What changed in this filing

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Item 1. Legal Proceedings

2021-05-17 compared with 2020-11-13 · 4 added, 53 removed, 1 unchanged (98% of the section changed)

Legal Proceedings.

time to time, we are subject to legal proceedings in the ordinary course of business.

While management presently believes that

the ultimate outcome of these proceedings, individually and in the aggregate, will not materially harm our financial position,

cash flows, or overall trends in results of operations, legal proceedings are subject to inherent uncertainties, and unfavorable

rulings or outcomes could occur that have, individually or in the aggregate, a material adverse effect on our business, financial

condition or operating results.

We are not currently subject to any pending material legal proceedings except as described below.

We and our directors

have been named as defendants in six substantially similar actions brought by purported stockholders of ours arising out

of the Merger:

NTN Buzztime, Inc.

1:20-cv-08663 (S.D.N.Y.

NTN Buzztime,

1:20-cv-01401 (D.

NTN Buzztime, Inc.

1:20-cv-08747 (S.D.N.Y.

NTN Buzztime, Inc.

1:20-cv-05106 (E.D.N.Y.

NTN Buzztime, Inc.

3:20-cv-02123-BAS-JLB (S.D.

and Monsour v.

NTN Buzztime,

Inc., Case No.

1:20-cv-08755 (S.D.N.Y.

These actions assert claims asserting violations of Sections

14(a) and 20(a) of the Securities Exchange Act of 1934 and Securities Exchange Commission Rule 14a-9 promulgated thereunder.

asserts additional claims for breach of fiduciary duty under Delaware law.

The complaints allege that defendants failed to

disclose allegedly material information in a Form S-4 Registration Statement filed on October 2, 2020, including (1) certain details

regarding any projections or forecasts we or Brooklyn Immunotherapeutics, Inc.

may have made, and the analyses performed by our

financial advisor, Newbridge Securities Corporation;

(2) conflicts concerning the sales process;

and (3) disclosures regarding

whether or not we entered into any confidentiality agreements with standstill and/or “don’t ask, don’t waive”

The complaints allege that these purported failures to disclose rendered the Form S-4 false and misleading.

The complaints

request a preliminary and permanent injunction of the Merger;

rescission of the Merger if executed and/or rescissory damages in

unspecified amounts;

direction to the individual directors to disseminate a compliant Registration Statement;

an accounting by

us for all alleged damages suffered;

a declaration that certain federal securities laws have been violated;

and costs, including

attorneys’

and expert fees and expenses.

Process has been served in Henson , but not in any of the other actions.

The deadline for defendants to respond to the complaint in Henson is December 21, 2020.

Although plaintiffs request injunctive

relief in their complaints, they have not filed motions for such relief.

We and our directors deny the allegations asserted against

us in these actions and intend to oppose them vigorously.

This information is set forth under “Note 12—Commitments and Contingencies—Litigation” to the condensed consolidated financial statements included in this report and is incorporated in this Item 1 by reference.

From time to time we may become involved in legal proceedings arising in the ordinary course of business.

Except as described above, we do not believe there is any litigation pending that could have, individually

or in the aggregate, a material adverse effect on our results of operations, financial condition or cash flows.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Legal Proceedings