NTN Buzztime in reverse takeover with Brooklyn

NTN Buzztime has announced plans to acquire privately-held Brooklyn ImmunoTherapeutics, just a day after receiving a noncompliance notice from the NYSE American. The all-scrip deal effectively gives the cancer-focused cytokine-based therapy developer a backdoor listing and access to the capital markets for future fundraising. Under the merger agreement, immediately following the closing, shareholders of Brooklyn will own 94.1 per cent of the combined company, while NTN Buzztime backers will hold the 5.9 per cent balance. The ratio is subject to adjusted, based on cash and equivalents and net balance at the date of completion. As a condition, Brooklyn has agreed it will not have less than USD 10.00 million in monies and not more than USD 750,000 of indebtedness at closing. Certain of its beneficial stockholders have entered into contractual commitments to invest USD 10.00 million into the developer immediately prior to completion. Another condition includes NTN committing that the deficit in its net cash, as calculated under the merger agreement, will not exceed USD 3.00 million. The combined company is expected to be named Brooklyn ImmunoTherapeutics, be headquartered in Brooklyn, New York, and trade on the NYSE American market under a new ticker symbol. It will explore the role that cytokine-based therapy can have on the immune system in treating patients with cancer. Brooklyn’s chief executive, Ron Guido, stated the acquisition provides an opportunity to have the group’s shares traded in the public market and to expand its investor base. This in turn will increase our ability to advance our clinical development programme exploring the treatment of certain cancers using derived cytokines.” NTN Buzztime is a Californian interactive entertainment company providing tablets, mobile apps and technology to establishments that have guests who have downtime in bars, restaurants, casinos and senior living centres. Yesterday, it announced had received a noncompliance notice as it reported stockholders’ equity of less than USD 2.00 million, as at 30th June 2020, and had net losses in two of its three most recent fiscal years ended 30st December 2019. © Zephus Ltd

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