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):

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

July  , 2021

Dear Stockholder:

It is my pleasure to invite you to attend the Annual Meeting of Stockholders of Brooklyn ImmunoTherapeutics, Inc. to be held on August 20, 2021, at 9 a.m., Eastern time. This year’s Annual Meeting will be a “virtual meeting” conducted via live audio webcast, consistent with our prior practice and with prudent planning in light of the public health risks attributable to the COVID-19 (Coronavirus) pandemic. Each holder of common stock as of 5 p.m., Eastern time, on the record date of June 21, 2021, will be able to join the Annual Meeting by accessing a live webcast at virtualshareholdermeeting.com/BTX2021 and entering the control number included on the 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.

During the Annual Meeting, stockholders will be asked to elect the entire board of directors, to ratify the filing and effectiveness of the certificate 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 to approve our Restated 2020 Stock Incentive Plan. These matters are important, and we urge you to vote in favor of the election of each of the director 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 over the Internet. This process expedites the delivery of proxy materials to our stockholders, lowers our costs and reduces the environmental impact of the Annual Meeting. Today we are sending to each of our stockholders a Notice of Internet Availability of Proxy Materials containing instructions on how to access our Proxy Statement for the Annual Meeting and our 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 your 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 joining you at the Annual Meeting.

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 Squar Milner LLPDirectors

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 registered public accounting firm forunder regulations of the fiscal year ending December 31, 2018.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

Record DateElections:	April 13, 2018. Only stockholders of record at the close of business on the record date are entitled to receive notice of and to vote at the annual meeting or any adjournment or postponement thereof.	Classified Board	No
		Frequency of Director Elections	Annual
		Voting Standard	Plurality
		Resignation Policy	No
		Mandatory Retirement Age or Tenure	No
How to VoteChair:	Please vote your shares promptly to ensure the presence of a quorum at the meeting. You may vote your shares over the Internet or via a toll-free telephone number. If you received a paper copy of a proxy or voting instruction card by mail, you may submit your proxy or voting instruction card for the annual meeting by completing, signing, dating and returning your proxy or voting instruction card. Please follow the instructions beginning on page 3	Separate Chair of the accompanying proxy statementBoard and CEO	Yes
		Robust Responsibilities and Duties Assigned to vote.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, the board of directors is asking that you review this Proxy Statement carefully and then vote by following the instructions set forth on the 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.

A:	Proposal		Election of the following five director nominees:
		Sandra Gurrola Vice President of Finance and Secretary

	PROXY STATEMENT
			·	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.

For the purpose of determining a quorum, we will treat as present at the Annual Meeting any proxies that represent shares entitled to vote on any matter at the meeting.

GENERAL ANNUALMEETING INFORMATION

If you hold shares in street name, Generalyou 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:

NTN Buzztime, Inc. (“NTN Buzztime,” “we,” “us,” “our” or

For your information, submitting your voting instructions via the “Company”) has prepared these materials for use at its 2018 annual meeting of stockholders and any adjournment or postponement thereof (the “Annual Meeting”). The Annual Meeting will beInternet is the least expensive to Brooklyn ImmunoTherapeutics, followed by submitting a completely virtual meeting conducted via live audio webcast. This will be our third year hostingproxy by telephone, with mailing a virtual meeting. We are excited to embraceproxy being the latest technology to provide expanded access, improved communication and cost savings for our stockholders and the Company. As we have experienced, hosting a virtual meeting enables increased stockholder attendance and participation from any location around the world.most expensive.

The Annual Meeting is scheduled to begin at 9:00 a.m. Pacific Time, on June 8, 2018. As discussed in more detail below,

We will be able to attend the Annual Meeting online andengage 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 your questions and vote during the meeting online by visiting NTN.onlineshareholdermeeting.com. You are invited to attend the Annual Meeting online to vote on the proposals described in this Proxy Statementcomments during the meeting. However, you may vote your shares by simply followingWe 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 instructions below to vote via the Internet, by telephone or by mail. Even if you intend to attend the Annual Meeting online, we encourage you to vote your shares in advance using one of the methods described in this Proxy Statement to ensure that your vote will be represented atplatform technology before going “live” for the Annual Meeting.

The proxy materials were first sent or made available to stockholders on or about April 27, 2018. We are soliciting proxies pursuant to this Proxy Statement for use at the Annual Meeting. The mailing address of our principal executive offices is 2231 Rutherford Road, Suite 200, Carlsbad, California 92008.

Notice of Internet Availability of Proxy Materials

In accordance with rules of the Securities and Exchange Commission (“SEC”), we use the Internet as the primary means of furnishing proxy materials to our stockholders. Accordingly, unless a stockholder previously elected to receive printed copies of our proxy materials, a Notice of Internet Availability of Proxy Materials (“Notice of Internet Availability”) has been sent to stockholders instead of mailing printed copies. The Notice of Internet Availability provides instructions on how to access our proxy materials via the Internet and how to request a printed set 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 our 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 13, 2018, the record date for the Annual Meeting, and those who hold a valid proxy on their behalf, will be entitled to attend and vote at the Annual Meeting. We expect the audio webcast of the Annual Meeting to begin promptly at 9:00 a.m. Pacific Time. Online check-in will begin at 8:45 a.m. Pacific Time and we suggest checking-in at that time to allow ample time for the check-in procedures. Please be aware that you must bear any costs associated with your Internet access, such as usage charges from Internet access providers and telephone or similar companies.

Stockholders of Record. If your shares were registered directly in your name with our transfer agent at the close of business on the record date, you are considered, with respect to those shares, the “stockholder of record.” As the stockholder of record, you may attend the Annual Meeting by visiting NTN.onlineshareholdermeeting.com and using your 16-digit control number on your Notice of Internet Availability or your proxy card (if you received a printed copy of our proxy materials) to access the meeting.

Beneficial Owners of Shares Held in Street Name. If your shares were held in an account at a brokerage firm, bank, dealer or other similar organization at the close of business on the record date, then you are a beneficial owner of shares held in “street name” and the Notice of Internet Availability is being forwarded to you by that organization. The organization holding your account is considered to be the stockholder of record for purposes of the Annual Meeting. You are invited to attend the Annual Meeting online. However, because you are not the stockholder of record, you may not vote your shares online at the Annual Meeting unless you request and obtain a valid proxy from your broker or other organization that holds your account. We suggest that you contact your broker or other organization for additional information.

Proposals You Are Asked to Vote on and the Board’s Voting Recommendations

The proposals you will be asked to vote on and the recommendations of our board of directors are:

Except for the proposals described above, our board of directors is not aware of any other matters that may be properly presented for a vote at the Annual Meeting. However, if a matter requiring a vote of our stockholders is properly presented for a vote during the Annual Meeting, the recommended vote of our board of directors will be communicated to stockholders present at the Annual Meeting at that time and the proxy holders intend to vote the shares represented by a proxy submitted by a stockholder in accordance with the recommendation of our board of directors.

Record Date and Voting

Our common stock is the only class of voting stock outstanding. Each share of our common stock is entitled to one vote for each director to be elected and for each other matter to be voted on at the Annual Meeting. Only holders of record of our common stock at the close of business on the record date, April 13, 2018, are entitled to notice of and to vote at the Annual Meeting. There were approximately 2,520,554 shares of our common 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:

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 and 2. 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 should have received a notice containing voting instructions from the organization that holdscontact your shares (e.g., the brokerage firm, bank, or dealer). Follow the instructions provided by that organization to ensure that your vote is counted. If you wish to vote online during the Annual Meeting, you must obtain a legal proxy from the brokerage firm, bank, dealerbroker or other similar organization that holds your shares. A legal proxy is a written document that authorizes you to vote your shares held in street name at the Annual Meeting. Please contact the organization that holds your sharesnominee for instructions regarding obtaining a legalas to whether, and how, you can change or revoke your proxy.

What happens if I do not vote or provide voting instructions?

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. Proposal 2 (the ratification to appoint Squar Milner LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2018) is considered a routine proposal 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 Proposal 2, 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, 2018.

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 audio webcastOur only voting securities are outstanding shares of common stock. As of the Annual Meeting)record date, which is 5 p.m., Eastern time, on June 21, 2021, there were outstanding              shares of common stock, each of which will be entitled to one vote on each proposal, resulting in a total of          votes capable of being cast on each proposal.

As described under “Proposal 2 - Ratification of Charter Amendment to Increase Authorized Common Stock,” there may be uncertainty regarding the validity or by proxy,effectiveness of the holderscertificate of a majorityamendment to our restated certificate of incorporation 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 ourauthorized 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 will constitute a quorum. Abstentions will be counted as present for purposesor at any adjournment 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 pursuant to this Proxy Statement. This Proxy Statement and the accompanying proxy solicitation materials, in addition to being mailed directly toOnly stockholders of record as of the record date will be distributed through brokers, custodians and other nomineesentitled to beneficial owners of shares of our stock. We will reimburse such parties for their reasonable expenses in forwarding our solicitation materials to beneficial owners. In addition to solicitations by mail, our directors, officers, and employees, without additional compensation, may solicit proxies on our behalf in person, by phone, or by electronic communication.

PROPOSAL 1
ELECTION OF DIRECTORS

Nominees for Election

As further discussed under “Board of Directors and Corporate Governance—Director Nominations,” below, the nominating and corporate governance/compensation committee (“N&CG/C Committee”) of our board of directors 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 the 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 by 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.

To determine the appropriate mix of professional experiences, expertise and backgrounds for our board of directors and its committees, the N&CG/C Committee and our entire board of directors discuss the composition of our board of directors during the year. Based upon the recommendation of the N&CG/C Committee, our board of directors has selected the nominees identified in the table below for election as directorsvote at the Annual Meeting. These nominees allow us to benefit both fromA quorum for the deep companytransaction 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 industry knowledgeoutstanding other than shares of our longer-serving directors and the fresh perspectives brought by our newer directors, two of whom joined our board of directors less than a year ago.putative stock.

Our board of directors, based on the recommendation of the N&CG/C Committee, appointed Messrs. Simtob and Thomas to our board of directors in July 2017. Each of Messrs. Simtob and Thomas was recommended to the N&CG/C Committee for consideration as a director by Ram Krishnan, our chief executive officer, and Allen Wolff, our chief financial officer.

Election of Directors

Each nominee identified above is currently servingdirector will be elected by a plurality of the votes cast on our boardthe matter. Broker non-votes will not have any effect on the outcome 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 persondirectors, 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 boardcertificate of directors recommends. If elected, nominees will holdincorporation, our bylaws and the Delaware General Corporation Law, a director holds office until our 2019 annual meeting of stockholders and until their respective successors are dulya successor is elected and qualified. Proxies may not be voted for a greater numberqualified or until his or her earlier resignation or removal. Each of persons than the numbernominees currently serves as one of nominees named herein.our directors.

Ratification of Charter Amendment to Increase Authorized Common Stock

The following biographical informationratification of the amendment to our certificate of incorporation to effect an increase in the authorized number of shares of common stock must 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 furnished with respect to each nominee identified above.considered a routine matter, discretionary votes by brokers will be counted.

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

Approval of Restated 2020 Stock Incentive Plan

Approval of the General PartnerRestated 2020 Stock Incentive Plan must be approved by the affirmative vote of Matador Capital Partners, LP, an investment partnership that he founded in 2007. He was also the lead director of Swell Commerce, Inc.,stockholders representing 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 1995the votes cast on the matter. Abstentions and 2000, Mr. Berg was chairmanbroker non-votes will not have any effect on the outcome 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.

this proposal.

Ram Krishnan was appointedCorporate 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 chief executive officerwholly 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 boardrestated certificate of directorsincorporation 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 2008order 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.

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.

Richard Simtob was appointed to serve on our board of directors in July 2017. Since January 2001, Mr. Simtob has been serving as president of Simtob Consulting Group Corporation. Mr. Simtob is a minority-owner of Zoup! Fresh Soup Company, L.L.C., a company that operates and franchises fast-casual soup restaurants. Since April 2010, he has served as one of its directors, and served as its president from April 2010 to July 2017. From January 2004 through July 2009, Mr. Simtob was also a partner at Wireless Toyz Franchise, LLC, a cellular service provider, where he also served in various roles such as vice president of development, chief financial officer and chief operating officer. Mr. Simtob studied at the University of Western Ontario. Mr. Simtob was chosen to serve on our board of directors because of his extensive experience in the restaurant industry.

Gregg Thomas was appointed to serve on our board of directors in July 2017. In December 1994, Mr. Thomas founded CFO Advisors, LLC, a financial services and advisory firm for the restaurant and retail industry, and where he has been serving as partner. He began his career at Plante Moran, where he earned his CPA. Mr. Thomas holds a B.S. in accounting from the University of Michigan and a masters in taxation from Walsh College. Mr. Thomas was chosen to serve on our board of directors because of his experience in the restaurant industry and his financial and accounting background.

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.effect:

PROPOSAL 2
RATIFICATION OF THE APPOINTMENT OF
THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMUnder the terms of the Merger Agreement, at the effective time of the Merger the members of Brooklyn LLC exchanged all of their equity interests in Brooklyn LLC for an aggregate of 39,999,760 shares of common stock, of which 1,067,879 shares were issued as compensation to Maxim Group LLC for its services as financial adviser to Brooklyn LLC in connection with the Merger. The terms of the exchange of Brooklyn LLC equity interests for common stock were determined through our arm’s-length negotiations with Brooklyn LLC in connection with the negotiation of the Merger Agreement.

The audit committee of our board of directors has appointed Squar Milner LLP as our independent registered public accounting firm forImmediately after the year ending December 31, 2018. 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 our best interests and in the best interests of 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.Merger, there were 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 2017, 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 2017, 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 during such member’s service and (ii) the total number of meetings of committees of our board of directors on which he or she served, during the period of such member’s service. The schedule for regular meetings of our board of directors for each year is submitted and approved by our board of directors in advance.2020.

Our bylawsThe Corporate Governance Guidelines 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 our directors. Vacancies on our board of directors (including vacancies created by an increasewill meet 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 increaseexecutive session at least annually without management 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.attendance.

Director Independence

OurPrior to the Merger, the board of directors has determined that Jeff Berg, Steve Mitgang, Richard Simtob, Gregory Thomas and Paul Yanover are each “independent directors” under NYSE American rules. Until September 2017, Mr. Berg could not be considered to bemaintained an independent director because under NYSE American rules, subject to a limited exception, a director who is, or during the past three years was, employed by a company, may not be determined to be an independent director of that company, and Mr. Berg served as our chief executive officer from July 2012 until September 2014. On July 6, 2017, Mary Beth Lewis and Tony Uphoff resigned from our board of directors and from each of its committees on which they then served (Ms. Lewis served as chair of the audit committee and Mr. Uphoff served ona nominating and corporate governance/compensation committee. Following the auditMerger, the board approved the establishment of a separate compensation committee and nominating and corporate governance/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). There were no disagreements between uscommittee and either Ms. Lewis or Mr. Uphoff relativethe nominating and corporate governance committee prior to eitherthe Annual Meeting. Immediately following board approval of their resignations. Oursuch charters, we expect to make copies of such charters available on our website at https://investor.brooklynitx.com/overview/default.aspx and to file with the SEC a Current Report on Form 8-K as to such posting of those 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 Directors

The board of directors had determined that each of Ms. Lewis and Mr. Uphoff were independent directors.

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 chairmanmust consist of a committee may call a special meetingmajority 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 four meetings during 2017. The role of the audit committee is to oversee our accounting and financial reporting processes, including our internal control systems, and to oversee the audit of our financial statements. The responsibilities of the audit committee include the periodic review of our accounting and financial reporting and internal control policies and procedures, appointing and providing the compensation of the independent registered public accounting firm of certified public accountants to be retained as our independent auditors, reviewing the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” disclosure contained in our quarterly and annual reports filed with the SEC and reviewing our quarterly and audited annual financial statements.

The audit committee is currently comprised of three non-employee directors: Mr. Thomas (chair), Mr. Berg and Mr. Simtob, each of whom our board of directors has determined is an independent directornot only under the rulesrequirements of the NYSE American andLLC Company Guide but also under the Corporate Governance Guidelines.

Pursuant 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. Our1934, 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.

Under the NYSE American LLC Company Guide, a director will qualify as an “independent director” only if, in the opinion 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, other than in his or her capacity as a member of the audit committee, the board or any other board committee: (a) accept, directly or indirectly, any consulting, advisory or other compensatory fee from the listed company or any of its subsidiaries, other than compensation for board service; or (b) be an affiliated person of the listed company or any of its subsidiaries.

In order to be considered independent for purposes of Section 805 of the NYSE American LLC Company Guide, each member of the compensation committee must be a member of the board of directorsthe 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 alsoa relationship to the listed company which is material to that director’s ability to be independent from management in connection with the duties 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 (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 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. Thomas is an “audit committee financial expert,”Cherington, as that term is defined in Item 407(d)(5)Chair of Regulation S-K.the Board, will preside over each executive session.

Nominating and Corporate Governance/Compensation CommitteeCode of Business Conduct

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 four meetings during 2017.

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

Board Leadership Structure and Role in Risk Oversight

The 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 prudent at this time and provides appropriate segregation and independence that enhances the effectiveness of our 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, but our board of directors believes this leadership structure is the appropriate structure for our company at this time particularly in light of the leadership that our current chairman has demonstrated during his tenure 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 and our stockholders.https://investor.brooklynitx.com/overview/default.aspx

Our board 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 NominationsBoard Oversight of Risk

Our N&CG/C Committee considers new candidates for ourThe board of directors suggested by currenthas 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

The board of directors recognizes that it is important to determine an optimal board leadership structure to ensure the independent oversight of management and stockholders. There are no differences inas the manner in which N&CG/C Committee evaluates director nominees basedcompany continues to grow. We do not maintain a policy on whether the nomineeoffices 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 recommended byin our best interests at this time to have a stockholder or by current membersseparate 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 directors or byproviding advice to, and independently overseeing, management. The N&CG/C Committee has established qualifications for directors, includingboard recognizes the abilitytime, effort, and energy that the Chief Executive Officer is required 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 loyaltydevote to the Company or to our stockholders. In evaluating board candidates,position in the N&CG/C Committee considers the foregoing qualificationscurrent business environment, as well as several other factors, including the following: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 is appropriate at this time to fit our current needs. The board will continue to periodically review our leadership structure, however, and may make such changes in the future as it deems appropriate.

Audit Committee

The principal responsibilities of the audit committee 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 2017 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.

Immediately following board approval of the new policy, we expect to make a copy of the policy available on our website at Director Compensationhttps://investor.brooklynitx.com/overview/default.aspx and to file with the SEC a Current Report on Form 8-K as to such posting of the policy. Following approval of the new policy, the board will review director compensation annually based on recommendations by the compensation committee, which will have the sole authority to engage a consulting firm to evaluate director compensation.

We compensate ourUnder the 2017 Policy, each non-employee directorsdirector was eligible to receive compensation for theirboard and committee service in such capacity withconsisting of annual cash retainers and equity compensation as described below. Directors who are also our employees do notawards. Non-employee directors were to receive any additional compensationthe following annual cash retainers for their services as directors. We do not pay fees to any 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. No such consulting services were provided during 2017. The N&CG/C Committee reviews our non-employee director compensation practices and policies at least annually and makes a recommendation 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-employee director compensation.service:

Annual Retainers

We pay our non-employee directors a $25,000 annual retainer for their services as directors. We payUnder 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.

The2017 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. Each 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.

2017 Director Compensation

The following table sets forthshows the total compensation for non-employee directors during 2020. Allen Wolff, one of each director, who is not a named executive officer, for service during 2017. This table excludes Mr. Krishnan, who isour directors in 2020, a named executive officer and doesour former chief executive officer, did not receive any additional compensation from us for his service as a director. See the section below entitled “Executive Officer Compensation” for information about Mr. Krishnan’s compensation.director in 2020.

2020 DIRECTOR COMPENSATION

* To date, Mr. BergProposal   — Election of Directors

At the Annual Meeting, stockholders will elect the entire board of directors to serve for the ensuing year and until their successors are elected and qualified. The board has waived all stock option grants to which he would otherwise be eligible to receive in his capacitydesignated as nominees for election the five persons named below, each of whom currently serves as a non-employee director.

Shares of common stock that are voted as recommended by the board will be voted in favor of the election as directors of the nominees named below. If any nominee becomes unavailable for any reason or if a vacancy should occur before the election, which we do not anticipate, the shares represented by a duly completed proxy may be voted in favor of such other person as may be determined by the proxy holders.

Director Qualifications

The Corporate Governance Guidelines outline factors for the board of directors to consider in evaluating candidates for potential service as directors, as well as in evaluating current directors for continued service on the board. These factors include:

Although we do not have a formal diversity policy, the nominating and corporate governance committee seeks to identify candidates who will enhance the board’s overall diversity. Directors are strongly encouraged to have a meaningful ownership stake in our company, although the board currently does not require directors to own a minimum number of shares of common stock.

Our bylaws include a procedure that stockholders must follow in order to nominate a person for election as a director at an annual meeting of stockholders. The bylaws require that timely notice of the nomination in proper written form, including all required information, be provided to the Corporate Secretary.

Information Concerning Nominees for Election as Directors

The information appearing in the following table sets forth, for each nominee for election as a director, as of June 21, 2021:

	CHARLES CHERINGTON Age: 57 Board Service ·  Tenure: Since March 2021 ·  Chair of the Board ·  Committees: ○  Audit ○  Compensation ○  Nominating and Corporate Governance INDEPENDENT			HOWARD FEDEROFF Age: 68 Board Service ·  Tenure: Since April 2021
Professional Experience · Served as one of our directors since March 2021. · Board of Managers of Brooklyn ImmunoTherapeutics, LLC since 2018. · Co-Founder and Managing Partner of Ara Partners, a global private equity firm focused on industrial decarbonization investments, since 2017. · Co-Founder and Managing Partner of Intervale Capital, a middle-market private equity firm focused on investments in energy and infrastructure sectors, from 2006 to 2017. · Founder and Sole Partner of Cherington Capital, a private equity firm, from 2002 to 2006. · Co-Founder and Partner of Paratus Capital Management LLC, a venture capital firm, from 1999 to 2004. · Prior to 1999, Mr. Cherington served in various positions with Lochridge & Company, Inc., a business management consulting firm, and as an investment banker for Credit Suisse First Boston.			Professional Experience · Chief Executive Officer, President and one of our directors since April 2021. · Senior Adviser from January 2021 to April 2021 and as Chief Executive Officer from August 2019 to December 2020 at Aspen Neuroscience, Inc., a biotechnology company developing an autologous neuron replacement program for Parkinson’s disease, as. · Professor of Neurology at the University of California, Irvine, School of Medicine from 2015 to April 2021. · Vice Chancellor for Health Affairs and Chief Executive Officer of the UC Irvine Health System from January 2016 to February 2018 and Vice Chancellor for Health Affairs and Interim Chief Executive Officer of the UC Irvine Health System and Dean of the University of California, Irvine, School of Medicine from June 2015 to January 2016. · Executive Vice President for Health Sciences and Executive Dean of the School of Medicine at Georgetown University from 2007 to 2015. · Has chaired the Recombinant DNA Advisory Committee of the National Institute of Health, the National Heart, Lung, and Blood Institute Gene Therapy Group, and the Board of the Association of Academic Health Centers. · Elected Fellow of the American Association for the Advancement of Science and the National Academy of Inventors.
Education · B.A. in History from Wesleyan University and M.B.A. from University of Chicago.			Education · Ph.D. in Biochemistry and M.D. from Albert Einstein College of Medicine of Yeshiva University.
Relevant Skills ·   Finance ·   Leadership ·   Industry			Relevant Skills ·   Industry ·   Education ·   Innovation

	LUBA GREENWOOD Age: 42 Board Service ·  Tenure: Since March 2021			DENNIS H. LANGER Age: 69 Board Service ·  Tenure: Since May 2021 ·  Committees: ○  Audit (Chair) ○  Compensation (Chair) INDEPENDENT
Professional Experience · Served as one of our directors since March 2021. · Managing Partner of Binney Street Capital, LLC, the first venture capital fund formed by Dana-Farber Cancer Institute, since December 2020 and was senior advisor to the chief executive officer of Dana-Farber Cancer Institute from April 2019 to December 2020. · Consultant to Brooklyn ImmunoTherapeutics, LLC from October 2018 to February 2021. · Head of strategic business development and corporate ventures for Verily Life Sciences LLC, a research subsidiary of Alphabet Inc. focused on life sciences and healthcare, from February 2018 to July 7, 2017.2019, at which she established and led the Venture Capital Group and Business Development and Strategy teams.  · Vice president of global business development and mergers & acquisitions and head of the Roche Diagnostics Innovation Center, East Coast, where she led mergers, acquisitions, investments, and strategic transactions at F. Hoffmann-La Roche Ltd., a multinational healthcare company, from 2015 to February 2018. · Director of Massachusetts Biotechnology Council (MassBio), co-founder and director of LUCA Biologics, Inc., a women’s health and microbiome company, and a co-founder of Inysus, a company focused on pioneering ex-vivo CRISPR applications. · Serves on the Investor Review Committee for the National Cancer Institute. Education · B.A. in Biology and Economics from Brandeis University and J.D. from Northeastern University School of Law. Relevant Skills ·   Industry ·   Leadership ·   Innovation Other Public Board Service ·   OS Acquisition Corp. 2021‐present			Professional Experience · Served as one of our directors since May 2021. · Has served as a Director of several public and private health care companies, and served in leadership roles in several pharmaceutical, biotechnology and diagnostic companies, including Chairman and Chief Executive Officer of AdvanDx, Inc. from 2013 to 2014; Managing Partner of Phoenix IP Ventures, LLC from 2005 to 2010; President, North America for Dr. Reddy’s Laboratories, Inc. from 2004 to 2005; Senior Vice President, R&D at GlaxoSmithKline and SmithKline Beecham from 1994 to 2004; and Chief Executive Officer, Neose Technologies, Inc. from 1991 to 1994. · Served in research and development and marketing positions at Lilly, Abbott, and Searle. Education · B.A. in Biology from Columbia University, J.D. from Harvard Law School and M.D. from Georgetown University School of Medicine. Relevant Skills ·   Industry ·   Governance ·   Education Other Public Board Service ·   Myriad Genetics, Inc. 2004-present ·   Dicerna Pharmaceuticals, Inc. 2007-2019 ·   Pernix Therapeutics Holdings, Inc. November 2017-May 2019

	ERICH MOHR Age: 66 Brooklyn ImmunoTherapeutics Board Service ·  Tenure: < 1 month (May 2021) ·  Committees: ○  Audit ○  Nominating and Corporate Governance (Chair) INDEPENDENT
Professional Experience · Served as one of our directors since May 2021. · Chairman of Oak Bay Biosciences Inc., a developmental biotechnology company focused on treatments for Stargardt disease, since November 2020. · Founder, Chairman and Chief Executive Officer of MedGenesis Therapeutix Inc., a biopharmaceutical company that commercializes treatments for Parkinson’s disease, since 2006. · From 2002 to 2005, served as the Executive Vice President and Chief Scientific Officer of PRA International, a clinical research organization that provided drug development services to pharmaceutical and biotechnology companies. · Founder, Chairman and Chief Executive Officer of CroMedica International from 1995 to 2002, which later merged with PRA International. Education · B.A. and B.Sc. from University of the Pacific and MSc and Ph.D from University of Victoria, British Columbia, Canada.
Relevant Skills ·   Industry ·   Leadership ·   Innovation

The board of directors recommends a vote
FOR
each of the five nominees for election as directors.

Proposal   — Ratification of Charter

Amendment to Increase Authorized Common Stock

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 to 100,000,000, which we refer to as the Share Increase Amendment. The Share Increase Amendment was approved 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.

Background

Proposal   — Approval of

Restated 2020 Stock Incentive Plan

EXECUTIVE OFFICERSBeneficial Ownership of Common Stock

The following table sets forth certain information regarding our executive officersthe number of outstanding shares of common stock beneficially owned and the percentage beneficially owned, as of April 27, 2018:the record date of June 21, 2021, by:

The number of shares of common stock beneficially owned by each person is determined under the rules of the SEC. Under these rules, beneficial ownership includes any shares as to which the individual has sole or shared voting power or investment power and also any shares that the individual has the right to acquire by August 20, 2021 (sixty days after June 21, 2021) through the exercise or conversion of a security or other right. Unless otherwise indicated, each person has sole investment and voting power, or shares such power with a family member, with respect to the shares set forth in the following table. The inclusion in this table of any shares deemed beneficially owned does not constitute an admission of beneficial ownership of those shares for any other purpose. 

The address for each director and executive officer is c/o Brooklyn ImmunoTherapeutics, Inc., 140 58th Street, Building A, Suite 2100, Brooklyn, New York 11220.

Delinquent Section 16(a) Reports

Section 16(a) of the Exchange Act requires our executive officers and directors and any persons owning ten percent or more of the common stock to file reports with the SEC to report their beneficial ownership of and transactions in our securities and to furnish us with copies of the reports.

Based solely upon a review of the Section 16(a) reports furnished to us, along with written representations from our executive officers and directors, we believe that all required reports were timely filed during 2020, except that (a) Sandra Gurrola, our former Senior Vice President of Finance inadvertently failed to timely file one report and, as a result, two transactions were not reported on a timely basis and (b) Allen Wolff, our former Chief Executive Officer, inadvertently failed to timely file one report and, as a result, three transactions were not filed on a timely basis.

Executive Officers

The following biographical information is furnished with respect totable sets forth, as of June 18, 2021, the names of our current executive officers, other than Mr. Krishnan. For biographical information related to Mr. Krishnan, please see “PROPOSAL 1—ELECTION OF DIRECTORS—Nominees for Election” above.

Allen Wolff was appointedtheir ages, their positions and business experience, and the year of their first election as our chief financialofficers. Each executive officer and executive vice president in January 2016 and has served as chief financial officer since December 2014.From July 2013 until December 2014, Mr. Wolff served asserves at the chief financial strategistdiscretion of PlumDiggity, a privately-heldfinancial and marketing strategy firm that he co-founded. From October 2012 to July 2013, Mr. Wolff served as the chief financial officer of 365 RetailMarkets, a privately-held company in the self-checkout point of sale technology industry, where he also served on its board of directors during such period. From July 2011and holds office until his or her successor is duly elected and qualified or until his or her earlier resignation or removal.

There are no family relationships among any of our directors and executive officers. Charles Cherington and Luba Greenwood were appointed to April 2013,simultaneousthe board pursuant to the terms of the Merger Agreement. There are no other arrangements or understandings with his role at 365 Retail Markets, Mr. Wolff heldanother person under which our directors and officers was or is to be selected as a director or executive officer. Additionally, none of our directors or executive officers is involved in any legal proceeding that requires disclosure under Item 401(f) of Regulation S-K of the leadership role of “Game Changer” at Crowdrise, an online fundraising platform company. Mr. Wolff joined Crowdrise after serving as the chief operating officer and chief financial officer from January 2011 to July 2011 of RetailCapital, LLC, a small business specialty finance company. Mr. Wolff co-founded PaySimple in January 2006 and held various roles including president, chief financial officer, executive vice president and director, from 2006 until he left the company in January 2011. From September 1998 until August 2012, Mr. Wolff was a principal for a casual dining restaurant. Mr. Wolff holds a B.A. from the University of Michigan and an MBA, from the University of Maryland, R.H. Smith School of Business.SEC.

Executive Compensation

Sandra Gurrola was appointed as our vice president of finance in September 2014, and from November 2009 through September 2014, Ms. Gurrola served in various leadership accounting roles including director of accounting, director of financial reporting and compliance, and controller.From July 2007 until April 2009, Ms. Gurrola served as senior manager of financial reporting for Metabasis Therapeutics, Inc., a biotechnology company, and served as a consultant to Metabasis from September 2009 to November 2009. Ms. Gurrola holds a B.A. in English from San Diego State University.

EXECUTIVE OFFICER COMPENSATION

Compensation Processes and Procedures

The N&CG/C Committee isFor 2020 the nominating and corporate governance/compensation committee was responsible for determining the amount and form of compensation paid to our chief executive officer, reviewing and approving all compensation arrangements for our other executive officers, administeringincluding our benefit and equity incentive plans and providing guidance over our organizational structure.Chief Executive Officer. Our chief executive officer presentsChief Executive Officer presented compensation recommendations to the N&CG/C Committeenominating and corporate governance/compensation committee with respect to the executive officers who reportreported to him. The N&CG/C Committee maynominating and corporate governance/compensation committee then could accept or adjust such recommendations. The N&CG/C Committee isnominating and corporate governance/compensation committee was solely responsible for determining the compensation of our chief executive officer’s compensation while ourofficers. The full board of directors participatesparticipated in evaluating the performance of our chief executive officer.officers, except that Allen Wolff, our Chief Executive Officer and a member of the board, does not participate when the board evaluated his performance and he was not present during voting or deliberations regarding his performance or compensation matters. The corporate governance/compensation committee did not engage any outside advisors or experts to assist or advise the corporate governance/compensation committee on any matters relating to executive compensation during 2020 or the hiring of any executive officers during 2020.

For 2021 the compensation committee is responsible for the actions taken by the nominating and corporate governance/compensation committee in 2020. When hiringdetermining executive officers, weofficer compensation, and the various components that comprise it, the compensation committee will evaluate compensation rates by externally comparing viable candidates and referencing current public salaryconsider publicly available executive officer compensation survey data to determine thepresent a competitive compensation package to attract and retain top talent, including an appropriate level of salary, performance-based bonus and/orand equity incentives to present a competitiveincentives. Typically, the compensation package in order to attract and retain top talent. Typically, wecommittee will evaluate between three and five different sources of compensation data to provide relevant market benchmark data for a given executive role. Additionally, the N&CG/C Committee iscompensation committee will be authorized to engage outside advisors and experts to assist and advise the N&CG/C Committeecompensation committee on matters relating to executive compensation. The N&CG/C Committee did not engage any outside advisors or experts to assist or advise the N&CG/C Committee on any matters relating to executive compensation during 2017 or the hiring of any executive officers.

Our Named Executive Officers

Under applicable SEC rules and regulations, all individuals who served as our principal executive officer during 2017,2020, our two most highly compensated executive officers (other than our principal executive officer) who were serving as executive officers at the end of 2017,2020, and up to two additional individuals who would have been one of our top two most highly compensated executive officer had they been serving as an executive officer at the end of 20172020 are referred to as our “named executive officers.” Our named executive officers for 20172020 were:

2017 Named Executive OfficersOfficer Compensation Overview

During 2017,2020 our named executive officers received an annual base salary and were eligible to receive performance-based incentive bonuses. As discussed furtherperformance bonus as described below no such bonuses were awarded, despite performance milestones having been achieved, so that we could invest the cash in other strategic initiatives. Mr. Miller also received severance compensation related to his termination of employment in December 2017. Noneunder “—2020 Incentive Plan.” Neither of our named executive officers receive or are eligible forreceived any perquisites or benefits, other than benefits that are available to our other full-time employees. The employment of each of our named executive officers iswas at-will. During 2017,2020 we did not havehad written employment agreements with anyeach of our named executive officers other thanas described below under “—Employment Agreements with Mr. Krishnan.Named Executive Officers.” Each of the components of our 20172020 executive compensation program is discussed below under the Summary Compensation Table.

Summary Compensation Table

The following table sets forth information concerning compensation during the years ended December 31, 20172020 and 20162019 awarded to, earned by or paid to our named executive officers.

Narrative Explanation of the Summary Compensation Table

Salaries.Salaries

Each of our named executive officers receives a base salary. The base salary is the fixed cash compensation component of our executive compensation program and it recognizes individual performance, time in role, scope of responsibility, leadership skills and experience. The base salary compensates an executive for performing his or her job responsibilities on a day-to-day basis. Generally, base salaries are reviewed annually company-wide and adjusted (upward or downward) when appropriate based upon individual performance, expanded duties, changes in the competitive marketplace and, with respect to upward adjustments, if we are, financially and otherwise, able to pay it. We try to offer competitive base salaries to help attract and retain executive talent.

Non-Equity2019 Interim CEO Performance Incentive Plan Compensation.

In connection with his appointment as interim chief executive officer in September 2019, Allen Wolff was eligible to participate in the 2019 Interim CEO Performance Incentive Plan, under which, for the achievement of each of the performance goals thereunder, we agreed to grant to Mr. Wolff a number of shares of common stock equal to $20,000 divided by the closing price per share of common stock on the date of grant. Upon grant, such shares would be fully vested. The performance goals were related to: (1) the retainment of certain key employees determined by the nominating and corporate governance/compensation committee through at least March 17, 2020; (2) having a target amount of unrestricted cash, as determined and approved by nominating and corporate governance/compensation committee, as of March 17, 2020; and (3) meeting target sales for the Buzztime Basic product offering, as determined and approved by the nominating and corporate governance/compensation committee, by March 31, 2020. In March 2017,2020, the N&CG/C Committeenominating and corporate governance/compensation committee determined that the performance goal related to the retainment of key employees was achieved, and we issued 9,506 shares to Mr. Wolff, representing $20,000 worth of shares of common stock, net of withholding taxes. The value of these shares is reflected in Mr. Wolff’s 2020 compensation in the “Stock Awards” column in the Summary Compensation Table above.

2020 Incentive Plan

On June 1, 2020, the nominating and corporate governance/compensation committee approved the NTN Buzztime, Inc. Executive Incentive Plan for Eligible Employees of NTN Buzztime, Inc. Fiscal Year 2017 (the “20172020, or the 2020 Incentive Plan”).Plan. The 20172020 Incentive Plan permitspermitted the payout of any incentive compensation earned under the plan to be paid, at the discretion and in the sole determination of the N&CG/C Committee,nominating and corporate governance/compensation committee, either in (i)(a) cash, (ii)(b) shares of our common stock issued under the NTN Buzztime, Inc. Amended 20102019 Performance Incentive Plan or (iii)any successor long-term incentive plan, or (c) any combination of (i)(a) and (ii)(b). If incentive compensation iswere paid in shares, the number of shares issued iswas to be determined by dividing the amount earned by the closing stock price of our common stock on the date on which the N&CG/C Committee approvesnominating and corporate governance/compensation committee approved the amount of incentive compensation earned.