UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to
Section 14(a)

of the Securities Exchange Act of 1934

Filed by the Registrant [X]

Filed by a party other than the Registrant [  ]

Check the appropriate box:

NTN Buzztime,

Brooklyn ImmunoTherapeutics, Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

140 58th Street

GENERAL ANNUALMEETING INFORMATIONJuly  , 2021

GeneralDear Stockholder:

NTN Buzztime,It is my pleasure to invite you to attend the Annual Meeting of Stockholders of Brooklyn ImmunoTherapeutics, Inc. (“NTN Buzztime,” “we,” “us,” “our” or the “Company”) has prepared these materials for useto be held on August 20, 2021, at its 2017 annual meeting of stockholders and any adjournment or postponement thereof (the “Annual Meeting”). The9 a.m., Eastern time. This year’s Annual Meeting will be a completely virtual meeting, which will be“virtual meeting” conducted via live webcast. This will beaudio webcast, consistent with our second year hosting a virtual meeting. We are excitedprior practice and with prudent planning in light of the public health risks attributable to embrace the latest technology to provide expanded access, improved communication and cost savings for our stockholders andCOVID-19 (Coronavirus) pandemic. Each holder of common stock as of 5 p.m., Eastern time, on the Company. As we experienced last year, hosting a virtual meeting enables increased stockholder attendance and participation from any location around the world.

The Annual Meeting is scheduled to begin at 9:00 a.m. Pacific Time, onrecord date of June 8, 2017. As discussed in more detail below, you21, 2021, will be able to attendjoin the Annual Meeting online, submit your questions duringby accessing a live webcast at virtualshareholdermeeting.com/BTX2021 and entering the meeting and vote during the meeting by visiting www.virtualshareholdermeeting.com/NTN2017. You are invited to attend the Annual Meeting to votecontrol number included on the proposals described in this Proxy Statement. However, you do not need to attend the Annual Meeting to vote your shares. Instead, you may simply follow the instructions below to vote via the Internet, by telephone or by mail.

The proxy materials were first sent or made available to stockholders on or about April 28, 2017. The Company is soliciting proxies for use at the Annual Meeting. The mailing address of our principal executive offices is 2231 Rutherford Road, Suite 200, Carlsbad, California 92008.

stockholder’s Notice of Internet Availability of Proxy Materials or proxy card. Stockholders will also be able to vote their shares and submit questions via the Internet during the meeting by participating in the webcast.

In accordance with rulesDuring the Annual Meeting, stockholders will be asked to elect the entire board of directors, to ratify the filing and effectiveness of the Securitiescertificate of amendment to our restated certificate of incorporation filed with the Delaware Secretary of State on March 25, 2021 with respect to the increase in the number of authorized shares of common stock from 15,000,000 to 100,000,000 shares, and Exchange Commission (“SEC”),to approve our Restated 2020 Stock Incentive Plan. These matters are important, and we useurge you to vote in favor of the Internet aselection of each of the primary meansdirector nominees, the ratification of the filing and effectiveness of the charter amendment to increase the number of authorized shares of common stock, and the approval of the Restated 2020 Stock Incentive Plan.

We are furnishing proxy materials to our stockholders. Accordingly, unless a stockholder previously electedstockholders over the Internet. This process expedites the delivery of proxy materials to receive printed copiesour stockholders, lowers our costs and reduces the environmental impact of the proxy materials,Annual Meeting. Today we are sending to each of our stockholders a Notice of Internet Availability of Proxy Materials (the “Notice”) has been sent to stockholders instead of mailing printed copies. The Notice providescontaining instructions on how to access the proxy materials via the Internet and how to request a printed set of the proxy materials at no charge. In addition, stockholders can elect to receive future proxy materials electronically by email or in printed form by mail, and any such election will remain in effect until terminated by the stockholder. We encourage all stockholders to take advantage of the availability of the proxy materials on the Internet to help reduce the cost and environmental impact of our annual meetings.

Attending and Participating in the Virtual Annual Meeting

Only stockholders of record at the close of business on April 11, 2017, the record dateProxy Statement for the Annual Meeting and those who hold a validour 2020 Annual Report to Stockholders, as well as how to vote via proxy either by telephone or over the Internet.

It is important that you vote your shares of common stock virtually or by proxy, regardless of the number of shares you own. You will find the instructions for voting on their behalf, will be entitledyour Notice of Internet Availability of Proxy Materials or proxy card. We appreciate your prompt attention.

Thank you for your support, and we look forward to attend and votejoining you at the Annual Meeting. We expect

Sincerely,

Howard J. Federoff

Chief Executive Officer and President

NOTICE OF 2021 ANNUAL MEETING OF STOCKHOLDERS

140 58th Street Building A Suite 2100 Brooklyn, New York 11220

Proxy Statement dated July  , 2021

2021 Annual Meeting of Stockholders

Brooklyn ImmunoTherapeutics, Inc., a Delaware corporation, is furnishing this Proxy Statement and related proxy materials in connection with the solicitation by its board of directors of proxies to be voted at its 2021 Annual Meeting of Stockholders and any adjournments thereof. Brooklyn ImmunoTherapeutics, Inc. is providing these materials to holders of record of its common stock, $0.005 par value per share, as of 5 p.m., Eastern time, either on the record date of June 21, 2021 or on March 25, 2021 and is first mailing the materials on or about July    , 2021.

Your vote is important.

Please see the detailed information that follows in the Proxy Statement.

Contents

Election of Directors

We are asking stockholders to elect the following five director nominees, each of whom currently serves as a member of the board of directors. The following presents information as of June 21, 2021 with respect to each director nominee:

Director

Experience/

Independent

Committee

Name

Age

Since

Recent Occupations

Qualifications

Yes

No

Memberships

Charles Cherington

57

March 2021

Ara Partners: Co-founder and managing partner since 2017 Intervale Capital: Co-founder and managing partner, 2006 to 2017

·  Finance ·  Leadership ·  Industry

ü

· Audit · Compensation · Nominating and Corporate Governance

Howard J. Federoff

68

April 2021

Brooklyn ImmunoTherapeutics, Inc.: Chief Executive Officer and President since April 2021 Aspen Neuroscience, Inc.: Senior Adviser, January to April 2021, and Chief Executive Officer, August 2019 to December 2020 University of California, Irvine, School of Medicine: Professor of Neurology, 2015 to April 2021 University of California, Irvine Health System: Vice Chancellor for Health Affairs and Chief Executive Officer, 2015 to February 2018

·  Industry ·  Education ·  Innovation

ü

Luba Greenwood

42

March 2021

Binney Street Capital, LLC (venture capital fund formed by Dana-Farber Cancer Institute): Managing partner since December 2020 Dana-Farber Cancer Institute: Senior advisor to chief executive officer, April 2019 to December 2020 Brooklyn ImmunoTherapeutics LLC: Consultant, October 2018 to February 2021 Verily Life Sciences LLC (research subsidiary of Alphabet Inc.): Head of strategic business development and corporate ventures, February 2018 to July 2019 F. Hoffmann-La Roche Ltd.: Vice president of global business development and mergers & acquisitions and head of Roche Diagnostics Innovation Center, East Coast, 2015 to February 2018

·  Industry ·  Leadership ·  Innovation

ü

Dennis H. Langer

69

May 2021

Director of several public and private pharmaceutical, biotechnology and diagnostic companies

·  Industry ·  Governance ·  Education

ü

· Audit (Chair) · Compensation (Chair)

Erich Mohr

66

May 2021

MedGenesis Therapeutix Inc.: Chair and chief executive officer since 2006 Oak Bay Biosciences Inc.: Chair since November 2020

·  Industry ·  Leadership ·  Innovation

ü

· Audit · Nominating and Corporate Governance (Chair)

Board Representation

DIVERSITY One of our five director nominees voluntarily self-identifies as having a diverse identity (gender or race).		INDEPENDENCE Four of our five director nominees qualify as independent under regulations of the Securities and Exchange Commission and the NYSE American LLC Company Guide.		TENURE The tenure of our director nominees emphasizes a fresh perspective as a result of the fundamental change in our business that resulted from our acquisition of Brooklyn Immuno-Therapeutics LLC in March 2021.

Board Governance Practices

Elections:		Classified Board	No
		Frequency of Director Elections	Annual
		Voting Standard	Plurality
		Resignation Policy	No
		Mandatory Retirement Age or Tenure	No
Chair:		Separate Chair of the Board and CEO	Yes
		Robust Responsibilities and Duties Assigned to Independent Chair	Yes
Meetings:		Independent Directors Meet Without Management Present	Yes
Director Status:		Directors Overboarded per ISS or Glass Lewis Voting Guidelines	None
		Standing Board Committee Membership Independence	100%
		Board Oversight of Company Strategy and Risk	Yes
		Shares Pledged by Directors	None
Shareholder Rights:		Cumulative Voting	No
		Proxy Access Bylaw	Yes

Ratification of Charter Amendment to Increase Authorized Common Stock

As the second proposal, we are asking stockholders to ratify an earlier amendment to our restated certificate of incorporation to increase the number of shares of authorized common stock from 15,000,000 shares to 100,000,000 shares, which we refer to as the Share Increase Amendment. The Share Increase Amendment was submitted for stockholder approval at a special meeting of stockholders held on March 15, 2021, or the Special Meeting, and was intended to be effected by the filing of the Share Increase Amendment with the Delaware Secretary of State on March 25, 2021.

In connection with the approval of the Share Increase Amendment at the Special Meeting, some shares of common stock held through a broker or nominee with respect to which the beneficial owner had not provided the broker or nominee with voting instructions may have been, in accordance with the rules of the NYSE American, voted by the broker or nominee, in its discretion, in favor of the approval of the Share Increase Amendment. Certain statements made in the proxy statement, prospectus and consent solicitation statement for the Special Meeting, however, stated that brokers and nominees would not have discretionary voting authority on the approval of the Share Increase Amendment. As a result of this inconsistency, the filing of the Share Increase Amendment and the resulting increase in the number of authorized shares of common stock may be void or voidable under the Delaware General Corporation Law, or the DGCL, due to a failure of proper authorization.

In order to eliminate any uncertainty regarding the validity or effectiveness of the Share Increase Amendment, the board of directors, pursuant to Section 204 of the DGCL and the common law, has approved the ratification of the Share Increase Amendment and is submitting Proposal 2 for stockholder approval of that ratification. This proxy statement and the attached notice (including the resolutions adopted by the board attached as Appendix A hereto and the text of Sections 204 and 205 of the DGCL attached as Appendix B) constitute the notice required to be given to stockholders under Section 204 of the DGCL in connection with the ratification of the Share Increase Amendment.

Approval of Restated 2020 Stock Incentive Plan

The board directors has approved the amendment, subject to stockholder approval, of the restatement of our 2020 Stock Incentive Plan to, among other things, (a) increase the number of shares of common stock reserved for grant by 5,116,132 from 3,368,804 to 8,484,936 and that would continue to allow up to all of the shares reserved under the plan to be granted as incentive stock options and (b) implement an annual increase in the number of shares reserved for grant on January 1 of each year from 2022 through 2031 equal to the lesser of (i) 5% of the number of shares of common stock outstanding on the immediately preceding December 31 and (ii) such smaller number of shares of common stock as may be determined by the board. Please see the complete Restated 2020 Stock Incentive Plan attached hereto as Appendix C. No other provisions of the plan are proposed to be amended. The following table recaps key provisions of the plan, after giving effect to the proposed amendment.

Key Amended Plan Provision	Summary Description
Shares reserved	The sum of (a) 8,484,936 shares and (b) an annual increase on January 1 of each year beginning in 2022 and ending in (and including) 2031 equal to the lesser of (i) 5% of the shares of Common Stock outstanding (on an as‑converted basis) on December 31 of the immediately preceding year and (ii) such smaller number of shares of Common Stock as may be determined by the board.
Multiple award types	Various types of awards may be granted as compensation tools to motivate our workforce, including incentive stock options, non-qualified stock options, stock appreciation rights, restricted stock units, restricted stock awards, and other types of share and cash-based awards.
Maximum award terms	Awards may have terms of up to 10 years.
No repricing	Awards may not be repriced without stockholder approval.
No transferability	Awards generally may not be transferred, except by will or laws of descent and distribution.

As of June 18, 2021, a total of 3,368,804 shares of common stock remained available for grant under the 2020 Stock Incentive Plan. On May 20, 2021, the board also approved the Company’s 2021 Inducement Stock Incentive Plan pursuant to which we may grant nonstatutory stock options, stock appreciation rights, restricted stock, restricted stock units and other stock-based awards (but not including incentive stock options) as inducement awards in accordance with the employment inducement grant rules set forth in Section 711(a) of the NYSE American LLC Company Guide for an aggregate of 1,500,000 shares of common stock, all of which remain available for grant.

5

Questions and Answers About the Annual Meeting

Online check-in to the Annual Meeting webcast will begin at 8:45 a.m., Eastern time, on August 20, 2021. We encourage you to allow ample time to log in to the meeting webcast and test your computer audio system.

These materials were first mailed or made available to stockholders on or about July  , 2021.

If you request, in accordance with the instructions provided in the Notice of Internet Availability, a printed set of proxy materials, you will receive by mail, at no charge, printed copies of the 2020 Annual Report, this Proxy Statement, a proxy card for the Annual Meeting and a postage-paid, pre-addressed envelope to be used to return the completed proxy card. Your proxy card will include a control number for use in accessing the Annual Meeting webcast. If, in accordance with the instructions provided in the Notice of Internet Availability, you request that a set of proxy materials be emailed to you, you will receive by email, at no charge, electronic copies of the 2020 Annual Report and this Proxy Statement.

Because it is important that as many stockholders as possible be represented at the Annual Meeting. There were approximately 2,483,892 sharesMeeting, the board of our common stock outstanding as ofdirectors is asking that you review this Proxy Statement carefully and then vote by following the close of businessinstructions set forth on the record date.Notice of Internet Availability or proxy card. In voting prior to the Annual Meeting, you will deliver your proxy to the proxy holders, which means you will authorize the proxy holders to vote your shares at the Annual Meeting in the way you instruct. The proxy holders consist of Howard Federoff and Charles Cherington. All shares represented by valid proxies will be voted in accordance with the stockholder’s specific instructions.

Q:	What matters will the stockholders vote on at the Annual Meeting?

A:	Proposal		Election of the following five director nominees:
			·	Charles Cherington	·	Howard J. Federoff	·	Luba Greenwood
			·	Dennis H. Langer	·	Erich Mohr
	Proposal		Ratification of a charter amendment to increase the number of authorized common stock.
	Proposal		Approval of Restated 2020 Stock Incentive Plan.

Under

A:

As of 5 p.m., Eastern time, on June 21, 2021, the record date, there were outstanding a total of       shares, each of which will be entitled to one vote on each proposal. However, to eliminate uncertainty regarding the validity or effectiveness of the certificate of amendment to our restated certificate of incorporation filed with the Delaware Secretary of State on March 25, 2021, which was intended to increase the number of shares of authorized common stock from 15,000,000 to 100,000,000, and to determine whether each proposal has been adopted at the Annual Meeting, we will instruct the inspector of elections to provide a report that subtracts from the votes cast in favor of each proposal, and that treats as not having been outstanding and entitled to vote for purposes of each proposal, the number of shares cast in excess of 15,000,000. We refer to such shares of common stock as putative stock because the board of directors cannot determine with certainty that such shares are valid. For more information, please see “Proposal 2-Ratification of Charter Amendment to Increase Authorized Common Stock.” Holders of record of shares of common stock as of March 25, 2021 are entitled to receive notice of the Annual Meeting, but are not entitled to vote those shares on any proposal considered at the Annual Meeting unless they were also holders of the shares as of the record date of June 21, 2021.

For the purpose of incorporation,determining a quorum, we will treat as present at the holders of our Series A convertible preferred stock (“Series A stock”) do not haveAnnual Meeting any voting rights. However, under Delaware law, the holders of the outstandingproxies that represent shares of a class are entitled to vote as a class upon a proposed amendment, whether or not entitled to vote thereon by the certificate of incorporation, if, among other things, the amendment would decrease the aggregate number of authorized shares of such class. As such, the holders of our Series A stock, which are the only shares of our preferred stock outstanding, are entitled to vote on Proposal 4 as a class. Each share of our Series A stock is entitled to one vote on Proposal 4. Only holders of record of our Series A stockany matter at the close of business on the record date, April 11, 2017, are entitled to notice of and to vote on Proposal 4 at the Annual Meeting. There were 156,112 shares of our Series A stock outstanding as of the close of business on the record date.

How to Vote

Stockholders of Record.If you are a stockholder of record of shares of our stock, there are four ways to vote:meeting.

If you hold shares in street name, you may have your shares voted by following the voting instructions provided by your bank, broker or other nominee. In general, you may submit a proxy prior to the Annual Meeting as follows:

For your information, submitting your voting instructions via the Internet is the least expensive to Brooklyn ImmunoTherapeutics, followed by submitting a proxy by dialing 1.800.690.6903. Use any touch-tone telephone, with mailing a proxy being the most expensive.

We will be able to engage with all stockholders as opposed to just those who can afford to travel to an in-person meeting. The virtual format allows stockholders to submit questions and comments during the meeting. We are utilizing technology from Broadridge, a leading virtual meeting solution. The Broadridge platform is expected to accommodate most, if not all, stockholders. Both we and Broadridge will test the platform technology before going “live” for the Annual Meeting.

The proxy holders identified in the proxy card will vote all shares of our stock represented by a properly completed and executed proxy received in time for the Annual Meeting in accordance with the stockholder’s instructions. If you submit your executed proxy but do not fill out the voting instructions on the proxy card, the shares represented by your proxy will be voted in favor of Proposals 1 through 4. If any other matter is properly presented at the Annual Meeting, the proxy holders will vote shares represented by a proxy submitted by a stockholder in accordance with the recommendation of our board of directors.

Beneficial Owners of Shares Held in Street Name.If you are a beneficial owner of shares of our stock held in street name, you may vote:should contact your bank, broker or other nominee for instructions as to whether, and how, you can change or revoke your proxy.

What happens if I do not vote?

Stockholders of Record.If you are a stockholder of record and do not vote by telephone, through the Internet, by completing a proxy card or online during the Annual Meeting, your shares will not be voted.

Beneficial Owners of Shares Held in Street Name.If you are a beneficial owner of shares held in street name and if you do not submitprovide specific voting instructions to the brokerage firm,broker, bank dealer or other similar organization that holdsis the stockholder of record of your shares, thatthe organization generally may generally vote your shares in its discretion on proposals designated as “routine” underroutine, but not non-routine, matters. The only routine matter expected to be voted on at the rulesAnnual Meeting is the ratification of the New York Stock Exchange (“NYSE”) but that organization cannot vote on “non-routine” proposals.charter amendment to increase the number of shares of authorized common stock (Proposal 2). If the organization that holds your shares does not receive instructions from you on how to vote your shares on a non-routine proposal, that organization will inform the inspector of election that it does not have the authority to vote on that proposal with respect to your shares. This is generally referred to as a “broker non-vote.”

ProposalProposals 1 (the election of directors) is considered a non-routine proposal under NYSE rules. All other proposals described in this Proxy Statement are considered routine proposals under NYSE rules. Accordingly, if you holdor 3, your shares in street namewill be subject to a broker non-vote and you do not submit voting instructions to the brokerage firm, bank, dealer or other similar organization that holds your shares, that organization may exercise its discretion tono vote your shareswill be cast on Proposals 2, 3 and 4, but will not be permitted to vote your shares on Proposal 1.

Revocability of Proxies

those matters. See “

Stockholders of Record.If you areQ. What does it mean for a stockholder of record, you may revoke your proxy instructions at any time before your shares have been voted by:

Any written notice of revocation or later-dated proxy card should be delivered to the address below so that it is received by our Secretary by the close of business on June 7, 2017.

NTN Buzztime, Inc.
Attention: Secretary
2231 Rutherford Road, Suite 200
Carlsbad, California 92008

Beneficial Owners of Shares Held in Street Name.If your shares are held in street name, you must follow the instructions of your broker bank or other nominee to revoke your voting instructions.hold shares in ‘street name’?” above.”

Vote Required for Election or Approval

QuorumIntroduction

The presence, in person (including by remote communication via the webcast of the Annual Meeting) or by proxy, of the holders of a majority of the shares of our common stock entitled to vote at the Annual Meeting will constitute a quorum. In addition, and solely with respect to the separate vote by the Series A stock with respect to Proposal 4, a majority of theOur only voting securities are outstanding shares of Series A stock, present in person (including by remote communication via the webcastcommon stock. As of the Annual Meeting) or represented by proxy, shall constitute a quorum entitled to take action with respect to the voterecord date, which is 5 p.m., Eastern time, on that matter. Abstentions will be counted as present for purposes of determining the presence of a quorum. If you submit a properly executed proxy via the Internet or by telephone or by mail, regardless of whether you abstain from voting on one or more proposals, your shares will be counted as present at the Annual Meeting for the purpose of determining a quorum. Broker non-votes will also be counted as present for the purpose of determining the presence of a quorum at the Annual Meeting. The inspector of election will determine whether a quorum is present and will tabulate the votes cast at the Annual Meeting.

Solicitation

We will bear the cost of soliciting proxies. This Proxy Statement and the accompanying proxy solicitation materials, in addition to being mailed directly to stockholders, will be distributed through brokers, custodians and other nominees to beneficial owners of shares of our stock. We may reimburse such parties for their reasonable expenses in forwarding solicitation materials to beneficial owners. We do not expect these costs to be significant. Our directors, officers and employees may follow up the mailing to stockholders by telephone, e-mail or personal solicitations, but no special or additional compensation will be paid to those directors, officers or employees for doing so.

PROPOSAL 1
ELECTION OF DIRECTORS

Nominees for Election

Our bylaws provide that the number of directors constituting the whole board of directors shall be determined by our board of directors from time to time. The number of directors as determined by our board of directors is currently six, and our board of directors currently consists of six members. Our restated certificate of incorporation provides for the annual election of all of our directors. Vacancies on our board of directors (including vacancies created by an increase in the authorized number of directors) may be filled solely by our board of directors. A director appointed by our board of directors to fill a vacancy resulting from the death, resignation, disqualification or removal of a director would hold office for the remainder of the full term of the director whose death, resignation, disqualification or removal created such vacancy, and a director appointed by our board of directors to fill a vacancy resulting from an increase in the authorized number of directors would hold office until the next annual meeting of stockholders and, in each case, until such director’s successor is elected and qualified.

Based upon the recommendation of our nominating and corporate governance/compensation committee, our board of directors has selected the nominees identified in the table below for election as directors at the Annual Meeting. Each such nominee is currently serving on our board of directors and each has indicated a willingness to continue to serve as a director if elected. If any of them should decline or be unable to serve as a director, however, the proxy holders will vote for the election of another person as our board of directors recommends. If elected, nominees will hold office until our 2018 annual meeting of stockholders and until their respective successors are duly elected and qualified. Proxies may not be voted for a greater number of persons than the number of nominees named herein.

Jeff Berg has served on our board of directors since August 2008 and as chairman of our board of directors since November 2008. From July 2012 until September 2014, he served as our chief executive officer. Mr. Berg has served as chief executive officer of Surfline/Wavetrack Inc., a digital media business, since May 2015, and as chairman of its board of directors since 2001. Mr. Berg is a private investor currently serving as the managing member of the General Partner of Matador Capital Partners, LP, an investment partnership that he founded in 2007. He was also the lead director of Swell Commerce, Inc., a direct marketer of surf apparel and accessories, a company that he co-founded in 1999, until it was sold in December 2009 to Billabong International. From July 2000 to April 2001, Mr. Berg served as interim chief executive officer of Swell. He was also founder and sole stockholder of Airborne Media LLC, a specialty media company that he founded in 2006, which operates web sites and publishes magazines and other niche-market print products, and sold the majority of its assets in 2009. Between 1995 and 2000, Mr. Berg was chairman of the board of directors of AccentHealth, a provider of segmented, patient education-oriented TV programming to medical waiting rooms. Mr. Berg has over 20 years of experience as a professional investor. From 1994 to 2006, he served as the chief investment officer of Matador Capital Management, and prior to that time, he worked for nine years at Raymond James Financial as a securities analyst. Mr. Berg holds a B.S. in Business Administration from the University of Florida. Mr. Berg was chosen to serve on our board of directors because of his experience with out-of-home and digital media, as well as Mr. Berg being a significant stockholder of our Company.

Ram Krishnan was appointed as our chief executive officer and to our board of directors in September 2014. From November 2011 until March 2014, Mr. Krishnan served as senior vice president of Active Network, a cloud-based activity and participant management solutions provider. From May 2008 to November 2011, Mr. Krishnan served as the global vice president and general manager of GE Healthcare. Mr. Krishnan was chosen to serve on our board of directors because of our boards’ belief that our chief executive officer should serve on our board of directors, as well as Mr. Krishnan’s substantial business development experience, leadership skills and extensive experience in transitioning businesses through changing market and business conditions.

Mary Beth Lewis has served on our board of directors since February 2009. Ms. Lewis is currently a senior instructor of marketing in the Leeds School of Business at the University of Colorado Boulder, a position she’s held since January 2014. From August 2009 to December 2013 and also from August 2006 to May 2007, she served as an accounting instructor in the College of Business at Colorado State University. From August 2007 to January 2009, Ms. Lewis served as chief financial officer of Fresh Produce Sportswear, Inc., a women’s apparel company. From October 2001 to April 2005, Ms. Lewis served as chief financial officer of Noodles & Company, a restaurant chain. From September 1992 to July 2001, she served as chief financial officer of Wild Oats Markets, Inc., a national natural foods grocery store chain. From 2005 to 2015, Ms. Lewis served on the board of directors for eBags, Inc., an online retailer of bags and accessories, where she also served as the chairman of its audit committee. Ms. Lewis holds two undergraduate degrees from West Virginia University: a B.A. in Psychology and a B.S. in Speech Pathology and Audiology. Ms. Lewis also holds an MBA in Accounting and Finance from the University of Pittsburgh. Ms. Lewis was chosen to serve on our board of directors because of her financial and corporate governance expertise and her prior experience as a chief financial officer.

Steve Mitgang has served on our board of directors since August 2010. Since June 2012, Mr. Mitgang has been serving as chief executive officer of SmartDrive Systems, a company that provides driving intelligence solutions that improve safety, reduce collisions and improve fuel efficiency, and he also has served on SmartDrive’s board of directors since June 2012. From February 2011 until December 2013, he served on the board of directors of MapMyFitness, Inc., an online business featuring fitness-oriented social networks and training applications. From 2007 to 2009, Mr. Mitgang was the president and chief executive officer of Veoh Networks, an Internet television company. Prior to his tenure at Veoh Networks, Mr. Mitgang worked at Yahoo! from 2003 to 2007. Mr. Mitgang joined Yahoo! after its acquisition of Overture Services, where he was the head of the performance marketing group. From 2001 to 2003, Mr. Mitgang was president and chief executive officer of Keylime Software, a web analytics company that was acquired by Overture Services during Mr. Mitgang’s leadership. Mr. Mitgang holds a degree in Architecture from the University of California, Berkeley. Mr. Mitgang was chosen to serve on our board of directors because of his extensive experience in business development, marketing and advertising within the digital media and technology industries.

Tony Uphoff has served on our board of directors since March 2013. Since January 2017, Mr. Uphoff has served as chief executive officer of Thomas Publishing Company. From January 2013 until June 2016, Mr. Uphoff served as chief executive officer of Business.com Media, Inc., an online B2B solutions company. From September 2006 until June 2012, Mr. Uphoff served as chief executive officer of UBM TechWeb, a provider of digital media, live event and marketing services. Prior to UBM TechWeb, Mr. Uphoff was the founder and chief executive officer of Beliefnet.com, president of VNU Media’s Entertainment Group and publisher of The Hollywood Reporter and InformationWeek. Mr. Uphoff was chosen to serve on our board of directors because of his extensive business, marketing and media industry experience

Paul Yanoverhas served on our board of directors since July 2012. Mr. Yanover currently serves as president of Fandango, LLC, a position he has held since October 2012. From February 2011 to September 2012 he served as president of Lookout Interactive Media, a consulting practice focused on strategy, product development, marketing and monetization for digital media, technology and entertainment companies. From June 2006 to January 2011, Mr. Yanover served as executive vice president and managing director of Disney Online. From December 2001 to June 2006 he was senior vice president in charge of Disney’s Parks and Resorts Online and was a founding executive of the Buena Vista Game Entertainment Studio, a startup within Disney. From July 1999 to December 2001, Mr. Yanover was co-founder and chief executive officer of Ceiva Logic, a consumer electronics company. Since June 2011, Mr. Yanover has served on the board of directors of Clarity Media Group, LLC, a media company. Mr. Yanover holds a double honors Bachelor of Science degree in computer science and economics from the University of Western Ontario, and a Master of Computer Science from the University of Southern California. Mr. Yanover was chosen to serve on our board of directors because of his extensive experience in developing and monetizing digital media, marketing and game environments.

PROPOSAL 2
RATIFICATION OF THE APPOINTMENT OF
THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The audit committee of our board of directors has appointed Squar Milner LLP as our independent registered public accounting firm for the year ending December 31, 2017. Squar Milner has served as our independent registered public accounting firm since December 2013. Our bylaws do not require that our stockholders ratify the appointment of Squar Milner as our independent registered public accounting firm. However, we are submitting the appointment of Squar Milner to our stockholders for ratification as a matter of good corporate practice. If our stockholders do not ratify the appointment, the audit committee will reconsider whether or not to retain Squar Milner. Even if the appointment is ratified, the audit committee in its discretion may change the appointment at any time during the year if it determines that such a change would be in the best interests of the Company and our stockholders.

Representatives of Squar Milner are expected to be present at the Annual Meeting. They will be given an opportunity to make a statement if they desire to do so and are expected to be available to respond to appropriate questions from stockholders present at the Annual Meeting.

PROPOSAL 3
Amendment to OUR Restated
Certificate of Incorporation to decrease the number
of Authorized shares ofCOMMONstock from 168,000,000 to 15,000,000

Our board of directors has adopted a proposed amendment to our restated certificate of incorporation to decrease the number of authorized21, 2021, there were outstanding              shares of common stock, from 168,000,000 to 15,000,000. We refer to this proposed amendment as the “proposed common stock amendment.” Our board of directors has declared the proposed common stock amendment advisable and recommends that our stockholders vote in favor of it.

Background and Purpose of the Amendment

On June 16, 2016, we effected a reverse split of our outstanding common stock at an exchange ratio of 1-for-100 and, then, immediately following such reverse split, a forward split of our outstanding common stock at a ratio of 2-for-1. We refer to the reverse split and to the forward split, together, as the “reverse/forward split.” The reverse/forward split reduced our issued and outstanding common stock from 92,439,174 shares to 1,848,597 shares. The reverse/forward split did not, however, have any effect on the total number of authorized shares of common stock. Accordingly, as of April 11, 2017, we had 168,000,000 authorized shares of common stock,each of which 2,483,892 shares were issued and outstanding. Aswill be entitled to one vote on each proposal, resulting in a total of          April 11, 2017, our boardvotes capable of directors has also reserved out of our authorized shares of our common stock: 297,401 shares that are issuable upon the exercise of outstanding stock options and warrants; 11,231 shares that are issuable upon the conversion or exchange of outstanding securities convertible into or exchangeable for shares of common stock; and 106,168 shares for future issuance under our current equity incentive plans.being cast on each proposal.

As a resultdescribed under “Proposal 2 - Ratification of the reverse/forward split, we now need fewer authorized shares of common stockCharter Amendment to meet our anticipated capital stock needs for capital-raising transactions, issuance of equity-based compensation and, to the extent opportunities may arise in the future, strategic transactions that may involve our issuance of stock-based consideration. Since the date of the reverse/forward split, we have issued 635,295 shares of our common stock.

We are incorporated in the State of Delaware, and as a Delaware corporation, we are required to pay an annual franchise tax to the State of Delaware. The primary reason our board of directors adopted the proposed common stock amendment is to reduce the amount of that annual franchise tax, while still maintaining a sufficient number of authorized shares to permit us to issue shares when and as our board of directors determines doing so is in the best interest of our company and our stockholders, such as in connection with possible future financings, acquisitions, stock dividends and other corporate purposes. The amount of the annual franchise tax we are required to pay is determined, in part, by the total number of our authorized shares of stock. Therefore, the amount of this tax will decrease if we reduce the number of authorized shares (unless before and after such reduction, we are subject to the maximum tax amount, currently $180,000). While the exact amount of savings we may realize will depend on several factors, and will likely change year to year, based on the way the franchise tax amount is determined under current law, we estimate we would save approximately (i) $108,000 per year if only the proposed common stock amendment is effected and (ii) $134,000 per year if both the proposed common stock amendment and proposed preferred stock amendment are effected. Under Delaware law, however, if an amendment changing the number of shares of authorized stock is filed during the year, the franchise tax amount for that year will be prorated for each portion of the year during which each distinct authorized amount of stock was in effect. Accordingly, based on the way the franchise tax amount is determined under current law, we estimate that for 2017 we would save approximately (i) $61,000 if only the proposed common stock amendment is effected and (ii) $76,000 if both the proposed common stock amendment and proposed preferred stock amendment are effected.

Effects of the Amendment

If the proposed common stock amendment is effected, the number of authorized shares of our common stock will be decreased from 168,000,000 to 15,000,000. The proposed common stock amendment will not change the par value of the shares of our common stock, affect the number of shares of our common stock that are outstanding, affect the rights or privileges of holders of shares of our common stock, or have any effect on any outstanding securities, including outstanding equity awards, that are exercisable, convertible or exchangeable for shares of our common stock.

If the proposed common stock amendment is effected it could also have adverse effects on us. The number of shares of common stock that would be authorized but not issued or outstanding would decrease. Due to such decrease, our board of directors will have less latitude to issue shares of our common stock, including when our board of directors determines doing so is in the best interest of our company and our stockholders, such as in connection with possible future financings, acquisitions, stock dividends and other corporate purposes. If our board determines that it would be in our best interest to issue a number of shares of common stock in excess of the number of shares then authorized but unissued and unreserved, we would be required to seek stockholder approval to increase the number of authorized shares. If our stockholders do not approve such an increase in a timely manner or at all, weIncrease Authorized Common Stock,” there may be unable to take advantage of oneuncertainty regarding the validity or more opportunities that might otherwise be advantageous to our company and our stockholders. However, our board of directors believes that these risks are outweighed by the anticipated benefits of reducing the amount of our Delaware franchise tax.

Certificate of Amendment

A formeffectiveness of the certificate of amendment to our restated certificate of incorporation that would be filed with the Delaware Secretary of State on March 25, 2021, or the Share Increase Amendment, which was intended to increase the number of shares of authorized common stock from 15,000,000 to 100,000,000. To eliminate that uncertainty, and to determine whether each proposal has been adopted at the Annual Meeting, we will instruct the inspector of elections to provide a report that subtracts from the votes cast in favor of each proposal, and that treats as not having been outstanding and entitled to vote for purposes of each proposal, shares cast in excess of 15,000,000. We refer to such shares of common stock as putative stock because the board of directors cannot determine with certainty that such shares are valid. Only stockholders of record on the record date are entitled to vote at the Annual Meeting or at any adjournment of the Annual Meeting.

Only stockholders of record as of the record date will be entitled to vote at the Annual Meeting. A quorum for the transaction of business at the Annual Meeting will be met if at least 7,500,001 shares of common stock are present virtually or represented by proxy, which number represents a majority of the total number of shares of common stock issued and outstanding other than shares of putative stock.

Election of Directors

Each director will be elected by a plurality of the votes cast on the matter. Broker non-votes will not have any effect on the outcome of the election of directors, since broker non-votes are not counted as “votes cast.” Similarly, votes to “withhold” will have no effect on the outcome of the proposal.

Under our certificate of incorporation, our bylaws and the Delaware General Corporation Law, a director holds office until a successor is elected and qualified or until his or her earlier resignation or removal. Each of the nominees currently serves as one of our directors.

Ratification of Charter Amendment to Increase Authorized Common Stock

The ratification of the amendment to our certificate of incorporation to effect an increase in the proposedauthorized number of shares of common stock amendmentmust be approved by the affirmative vote of the stockholders representing a majority of the outstanding voting power on the matter. Abstentions will count as votes against this proposal. Because this proposal is considered a routine matter, discretionary votes by brokers will be counted.

Approval of Restated 2020 Stock Incentive Plan

Approval of the Restated 2020 Stock Incentive Plan must be approved by the affirmative vote of the stockholders representing a majority of the votes cast on the matter. Abstentions and broker non-votes will not have any effect on the proposed amendmentoutcome of this proposal.

Corporate Governance

Recent Change in Control

On March 25, 2021, our wholly owned subsidiary BIT Merger Sub, Inc. merged with and into Brooklyn ImmunoTherapeutics LLC, or Brooklyn LLC, with Brooklyn LLC surviving as our wholly owned subsidiary. This transaction, which we refer to as the Merger, was completed in accordance with the terms of an agreement and plan of merger and reorganization dated August 12, 2020, or the Merger Agreement, among our company, BIT Merger Sub, Inc. and Brooklyn LLC.

In accordance with the Merger Agreement, on March 25, 2021 we filed amendments to our restated certificate of incorporation in order to decrease the number of authorized shares of preferred stock discussed in Proposal No. 4, which we refer to as the “proposed preferred stock amendment,” is set forth inAppendix A. If our stockholders approve the proposed common stock amendment or both the proposed common stock amendment and the proposed preferred stock amendment, we intend to file the certificate of amendment to our restated certificate of incorporation (with appropriate changes if our stockholders approve only the proposed common stock amendment) with the Delaware Secretary of State as soon as practicable following the annual meeting, and the amendment will be effective upon such filing. If our stockholders do not approve the proposed common stock amendment, we do not intend to file the certificate of amendment to our restated certificate of incorporation because, as discussed in Proposal No. 4, we do not expect any savings in 2017 or thereafter even if the proposed stock amendment were effected. However, if at any time prior to the effectiveness of the filing of amendment with the Delaware Secretary of State, our board of directors determines it would not be in the best interest of our company and our stockholders to file the amendment, in accordance with Delaware law and notwithstanding authorization of the proposed common stock amendment or the proposed preferred stock amendment or both by our stockholders, our board of directors may abandon the common stock amendment or the proposed preferred stock amendment or both without further action by our stockholders.effect:

PROPOSAL 4

Amendment to OUR Restated

CertificateUnder the terms of Incorporation to decrease the number

Merger Agreement, at the effective time of Authorized sharesthe Merger the members ofPREFERREDstock from 10,000,000 to 1,000,000

Our board Brooklyn LLC exchanged all of directors has adopted a proposed amendment to our restated certificatetheir equity interests in Brooklyn LLC for an aggregate of incorporation to decrease the number of authorized39,999,760 shares of preferred stock from 10,000,000 to 1,000,000. We refer to this proposed amendment as the “proposed preferred stock amendment.” Our board of directors has declared the proposed preferred stock amendment advisable and recommends that our stockholders vote in favor of it.

Background and Purpose of the Amendment

As of April 11, 2016, we had 10,000,000 authorized shares of preferredcommon stock, of which 156,1121,067,879 shares have been designated as Series A stock, and all of which were issued and outstanding. There are no outstanding securities that are exercisable, convertible or exchangeableas compensation to Maxim Group LLC for shares of our preferred stock.

We are incorporated in the State of Delaware, andits services as a Delaware corporation, we are requiredfinancial adviser to pay an annual franchise tax to the State of Delaware. The primary reason our board of directors adopted the proposed preferred stock amendment is to reduce the amount of that annual franchise tax, while still maintaining a sufficient number of authorized shares to permit us to issue shares when and as our board of directors determines doing so is in the best interest of our company and our stockholders, such asBrooklyn LLC in connection with possible future financings, acquisitions, and other corporate purposes.the Merger. The amountterms of the annual franchise tax we are required to pay is determined, in part, by the total numberexchange of our authorized shares of stock. Therefore, the amount of this tax will decrease if we reduce the number of authorized shares (unless before and after such reduction, we are subject to the maximum tax amount, currently $180,000). While the exact amount of savings we may realize will depend on several factors, and will likely change year to year, based on the way the franchise tax amount is determined under current law, we estimate we would save approximately $134,000 per year if both the proposedBrooklyn LLC equity interests for common stock amendment (discussed in Proposal 3) and proposed preferred stock amendment are effected. Under Delaware law, however, if an amendment changing the number of shares of authorized stock is filed during the year, the franchise tax amount for that year will be prorated for each portion of the year during which each distinct authorized amount of stock was in effect. Accordingly, based on the way the franchise tax amount iswere determined under current law, we estimate that for 2017 we would save approximately $76,000 if both the proposed common stock amendment and proposed preferred stock amendment are effected. Ifthrough our stockholders do not approve the proposed common stock amendment, we do not expect any savings in 2017 or thereafter even if the proposed stock amendment were effected.

Effects of the Amendment

If the proposed preferred stock amendment is effected, the number of authorized shares of our preferred stock will be decreased from 10,000,000 to 1,000,000. The proposed preferred stock amendment will not change the par value of the shares of our preferred stock, affect the number of shares of our preferred stock that are outstanding, or affect the rights or privileges of holders of shares of our preferred stock.

If the proposed preferred stock amendment is effected it could also have adverse effects on us. The number of shares of preferred stock that would be authorized but not issued or outstanding would decrease. Due to such decrease, our board of directors will have less latitude to issue shares of our preferred stock, including when our board of directors determines doing so is in the best interest of our company and our stockholders, such asarm’s-length negotiations with Brooklyn LLC in connection with possible future financings, acquisitions, stock dividends and other corporate purposes. If our board determines that it would be in our best interest to issue a number of shares of preferred stock in excessthe negotiation of the number of shares then authorized but unissued and unreserved, we would be required to seek stockholder approval to increase the number of authorized shares. If our stockholders do not approve such an increase in a timely manner or at all, we may be unable to take advantage of one or more opportunities that might otherwise be advantageous to our company and our stockholders. However, our board of directors believes that these risks are outweighed by the anticipated benefits of reducing the amount of our Delaware franchise tax.

Certificate of AmendmentMerger Agreement.

A form ofImmediately after the certificate of amendment to our restated certificate of incorporation that would be filed with the Delaware Secretary of State to effect the proposed common stock amendment and the proposed preferred stock amendment is set forth inAppendix A. If our stockholders approve the proposed common stock amendment or both the proposed common stock amendment and the proposed preferred stock amendment, we intend to file the certificate of amendment to our restated certificate of incorporation (with appropriate changes if our stockholders approve only the proposed common stock amendment) with the Delaware Secretary of State as soon as practicable following the annual meeting, and the amendment will be effective upon such filing. If our stockholders do not approve the proposed common stock amendment, we do not intend to file the certificate of amendment to our restated certificate of incorporation because, as discussed above, we do not expect any savings in 2017 or thereafter even if the proposed stock amendmentMerger, there were effected. However, if at any time prior to the effectiveness of the filing of amendment with the Delaware Secretary of State, our board of directors determines it would not be in the best interest of our company and our stockholders to file the amendment, in accordance with Delaware law and notwithstanding authorization of the proposed common stock amendment or the proposed preferred stock amendment or both by our stockholders, our board of directors may abandon the common stock amendment or the proposed preferred stock amendment or both without further action by our stockholders.outstanding:

The offering and sale of the shares of common stock to the former members of Brooklyn LLC were registered with the SEC on a Registration Statement on Form S-4 (Reg. No. 333-249249), as amended.

Pursuant to the terms of the Merger Agreement:

Messrs. Singer, Denny and Monovoukas resigned from the board effective as of April 16, 2021, May 1, 2021 and May 7, 2021, respectively.

BOARD OF DIRECTORS AND CORPORATE GOVERNANCEBoard of Directors Overview

Board of Directors

OurUnder our bylaws and the Delaware General Corporation Law, our business and affairs are managed by andor under the direction of our board of directors. During 2016, ourthe board of directors, which selectively delegates responsibilities to its standing committees.

The board has adopted and operates under Corporate Governance Guidelines that reflect our current governance practices in accordance with applicable statutory and regulatory requirements, including those of the SEC and the NYSE American LLC Company Guide. The Corporate Governance Guidelines are available on our website at https://investor.brooklynitx.com/overview/default.aspx. Under the Corporate Governance Guidelines, we expect directors to regularly attend meetings of the board and of all committees on which they serve and to review the materials sent to them in advance of those meetings. While we do not maintain a formal policy requiring annual meeting attendance, we expect nominees for election at each annual meeting of stockholders to participate in the Annual Meeting. None of our current directors served on the board in 2020, during which we did not hold an annual meeting of stockholders.

The board generally expects to hold four regular meetings per year and to meet on other occasions when circumstances require. Directors spend additional time preparing for board and committee meetings, and we may call upon directors for advice between meetings. We encourage our directors to attend director education programs. The board held five meetings. During 2016, each director75 meetings in 2020. Each of the then-serving directors attended at least 75% of the aggregateboard meetings in 2020, except that Michael Gottlieb attended 69% of (i) the total number of board meetings held duringin 2020.

The Corporate Governance Guidelines provide that the board will meet in executive session at least annually without management in attendance.

Prior to the Merger, the board maintained an audit committee and a nominating and corporate governance/compensation committee. Following the Merger, the board approved the establishment of a separate compensation committee and nominating and corporate governance committee. The board has adopted a charter for the audit committee, a copy of which is available on our website at https://investor.brooklynitx.com/overview/default.aspx. The board expects to adopt charters for the compensation committee and the nominating and corporate governance committee prior to the Annual Meeting. Immediately following board approval of such member’s service charters, we expect to make copies of such charters available on our website at https://investor.brooklynitx.com/overview/default.aspx and (ii)to file with the total numberSEC a Current Report on Form 8-K as to such posting of meetingsthose charters. The audit committee charter is and the compensation committee and the nominative and governance committee charters will be reviewed by the board and the applicable committee on an annual basis.

Independence of committees of ourDirectors

The board of directors on which he or she served, duringmust consist of a majority of independent directors not only under the periodrequirements of such member’s service. The schedule for regular meetings of our board of directors for each year is submitted and approved by the board in advance.NYSE American LLC Company Guide but also under the Corporate Governance Guidelines.

Director IndependencePursuant to the NYSE American LLC Company Guide, a listed company that satisfied the definition of “smaller reporting company” in Rule 12b-2 under the Securities Exchange Act of 1934, or the Exchange Act, must maintain a board that is comprised of at least 50% independent directors, and an audit committee of at least two independent members. In addition, the NYSE American LLC Company Guide requires that, subject to specified exceptions, each member of a listed company’s compensation, and nominating and corporate governance committees be independent. Audit committee members must also satisfy additional independence criteria, including those set forth in Rule 10A-3 under

the Exchange Act, and compensation committee members must also satisfy additional independence criteria, including those set forth in Section 805 of the NYSE American LLC Company Guide, subject to certain exceptions.

Our board of directors has determined that Mary Beth Lewis, Steve Mitgang, Tony Uphoff and Paul Yanover are each “independent directors” underUnder the NYSE MKT rules. Under NYSE MKT rules, subject to a limited exception,American LLC Company Guide, a director who is, or duringwill qualify as an “independent director” only if, in the past three years was, employed byopinion of that company’s board, that person does not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. In order to be considered independent for purposes of Rule 10A-3 under the Exchange Act, a member of an audit committee of a listed company may not, be determined to be an independent director of that company. Mr. Berg servedother than in his or her capacity as our chief executive officer from July 2012 until September 2014, and therefore may not be determined to be an independent director until September 2017.

Committees of the Board of Directors

Our board of directors currently has two standing committees: (i) audit and (ii) nominating and corporate governance/compensation. Our board of directors reviews the committees’ duties from time to time and may from time to time form new committees, revise a committee’s structure, or disband committees, depending on the circumstances.

Each committee of our board of directors meets as frequently and for such length of time as it deems necessary to carry out its assigned duties and responsibilities. In addition, the chairman of a committee may call a special meeting of that committee at any time if deemed advisable.

Audit Committee

We have a separately designated standing audit committee that operates under a written charter adopted by our board of directors. The audit committee held six meetings during 2016. The rolemember of the audit committee, is to oversee our accounting and financial reporting processes, including our internal control systems, and to oversee the auditboard or any other board committee: (a) accept, directly or indirectly, any consulting, advisory or other compensatory fee from the listed company or any of our financial statements. The responsibilitiesits subsidiaries, other than compensation for board service; or (b) be an affiliated person of the audit committee includelisted company or any of its subsidiaries.

In order to be considered independent for purposes of Section 805 of the periodic reviewNYSE American LLC Company Guide, each member of our accounting and financial reporting and internal control policies and procedures, appointing and providing the compensation committee must be a member of the independent registered public accounting firmboard of certified public accountantsthe listed company and must otherwise be independent. In determining independence requirements for members of compensation committees, the board must consider all relevant factors specific to determining whether a director has a relationship to the listed company which is material to that director’s ability to be retained as our independent auditors, reviewing the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” disclosure containedfrom management in our quarterly and annual reports filedconnection with the SECduties of a compensation committee member, including: (a) the source of compensation of a member of the board of a listed company, including any consulting, advisory or other compensatory fee paid by the listed company to such member; and reviewing our quarterly(b) whether a member of the board of a listed company is affiliated with the listed company, a subsidiary of the listed company or an affiliate of a subsidiary of the listed company.

Based upon information requested from and audited annual financial statements.provided by each director nominee concerning the director nominee’s background, employment and affiliations, including family relationships, the board has determined that each of Charles Cherington, Dennis Langer and Erich Mohr qualifies as an independent director in accordance with the NYSE American LLC Company Guide and Rule 10A-3 under the Exchange Act. The independent members of the board hold separate regularly scheduled executive session meetings at which only independent directors are present. Mr. Cherington, as Chair of the Board, will preside over each executive session.

Code of Business Conduct

The audit committee is currently comprised of two non-employee directors: Ms. Lewis (chair) and Mr. Uphoff, each of whom our board of directors has determined is an independent director under the rules of the NYSE MKT and the Exchange Act. Our board of directors has also determined that Ms. Lewis is an “audit committee financial expert,” as that term is defined in Item 407(d)(5) of Regulation S-K. Effective May 5, 2017, Mr. Mitgang will also serve on the audit committee. Our board of directors has determined that Mr. Mitgang is an independent director under the rules of the NYSE MKT and the Exchange Act.

Nominating and Corporate Governance/Compensation Committee

The nominating and corporate governance/compensation committee (the “N&CG/C Committee”) administers our benefit and equity incentive plans; determines the amount and form of compensation paid to our chief executive officer; reviews and administers all compensation arrangements for our other executive officers; establishes and oversees all of our general compensation policies and practices applicable to our directors, employees, consultants and advisors; and reviews and recommends to our board of directors the amount and form of compensation for members of our board of directors, including compensation for the chair, committee chairs and committee members. In addition, this committee identifies individuals qualified to serve on our board of directors; selects, or recommends that our board of directors select, nominees for election to our board of directors; and develops and implements policies and procedures that are intended to ensure that our board of directors will be appropriately constituted and organized to meet its fiduciary obligations to the Company and our stockholders. The N&CG/C Committee held nine meetings during 2016.

The N&CG/C Committee is currently comprised of three non-employee directors: Mr. Mitgang (chair), Mr. Uphoff and Mr. Yanover, each of whom our board of directors has determined is an independent director under NYSE MKT rules.

Committee Charters and Code of Ethics

Our board of directors has adopted charters for the audita Code of Conduct and the N&CG/C Committee, which, among other things, outline the respective duties of the committees. Our board of directors has also adopted a code of conduct and ethicsEthics that applies to all our employees, officers and directors. Our code of conduct and ethics, our corporate governance guidelines and the charter of each active committeeA copy of our boardCode of directorsConduct and Ethics is available on our website at www.buzztime.com/business/investor-relations/ under the “Corporate Governance” heading.https://investor.brooklynitx.com/overview/default.aspx. We intend to disclose any amendment to, or a waiver from, a provision of our codeCode of conductConduct and ethicsEthics that applies to our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions and that relates to any element of the code of ethics definition enumerated in paragraph (b) of Item 406 of Regulation S-K by posting such information on our website.

Employee, Officer and Director Hedging

It is our policy that website. The informationall employees, officers and directors, as well as their family members, are prohibited from participating in hedging or monetization transactions that can be accomplished through a number of possible mechanisms, including through the use of financial instruments such as prepaid variable forwards, equity swaps, collars and exchange funds. Employees, officers and directors, as well as their family members, are also prohibited from holding our securities in a margin account or otherwise pledging our securities as collateral for a loan. These prohibitions on hedging and pledging are included in our Insider Trading and Disclosure Policy, a copy of which is available on our website is not incorporated by reference in this Proxy Statement.at https://investor.brooklynitx.com/overview/default.aspx.

Board Oversight of Risk

The board of directors has responsibility for the oversight of our risk management processes and, either as a whole or through its committees, regularly discusses with management our major risk exposures, their potential impact on our business and the steps we take to manage them. The risk oversight process includes receiving regular reports from board committees and members of senior management to enable the board to understand our risk identification, risk management and risk mitigation strategies with respect to areas of potential material risk, including operations or strategic decisions, management and succession planning, financial policies, and material business and financial decisions.

The compensation committee is responsible for assessing the relationship between our compensation policies and practices applicable to our executive officers and corporate risk management to confirm that those policies and practices do not encourage excessive risk-taking. While each committee is responsible for evaluating certain risks and overseeing the management of such risks , the entire board is regularly informed through committee reports about such risks, as well as through reports directly from officers responsible for oversight of particular risks.

Board Leadership Structure and Role in Risk Oversight

The board of directors recognizes that it is important to determine an optimal board leadership structure to ensure the independent oversight of management as the company continues to grow. We do not maintain a policy on whether the offices of Chair of the Board and Chief Executive Officer should be separate and, if they are to be separate, whether the Chair of the Board should be selected from among the independent directors or should be an employee. The board has determined that it is in our best interests at this time to have a separate Chief Executive Officer and Chair of the Board. The board has appointed Charles Cherington, to serve as Chair of the Board and Howard Federoff to serve as Chief Executive Officer. This structure allows the Chief Executive Officer to focus on the strategic management of our day-to-day business, while allowing the Chair of the Board to focus on leading the board in its fundamental role of providing advice to, and independently overseeing, management. The board recognizes the time, effort, and energy that the Chief Executive Officer is required to devote to the position in the current business environment, as well as the commitment required to serve as the Chair of the Board, particularly as the board’s oversight responsibilities continue to grow.

The board has concluded that our current leadership structure of our board of directors is such that different individuals serve as the chairman of our board of directors and as our principal executive officer. The N&CG/C Committee believes this leadership structure is prudentappropriate at this time and provides appropriate segregation and independence that enhances the effectiveness ofto fit our current needs. The board of directors as a whole. Our board of directors does not require that the roles of chairman and principal executive officer be held by different individuals, butwill continue to periodically review our board of directors believes this leadership structure, ishowever, and may make such changes in the appropriate structure for our company at this time particularly in light of the leadership that our current chairman has demonstrated during his tenurefuture as chairman. Our board of directors may choose its chair in any manner that it deems to be in the best interests of our company. For instance, from July 2012 through September 2014, while our board of directors was searching for a qualified permanent chief executive officer, Mr. Berg, who has served as chairman of our board of directors since November 2008, also served as our chief executive officer.appropriate.

Audit Committee

Our boardThe principal responsibilities of directors provides oversight to the management of our risk profile, including internal controls over financial reporting, credit risk, interest rate risk, liquidity risk, operational risk, reputational risk and compliance risk. Our board of directors monitors and manages these risks through committees in conjunction with management, our independent registered public accounting firm, and other independent advisors. Our executive officers are assigned responsibility for the various categories of risk, with our chief executive officer being ultimately responsible to our board of directors for all risk categories. Our executive officers periodically report to and receive input from our board of directors and the audit committee regarding material risks we face and how we plan to respond to and mitigate these risks.

Director Nominations

Our N&CG/C Committee considers new candidates for our board of directors suggested by current members of our board of directors, management and stockholders. There are no differences in the manner in which N&CG/C Committee evaluates director nominees based on whether the nominee is recommended by a stockholder or by current members of our board of directors or management. The N&CG/C Committee has established qualifications for directors, including the ability to apply fair and independent judgment in a business situation and the ability to represent the interests of all our stockholders and constituencies. A director also must be free of any conflicts of interest that would interfere with his or her loyalty to the Company or to our stockholders. In evaluating board candidates, the N&CG/C Committee considers the foregoing qualifications as well as several other factors, including the following:include:

Other thanOur independent auditor is ultimately accountable to the audit committee. The audit committee has the ultimate authority and responsibility to select, evaluate, approve terms of retention and compensation of, and, where appropriate, replace the independent auditor.

Compensation Committee

The principal responsibilities of the compensation committee, and the extent to which it the compensation committee may delegate its compensation-related authority with regard to non-officer employees and consultant to officers and other appropriate supervisory personnel, will be outlined in the nominating and corporate governance committee charter, which we expect the board of directors to approve prior to the Annual Meeting. Immediately following board approval of such charter, we expect to file a copy of such charter with the SEC via a Current Report on Form 8-K and make a copy of such charter available on our website at https://investor.brooklynitx.com/overview/default.aspx.

The current members of the compensation committee are Dennis Langer, who serves as chair, and Charles Cherington. Each of the current members of the compensation committee is standing for re-election at the Annual Meeting. The board has not adopteddetermined that each of the current members of the compensation committee is independent, as defined in the listing standards of the NYSE American LLC Company Guide, is a “non-employee director” as defined in Rule 16b-3 under the Exchange Act and is an “outside director” as that term is defined in Section 162(m) of the Internal Revenue Code of 1986.

Compensation Committee Interlocks and Insider Participation

During 2020 none of the members of the compensation committee was an officer or employee of our company or any specific policyof our subsidiaries and none of our executive officers served as a member of the board of directors or compensation committee of any entity that has one or more executive officers serving on the issue of considering diversity in identifying nominees for director.board or compensation committee.

Nominating and Corporate Governance Committee

Separately,The principal responsibilities of the nominating and corporate governance committee will be outlined in the nominating and corporate governance committee charter, which we expect the board of directors to approve prior to the Annual Meeting. Immediately following board approval of such charter, we expect to file a copy of such charter with the SEC via a Current Report on Form 8-K and make a copy of such charter available on our website at https://investor.brooklynitx.com/overview/default.aspx.

The current members of the nominating and corporate governance committee are Erich Mohr, who serves as chair, and Charles Cherington. Each of the current members of the nominating and corporate governance committee is standing for re-election at the Annual Meeting. The board has determined that each of the current members of the nominating and corporate governance committee is independent, as defined in the listing standards of the NYSE American LLC Company Guide, is a “non-employee director” as defined in Rule 16b-3 under the Exchange Act and is an “outside director” as that term is defined in Section 162(m) of the Internal Revenue Code of 1986.

Prior to the Merger, the board maintained a combined nominating and corporate governance/compensation committee. The nominating and corporate governance/compensation committee held eight meetings in 2020, which were attended by all of the then-serving members. Following the Merger, the board approved the establishment of a separate compensation committee and nominating and corporate governance committee.

Our bylaws contain provisions that address the process by which a stockholder may nominate an individual to stand for election to ourthe board of directors at our annual meeting of stockholders. Such nominations may be made only if the stockholder has given timely written notice to our corporate secretary containing the information required by our bylaws. Our bylaws are available from our corporate secretary upon written request and under the “Corporate Governance” section of the “Investor Relations” sectionA copy of our corporate websitebylaws is available athttp:https://www.buzztimebusiness.com/investor-relations-corporate-governance/www.sec.gov/Archives/edgar/data/748592/000114036121011095/brhc10022537_ex3-4.htm. To be timely, such notice must be received at our principal executive offices not earlier than the 120th day, nor120 days, or later than the 90th day,90 days, prior to the first anniversary of the date of the preceding year’s proxy statement, except that if no annual meeting was held in the preceding year or the date of the annual meeting is advanced more than 30 days before or delayed by more than 30 days after the anniversary of the preceding year’s annual meeting, such notice must be delivered not later than the close of business on the later of the 90thninetieth day before the date of such annual meeting or the 10thtenth day following the date on which public announcement of the date of such meeting is first made. Information on qualifications for nominations to the board and procedures for stockholder nominations to the board is included below under “Proposal 1. Election of Directors—Director Qualifications.”

Certain Relationships and Related-Person Transactions

Other MattersThe audit committee has the responsibility to review, approve and oversee any transaction between us and a related person (as defined in Item 404 of Regulation S-K) and to develop policies and procedures for the committee’s approval of such transactions.

Since January 1, 2020, there has not been nor are there currently proposed any transactions or series of similar transactions to which we were or are to be a party in which the amount involved exceeds the lesser of $120,000 or 1% of the average of our total assets at year-end for the last two completed fiscal years (which was $89,000) and in which any director, executive officer, holder of more than 5% of the common stock or any member of the immediate family of any of the foregoing persons had or will have a direct or indirect material interest.

Please see “Director Compensation,” and “Executive Compensation” for discussion of the compensation of our non-employee directors and our executive officers.

We have adopted a policy regarding attendanceentered into indemnification agreements with our directors and executive officers. Under these agreements, we agree to indemnify, to the fullest extent permitted by membersDelaware law (subject to certain limitations), each of our directors and executive officers against, among other things, any expenses incurred or actual damages or losses in connection with proceedings because of his or her status as one of our directors, officers, employees, or agents. We believe that the use of such indemnity agreements is customary and that the terms of the indemnity agreements are reasonable and fair to us, and are in our best interests to attract and retain experienced directors and officers.

Director Compensation

In April 2017 the board of directors atadopted a non-employee director compensation policy, or the 2017 Policy, with respect to the compensation payable to our annual meetingqualified non-employee directors. The 2017 Policy remained in effect until the completion of stockholders. Board members are strongly encouragedthe Merger on March 25, 2021. The board expects to attendadopt a new non-employee director compensation policy prior to the annual meeting. All nominees for election asAnnual Meeting in order to enhance our ability to attract, retain and motivate non-employee directors who were then members of our boardexceptional ability and to promote the common interest of directors attended our 2016 annual meetingand stockholders in enhancing the value of stockholders. Although we encourage our directors to have a meaningful ownership stake in our company, we currently do not require our directors to own a minimum number of shares of ourthe common stock.

Director Compensation

We compensateImmediately following board approval of the new policy, we expect to make a copy of the policy available on our non-employee directors for their service inwebsite at https://investor.brooklynitx.com/overview/default.aspx and to file with the SEC a Current Report on Form 8-K as to such capacity with annual retainers and equity compensation as described below. Directors who are also our employees do not receive any additional compensation for their services as directors. We do not pay fees to anyposting of our directors for meeting attendance. From time to time, a non-employee director provides us with consulting services, and we may compensate such director for such services. The N&CG/C Committee reviews our non-employeethe policy. Following approval of the new policy, the board will review director compensation practices and policies at least annually and makesbased on recommendations by the compensation committee, which will have the sole authority to engage a recommendationconsulting firm to our board of directors as to the amount, form and terms of non-employee director compensation. Our board of directors, taking the N&CG/C Committee’s recommendation into consideration, sets the amount, form and terms of non-employeeevaluate director compensation.

Annual RetainersUnder the 2017 Policy, each non-employee director was eligible to receive compensation for board and committee service consisting of annual cash retainers and equity awards. Non-employee directors were to receive the following annual cash retainers for their service:

We pay our non-employee directors a $25,000 annual retainer for their services as directors. We pay the chairman of our board of directors, assuming she or he is a non-employee director, an additional $20,000 annual retainer for services in such capacity. We pay our non-employee directors an additional annual retainer for their service on board committees as set forth in the table below.DIRECTOR ANNUAL CASH RETAINERS

The

Under the 2017 Policy, annual retainers arewere to be paid quarterly in arrears, and are paid no later than 30thirty days following the end of the applicable quarter. Beginning in 2017, eachEach non-employee director maycould elect that the retainer payment he or she is eligible to receive, or a portion of such retainer, be paid in the form of a restricted stock award under our Amended 2010 Performance Incentive Planequity incentive plan rather than cash. Such an election mustcould be made during an open trading window under our insider trading policy and no later than the 15^thfifth day of the last month of the quarter for which the retainer iswas to be paid. An election appliesapplied only to the quarter for which it is made. Once an election iswas made with respect to a quarter, it may not be withdrawn or substituted unless ourthe board of directors determines, in its sole discretion, that the withdrawal or substitution is occasioned by an extraordinary or unanticipated event. Restricted stock awards willwould be made on the same date as a cash retainer payment would otherwise be paid willand would vest in full on the date of grant, and the amountnumber of shares subject to suchthe award willwould equal the amount of the applicable cash retainer payment divided by the closing market price of our common stock on the last day of the applicable quarter.

Equity Compensation

We granthad granted stock options to our non-employee directors upon the commencement of their service as a directordirectors and upon their re-election to our board of directors.the board. The stock options arewere granted under our Amended 2010 Performance Incentive Plan.

a stockholder-approved equity incentive plan. Inconnection with the commencement of a newnon-employee director’sdirector’s term of service, we grantgranted to such a new director astock option to purchase 600 shares of our common stock.stock. These stock options havehad an exercise price equal to the closing market price of our common stock on the date of grant, and arewere fully vested and exercisable on the date of grant as to 50% of the shares and the remaining 50% of the shares vest and become exercisable, subject to the director’s continued serviceon ourthe board, of directors, in 12 equal monthly installments beginning in the month immediately following the date of grant.

Eachnon-employee non-employee director who iswas re-elected for an additional term of service on ourthe board of directors iswould be automatically granteda stock option to purchase 400 shares of our common stock on the date of ourthe annual stockholder meeting. These stock options havehad an exercise price equal to the closing market price of our common stock on the date of grant and vestvested and becomebecame exercisable, subject to the director’s continued service on ourthe board, of directors, in 12 equal monthly installments thereafter.

The stock options described above were to expire on the earlier of 10 years from the date of grant or 90 days from the date the directorceasesto serve on our board of directors.the board. In the event of a change in

control, as defined inthe Amended2010Performance Incentive Plan,nominating and corporate governance/compensation committee had the N&CG/C Committee may in its discretion to determine that these stock options vest and become fully exercisable as of immediately before such change in control.

The following table shows the total compensation for non-employee directors during 2020. Allen Wolff, one of our directors in 2020, a named executive officer and our former chief executive officer, did not receive any additional compensation for his service as a director in 2020.

2020 DIRECTOR COMPENSATION