What changed in this filing

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Item 3. Legal Proceedings

2021-03-11 compared with 2020-03-19 · 90 added, 8 removed, 10 unchanged (91% of the section changed)

8 unchanged sentences

impact our ability to defend any such claim.

from time to time, state and provincial tax agencies have made, and we anticipate will make, inquiries as to whether our service

offerings are subject to taxation in their jurisdictions.

Many states have expanded their interpretation of their sales and use

tax statutes, which generally had the effect of increasing the scope of activities that may be subject to such statutes.

inquiries from state and provincial tax agencies on a case-by-case basis and have favorably resolved the majority of these inquiries

in the past, though we can give no assurances as to our ability to favorably resolve such inquiries in the future.

Any such inquiry

could, if not resolved favorably to us, materially adversely affect our business, results of operations, or financial condition.

We are not currently subject to any pending material legal proceedings, except as

described below.

and our directors were named as defendants in ten substantially similar actions brought by purported stockholders of ours arising

out of the Merger:

NTN Buzztime, Inc.

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

Buzztime, Inc.

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

NTN Buzztime, Inc.

1:20-cv-08747-LGS

NTN Buzztime, Inc.

1:21-cv-00047-LGS (S.D.N.Y.

NTN Buzztime, Inc.

1:21-cv-00728-LGS (S.D.N.Y.

NTN Buzztime, Inc.

1:20-cv-05106-EK-SJB

NTN Buzztime, Inc.

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

NTN Buzztime, Inc.

3:21-cv-00157-WQH-AGS (S.D.

NTN Buzztime, Inc.

1:20-cv-01401-CFC (D.

and Nicosia v.

NTN Buzztime, Inc.

1:21-cv-00125-CFC (D.

30, 2021 ) (collectively, the “Stockholder Actions”).

Brooklyn also was named as a defendant in two of the actions

( Chinta and Nicosia ).

The Stockholder Actions assert claims asserting violations of Sections 14(a) and 20(a) of the Securities

Exchange Act of 1934 and Rule 14a-9 promulgated thereunder.

Henson and Monsour assert additional claims for breach

of fiduciary duty.

The complaints allege that defendants failed to disclose allegedly material information in the Form S-4 Registration

Statement filed with the SEC on October 2, 2020, including (1) certain details regarding any projections or forecasts we or Brooklyn

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;

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 was served in Henson ,

Chinta , Amanfo , Falikman , Carlson and Gallo, but not in any of the other Stockholder Actions.

Although plaintiffs request injunctive relief in their complaints, they have not filed motions for such relief.

and our directors deny any wrongdoing or liability with respect to the allegations and claims asserted, or which could have been

asserted, in the Stockholder Actions , as we believe

the disclosures set forth in the Form S-4 complied fully with applicable law .

Nevertheless,

in order to avoid nuisance, potential expense and delay, and to provide additional information to the our stockholders,

we determined to voluntarily supplement the Form S-4 with further disclosures (the “Supplemental Disclosures”) on

Form 8-K, which we filed with the SEC on February 26, 2021.

These Supplemental Disclosures discussed, inter alia , (1) certain

details regarding any projections or forecasts we or Brooklyn may have made, and the analyses performed by our financial advisor,

Newbridge Securities Corporation;

and (2) information regarding whether or not we entered into any confidentiality agreements

with standstill and/or “don’t ask, don’t waive”

We believe that as a consequence of the issuance

of the Supplemental Disclosures all claims asserted in the Stockholder Actions have been rendered moot, and have requested that

all plaintiffs in the Stockholder Actions dismiss their claims voluntarily (or immediately inform us if they are not willing to

Since the issuance of the Supplemental Disclosures, the plaintiffs in Henson , Chinta , Monsour , Amanfo ,

Carlson and Nicosia have voluntarily dismissed their cases.

We expect the plaintiffs in the other Stockholder Actions

to do the same.

On March 2, 2021, the court in Haas issued an order to show cause why the case should not be dismissed

for failure to prosecute.

Plaintiffs in the Stockholder Actions reserve the right to seek payment by us to their attorneys of

a “mootness fee”

in an amount yet to be determined in connection with the issuance of the Supplemental Disclosures.

March 5, 2021, we and our directors were named as defendants in a putative class action brought by a purported stockholder in

the Court of Chancery of the State of Delaware, entitled Carlson v.

NTN Buzztime, Inc ., Case No.

2021-0193- (Del.

The action asserts claims for violations of Section 211(c) of the Delaware General Corporation Law and our bylaws

(and a concomitant breach of fiduciary duty), alleging that we failed to conduct an annual meeting of stockholders within thirteen

months of the previous annual meeting of stockholders, which took place on June 7, 2019.

Plaintiff is requesting certification

of a class, declaratory relief, injunctive relief to compel an annual meeting of stockholders, and fees and costs.

The complaint

does not yet appear to have been served upon any of the defendants.

We expect this action will be rendered moot upon our

holding of our special meeting of stockholders on March 15, 2021.

Mine Safety Disclosures

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-K

Item 3. Legal Proceedings