
company expected to trade on the NYSE American under a new ticker symbol
already has $10 million of funding committed for post-merger activities
CA and Brooklyn, NY, August 13, 2020, - NTN Buzztime, Inc. (NYSE American: NTN) and Brooklyn ImmunoTherapeutics LLC
("Brooklyn"), a privately-held biopharmaceutical company focused on exploring the role that cytokine-based therapy
can have in treating patients with cancer, today announced that the companies have entered into a definitive merger agreement.
If approved by the stockholders of NTN Buzztime and the beneficial holders of the Class A membership interests of Brooklyn, Brooklyn
will merge with a wholly-owned subsidiary of NTN Buzztime in an all-stock transaction. Following closing, which the parties expect
will occur in the fourth quarter of 2020, the combined company will continue under the Brooklyn ImmunoTherapeutics name
and will focus on the advancement of Brooklyn's program to further develop its cytokine-based drug for the treatment of
chief executive officer Ron Guido, MS, MS Pharm. Med., stated, "We are pleased to reach an agreement with NTN Buzztime for
the proposed merger. This provides us with the opportunity, once the merger is completed, to have our shares traded in the public
market and to expand our investor base, which we believe will increase our ability to advance our clinical development program
exploring the treatment of certain cancers using derived cytokines. We expect this merger will also enable us to expand our resources
and expertise to build momentum in our drug development program. We believe that the merger will provide benefit to both the members
of Brooklyn and the stockholders of NTN Buzztime."
Guido continued: "Brooklyn is focused on exploring the role that IRX-2, a cytokine-based investigational therapy, can have
on the immune system in treating patients with cancer. IRX-2's active constituents, namely Interleukin-2 (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. Unlike existing recombinant IL-2 therapies, IRX-2 is naturally derived from human blood cells.
This may potentially promote better tolerance, broader targeting, and natural molecular conformation leading to greater activity,
and permit low physiologic dosing rather than high doses needed in existing IL-2 therapies. Our ongoing development program is
specifically investigating use of IRX-2 in neoadjuvant (pre-surgical) and adjuvant (post-operative) treatment for advanced head
and neck squamous cell cancer. IRX-2 has received both fast track designation and orphan drug designation from the FDA for this
indication. Potential use of our product candidate in other cancer indications is also being evaluated in several investigator-sponsored
trials. Finally, we are currently modifying our manufacturing process to allow us to develop additional drugs with a variety of
cytokine mixtures to expand our product offerings."
Wolff, chief executive officer of NTN Buzztime, stated, "This transaction reflects the continuing commitment of our management
team and board of directors to deliver value to our stockholders. Following a thorough review of strategic alternatives, we determined
that the proposed merger with Brooklyn is in the best interest of our stockholders. We are also continuing to explore the sale
of substantially all of the assets of our current business to provide additional capital and to allow the combined company to
focus exclusively on Brooklyn's business following the merger. While we are in discussions with multiple parties who are
interested in purchasing those assets, no definitive agreement has been entered into to date."
the merger agreement, immediately following the closing of the merger, the members of Brooklyn collectively will own 94.08% of
the outstanding common stock of the combined company and NTN Buzztime stockholders immediately prior to the closing of the merger
collectively will own 5.92% of the outstanding common stock of the combined company, which percentages are subject to adjustment
based on Brooklyn's cash and cash equivalents and NTN Buzztime's net cash balance at the closing, all as more particularly
set forth in the merger agreement.
merger agreement contains customary representations, warranties and covenants made by NTN Buzztime and Brooklyn, including covenants
relating to both parties using their best efforts to cause the transactions contemplated by the merger agreement to be satisfied,
covenants regarding obtaining the requisite approvals of NTN Buzztime stockholders and the beneficial holders of the Class A membership
interests of Brooklyn, covenants regarding indemnification of directors and officers, and covenants regarding NTN Buzztime's
and Brooklyn's conduct of their respective businesses between the date of signing of the merger agreement and the closing.
The merger agreement also contains certain termination rights for both NTN Buzztime and Brooklyn, and, in connection with the
termination of the merger agreement under specified circumstances, NTN Buzztime and Brooklyn may be required to pay the other
party a termination fee.
a condition to the closing of the merger, Brooklyn has agreed that it will not have less than $10 million in cash and cash equivalents
and not more than $750,000 of indebtedness for borrowed money at the closing. Certain beneficial holders of Brooklyn's Class
A membership interests have entered into contractual commitments to invest $10 million into Brooklyn immediately prior to the
closing of the merger. Further, as a condition to the closing of the merger, NTN has committed that the deficit in its net cash
at the closing, as calculated under the merger agreement, will not exceed $3 million.
combined company, led by Brooklyn's current management team, is expected to be named "Brooklyn ImmunoTherapeutics,
Inc." and be headquartered in Brooklyn, NY. After the closing, the combined company is expected to trade on the NYSE
American market under a new ticker symbol.
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. The NTN Buzztime 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 pursuant to the merger agreement, and
the managers of Brooklyn have recommended to the beneficial holders of the Class A membership interests of Brooklyn that they
approve the merger agreement and the merger. The transaction is expected to close in the fourth quarter of 2020, subject to approvals
by the requisite stockholders of NTN Buzztime and beneficial holders of the Class A membership interests of Brooklyn described
above, the continued listing of the combined company on the NYSE American, each of the company's meeting its capitalization
or net cash condition, as applicable, and other customary closing conditions.
In connection with the transaction, Maxim Group LLC
is serving as the financial advisor for Brooklyn and Newbridge Securities Corporation is serving as the financial advisor to NTN
Buzztime. Further, Breakwater Law Group, LLP and Sheppard, Mullin, Richter & Hampton LLP are serving as legal counsel to NTN
Buzztime and Akerman LLP is serving as legal counsel to Brooklyn in connection with the transaction.
more complete description of the terms of and conditions of the proposed merger and related matters will be included in a current
report on Form 8-K to be filed by NTN Buzztime with the U.S. Securities and Exchange Commission ("SEC") on or about
August 14, 2020. A copy of the merger agreement will be an exhibit to that Form 8-K. All parties desiring details regarding the
terms and conditions of the proposed merger are urged to review that Form 8-K, and the exhibits attached thereto, which will be
available at the SEC's website at www.sec.gov.
Brooklyn ImmunoTherapeutics LLC
is a clinical-stage biopharmaceutical company focused on exploring the role that cytokine-based therapy can have on the immune
system 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 Interleukin-2 (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.
Buzztime (NYSE American: NTN) delivers interactive entertainment and innovative technology that helps its customers acquire, engage
and retain its patrons. The company's tablets, mobile app and technology offer engaging solutions to establishments that
have guests who experience dwell time, such as in bars, restaurants, casinos and senior living centers.
Information and Where to Find It
communication is not intended to and does not constitute an offer to sell or the solicitation of an offer to buy any securities,
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 offering 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.
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 if and when it becomes available. INVESTORS AND SECURITY HOLDERS
OF NTN BUZZTIME ARE URGED TO READ THESE MATERIALS CAREFULLY AND IN THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY
WILL CONTAIN IMPORTANT INFORMATION ABOUT BROOKLYN, NTN BUZZTIME, 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
Buzztime and its directors, executive officers and certain other members of management and employees may, under SEC rules, be