STOCKHOLDERS' DEFICIT

3 Months Ended

Mar. 31, 2021

NOTE 14

STOCKHOLDERS’ DEFICIT

On March 25, 2021, immediately prior to the merger, the Company filed an amendment to the Certificate of Incorporation with the Secretary of State of the State of Delaware to effect a reverse stock split. As a result of the reverse stock split, the number of issued and outstanding shares of common stock immediately prior to the reverse stock split was reduced into a smaller number of shares, such that every two shares of common stock held by a stockholder of the Company immediately prior to the reverse stock split were combined and reclassified into one share of common stock after the reverse stock split.

Immediately following the reverse stock split there were approximately 1,514,373 shares of common stock outstanding prior to the merger. No fractional shares were issued in connection with the reverse stock split.

Under the terms of the Merger Agreement, the Company issued shares of common stock to the holders of common units. The 86,667 Class A units have been converted into 22,274,718 shares of common stock, the 15,000,000 Class B units have been converted into 2,514,714 shares of common stock, the 10,000,000 Class C units have been converted in to 1,676,308, common units have been converted to 629,643 shares of common stock, and 10,500,000 rights options have been converted to 11,828,575.

On March 25, 2021, pursuant to the Merger Agreement (see Note 1), 1,514,373 shares of common stock were issued for the acquisition of NTN (see Note 4), with a fair value of approximately $8,177,614 or $5.40 per share.

On March 25, 2021, pursuant to the Merger Agreement, 1,067,879 shares of common stock were issued to the Company’s financial advisors (See Note 1).