As filed with the Securities and Exchange Commission on ~~December 20, 2013~~

August 13, 2021

Registration No. ~~333-__________~~

333-

TABLE OF CONTENTS

		Page
ABOUT THIS PROSPECTUS	i	ii
PROSPECTUS SUMMARY		1
RISK FACTORS	4	2
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS	4	3
~~SECURITIES WE MAY OFFER~~	4
USE OF PROCEEDS		4
SELLING STOCKHOLDERS		4
DESCRIPTION OF ~~COMMON~~CAPITAL STOCK ~~AND PREFERRED STOCK~~	4	5
~~DESCRIPTION OF DEBT SECURITIES~~	8
~~DESCRIPTION OF WARRANTS~~	13
~~DESCRIPTION OF UNITS~~	14
~~LEGAL OWNERSHIP OF SECURITIES~~	15
PLAN OF DISTRIBUTION	17	8
LEGAL MATTERS	19	10
EXPERTS	19	10
~~INFORMATION INCORPORATED BY REFERENCE~~	19
WHERE YOU CAN FIND MORE INFORMATION	20	10

ABOUT THIS PROSPECTUS

This prospectus is part of a registration statement that we filed with the Securities and Exchange Commission, or the SEC, ~~under the Securities Act of 1933, as amended, or the Securities Act,~~ using a “shelf” registration process. Under this shelf registration process, wethe selling stockholders may, from time to time, offer and sell ~~common stock, preferred stock, debt securities or warrants to purchase common stock, preferred stock or debt securities, or any combination of~~ the ~~foregoing, either individually or as units comprised of one or more of the other securities,~~shares described in this prospectus in one or more ~~offerings up~~offerings. Before making your investment decision, we urge you to ~~a total dollar amount~~carefully read this prospectus and all of ~~$25,000,000. We have provided to you~~the information contained in the documents incorporated by reference in this prospectus, ~~a general description~~as well as the additional information described under the headings “Where You Can Find More Information.”

In connection with the offer and sale of securities by the ~~securities we~~selling stockholders, the selling stockholders may ~~offer. Each time we sell securities under this shelf registration, we will, to the extent required by law,~~ provide a prospectus supplement to this prospectus that ~~will contain~~contains specific information about the securities being offered and sold and the specific terms of that offering. We may also authorize one or more free writing prospectuses to be provided to you that may contain material information relating to these offerings. The prospectus supplement ~~and any related~~or free writing prospectus ~~that we may authorize to be provided to you~~ may also add, update or change information contained in this prospectus with respect to that offering. If there is any inconsistency between the information in this prospectus and any applicable prospectus supplement or ~~in any documents that we have incorporated by reference into this prospectus.~~ free writing prospectus, you should rely on the prospectus supplement or free writing prospectus, as applicable.

To the extent there is a conflict between the information contained in this prospectus, on the one hand, and the information contained in any document incorporated by reference in this prospectus, ~~supplement or any related free writing prospectus,~~on the other hand, you should rely on the information in ~~the~~this prospectus, ~~supplement or the related free writing prospectus;~~ provided that if any statement in one of these documents is inconsistent with a statement in another document having a later ~~date —~~ date—for example, a document incorporated by reference in this ~~prospectus or any prospectus supplement or any related free writing prospectus —~~ prospectus—the statement in the document having the later date modifies or supersedes the earlier statement.

We further note that the representations, warranties and covenants made by us in any agreement that is filed as an exhibit to any document that is incorporated by reference in this prospectus were made solely for the benefit of the parties to such agreement, including, in some cases, for the purpose of allocating risk among the parties to such agreement, and should not be deemed to be a representation, warranty or covenant to you. Moreover, such representations, warranties or covenants were accurate only as of the date when made. Accordingly, such representations, warranties and covenants should not be relied on as accurately representing the current state of our affairs.

We have not, and the selling stockholders have not, authorized ~~any dealer, agent or other person~~anyone to ~~give~~provide you with any information or to make any ~~representation~~representations other than ~~those~~that contained in or incorporated by reference in this prospectus, ~~and~~ any ~~accompanying~~ prospectus supplement or in any related free writing prospectus ~~that we may authorize to be provided to you. You must not rely upon any information or representation not contained or incorporated~~filed by ~~reference in this prospectus or an accompanying prospectus supplement.~~us with the Securities and Exchange Commission. This prospectus ~~and the accompanying prospectus supplement, if any, do~~does not constitute an offer to sell or the solicitation of an offer to buy any securities other than the ~~registered~~ securities ~~to which they relate, nor do~~described in this prospectus ~~and the accompanying prospectus supplement constitute~~or an offer to sell or the solicitation of an offer to buy such securities in any ~~jurisdiction to any person to whom it is unlawful to make~~circumstances in which such offer or solicitation ~~in such jurisdiction.~~is unlawful. You should ~~not~~ assume that the information ~~contained~~appearing in this prospectus is accurate only as of the date on its respective cover, that the information appearing in any applicable ~~prospectus supplement or any related~~ free writing prospectus is accurate ~~on any date subsequent to~~only as of the date ~~set forth on the front~~ of ~~the document or~~that free writing prospectus, and that any information ~~we have~~ incorporated by reference is ~~correct on any date subsequent to~~accurate only as of the date of the document incorporated by reference, ~~(as our~~unless we indicate otherwise. Our business, financial condition, results of operations and prospects may have changed materially since ~~that date), even though~~those dates.

References in this prospectus ~~any applicable prospectus supplement or any related free writing prospectus is delivered or securities are sold on a later date.~~

~~As permitted by SEC rules,~~to “our company,” “our,” “us,” “we” and similar terms refer to Brooklyn ImmunoTherapeutics, Inc. and not, unless the ~~registration statement~~context otherwise requires, subsidiaries of ~~which~~Brooklyn ImmunoTherapeutics, Inc.

Unless the context otherwise requires, this prospectus ~~forms~~reflects a ~~part~~one-for-two reverse split of common stock effective as of March 25, 2021.

Our logo design is our trademark. This prospectus also includes ~~additional information not contained~~trademarks, trade names and service marks that are the property of other organizations. For convenience, our logo appears in this ~~prospectus. You may read~~prospectus without the ™ symbol, but those uses are not intended to indicate that ~~registration statement and~~we will not assert, to the ~~other reports we file with the SEC at its web site or at its offices described below~~fullest extent under ~~“Where You Can Find Additional Information.”~~

applicable law, our rights to this trademark.

PROSPECTUS SUMMARY

~~SUMMARY~~

This summary highlights, and is qualified in its entirety by, the more detailed information ~~contained~~included elsewhere in or incorporated by reference ~~into~~in this prospectus. ~~Because this is only a~~This summary it does not contain all of the information that ~~you should consider before investing in our securities.~~may be important to you. You should read and carefully ~~read this~~consider the entire prospectus, ~~including~~especially as described in “Risk Factors,” before deciding to invest in common stock.

Overview

We are a clinical-stage biopharmaceutical company focused on exploring the ~~information contained~~role that cytokine-based therapy can have on the immune system in treating patients with cancer, both as a single agent and in combination with other anti-cancer therapies. We are seeking to develop IRX-2, a novel cytokine-based therapy, to treat patients with cancer. IRX-2 active constituents, namely Interleukin-2 and other key cytokines, are postulated to signal, enhance and restore immune function suppressed by the tumor, thus enabling the immune system to attack cancer cells, unlike existing cancer therapies, which rely on targeting the cancer directly. We also are exploring opportunities to advance oncology, blood disorder, and monogenic disease therapies using gene-editing cell therapy technology through a license with Factor Biosciences Limited and through our acquisition of Novellus, Inc. and its wholly owned subsidiary Novellus Therapeutics Limited.

Corporate Information

We incorporated under the ~~heading "Risk Factors,"~~laws of the State of Delaware in 1984. We changed our name from our initial name Alroy Industries, Inc. to NTN Communications, Inc. in 1985, and ~~all other information included or incorporated by reference into this prospectus in their entirety before you invest in our securities.~~

~~References to "we," "us," "our," "our company," "the Company," and "Buzztime" refers~~then to NTN Buzztime, Inc. in 2005 and ~~its subsidiaries, unless the context requires otherwise.~~

~~Company Overview~~

~~We provide marketing services through interactive game content for hospitality venues that offer the games free~~ to their patrons. We have evolved from a content developer and distributor to an interactive entertainment network provider that helps the hospitality venues that subscribe to our network acquire, engage and retain their patrons. We primarily generate revenues by charging subscription fees for our service to our network subscribers and from the sale of advertising airedBrooklyn ImmunoTherapeutics, Inc. on ~~in-venue screens as well as in conjunction with customized games. Our games are currently available in approximately 3,200 locations in the U.S. and Canada.~~

March 25, 2021. Our principal executive office is located at ~~2231 Rutherford Road, Carlsbad, California 92008,~~140 58th Street, Suite 2100, Brooklyn, New York 11220, and ~~the~~our telephone number ~~at that address~~ is ~~(760) 438-7400.~~(212) 582-1199. Our website address is ~~www.buzztime.com. Except for those filings we make with the Securities and Exchange Commission, or the SEC, that are incorporated by reference in this prospectus, none of the~~www.brooklynitx.com. The information contained on, or that ~~may~~can be accessed through, our website is not a ~~prospectus or constitutes~~ part of orthis prospectus. We have included our website address in this prospectus solely as an inactive textual reference.

Implications of Being a Smaller Reporting Company

We are a “smaller reporting company” because the market value of our stock held by non-affiliates is ~~otherwise incorporated into, this prospectus.~~

~~The Securities We May Offer~~

less than $700 million and our annual revenue was less than $100 million during our most recently completed fiscal year. We may ~~offer~~continue to be a smaller reporting company if either (a) the market value of our stock held by non-affiliates is less than $250 million or (b) our annual revenue was less than $100 million during the most recently completed fiscal year and the market value of our stock held by non-affiliates is less than $700 million. We may continue to rely on exemptions from certain disclosure requirements that are available to smaller reporting companies. For so long as we remain a smaller reporting company, we are permitted and intend to rely on exemptions from certain disclosure and other requirements that are applicable to public companies that are not smaller reporting companies.

The Offering

Common stock offered

All of the shares offered by this prospectus are being sold by the selling stockholders. The selling stockholders consist of the former owners or beneficial owners of Novellus, Inc., who acquired their offered shares in connection with our acquisition of Novellus Inc., the parent of Novellus Therapeutics Limited, in July 2021.

Use of proceeds

We will not receive any proceeds from the sale of shares of ~~our~~ common stock ~~and preferred~~offered by this prospectus.

NYSE American symbol

“BTX”

RISK FACTORS

Investment in common stock ~~various series of debt securities and warrants~~offered pursuant to ~~purchase any of such securities, either individually or in units, with a total value of up to $25,000,000 from time to time under~~ this prospectus ~~together with~~and any applicable prospectus supplement ~~and related free writing prospectus, at prices and on terms to be determined by market conditions at the time of offering. If we issue~~involves risks. Before acquiring any debt securities at a discount from their original stated principal amount, then, for purposes of calculating the total dollar amount of all securities issued under this prospectus, we will treat the initial offering price of the debt securities as the total original principal amount of the debt securities. Each time we offer securities under this prospectus, we will provide offerees with a prospectus supplement that will describe the specific amounts, prices and other important terms of the securities being offered, including, to the extent applicable:

~~designation or classification;~~

~~aggregate principal amount or aggregate offering price;~~

~~maturity, if applicable;~~

~~original issue discount, if any;~~

~~rates and times of payment of interest or dividends, if any;~~

~~redemption, conversion, exchange or sinking fund terms, if any;~~

conversion or exchange prices or rates, if any, and, if applicable, any provisions for changes to or adjustments in the conversion or exchange prices or rates and in the securities or other property receivable upon conversion or exchange;

~~ranking;~~

~~restrictive covenants, if any;~~

~~voting or other rights, if any; and~~

~~important United States federal income tax considerations.~~

The prospectus supplement and any related free writing prospectus that we may authorize to be provided to you may also add, update or change information contained in this prospectus or in documents we have incorporated by reference. However, no prospectus supplement or free writing prospectus will offer a security that is not registered and described in this prospectus at the time of the effectiveness of the registration statement of which this prospectus is a part.

We may sell the securities to or through underwriters, dealers or agents or directly to purchasers. We, as well as any agents acting on our behalf, reserve the sole right to accept and to reject in whole or in part any proposed purchase of securities. Each prospectus supplement will set forth the names of any underwriters, dealers or agents involved in the sale of securities described in that prospectus supplement and any applicable fee, commission or discount arrangements with them, details regarding any over-allotment option granted to them, and net proceeds to us. The following is a summary of the securities we may offer with this prospectus.

~~Common Stock~~

~~We currently have authorized 168,000,000~~such shares of common stock, par value $0.005 per share, of which 78,648,988 shares were issued and outstanding as of December 17, 2013. We may offer shares of our common stock either alone or underlying other registered securities convertible into or exercisable for our common stock. Holders of our common stock are entitled to such dividends as our board of directors may declare from time to time out of legally available funds, subject to the preferential rights of the holders of any shares of our preferred stock that are outstanding or that we may issue in the future. Currently, we do not pay any dividends on our common stock. Each holder of our common stock is entitled to one vote per share. In this prospectus, we provide a general description of, among other things, the rights and restrictions that apply to holders of our common stock.

~~Preferred Stock~~

We currently have authorized 10,000,000 shares of preferred stock, par value $0.005 per share, 5,000,000 of which have been designated as Series A Convertible Preferred Stock, of which 156,112 are outstanding as of December 17, 2013.

Any authorized and undesignated shares of preferred stock may be issued with such rights and powers as the board of directors may designate. Under our restated certificate of incorporation, our board of directors has the authority to issue shares of our preferred stock in one or more series and to fix or alter the rights, preferences, privileges and restrictions granted to or imposed upon any series of preferred stock. The particular terms of each class or series of preferred stock, including redemption privileges, liquidation preferences, voting rights, dividend rights and/or conversion rights, will be more fully described in the applicable prospectus supplement relating to the preferred stock offered thereby.

The rights, preferences, privileges and restrictions granted to or imposed upon any series of preferred stock that we offer and sell under this prospectus and applicable prospectus supplements will be set forth in a certificate of designation relating to the series. We file as an exhibit to the registration statement of which this prospectus is a part, or will incorporate by reference from another report that we file with the SEC, the form of any certificate of designation that describes the terms of any series of preferred stock we offer under this prospectus before the issuance of shares of that series of preferred stock. You should read any prospectus supplement and any free writing prospectus that we may authorize to be provided to you ~~related to the series of preferred stock being offered, as well as the complete certificate of designation that contains the terms of the applicable series of preferred stock.~~

~~Debt Securities~~

We may offer general debt obligations, which may be secured or unsecured, senior or subordinated and convertible into shares of our common stock. In this prospectus, we refer to the senior debt securities and the subordinated debt securities together as the “debt securities.” We may issue debt securities under a note purchase agreement or under an indenture to be entered between us and a trustee; forms of the senior and subordinated indentures are included as an exhibit to the registration statement of which this prospectus is a part. The indentures do not limit the amount of securities that may be issued under it and provides that debt securities may be issued in one or more series. The senior debt securities will have the same rank as all of our other indebtedness that is not subordinated. The subordinated debt securities will be subordinated to our senior debt on terms set forth in the applicable prospectus supplement. In addition, the subordinated debt securities will be effectively subordinated to creditors and preferred stockholders of our subsidiaries. Our board of directors will determine the terms of each series of debt securities being offered. This prospectus contains only general terms and provisions of the debt securities. The applicable prospectus supplement will describe the particular terms of the debt securities offered thereby. You should read any prospectus supplement and any free writing prospectus that we may authorize to be provided to you related to the series of debt securities being offered, as well as the complete note agreements and/or indentures that contain the terms of the debt securities. Forms of indentures have been filed as exhibits to the registration statement of which this prospectus is a part, and supplemental indentures and forms of debt securities we offer under this prospectus will be filed as exhibits to the registration statement of which this prospectus is a part, or will be incorporated by reference from another report we file with the SEC.

~~Warrants~~

We may offer warrants for the purchase of shares of our common stock or preferred stock or of debt securities. We may issue the warrants by themselves or together with common stock, preferred stock or debt securities, and the warrants may be attached to or separate from any offered securities. Each series of warrants will be issued under a separate warrant agreement to be entered into between us and the investors or a warrant agent. Our board of directors will determine the terms of the warrants. This prospectus contains only general terms and provisions of the warrants. The applicable prospectus supplement will describe the particular terms of the warrants being offered thereby. You should read any prospectus supplement and any free writing prospectus that we may authorize to be provided to you related to the series of warrants being offered, as well as the complete warrant agreements that contain the terms of the warrants. Specific warrant agreements will contain additional important terms and provisions and we will file as an exhibit to the registration statement of which this prospectus is a part, or will incorporate by reference from another report we file with the SEC, the form of each warrant agreement relating to the warrants offered under this prospectus.

~~Units~~

We may offer units consisting of our common stock or preferred stock, debt securities and/or warrants to purchase any of these securities in one or more series. We may evidence each series of units by unit certificates that we will issue under a separate agreement. We may enter into unit agreements with a unit agent. Each unit agent will be a bank or trust company that we select. We will indicate the name and address of the unit agent in the applicable prospectus supplement relating to a particular series of units. This prospectus contains only a summary of certain general features of the units. The applicable prospectus supplement will describe the particular features of the units being offered thereby. You should read any prospectus supplement and any free writing prospectus that we may authorize to be provided to you related to the series of units being offered, as well as the complete unit agreements that contain the terms of the units. Specific unit agreements will contain additional important terms and provisions and we will file as an exhibit to the registration statement of which this prospectus is a part, or will incorporate by reference from another report we file with the SEC, the form of each unit agreement relating to the units offered under this prospectus.

~~RISK FACTORS~~

~~Investing in our securities involves a high degree of risk. You~~ should carefully consider the risk factors ~~set forth under “Risk Factors” in Item 1A of~~incorporated by reference to our ~~annual report~~most recent Annual Report on Form 10-K ~~for the year ended December 31, 2012, which is incorporated~~and any subsequent Quarterly Reports on Form 10-Q or Current Reports on Form 8-K filed by ~~reference in this prospectus, together with~~us, and all other information contained or incorporated by reference ininto this prospectus, as ~~may be~~ updated by our ~~subsequent~~ filings under the Securities Exchange Act of 1934, ~~as amended,~~ or the Exchange Act, and the risk factors and other information contained in ~~any~~the applicable prospectus supplement and in any ~~related~~applicable free writing prospectus in connection with a specific offering, before deciding whether to purchase any of the securities being registered pursuant to the registration statement of which this prospectus is a part. Each of the risk factors could adversely affect our business, operating results and financial condition, as well as adversely affect the value of an investment in our securities, and theprospectus. The occurrence of any of these risks might cause you to lose all or part of your ~~investment. Additional risks and uncertainties that we do not presently know about or that we currently believe are not material may also adversely affect our business.~~investment in the offered securities.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus and the ~~documents~~information incorporated by reference ~~herein contain, or will contain, "forward-looking statements"~~in this prospectus include “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, or the Securities Act, and Section 21E of the Exchange ~~Act,~~Act. These statements are based on expectations, estimates, forecasts and projections about the industry in which ~~include information relating to future events, future financial performance, strategies, expectations~~we operate and ~~competitive environment. Words such as "believes," "anticipates," "estimates," "expects," "projections," "may," "potential," "plan," "continue"~~the beliefs and assumptions of management. The words “anticipate,” “believe,” “goals,” “seek,” “estimate,” “expect,” “hypothesize,” “intend,” “may,” “might,” “plan,” “predict,” “project,” “target,” “potential,” “will,” “would,” “could,” “should,” “continue” and similar expressions are intended to identify forward-looking statements, ~~but are~~although not ~~the exclusive means of identifying forward-looking statements. All statements, other than statements of historical fact, are statements that could be deemed~~all forward-looking statements including but not limited to statements regarding our future financial performance or position, our business strategy, plans or expectations, and our objectives for future operations, including relating to our products and services. Forward-looking statements are inherently subject to risks and uncertainties and our actual results and outcomes may be materially different from those expressed or implied by the forward-looking statements. Our actual results and outcomes may differ materially from those projected in thecontain these identifying words. The forward-looking statements ~~due to risks and uncertainties that exist in our operations, development efforts and business environment, including those set forth under the heading "Risk Factors"~~ in this prospectus and the information incorporated by reference in this prospectus include statements about:

our plans to develop and commercialize IRX-2 and other product candidates, including the potential benefits thereof;

our ongoing and future clinical trials for IRX-2, whether conducted by us or by any future collaborators, including the timing of initiation of these trials and of the anticipated results;

our plans to advance oncology, blood disorder, and monogenic disease therapies through gene-editing cell therapy technology;

our expectations regarding our ability to fund our operating expenses and capital expenditure requirements with our cash, cash equivalents and investments;

our estimates regarding expenses, future revenue, capital requirements and needs for additional financing;

the timing of and our ability to obtain and maintain marketing approvals for our product candidates;

the rate and degree of market acceptance and clinical utility of any products for which we receive marketing approval;

our commercialization, marketing and manufacturing capabilities and strategy;

our intellectual property position and strategy;

our ability to identify additional product candidates with significant commercial potential;

our plans to enter into collaborations for the development and commercialization of product candidates;

potential benefits of any future collaboration;

developments relating to our competitors and our industry;

the impact of government laws and regulations;

the impact the coronavirus pandemic will have on the timing of our clinical development and operations;

our ability to continue as a going concern;

our ability to maintain our listing on the NYSE American.

We may not actually achieve the plans, intentions or expectations disclosed in our forward-looking statements, and you should not place undue reliance on our forward-looking statements. Actual results or events could differ materially from the plans, intentions and expectations disclosed in our forward-looking statements. We have included important factors in the cautionary statements included, or incorporated by reference, in this prospectus, particularly in “Risk Factors,” that we believe could cause actual results or events to differ materially from our forward-looking statements. You should also carefully review the risk factors and cautionary statements described in the other documents we file from time to time with the SEC that are incorporated in this prospectus by reference, ~~herein. We cannot guarantee future results, levels of activity, performance or achievements. Readers are urged not to place undue reliance~~specifically our most recent Annual Report on ~~these~~Form 10-K, our Quarterly Reports on Form 10-Q and our Current Reports on Form 8-K. Our forward-looking statements do not reflect the potential impact of any future acquisitions, mergers, dispositions, collaborations, joint ventures or investments to which ~~speak only as of the date of~~we may be a party.

You should read this prospectus, ~~or for forward-looking statements in other~~the documents ~~we file with the SEC that are~~ incorporated by reference ~~herein, as of~~in this prospectus and the ~~date of such document. Except as required by law, we do not undertake any obligation to revise or update any such forward-looking statement to reflect future events or circumstances.~~

~~SECURITIES WE MAY OFFER~~

We may offer shares of common stock, shares of preferred stock, debt securities or warrants to purchase common stock, preferred stock or debt securities, or any combination of the foregoing, either individually or as units comprised of one or more of the other securities. We may offer up to $25,000,000 of securities under this prospectus. If securities are offered as units, we will describe the terms of the units in a prospectus supplement.

~~USE OF PROCEEDS~~

Except as described in any prospectus supplement and any free writing prospectus in connection with a specific offering, we currently intend to use the net proceeds from the sale of the securities for working capital and other general corporate purposes. We may also use the net proceeds to repay any debts and/or invest in or acquire complementary businesses, products or technologies, althoughdocuments that we have ~~no current commitments or agreements with respect~~filed as exhibits to any such investments or acquisitions as of the date of this prospectus. We have not determined the amount of net proceeds to be used specifically for the foregoing purposes. If a material part of the net proceeds is to be used to repay indebtedness, we will set forth the interest rate and maturity of such indebtedness in a prospectus supplement. As a result, our management will have broad discretion in the allocation of the net proceeds and investors will be relying on the judgment of our management regarding the application of the proceeds of any sale of the securities. Pending use of the net proceeds, we intend to invest the proceeds in short-term, investment-grade, interest-bearing instruments.

~~We may set forth additional information on the use of net proceeds from the sale of securities we offer under this prospectus in a prospectus supplement relating to the specific offering.~~

~~DESCRIPTION OF COMMON STOCK AND PREFERRED STOCK~~

The following description of our common stock and preferred stock, together with any additional information we include in any applicable prospectus supplement or any related free writing prospectus, summarizes the material terms and provisions of our common stock and the preferred stock that we may offer under this prospectus. While the terms we have summarized below will apply generally to any future common stock or preferred stock that we may offer, we will describe the particular terms of any class or series of these securities in more detail in the applicable prospectus supplement. For the complete terms of our common stock and preferred stock, please refer to our restated certificate of incorporation and our bylaws that are incorporated by reference into the registration statement of which this prospectus isforms a part orcompletely and with the understanding that our actual future results may be materially different from what we expect. The forward-looking statements contained in this prospectus and incorporated by reference in this prospectus are made as of the respective dates thereof, and we do not assume any obligation to update any forward-looking statements except as required by applicable law.

USE OF PROCEEDS

All of the shares of common stock offered by this prospectus are being offered by the selling stockholders. For information about the selling stockholders, see “Selling Stockholders.” We will not receive any proceeds from the sale of shares by the selling stockholders.

The selling stockholders will pay any underwriting discounts and commissions and expenses incurred by the selling stockholders for brokerage, accounting, tax or legal services or any ~~applicable prospectus supplement. The terms of these securities may also be affected~~other expenses incurred by the ~~General Corporation Law~~selling stockholders in disposing of ~~Delaware.~~the offered shares. We will bear all other costs, fees and expenses incurred in effecting the registration of the shares covered by this prospectus, including all registration and filing fees and fees and expenses of our counsel and our accountants.

SELLING STOCKHOLDERS

We issued the shares of common stock covered by this prospectus to the former owners or beneficial owners of Novellus, Inc., in connection with our acquisition of Novellus Inc., the parent of Novellus Therapeutics Limited in July 2021. We are filing the registration statement of which this prospectus forms a part pursuant to the provisions of the registration rights agreement we entered into with the selling stockholders on July 16, 2021. The selling stockholders may, from time to time, offer and sell pursuant to this prospectus up to 6,281,454 shares of common stock that we issued to the selling stockholders in connection with our acquisition of Novellus, Inc. The selling stockholders may sell some, all or none of the shares of common stock acquired in connection with the acquisition. We cannot estimate or predict how long the selling stockholders will hold shares of common stock before selling them, and we have no agreements, arrangements or understandings with the selling stockholders regarding the sale of any of the shares. See “Plan of Distribution.”

Beneficial ownership is determined in accordance with the rules of the SEC and includes voting or investment power with respect to shares of common stock. The percentages of shares of common stock owned are based on 51,729,612 shares of common stock outstanding as of August 12, 2021. The information in the table below with respect to the selling stockholder has been obtained from the selling stockholder. Unless otherwise indicated below, the address of each beneficial owner listed in the table below is c/o Brooklyn ImmunoTherapeutics, Inc., 140 58th Street, Suite 2100, Brooklyn, New York 11220.

We may amend or supplement this prospectus from time to time in the future to update or change this selling stockholders list and the securities that may be resold.

	Shares Beneficially Owned Before Offering		Shares to be Sold Pursuant to Offering	Shares Beneficially Owned After Offering
Name of Selling Stockholder	Number	Percentage	Shares to be Sold Pursuant to Offering	Number	Percentage
JPG Investments, LLC⁽¹⁾	250,000	*	250,000	—	—%
Leonard Mazur	1,815,362	3.5%	1,815,362	—	—
Novellus LLC⁽²⁾⁽³⁾	4,216,092	8.2	4,216,092	—	—

*	Less than 1%

(1)

Robert E. Grant, Richard E. Grant and Michael J. Grant may be deemed beneficial owners of the shares of common stock owned by JPG Investments, LLC. Messers Grant have shared voting and investment power over the shares being offered under this prospectus. Messers. Grant each disclaim beneficial ownership except to the extent of each of their pecuniary interest therein.

(2)	Matthew Angel and Christopher Rohde may be deemed to be beneficial owners of all of the shares of common stock owned by Novellus LLC. Messrs. Angel and Rohde have shared voting and investment power over the shares being offered under this prospectus.

(3)

Shares of common stock owned by Novellus LLC include (a) 2,392,403 shares intended for distribution Factor Bioscience, Inc., (b) 556,803 shares intended for distribution to Matthew Angel and (c) 803,785 shares intended for distribution to Christophe Rohde. Factor Biosciences, Inc. and Messers. Angel and Rohde have entered into lock-up agreements with respect to 3,377,690 shares of common stock covered by this prospectus. Each lock-up agreement extends for a period of three years, provided that up to 75% of the shares of common stock subject to the lock-up agreement may be released from the lock-up restrictions earlier if the price of common stock on the NYSE American stock exchange exceeds specified thresholds. The lock-up agreements include customary exceptions for transfers during the applicable lock-up period.

DESCRIPTION OF CAPITAL STOCK

General

The following description of our capital stock is intended as a summary ~~below~~only and ~~that contained in any applicable prospectus supplement or any related free writing prospectus are~~therefore is not complete. This description is based upon, and is qualified ~~in their entirety~~ by reference to, our ~~restated~~ certificate of incorporation and bylaws, each as amended from time to time, and by applicable provisions of the Delaware General Corporation Law. You should read our ~~bylaws.~~

certificate of incorporation and bylaws, which are filed as exhibits to the registration statement of which this prospectus forms a part, for the provisions that are important to you.

~~Common Stock~~

~~We are~~Our authorized ~~to issue 168,000,000~~capital stock consists of 100,000,000 shares of common stock, par value $0.005 per share, ~~of which 78,648,988 shares were issued~~ and ~~outstanding as of December 17, 2013. Additional~~1,000,000 shares of ~~authorized common~~preferred stock, ~~may be issued,~~par value $0.005 per share. A total of 156,112 shares of preferred stock have been designated as ~~authorized~~Series A convertible preferred stock. The following description of our capital stock and provisions of our certificate of incorporation and bylaws are summaries and are qualified by reference to our ~~board~~certificate of ~~directors from time to time, without stockholder approval, except as may be required by applicable securities exchange requirements. The holders~~incorporation and bylaws. As of August 12, 2021, 51,729,612 shares of common stock ~~possess exclusive voting rights in us, except to the extent our board~~were outstanding and 156,112 shares of ~~directors specifies voting power with respect to any other class of securities issued in the future.~~Series A convertible preferred stock were outstanding.

Common Stock

Voting Rights. Each holder of ~~our~~ common stock is entitled to one vote for each share ~~held of record~~ on ~~each matter~~all matters submitted to a vote of the stockholders, including the election of directors. Votes may be cast in person or by proxy. Stockholders do not have ~~any right~~cumulative voting rights with respect to ~~cumulate votes in the~~ election of directors.

~~Subject to preferences that may be granted to the holders~~

Dividends. Holders of ~~preferred stock, each holder of our~~ common stock isare entitled to ~~share ratably in distributions to stockholders and to~~ receive ~~ratably such~~proportionately any dividends as may be declared and paid on common stock from funds lawfully available therefor as and when determined by ~~our~~the board of directors, ~~out~~subject to any preferential dividend rights of ~~funds legally available therefor.~~outstanding preferred stock.

Liquidation and Dissolution. In the event of our liquidation ~~dissolution~~ or ~~winding up,~~dissolution, the holders of ~~our~~ common stock ~~will be~~are entitled to receive proportionately all assets available for distribution to stockholders after the payment of all ~~of our~~ debts and other liabilities and ~~of all sums~~subject to ~~which holders~~the prior rights of any outstanding preferred ~~stock may be entitled, the distribution of any of our remaining assets.~~stock.

Other Rights. Holders of ~~our~~ common stock have no preemptive, subscription, redemption or conversion ~~exchange, sinking fund or redemption~~rights. The rights, preferences and ~~have no preemptive rights to subscribe for any~~privileges of ~~our securities.~~

~~All~~holders of ~~the outstanding shares of our~~ common stock are ~~fully paid~~subject to and ~~non-assessable. The~~may be adversely affected by the rights of the holders of shares of any series of preferred stock. Outstanding shares of common stock ~~offered by this prospectus or upon the conversion~~are non-assessable. Holders of ~~any preferred stock or debt securities or exercise of any warrants offered pursuant to this prospectus, when issued and paid for, will also be, fully paid and non-assessable.~~

~~Securities Exchange Listing~~

~~Our~~ common stock ~~is listed on the NYSE MKT under the symbol “NTN.”~~

~~Transfer Agent~~are not, and ~~Registrar~~

~~The transfer agent and registrar for our common stock is American Stock Transfer & Trust Company.~~

~~Preferred Stock~~

~~We currently have authorized 10,000,000 shares of preferred stock, par value $0.005 per share, 5,000,000 of which have been designated~~will not be, subject to any liability as stockholders.

Series A Convertible Preferred Stock ~~of which 156,112 are outstanding as of December 17, 2013.~~

~~Pursuant to our restated certificate of incorporation, our board of directors has the authority to provide for the issuance, in one or more series, of our authorized~~

Voting Rights. Series A convertible preferred stock has no voting rights.

Dividends. The holders of Series A convertible preferred stock are entitled to receive cumulative dividends of $0.10 per share per annum, payable semiannually in equal installments of $0.05 per share on June 1 and December 1 of each year.

Liquidation and Dissolution. Upon liquidation, dissolution and winding up, each share of Series A convertible preferred stock will have preference over common stock to ~~fix~~the extent of $1.00 per share, but will not otherwise be entitled to share in the proceeds of any liquidation, dissolution or ~~alter~~winding up. The preference or subordination of the rights ~~preferences, privileges and restrictions granted to or imposed upon any series~~ of ~~our preferred stock. The rights, privileges, preferences and restrictions of any such series of our~~Series A convertible preferred stock ~~may be subordinated to, pari passu with (including, without limitation, inclusion in provisions~~ with respect to ~~liquidation and acquisition preferences, redemption~~any other class of stock, or ~~approval of matters by vote or written consent), or senior to~~ any ~~of those of any present or future class or~~other series of preferred stock, shall be as stated in the instrument defining the rights of such other class or series.

Conversion Rights. Shares of Series A convertible preferred stock are convertible at any time at the option of the holder into a number of duly authorized, validly issued, fully paid and nonassessable shares of common ~~stock. Our board of directors is also expressly authorized~~stock equal to ~~increase or decrease~~ the number of shares of ~~any series prior or subsequent to the issue of that series, but not below the number of shares of such series then outstanding. The issuance of~~Series A convertible preferred stock surrendered for conversion divided by the conversion rate, which is approximately 3.7033 as of August 12, 2021 and which is subject to certain adjustments. No fractional shares shall be issued upon conversion of Series A convertible preferred stock, and any portion of a share of Series A convertible preferred stock that would otherwise be convertible into a fractional share shall be paid in cash in the amount of the liquidation preference of the fractional share. No payment or adjustment shall be made upon any conversion on account of any cash dividends on the common stock issued upon such conversion.

Provisions of Our Certificate of Incorporation and Bylaws and Delaware General Corporation Law may have Anti-Takeover Effects

Our certificate of incorporation and bylaws and the Delaware General Corporation Law contain provisions that could have the effect of ~~decreasing the market price~~delaying, deferring or discouraging another party from acquiring control of our common stock and may adversely affect the voting power of holders of our common stock and reduce the likelihood that holders of our common stock will receive dividend payments and payments upon liquidation.

The particular terms of each class or series of preferred stock that we may offer under this prospectus, including redemption privileges, liquidation preferences, voting rights, dividend rights and/or conversion rights, will be more fully described in the applicable prospectus supplement relating to the preferred stock offered thereby. The rights, preferences, privileges and restrictions of the preferred stock of each series will be fixed by the certificate of designation relating to each series. We will incorporate by reference into the registration statement ofus. These provisions, which ~~this prospectus is a part the form of any certificate of designation that describes the terms of the series of preferred stock we~~ are offering before the issuance of the related series of preferred stock. The applicable prospectus supplement will specify the terms of the series of preferred stock we may offer, including, but not limited to:

~~the distinctive designation and the maximum number of shares in the series;~~

~~the number of shares we are offering and purchase price per share;~~

~~the liquidation preference, if any;~~

~~the terms on which dividends, if any, will be paid;~~

~~the voting rights, if any, on the shares of the series;~~

~~the terms and conditions, if any, on which the shares of the series shall be convertible into, or exchangeable for, shares of any other class or classes of capital stock;~~

~~the terms on which the shares may be redeemed, if at all;~~

~~any listing of the preferred stock on any securities exchange or market;~~

~~a discussion of any material or special United States federal income tax considerations applicable to the preferred stock; and~~

~~any or all other preferences, rights, restrictions, including restrictions on transferability, and qualifications of shares of the series.~~

~~The issuance of preferred stock may delay, deter or prevent a change in control.~~

The description of preferred stock above and the description of the terms of a particular series of preferred stock in any applicable prospectus supplement are not complete. You should refer to the applicable certificate of designation for complete information.

The Delaware General Corporation Law, or the DGCL, provides that the holders of preferred stock will have the right to vote separately as a class on any proposal involving fundamental changes in the rights of holders of that preferred stock. This right is in addition to any voting rights that may be provided for in the applicable certificate of designation.

~~Anti-Takeover Effects of Provisions of our Charter Documents and Delaware Law~~

Provisions of the DGCL, our restated certificate of incorporation and our bylaws could make it more difficult to acquire us by means of a tender offer, a proxy contest or otherwise, or to remove incumbent officers and directors. These provisions, summarized below, are expected to discourage ~~certain types of~~ coercive takeover practices and inadequate takeover bids ~~that our board of directors may consider inadequate~~ and are designed in part to encourage persons seeking to acquire control of us to first negotiate with ~~our~~the board of directors. ~~We believe that the benefits~~

Number of increased protection of our ability to negotiate with the proponent of an unfriendly or unsolicited proposal to acquire or restructure us outweigh the disadvantages of discouraging takeover or acquisition proposals because, among other things, negotiation of these proposals could result in an improvement of their terms. This summary does not purport to be complete and is qualified in its entirety by reference to the DGCL and our restated certificate of incorporation and bylaws.

~~Certificate of Incorporation and Bylaws~~

~~Preferred Stock~~. Under our restated certificate of incorporation, our board of directors has the power to authorize the issuance of up to 10,000,000 shares of preferred stock, and to determine the price, rights, preferences, privileges and restrictions, including voting rights, of those shares without further vote or action by our stockholders. As of December 17, 2013, 5,000,000 shares of our authorized preferred stock have been designated as Series A Convertible Preferred Stock, of which 156,112 are outstanding.

~~The issuance of preferred stock may:~~

~~delay, defer or prevent a change in control;~~

~~discourage bids for our common stock at a premium over the market price of our common stock;~~

~~adversely affect the voting and other rights of the holders of our common stock; and~~

discourage acquisition proposals or tender offers for our shares and, as a consequence, inhibit fluctuations in the market price of our shares that could result from actual or rumored takeover attempts.

~~Advance Notice Requirement~~. Stockholder nominations of individuals for election to our board of directors and stockholder proposals of other matters to be brought before an annual meeting of our stockholders must comply with the advance notice procedures set forth in our bylaws. Our bylaws provide that advance notice of a stockholder’s proposal must be delivered to our secretary at our principal executive offices not less than 90 calendar days or more than 120 calendar days in advance of the anniversary of the date the proxy statement for the previous year’s annual meeting of stockholders was released to our stockholders. However, our bylaws also provide that in the event that no annual meeting was held in the previous year or the date of the annual meeting is advanced by more than 30 days or delayed by more than 30 days after the anniversary of the previous year’s annual meeting, this advance notice must be received no later than the close of business on the later of the 90th day before such annual meeting or the 10th day following the day on which public announcement of the date of such meeting is first made.

Directors; Vacancies

~~Special Meeting Requirements~~. Our ~~restated~~ certificate of incorporation provides that ~~except as required~~the number of directors is established by ~~law, special meetings of stockholders may be called only by our~~the board of directors, ~~acting pursuant~~which may delay the ability of stockholders to ~~a resolution adopted by~~change the composition of a majority of the ~~entire~~board. The board ~~of directors.~~

~~Stockholder Action by Written Consent.~~~~Our restated certificate of incorporation provides that stockholder action must be effected at~~has the exclusive right to elect a ~~duly called annual~~director to fill any vacancy or ~~special meeting of stockholders and may not be effected by written consent of stockholders.~~

~~No Cumulative Voting~~~~. Our restated certificate of incorporation does not include a provision for cumulative voting for directors.~~

~~Indemnification~~. Our restated certificate of incorporation and our bylaws provide that we will indemnify our officers and directors against losses as they incur in investigations and legal proceedings resulting from their services to us, which may include service in connection with takeover defense measures.

newly created directorship.

Removal of ~~Directors; Vacancies~~~~. Our bylaws provide that directors~~Directors

A director may be removed ~~from office, with our without cause,~~ only by the affirmative vote of the holders of at least 80% of our common stock, and that vacancies on our board of directors shall be filled solely by the affirmative vote of the majority of the remaining directors then in office, even though less than a quorum of our board of directors.

~~Amending our Bylaws and Certain Provisions of our Restated Certificate of Incorporation~~~~. The stockholder vote required to amend or repeal the provisions in our bylaws is at least 66.6% of~~ the voting power of ~~our common stock. The stockholder~~all shares entitled to vote ~~required to alter, amend or repeal~~generally in the ~~provisions in our restated~~election of directors, voting together as a single class.

Stockholder Action by Written Consent; Special Meetings

Our certificate of incorporation ~~requiring~~provides that any action required or permitted to be taken by our stockholders must be effected at a duly called annual or special meeting of such holders and may not be effected by any consent in writing by such holders. Our certificate of incorporation and bylaws also provide that, except as otherwise required by law, special meetings of our stockholders can only be called ~~only~~ by ~~our~~the board of ~~directors and prohibiting stockholder action by written consent~~directors. These provisions may delay the ability of our stockholders to force consideration of a proposal or to ~~adopt any provision inconsistent with such provisions is~~take action, including the removal of directors.

Advance Notice Requirements for Stockholder Proposals

Our bylaws establish an advance notice procedure for stockholder proposals to be brought before an annual meeting of stockholders, including proposed nominations of persons for election to the board of directors. Stockholders at ~~least 80%~~an annual meeting may consider proposals or nominations specified in the notice of meeting or brought before the meeting by or at the direction of the ~~voting power~~board or by a stockholder of record on the record date for the meeting who is entitled to vote at the meeting and who has delivered timely written notice in proper form to our secretary of the stockholder’s intention to bring such business before the meeting. These provisions could have the effect of delaying until the next stockholder meeting stockholder actions that are favored by the holders of a majority of our ~~common stock.~~

outstanding voting securities.

Delaware ~~Anti-Takeover~~Business Combination Statute

We are subject to Section 203 of the ~~DGCL, an anti-takeover law. In general,~~Delaware General Corporation Law. Subject to certain exceptions, Section 203 ~~prohibits, with some exceptions,~~prevents a publicly held Delaware corporation from engaging in a “business combination” with any “interested stockholder” for ~~a period of~~ three years following the date that ~~stockholder~~the person became an interested stockholder, ~~unless:~~

~~prior to that date,~~unless the interested stockholder attained such status with the approval of the board of directors ~~of the corporation approved either the business combination~~ or ~~the transaction that resulted in the stockholder becoming an interested stockholder;~~

upon consummation of the transaction that resulted in the stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of the voting stock of the corporation outstanding at the time the transaction commenced, excluding for purposes of determining the number of shares of voting stock outstanding (but not the voting stock owned by the interested stockholder) those shares owned by persons who are directors and officers and by excluding employee stock plans in which employee participants do not have the right to determine whether shares held subject to the plan will be tendered in a tender or exchange offer; or

~~on or subsequent to that date,~~unless the business combination is approved in a prescribed manner. A “business combination” includes, among other things, a merger or consolidation involving us and the “interested stockholder” and the sale of more than 10% of our assets. In general, an “interested stockholder” is any entity or person beneficially owning 15% or more of our outstanding voting stock and any entity or person affiliated with or controlling or controlled by such entity or person.

Certificate of Incorporation or Bylaws

Any provision of our certificate of incorporation may be amended, altered, changed or repealed in any manner prescribed by law, provided that (a) the affirmative vote of the holders of at least 80% of the voting power of all shares entitled to vote generally in the election of directors, voting together as a single class, is required to alter, amend, or repeal, or adopt any provision inconsistent with Article X of the certificate of incorporation, which contains the prohibition on stockholder action by written consent and the requirement that special meetings be called only by the board of directors, and (b) Article XI of the ~~corporation and authorized~~certificate of incorporation, which provides that, subject to certain exceptions, no purchase by or from any Controlling Person (as defined below) of shares of our stock owned by such

Controlling Person shall be made at ~~an annual or special meeting~~a price exceeding the average price paid by such Controlling Person for all shares of ~~stockholders, and not~~our stock acquired by ~~written consent,~~such Controlling Person during the two-year period preceding the date of such proposed purchase unless such purchase is approved by the affirmative vote of not less than a majority of the voting power of the shares of our stock entitled to vote held by Disinterested Stockholders (as defined below), may not be amended without the affirmative vote of not less than a majority of the our stock entitled to vote thereon, provided that if, at the time of such vote, there shall be one or more Controlling Persons, such affirmative vote shall include the affirmative vote in favor of such amendment of not less than a majority of the voting power of the shares of our stock entitled to vote thereon held by Disinterested Stockholders. “Controlling Person” means any individual, corporation, partnership, trust, association or other organization or entity (including any group formed for the purpose of acquiring, voting or holding our securities) which either directly, or indirectly through one or more intermediaries, owns, beneficially or of record, or controls by agreement, voting trust or otherwise, at least 10% of the voting power of stock, and such term also includes any corporation, partnership, trust, association or other organization or entity in which one or more Controlling Persons have the power, through the ownership of voting securities, by contract, or otherwise, to influence significantly any of the management, activities or policies of such corporation, partnership, trust, association, other organization or entity. “Disinterested Stockholders” means those holders of stock entitled to vote on any matter, none of which is a Controlling Person.

The board may, by majority vote, amend or repeal our bylaws and may adopt new bylaws.

Our stockholders may not adopt, amend, or repeal our bylaws or adopt new bylaws except by the vote or written consent of at least 66-2/3% of the ~~outstanding~~ voting ~~stock~~power of our company.

Exclusive Forum Selection

Our bylaws provide that, isunless we consent in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware (or if the Court of Chancery does not ~~owned~~have jurisdiction, the federal district court for the District of Delaware) shall be the sole and exclusive forum for (a) any derivative action or proceeding brought on our behalf, (b) any action asserting a claim of breach of a fiduciary duty owed by any of our directors or officers to our company or stockholders, (c) any action asserting a claim against us arising pursuant to any provision of the Delaware General Corporation Law or our certificate of incorporation or amended and restated bylaws, or (d) any action asserting a claim against us governed by the ~~interested stockholder.~~

~~Section 203 defines “business combination”~~internal affairs doctrine. We do not expect this choice of forum provision will apply to ~~include~~suits brought to enforce a duty or liability created by the Securities Act, the Exchange Act or any other claim for which federal courts have exclusive jurisdiction. Although our bylaws contain the choice of forum provision described above, it is possible that a court could rule that such a provision is inapplicable for a particular claim or action or that such provision is unenforceable.

Authorized but Unissued Shares

Our authorized but unissued shares of common stock and preferred stock are available for future issuance without stockholder approval, subject to any limitations imposed by the listing requirements of the ~~following:~~

~~any~~NYSE American. These additional shares may be used for a variety of corporate finance transactions, acquisitions and employee benefit plans. The existence of authorized but unissued and unreserved common stock and preferred stock could make it more difficult or discourage an attempt to obtain control of us by means of a proxy contest, tender offer, merger or ~~consolidation involving~~otherwise.

Stock Options and Restricted Stock Units

As of August 12, 2021, we had outstanding options to purchase 3,436,748 shares of common stock at a weighted average price $8.54 per share and 140,990 outstanding restricted stock units with a weighted average intrinsic value of $17.25 per share.

Listing on the ~~corporation~~NYSE American

The common stock is listed on the NYSE American under the symbol “BTX.”

Transfer Agent and Registrar

The transfer agent and registrar for the ~~interested stockholder;~~common stock is American Stock Transfer & Trust Company, LLC.

~~any sale, transfer, pledge or other disposition of 10% or more of the assets of the corporation involving the interested stockholder;~~

PLAN OF DISTRIBUTION

~~subject to certain exceptions, any transaction that results in the issuance or transfer~~The shares covered by ~~the corporation of any stock of the corporation to the interested stockholder;~~

any transaction involving the corporation that has the effect of increasing the proportionate share of the stock of any class or series of the corporation beneficially owned by the interested stockholder; or

~~the receipt by the interested stockholder of the benefit of any loans, advances, guarantees, pledges or other financial benefits provided by or through the corporation.~~

In general, Section 203 defines an “interested stockholder” as any person who, together with the person’s affiliates and associates, beneficially owns, or within three years prior to the determination of interested stockholder status did beneficially own, 15% or more of the outstanding voting stock of the corporation.

~~The above provisions may deter a hostile takeover or delay a change in control of management or us.~~

~~DESCRIPTION OF DEBT SECURITIES~~

~~General~~

~~The debt securities that we may issue may constitute debentures, notes, bonds or other evidences of indebtedness of our company, and~~this prospectus may be ~~issued in one or more series, which may include senior debt securities, subordinated debt securities~~offered and senior subordinated debt securities. The particular terms of any series of debt securities we may offer, including the extent to which the general terms set forth below may be applicable to a particular series, will be described in a prospectus supplement relating to such series.

Debt securities that we may issue may be issued under a senior indenture between us and a trustee, or a subordinated indenture between us and a trustee (collectively, the “indentures”). We have filed forms of the indentures as exhibits to the registration statement of which this prospectus is a part. Supplemental indentures and forms of debt securities containing the terms of the debt securities being offered will be filed as exhibits to the registration statement of which this prospectus is a part or will be incorporated by reference from reports that we file with the SEC.

THE FOLLOWING DESCRIPTION IS A SUMMARY OF THE MATERIAL PROVISIONS OF THE INDENTURES. IT DOES NOT RESTATE THE INDENTURES IN THEIR ENTIRETY. THE INDENTURES ARE GOVERNED BY THE TRUST INDENTURE ACT OF 1939. THE TERMS OF THE DEBT SECURITIES INCLUDE THOSE STATED IN THE INDENTURES AND THOSE MADE PART OF THE INDENTURES BY REFERENCE TO THE TRUST INDENTURE ACT. WE URGE YOU TO READ THE INDENTURES BECAUSE THEY, AND NOT THIS DESCRIPTION, DEFINE YOUR RIGHTS AS A HOLDER OF THE DEBT SECURITIES. EXCEPT AS WE MAY OTHERWISE INDICATE, THE TERMS OF THE SENIOR INDENTURE AND THE SUBORDINATED INDENTURE ARE IDENTICAL.

~~The indentures contain no covenant or provision which affords debt holders protection in the event of a highly leveraged transaction.~~

~~Information You Will Find in the Prospectus Supplement~~

~~The indentures provide that we may issue debt securities~~sold from time to time ~~in one or more series~~ by ~~resolution of our board of directors or by means of a supplemental indenture, and that we may denominate~~ the ~~debt securities and make them payable in foreign currencies.~~selling stockholders. The indentures do not limit the aggregate principal amount of debt securities that can be issued thereunder. We may specify a maximum aggregate principal amount for the debt securities of any series. We will describe in the applicable prospectus supplement the terms of the series of debt securities being offered, including:

~~the title;~~

~~the principal amount being offered, and if a series, the total amount authorized and the total amount outstanding;~~

~~any limit on the amount that may be issued;~~

~~whether or not we will issue the series of debt securities in global form, and, if so, the terms and who the depositary will be;~~

~~the maturity date;~~

whether and under what circumstances, if any, we will pay additional amounts on any debt securities held by a person who is not a United States person for tax purposes, and whether we can redeem the debt securities if we have to pay such additional amounts;

~~the annual interest rate,~~selling stockholders, which may be fixed or variable, or the method for determining the rate and the date interest will begin to accrue, the dates interest will be payable and the regular record dates for interest payment dates or the method for determining such dates;

~~whether or not the debt securities will be secured or unsecured, and the terms of any secured debt;~~

~~the terms of the subordination of any series of subordinated debt;~~

~~the place where payments will be payable;~~

~~restrictions on transfer, sale~~as used herein includes their transferees, pledgees, donees, assignees or other ~~assignment, if any;~~

~~our right, if any,~~successors-in-interest, may, from time to ~~defer payment of interest and the maximum length of any such deferral period;~~

the date, if any, after which, and the price at which, we may, at our option, redeem the series of debt securities pursuant to any optional or provisional redemption provisions and the terms of those redemption provisions;

the date, if any, on which, and the price at which we are obligated, pursuant to any mandatory sinking fund or analogous fund provisions or otherwise, to redeem, or at the holder’s option, to purchase, the series of debt securities and the currency or currency unit in which the debt securities are payable;

~~whether the indenture will restrict our ability or the ability of our subsidiaries to:~~

~~incur additional indebtedness;~~

~~issue additional securities;~~

~~create liens;~~

~~pay dividends or make distributions in respect of our capital stock or the capital stock of our subsidiaries, or redeem capital stock;~~

~~place restrictions on our subsidiaries’ ability to pay dividends, make distributions or transfer assets;~~

~~make investments or other restricted payments;~~

time, sell, ~~or otherwise dispose of assets;~~

~~enter into sale-leaseback transactions;~~

~~engage in transactions with stockholders or affiliates;~~

~~issue or sell stock of our subsidiaries;~~

~~effect a consolidation or merger;~~

~~whether the indenture will require us to maintain any interest coverage, fixed charge, cash flow-based, asset-based or other financial ratios;~~

~~a discussion of certain material or special United States federal income tax considerations applicable to the debt securities;~~

~~information describing any book-entry features;~~

~~provisions for a sinking fund purchase or other analogous fund, if any;~~

~~the applicability of the provisions in the indenture on discharge;~~

whether the debt securities are to be offered at a price such that they will be deemed to be offered at an “original issue discount” as defined in paragraph (a) of Section 1273 of the Internal Revenue Code of 1986, as amended;

~~the denominations in which we will issue the series of debt securities, if other than denominations of $1,000 and any integral multiple thereof;~~

~~the currency of payment of debt securities if other than U.S. dollars and the manner of determining the equivalent amount in U.S. dollars; and~~

any other specific terms, preferences, rights or limitations of, or restrictions on, the debt securities, including any additional events of default or covenants provided with respect to the debt securities, and any terms that may be required by us or advisable under applicable laws or regulations.

~~Conversion or Exchange Rights~~

We will set forth in the applicable prospectus supplement the terms on which a series of debt securities may be convertible into or exchangeable for our common stock, our preferred stock or other securities (including securities of a third-party). We will include provisions as to whether conversion or exchange is mandatory, at the option of the holder or at our option. We may include provisions pursuant to which the number of shares of our common stock, our preferred stock or other securities (including securities of a third-party) that the holders of the series of debt securities receive would be subject to adjustment.

~~Consolidation, Merger or Sale~~

Unless we provide otherwise in the prospectus supplement applicable to a particular series of debt securities, the indentures will not contain any covenant that restricts our ability to merge or consolidate, or sell, convey, transfer or otherwise dispose of ~~all~~any or ~~substantially~~ all of ~~our assets. However, any successor to~~their common stock on the NYSE American or acquirer of such assets must assume all of our obligations under the indentures or the debt securities, as appropriate. If the debt securities are convertible into or exchangeable for our other securities or securities of other entities, the person with whom we consolidate or merge or to whom we sell all of our property must make provisions for the conversion of the debt securities into securities that the holders of the debt securities would have received if they had converted the debt securities before the consolidation, merger or sale.

~~Events of Default under the Indentures~~

Unless otherwise indicated in the applicable prospectus supplement, the following will be events of default under the indentures with respect to each series of debt securities issued under the indenture:

~~if we fail to pay interest when due and payable and our failure continues for 90 days and the time for payment has not been extended;~~

~~if we fail to pay the principal, premium or sinking fund payment, if any, when due and payable at maturity, upon redemption or repurchase or otherwise, and the time for payment has not been extended;~~

~~if we fail to observe or perform~~ any other ~~covenant contained in the debt securities~~stock exchange, market or the indentures, other than a covenant specifically relating to another series of debt securities, and our failure continues for 90 days after we receive notice from the trustee or we and the trustee receive notice from the holders of at least 25% in aggregate principal amount of the outstanding debt securities of the applicable series; and

~~if specified events of bankruptcy, insolvency or reorganization occur.~~

~~We will describe in each applicable prospectus supplement any additional events of default relating to the relevant series of debt securities.~~

If an event of default with respect to debt securities of any series occurs and is continuing, other than an event of default specified in the last bullet point above, the trustee or the holders of at least 25% in aggregate principal amount of the outstanding debt securities of that series, by notice to us in writing, and to the trustee if notice is given by such holders, may declare the unpaid principal, premium, if any, and accrued interest, if any, due and payable immediately. If an event of default specified in the last bullet point above occurs with respect to us, the unpaid principal, premium, if any, and accrued interest, if any, of each issue of debt securities then outstanding shall be due and payable without any notice or other action on the part of the trustee or any holder.

The holders of a majority in principal amount of the outstanding debt securities of an affected series may waive any default or event of default with respect to the series and its consequences, except defaults or events of default regarding payment of principal, premium, if any, or interest, unless we have cured the default or event of default in accordance with the indenture. Any waiver shall cure the default or event of default.

Subject to the terms of the indentures, if an event of default under an indenture shall occur and be continuing, the trustee will be under no obligation to exercise any of its rights or powers under such indenture at the request or direction of any of the holders of the applicable series of debt securities, unless such holders have offered the trustee reasonable indemnity or security satisfactory to it against any loss, liability or expense. The holders of a majority in principal amount of the outstanding debt securities of any series will have the right to direct the time, method and place of conducting any proceeding for any remedy available to the trustee, or exercising any trust or power conferred on the trustee, with respect to the debt securities of that series, provided that:

~~the direction so given by the holder is not in conflict with any law or the applicable indenture; and~~

subject to its duties under the Trust Indenture Act, the trustee need not take any action that might involve it in personal liability or might be unduly prejudicial to the holders not involved in the proceeding.

The indentures provide that if an event of default has occurred and is continuing, the trustee will be required in the exercise of its powers to use the degree of care that a prudent person would use in the conduct of its own affairs. The trustee, however, may refuse to follow any direction that conflicts with law or the indenture, or that the trustee determines is unduly prejudicial to the rights of any other holder of the relevant series of debt securities, or that would involve the trustee in personal liability. Prior to taking any action under the indentures, the trustee will be entitled to indemnification against all costs, expenses and liabilities that would be incurred by taking or not taking such action.

~~A holder of the debt securities of any series will have the right to institute a proceeding under the indentures or to appoint a receiver or trustee, or to seek other remedies only if:~~

~~the holder has given written notice to the trustee of a continuing event of default with respect to that series;~~

the holders of at least 25% in aggregate principal amount of the outstanding debt securities of that series have made written request, and such holders have offered reasonable indemnity to the trustee or security satisfactory to it against any loss, liability or expense or to be incurred in compliance with instituting the proceeding as trustee; and

the trustee does not institute the proceeding, and does not receive from the holders of a majority in aggregate principal amount of the outstanding debt securities of that series other conflicting directions within 90 days after the notice, request and offer.

These limitations do not apply to a suit instituted by a holder of debt securities if we default in the payment of the principal, premium, if any, or interest on, the debt securities, or other defaults that may be specified in the applicable prospectus supplement.

~~We will periodically file statements with the trustee regarding our compliance with specified covenants in the indentures.~~

The indentures provide that if a default occurs and is continuing and is actually known to a responsible officer of the trustee, the trustee must mail to each holder notice of the default within the earlier of 90 days after it occurs and 30 days after it is known by a responsible officer of the trustee or written notice of it is received by the trustee, unless such default has been cured or waived. Except in the case of a default in the payment of principal or premium of or interest on any debt security or certain other defaults specified in an indenture, the trustee shall be protected in withholding such notice if and so long as the board of directors, the executive committee or a trust committee of directors, or responsible officers of the trustee, in good faith determine that withholding notice is in the best interests of holders of the relevant series of debt securities.

~~Modification of Indenture; Waiver~~

Subject to the terms of the indenture for any series of debt securities that we may issue, we and the trustee may change an indenture without the consent of any holders with respect to the following specific matters:

~~to fix any ambiguity, defect or inconsistency in the indenture;~~

~~to comply with the provisions described above under “—Consolidation, Merger or Sale”;~~

~~to comply with any requirements of the SEC in connection with the qualification of any indenture under the Trust Indenture Act;~~

to add to, delete from or revise the conditions, limitations, and restrictions on the authorized amount, terms, or purposes of issue, authentication and delivery of debt securities, as set forth in the indenture;

to provide for the issuance of and establish the form and terms and conditions of the debt securities of any series as provided under “Description of Debt Securities — General,” to establish the form of any certifications required to be furnished pursuant to the terms of the indenture or any series of debt securities, or to add to the rights of the holders of any series of debt securities;

~~to evidence and provide for the acceptance of appointment hereunder by a successor trustee;~~

~~to provide for uncertificated debt securities and to make all appropriate changes for such purpose;~~

to add to our covenants such new covenants, restrictions, conditions or provisions for the benefit of the holders, to make the occurrence, or the occurrence and the continuance, of a default in any such additional covenants, restrictions, conditions or provisions an event of default or to surrender any right or power conferred to us in the indenture; or

~~to change anything that does not adversely affect the interests of any holder of debt securities of any series in any material respect.~~

In addition, under the indentures, the rights of holders of a series of debt securities may be changed by us and the trustee with the written consent of the holders of at least a majority in aggregate principal amount of the outstanding debt securities of each series that is affected. However, subject to the terms of the indenture for any series of debt securities that we may issue or otherwise provided in the prospectus supplement applicable to a particular series of debt securities, we and the trustee may only make the following changes with the consent of each holder of any outstanding debt securities affected:

~~extending the stated maturity of the series of debt securities;~~

~~reducing the principal amount, reducing the rate of or extending the time of payment of interest, or reducing any premium payable upon the redemption or repurchase of any debt securities; or~~

~~reducing the percentage of debt securities, the holders of which are required to consent to any amendment, supplement, modification or waiver.~~

~~Discharge~~

Each indenture provides that, subject to the terms of the indenture and any limitation otherwise provided in the prospectus supplement applicable to a particular series of debt securities, we can elect to be discharged from our obligations with respect to one or more series of debt securities, except for specified obligations, including obligations to:

~~register the transfer or exchange of debt securities of the series;~~

~~replace stolen, lost or mutilated debt securities of the series;~~

~~maintain paying agencies;~~

~~hold monies for payment in trust;~~

~~recover excess money held by the trustee;~~

~~compensate and indemnify the trustee; and~~

~~appoint any successor trustee.~~

In order to exercise our rights to be discharged, we must deposit with the trustee money or government obligations sufficient to pay all the principal of, any premium and interest on, the debt securities of the series on the dates payments are due.

~~Form, Exchange and Transfer~~

We will issue the debt securities of each series only in fully registered form without coupons and, unless we otherwise specify in the applicable prospectus supplement, in denominations of $1,000 and any integral multiple thereof. The indentures provide that we may issue debt securities of a series in temporary or permanent global form and as book-entry securities that will be deposited with, or on behalf of, The Depository Trust Company or another depositary named by us and identified in a prospectus supplement with respect to that series. See “Legal Ownership of Securities” below for a further description of the terms relating to any book-entry securities.

At the option of the holder, subject to the terms of the indentures and the limitations applicable to global securities described in the applicable prospectus supplement, the holder of the debt securities of any series can exchange the debt securities for other debt securities of the same series, in any authorized denomination and of like tenor and aggregate principal amount.

Subject to the terms of the indentures and the limitations applicable to global securities set forth in the applicable prospectus supplement, holders of the debt securities may present the debt securities for exchange or for registration of transfer, duly endorsed or with the form of transfer endorsed thereon duly executed if so required by us or the security registrar, at the office of the security registrar or at the office of any transfer agent designated by us for this purpose. Unless otherwise provided in the debt securities that the holder presents for transfer or exchange, we will make no service charge for any registration of transfer or exchange, but we may require payment of any taxes or other governmental charges.

We will name in the applicable prospectus supplement the security registrar, and any transfer agent in addition to the security registrar, that we initially designate for any debt securities. We may at any time designate additional transfer agents or rescind the designation of any transfer agent or approve a change in the office through which any transfer agent acts, except that we will be required to maintain a transfer agent in each place of payment for the debt securities of each series.

~~If we elect to redeem the debt securities of any series, we will not be required to:~~

issue, register the transfer of, or exchange any debt securities of that series during a period beginning at the opening of business 15 days before the day of mailing of a notice of redemption of any debt securities that may be selected for redemption and ending at the close of business on the day of the mailing; or

~~register the transfer of or exchange any debt securities so selected for redemption, in whole or in part, except the unredeemed portion of any debt securities we are redeeming in part.~~

~~Information Concerning the Trustee~~

The trustee, other than during the occurrence and continuance of an event of default under an indenture, undertakes to perform only those duties as are specifically set forth in the applicable indenture and is under no obligation to exercise any of the powers given it by the indentures at the request of any holder of debt securities unless it is offered reasonable security and indemnity against the costs, expenses and liabilities that it might incur. However, upon an event of default under an indenture, the trustee must use the same degree of care as a prudent person would exercise or use in the conduct of his or her own affairs.

~~Payment and Paying Agents~~

Unless we otherwise indicate in the applicable prospectus supplement, we will make payment of the interest on any debt securities on any interest payment date to the person in whose name the debt securities, or one or more predecessor securities, are registered at the close of business on the regular record date for the interest.

We will pay principal of and any premium and interest on the debt securities of a particular series at the office of the paying agents designated by us, except that unless we otherwise indicate in the applicable prospectus supplement, we will make interest payments by check that we will mail to the holder or by wire transfer to certain holders. Unless we otherwise indicate in the applicable prospectus supplement, we will designate the corporate trust office of the trustee as our sole paying agent for payments with respect to debt securities of each series. We will name in the applicable prospectus supplement any other paying agents that we initially designate for the debt securities of a particular series. We will maintain a paying agent in each place of payment for the debt securities of a particular series.

All money we pay to a paying agent or the trustee for the payment of the principal of or any premium or interest on any debt securities that remains unclaimed at the end of two years after such principal, premium or interest has become due and payable will be repaid to us, and the holder of the debt security thereafter may look only to us for payment thereof.

~~Governing Law~~

~~The indentures and the debt securities will be governed by and construed in accordance with the laws of the State of New York, except to the extent that the Trust Indenture Act is applicable.~~

~~Ranking Debt Securities~~

The subordinated debt securities will be unsecured and will be subordinate and junior in priority of payment to certain other indebtedness to the extent described in a prospectus supplement. The subordinated indenture does not limit the amount of subordinated debt securities that we may issue. It also does not limit us from issuing any other secured or unsecured debt.

The senior debt securities will be unsecured and will rank equally in right of payment to all our other senior unsecured debt. The senior indenture does not limit the amount of senior debt securities that we may issue. It also does not limit us from issuing any other secured or unsecured debt.

~~Existing Debt~~

~~As of December 17, 2013, we had no existing subordinated debt and approximately $1,050,000 secured debt.~~

~~DESCRIPTION OF WARRANTS~~

We may issue warrants for the purchase of common stock, preferred stock or debt securities. Warrants may be offered independently or together with common stock, preferred stock or debt securities offered by any prospectus supplement and may be attached to or separate from those securities. While the terms we have summarized below will apply generally to any warrants that we may offer under this prospectus, we will describe in particular the terms of any series of warrants that we may offer in more detail in the applicable prospectus supplement and any applicable free writing prospectus. The terms of any warrants offered under a prospectus supplement may differ from the terms described below.

We will file as an exhibit to the registration statement of which this prospectus is a part, or will incorporate by reference from another report that we file with the SEC, the form of warrant agreement, which may include a form of warrant certificate, that describes the terms of the particular series of warrants we may offer before the issuance of the related series of warrants. We may issue the warrants under a warrant agreement that we will enter into with a warrant agent to be selected by us. The warrant agent will act solely as our agent in connection with the warrants and will not assume any obligation or relationship of agency or trust for or with any registered holders of warrants or beneficial owners of warrants. The following summary of material provisions of the warrants and warrant agreements are subject to, and qualified in their entirety by reference to, all the provisions of the warrant agreement and warrant certificate applicable to a particular series of warrants. We urge you to read the applicable prospectus supplement and any related free writing prospectus, as well as the complete warrant agreements and warrant certificates that contain the terms of the warrants.

~~The particular terms of any issue of warrants will be described in the prospectus supplement relating to the issue. Those terms may include:~~

~~the title of such warrants;~~

~~the aggregate number of such warrants;~~

~~the price or prices at which such warrants will be issued;~~

~~the currency or currencies (including composite currencies) in which the price of such warrants may be payable;~~

~~the terms of the securities purchasable upon exercise of such warrants and the procedures and conditions relating to the exercise of such warrants;~~

~~the price at which the securities purchasable upon exercise of such warrants may be purchased;~~

~~the date on which the right to exercise such warrants will commence and the date~~trading facility on which such ~~right shall expire;~~

~~any provisions for adjustment of the number~~common stock is traded or ~~amount of securities receivable upon exercise of the warrants or the exercise price of the warrants;~~

~~if applicable, the minimum or maximum amount of such warrants that~~in private transactions. These dispositions may be ~~exercised~~ at ~~any one time;~~

~~if applicable, the designation and terms of the securities with which such warrants are issued and the number of such warrants issued with each such security;~~

~~if applicable, the date on and after which such warrants and the related securities will be separately transferable;~~

~~information with respect to book-entry procedures, if any;~~

~~the terms of any rights to redeem or call the warrants;~~

~~United States federal income tax consequences of holding or exercising the warrants, if material; and~~

~~any other terms of such warrants, including terms, procedures and limitations relating to the exchange or exercise of such warrants.~~

~~Each warrant will entitle its holder to purchase the principal amount of debt securities or the number of shares of preferred stock or common stock~~fixed prices, at the exercise price set forth in, or calculable as set forth in, the applicable prospectus supplement. Unless we otherwise specify in the applicable prospectus supplement, holders of the warrants may exercise the warrants at any time up to the specified time on the expiration date that we set forth in the applicable prospectus supplement. After the close of business on the expiration date, unexercised warrants will become void.

We will specify the place or places where, and the manner in which, warrants may be exercised in the warrant agreement or warrant certificate and applicable prospectus supplement. Upon receipt of payment and the warrant certificate properly completed and duly executed at the corporate trust office of the warrant agent or any other office indicated in the applicable prospectus supplement, we will, as soon as practicable, issue and deliver the purchased securities. If less than all of the warrants represented by the warrant certificate are exercised, a new warrant certificate will be issued for the remaining amount of warrants. If we so indicate in the applicable prospectus supplement, holders of the warrants may surrender securities as all or part of the exercise price for warrants.

Prior to the exercise of any warrants to purchase common stock, preferred stock or debt securities, holders of the warrants will not have any of the rights of holders of the common stock, preferred stock or debt securities purchasable upon exercise, including (i) in the case of warrants for the purchase of common stock or preferred stock, the right to vote or to receive any payments of dividends or payments upon our liquidation, dissolution or winding up on the common stock or preferred stock purchasable upon exercise, if any; or (ii) in the case of warrants for the purchase of debt securities, the right to receive payments of principal of, any premium or interest on the debt securities purchasable upon exercise or to enforce covenants in the applicable indenture.

~~DESCRIPTION OF UNITS~~

The following description, together with the additional information we may include in any applicable prospectus supplement, summarizes the material terms and provisions of the units that we may offer under this prospectus. While the terms we have summarized below will apply generally to any units that we may offer under this prospectus, we will describe the particular terms of any series of units in more detail in the applicable prospectus supplement and any related free writing prospectus. The terms of any units offered under a prospectus supplement may differ from the terms described below. However, no prospectus supplement will fundamentally change the terms that are set forth in this prospectus or offer a security that is not registered and described in this prospectusprevailing market prices at the time of ~~its effectiveness.~~

We will file as an exhibit to the registration statement of which this prospectus is a part, or will incorporate by reference from another report we file with the SEC, the form of unit agreement that describes the terms of the series of units we may offer under this prospectus, and any supplemental agreements, before the issuance of the related series of units. The following summaries of material terms and provisions of the units are subject to, and qualified in their entirety by reference to, all the provisions of the unit agreement and any supplemental agreements applicable to a particular series of units. We urge you to read the applicable prospectus supplement and any related free writing prospectus, as well as the complete unit agreement and any supplemental agreements that contain the terms of the units.

~~General~~

We may issue units comprised of one or more debt securities, shares of common stock, shares of preferred stock and warrants in any combination. Each unit will be issued so that the holder of the unit is also the holder of each security included in the unit. Thus, the holder of a unit will have the rights and obligations of a holder of each included security. The unit agreement under which a unit is issued may provide that the securities included in the unit may not be held or transferred separately,sale, at ~~any time or at any time before a specified date.~~

~~We will describe in the applicable prospectus supplement the terms of the series of units, including, but not limited to:~~

~~the designation and terms of the units and of the securities comprising the units, including whether and under what circumstances those securities may be held or transferred separately;~~

~~any provisions of the governing unit agreement that differ from those described below; and~~

~~any provisions for the issuance, payment, settlement, transfer or exchange of the units or of the securities comprising the units.~~

The provisions described in this section, as well as those described under “Description of Common Stock and Preferred Stock,” “Description of Debt Securities” and “Description of Warrants” will apply to each unit and to any common stock, preferred stock, debt security or warrant included in each unit, respectively.

~~Issuance in Series~~

~~We may issue units in such amounts and in numerous distinct series as we determine.~~

~~Enforceability of Rights by Holders of Units~~

Each unit agent will act solely as our agent under the applicable unit agreement and will not assume any obligation or relationship of agency or trust with any holder of any unit. A single bank or trust company may act as unit agent for more than one series of units. A unit agent will have no duty or responsibility in case of any default by us under the applicable unit agreement or unit, including any duty or responsibility to initiate any proceedings at law or otherwise, or to make any demand upon us. Any holder of a unit may, without the consent of the related unit agent or the holder of any other unit, enforce by appropriate legal action its rights as holder under any security included in the unit.

We, the unit agents and any of their agents may treat the registered holder of any unit certificate as an absolute owner of the units evidenced by that certificate for any purpose and as the person entitled to exercise the rights attaching to the units so requested, despite any notice to the contrary.

~~LEGAL OWNERSHIP OF SECURITIES~~

We can issue securities in registered form or in the form of one or more global securities. We describe global securities in greater detail below. We refer to those persons who have securities registered in their own names on the books that we or any applicable trustee or depositary or warrant agent maintain for this purpose as the “holders” of those securities. These persons are the legal holders of the securities. We refer to those persons who, indirectly through others, own beneficial interests in securities that are not registered in their own names, as “indirect holders” of those securities. As we discuss below, indirect holders are not legal holders, and investors in securities issued in book-entry form or in “street name” will be indirect holders.

~~Book-Entry Holders~~

We may issue securities in book-entry form only, as we will specify in the applicable prospectus supplement. This means securities may be represented by one or more global securities registered in the name of a financial institution that holds them as depositary on behalf of other financial institutions that participate in the depositary’s book-entry system. These participating institutions, which are referred to as participants, in turn, hold beneficial interests in the securities on behalf of themselves or their customers.

Only the person in whose name a security is registered is recognized as the holder of that security. Global securities will be registered in the name of the depositary. Consequently, for global securities, we will recognize only the depositary as the holder of the securities, and we will make all payments on the securities to the depositary. The depositary passes along the payments it receives to its participants, which in turn pass the payments along to their customers who are the beneficial owners. The depositary and its participants do so under agreements they have made with one another or with their customers; they are not obligated to do so under the terms of the securities.

As a result, investors in a global security will not own securities directly. Instead, they will own beneficial interests in a global security, through a bank, broker or other financial institution that participates in the depositary’s book-entry system or holds an interest through a participant. As long as the securities are issued in global form, investors will be indirect holders, and not legal holders, of the securities.

~~Street Name Holders~~

We may terminate a global security or issue securities that are not issued in global form. In these cases, investors may choose to hold their securities in their own names or in “street name.” Securities held by an investor in street name would be registered in the name of a bank, broker or other financial institution that the investor chooses, and the investor would hold only a beneficial interest in those securities through an account he or she maintains at that institution.

For securities held in street name, we or any applicable trustee or depositary will recognize only the intermediary banks, brokers and other financial institutions in whose names the securities are registered as the holders of those securities, and we or any such trustee or depositary will make all payments on those securities to them. These institutions pass along the payments they receive to their customers who are the beneficial owners, but only because they agree to do so in their customer agreements or because they are legally required to do so. Investors who hold securities in street name will be indirect holders, not legal holders, of those securities.

~~Legal Holders~~

Our obligations, as well as the obligations of any applicable trustee or third party employed by us or a trustee, run only to the legal holders of the securities. We do not have obligations to investors who hold beneficial interests in global securities, in street name or by any other indirect means. This will be the case whether an investor chooses to be an indirect holder of a security or has no choice because we are issuing the securities only in global form.

For example, once we make a payment or give a notice to the legal holder, we have no further responsibility for the payment or notice even if that holder is required, under agreements with its participants or customers or by law, to pass it along to the indirect holders but does not do so. Similarly, we may want to obtain the approval of the legal holders to amend an indenture, to relieve us of the consequences of a default or of our obligation to comply with a particular provision of an indenture, or for other purposes. In such an event, we would seek approval only from the legal holders, and not the indirect holders, of the securities. Whether and how the legal holders contact the indirect holders is up to the legal holders.

~~Special Considerations for Indirect Holders~~

If you hold securities through a bank, broker or other financial institution, either in book-entry form because the securities are represented by one or more global securities or in street name, you should check with your own institution to find out:

~~how it handles securities payments and notices;~~

~~whether it imposes fees or charges;~~

~~how it would handle a request for the legal holders’ consent, if ever required;~~

~~whether and how you can instruct it to send you securities registered in your own name so you can be a legal holder, if that is permitted in the future;~~

~~how it would exercise rights under the securities if there were a default or other event triggering the need for legal holders to act to protect their interests; and~~

~~if the securities are in book-entry form, how the depositary’s rules and procedures will affect these matters.~~

~~Global Securities~~

A global security is a security that represents one or any other number of individual securities held by a depositary. Generally, all securities represented by the same global securities will have the same terms.

Each security issued in book-entry form will be represented by a global security that we issue to, deposit with and register in the name of a financial institution or its nominee that we select. The financial institution that we select for this purpose is called the depositary. Unless we specify otherwise in the applicable prospectus supplement, The Depository Trust Company, New York, New York, known as DTC, will be the depositary for all securities issued in book-entry form.

A global security may not be transferred to or registered in the name of anyone other than the depositary, its nominee or a successor depositary, unless special termination situations arise. We describe those situations below under “—Special Situations When A Global Security Will Be Terminated.” As a result of these arrangements, the depositary, or its nominee, will be the sole registered owner and legal holder of all securities represented by a global security, and investors will be permitted to own only beneficial interests in a global security. Beneficial interests must be held by means of an account with a broker, bank or other financial institution that in turn has an account with the depositary or with another institution that does. Thus, an investor whose security is represented by a global security will not be a legal holder of the security, but only an indirect holder of a beneficial interest in the global security.

If the prospectus supplement for a particular security indicates that the security will be issued as a global security, then the security will be represented by a global security at all times unless and until the global security is terminated. If termination occurs, we may issue the securities through another book-entry clearing system or decide that the securities may no longer be held through any book-entry clearing system.

~~Special Considerations For Global Securities~~

As an indirect holder, an investor’s rights relating to a global security will be governed by the account rules of the investor’s financial institution and of the depositary, as well as general laws relating to securities transfers. We do not recognize an indirect holder as a holder of securities and instead deal only with the depositary that holds the global security.

~~If securities are issued only as global securities, an investor should be aware of the following:~~

an investor cannot cause the securities to be registered in his or her name, and cannot obtain non-global certificates for his or her interest in the securities, except in the special situations we describe below;

an investor will be an indirect holder and must look to his or her own bank or broker for payments on the securities and protection of his or her legal rights relating to the securities, as we describe above;

~~an investor may not be able to sell interests in the securities to some insurance companies and to other institutions that are required by law to own their securities in non-book-entry form;~~

an investor may not be able to pledge his or her interest in the global security in circumstances where certificates representing the securities must be delivered to the lender or other beneficiary of the pledge in order for the pledge to be effective;

the depositary’s policies, which may change from time to time, will govern payments, transfers, exchanges and other matters relating to an investor’s interest in the global security. We and any applicable trustee have no responsibility for any aspect of the depositary’s actions or for its records of ownership interests in the global security. We and the trustee also do not supervise the depositary in any way;

the depositary may, and we understand that DTC will, require that those who purchase and sell interests in the global security within its book-entry system use immediately available funds, and your broker or bank may require you to do so as well; and

financial institutions that participate in the depositary’s book-entry system, and through which an investor holds its interest in the global security, may also have their own policies affecting payments, notices and other matters relating to the securities. There may be more than one financial intermediary in the chain of ownership for an investor. We do not monitor and are not responsible for the actions of any of those intermediaries.

~~Special Situations When a Global Security Will Be Terminated~~

In a few special situations described below, a global security will terminate and interests in it will be exchanged for physical certificates representing those interests. After that exchange, the choice of whether to hold securities directly or in street name will be up to the investor. Investors must consult their own banks or brokers to find out how to have their interests in securities transferred to their own names, so that they will be direct holders. We have described the rights of holders and street name investors above.

~~A global security will terminate when the following special situations occur:~~

if the depositary notifies us that it is unwilling, unable or no longer qualified to continue as depositary for that global security and we do not appoint another institution to act as depositary within 90 days;

~~if we notify any applicable trustee that we wish to terminate that global security; or~~

~~if an event of default has occurred with regard to securities represented by that global security and has not been cured or waived.~~

The applicable prospectus supplement may also list additional situations for terminating a global security that would apply only to the particular series of securities covered by the prospectus supplement. When a global security terminates, the depositary, and neither we nor any applicable trustee, is responsible for deciding the names of the institutions that will be the initial direct holders.

~~PLAN OF DISTRIBUTION~~

We may sell the securities to or through underwriters or dealers, through agents, or directly to one or more purchasers. A prospectus supplement or supplements (and any related free writing prospectus that we may authorize to be provided to you) will describe the terms of the offering of the securities, including, to the extent applicable:

~~the name or names of any agents or underwriters;~~

~~the purchase price of the securities being offered and the proceeds we will receive from the sale;~~

~~any over-allotment options under which underwriters may purchase additional securities from us;~~

~~any agency fees or underwriting discounts and other items constituting agents’ or underwriters’ compensation;~~

~~any public offering price;~~

~~any discounts or concessions allowed or reallowed or paid to dealers; and~~

~~any securities exchanges or markets on which such securities may be listed.~~

~~We may distribute the securities from time to time in one or more transactions at:~~

~~fixed price or prices, which may be changed from time to time;~~

~~market prices prevailing at the time of sale;~~

prices related to ~~such~~the prevailing market ~~prices; or~~

~~negotiated prices.~~

~~Agents~~

We may designate agents who agree to use their reasonable efforts to solicit purchases of our securities for the period of their appointment or to sell our securities on a continuing basis. We will name any agent involved in the offering and sale of securities and we will describe any commissions we will pay the agent in the applicable prospectus supplement.

~~Underwriters~~

If we use underwriters for a sale of securities, the underwriters will acquire the securities for their own account. The underwriters may resell the securities in one or more transactions, including negotiated transactions, at a fixed public offering price, or at varying prices determined at the time of sale or at negotiated prices.

The selling stockholders will act independently of us in making decisions with respect to the timing, manner and size of each sale. The ~~obligations~~selling stockholders may sell their shares of common stock by one or more of, or a combination of, the ~~underwriters~~following methods:

ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers;

block trades in which the broker-dealer will attempt to ~~purchase~~sell common stock as agent, but may position and resell a portion of the ~~securities will be subject~~block as principal to facilitate the ~~conditions set forth~~transaction;

purchases by a broker-dealer as principal and resale by the broker-dealer for its account;

an exchange distribution in accordance with the rules of the applicable exchange;

privately negotiated transactions;

in underwriting ~~agreement. Subject~~transactions;

short sales;

through the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise;

broker-dealers may agree with the selling stockholders to ~~certain conditions,~~sell a specified number of shares of common stock at a stipulated price;

distribution to employees, members, limited partners or stockholders of selling stockholders;

a combination of any such methods of sale;

“at the ~~underwriters will~~market” or through market makers or into an existing market for the shares; and

any other method permitted pursuant to applicable law.

In addition, any shares that qualify for sale pursuant to Rule 144 may be ~~obligated~~sold under Rule 144 rather than pursuant to ~~purchase all~~this prospectus.

To the ~~securities of the series offered if they purchase any of the securities of that series. We~~extent required, this prospectus may ~~change~~be amended or supplemented from time to time to describe a specific plan of distribution. In connection with distributions of common stock or otherwise, the selling stockholders may enter into hedging transactions with broker-dealers or other financial institutions. In connection with such transactions, broker-dealers or other financial institutions may engage in short sales of the securities in the course of hedging the positions they assume with selling stockholders. The selling stockholders may also sell common stock short and redeliver the securities to close out such short positions. The selling stockholders may also enter into option or other transactions with broker-dealers or other financial institutions which require the delivery to such broker-dealer or other financial institution of the common stock offered by this prospectus, which common stock such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction). The selling stockholders may also pledge common stock to a broker-dealer or other financial institution, and, upon a default, such broker-dealer or other financial institution, may effect sales of the pledged shares of common stock pursuant to this prospectus (as supplemented or amended to reflect such transaction).

A selling stockholder may enter into derivative transactions with third parties, or sell common stock not covered by this prospectus to third parties in privately negotiated transactions. If the applicable prospectus supplement indicates, in connection with those derivatives, the third parties may sell shares of common stock covered by this prospectus and the applicable prospectus supplement, including in short sale transactions. If so, the third party may use shares of common stock pledged by any ~~public~~selling stockholder or borrowed from any selling stockholder or others to settle those sales or to close out any related open borrowings of stock, and may use common stock received from any selling stockholder in settlement of those derivatives to close out any related open borrowings of stock. The third party in

such sale transactions will be an underwriter and will be identified in the applicable prospectus supplement (or a post-effective amendment). In addition, any selling stockholder may otherwise loan or pledge shares of common stock to a financial institution or other third party that in turn may sell the common stock short using this prospectus. Such financial institution or other third party may transfer its economic short position to investors in our securities or in connection with a concurrent offering ~~price and any~~of other securities.

In effecting sales, broker-dealers or agents engaged by the selling stockholders may arrange for other broker-dealers to participate. Broker-dealers or agents may receive commissions, discounts or concessions from the ~~underwriters allow or reallow or pay~~selling stockholders in amounts to ~~dealers. We~~be negotiated immediately prior to the sale.

In offering the shares of common stock covered by this prospectus, the selling stockholders and any broker-dealers who execute sales for the selling stockholders may ~~use underwriters~~be deemed to be “underwriters” within the meaning of the Securities Act in connection with ~~whom we have a material relationship. We will describe~~such sales. Any profits realized by the ~~nature~~selling stockholders and the compensation of any broker-dealer may be deemed to be underwriting discounts and commissions.

Certain of the selling stockholders, or their beneficial owners, have entered into lock-up agreements with respect to 3,377,690 shares of common stock covered by this prospectus. Each lock-up agreement extends for a period of three years, provided that up to 75% of the shares of common stock subject to the lock-up agreement may be released from the lock-up restrictions earlier if the price of common stock on the NYSE American stock exchange exceeds specified thresholds. The lock-up agreements include customary exceptions for transfers during the applicable lock-up period.

In order to comply with the securities laws of certain states, if applicable, the shares of common stock covered by this prospectus must be sold in such ~~relationship~~jurisdictions only through registered or licensed brokers or dealers. In addition, in ~~any applicable prospectus supplement naming any such underwriter. Only underwriters we name~~certain states the securities may not be sold unless they have been registered or qualified for sale in the applicable state or an exemption from the registration or qualification requirement is available and is complied with.

We have advised the selling stockholders that the anti-manipulation rules of Regulation M under the Exchange Act may apply to sales of securities in the market and to the activities of the selling stockholders and their affiliates. In addition, we will make copies of this prospectus ~~supplement are underwriters~~available to the selling stockholders for the purpose of satisfying the prospectus delivery requirements of the Securities Act. The selling stockholders may indemnify any broker-dealer that participates in transactions involving the sale of the securities against certain liabilities, including liabilities arising under the Securities Act.

At the time a particular offer of shares of common stock is made, if required, a prospectus supplement will be distributed that will set forth the number of securities being offered and the terms of the offering, including the name of any underwriter, dealer or agent, the purchase price paid by any underwriter, any discount, commission and other item constituting compensation, any discount, commission or concession allowed or reallowed or paid to any dealer, and the ~~prospectus supplement.~~

proposed selling price to the public.

We ~~may provide agents and underwriters with indemnification~~have agreed to indemnify the selling stockholders against ~~civil~~certain liabilities, ~~related to offerings under this prospectus,~~ including certain liabilities under the Securities Act, the Exchange Act or ~~contribution~~other federal or state law.

We have agreed with ~~respect~~the selling stockholders pursuant to ~~payments that~~our registration rights agreement dated July 16, 2021 to use our commercially reasonable efforts to keep the ~~agents~~registration statement of which this prospectus constitutes a part effective until such time as: (i) all shares of common stock covered by this prospectus have been sold, transferred, disposed of or ~~underwriters may make~~exchanged in accordance with ~~respect to these liabilities.~~

~~Direct~~~~Sales~~

~~We may also sell~~the registration statement; (ii) such shares of common stock shall have been otherwise transferred, new certificates for such securities ~~directly to one or more purchasers without using underwriters or agents. Underwriters, dealers~~not bearing (or book entry positions not subject to) a legend restricting further transfer shall have been delivered by us and ~~agents that participate in the~~subsequent public distribution of such securities shall not require registration under the Securities Act; (iii) such shares of common stock have ceased to be outstanding; (iv) such shares of common stock have been sold to, or through, a broker, dealer, or underwriter in a public distribution or other public securities ~~may~~transaction; or (v) such shares are eligible to be ~~underwriters as defined in~~resold pursuant to Rule 144 under the Securities Act and any discounts or commissions they receive from us and any profit on their resale of the securities may be treated as underwriting discounts and commissions under the Securities Act. We will identify in the applicable prospectus supplement any underwriters, dealers or agents and will describe their compensation. We may have agreements with the underwriters, dealers and agents to indemnify them against specified civil liabilities, including liabilities under the Securities Act. Underwriters, dealers and agents may engage in transactions with or perform services for us in the ordinary course of their businesses.

~~Trading Markets and Listing of Securities~~

Unless otherwise specified in the applicable prospectus supplement, each class or series of securities will be a new issue with no established trading market, other than our common stock, which is currently listed on the NYSE Amex. We may elect to list any other class or series of securities on any exchange or market, but we are not obligated to do so. It is possible that one or more underwriters may make a market in a class or series of securities, but the underwriters will not be obligated to do so and may discontinue any market making at any time without ~~notice. We cannot give any assurance as to the liquidity of the trading market for any of the securities.~~

~~Stabilization Activities~~

Any underwriter may engage in overallotment, stabilizing transactions, short covering transactions and penalty bids in accordance with Regulation M under the Exchange Act. Overallotment involves sales in excess of the offering size, which create a short position. Stabilizing transactions permit bids to purchase the underlying security so long as the stabilizing bids do not exceed a specified maximum. Short covering transactions involve purchases of the securities in the open market after the distribution is completed to cover short positions. Penalty bids permit the underwriters to reclaim a selling concession from a dealer when the securities originally sold by the dealer are purchased in a covering transaction to cover short positions. Those activities may cause the price of the securities to be higher than it would otherwise be. If commenced, the underwriters may discontinue any of these activities at any time.

~~Passive Market Making~~

Any underwriters who are qualified market makers on the NYSE Amex may engage in passive market making transactions in the securities on the NYSE Amex in accordance with Rule 103 of Regulation M, during the business day prior to the pricing of the offering, before the commencement of offers or sales of the securities. Passive market makers must comply with applicable volume and price limitations and must be identified as passive market makers. In general, a passive market maker must display its bid at a price not in excess of the highest independent bid for such security. If all independent bids are lowered below the passive market maker’s bid, however, the passive market maker’s bid must then be lowered when certain purchase limits are exceeded.

limitation.

•	our Quarterly Report on Form 10-Q for the quarter ended March 31, 2021 filed with the SEC on May 17, 2021;

•

our Current Reports on Form 8-K filed with the SEC on January 15, 2021, February 4, 2021, February 9, 2021, February 25, 2021, February 26, 2021, March 8, 2021, March 16, 2021, March 23, 2021, March 31, 2021 (as amended by Amendment No. 1 on Form 8-K/A filed on April 30, 2021), April 7, 2021, April 15, 2021, April 16, 2021, April 23, 2021, April 30, 2021, May 11, 2021, May 26, 2021, June 10, 2021, June 21, 2021, July 19, 2021 and July 19, 2021; and

•	the description of common stock contained in Exhibit 4.2 to our Annual Report on Form 10-K for the year ended December 31, 2019 filed with the SEC on March 19, 2020, including any amendments or reports filed for the purpose of updating such description.

A statement contained in a document incorporated by reference into this prospectus shall be deemed to be modified or superseded for purposes of this prospectus to the extent that a statement contained in this prospectus, any prospectus supplement or in any other subsequently filed document that ~~also~~ is ~~or is deemed to be~~ incorporated ~~by reference herein~~in this prospectus modifies or ~~supersedes~~replaces such statement. Any ~~statement~~statements so modified or superseded ~~does~~shall not be deemed, except as so modified or superseded, to constitute a part of this prospectus.

~~Upon written or oral~~

You may request ~~made to us at the address or telephone number below, we will,~~a copy of these filings, at no cost, ~~to the requester, provide to each person, including any beneficial owner, to whom this prospectus is delivered, a copy of any~~by writing or ~~all of the information that has been incorporated by reference in this prospectus but not delivered with this prospectus:~~

~~NTN Buzztime,~~calling us at Brooklyn ImmunoTherapeutics, Inc.

~~2231 Rutherford Road,~~, 140 58th Street, Suite ~~200~~

2100, Brooklyn, New York 11220, telephone (212) 582-1199.

6,281,454 Shares

Common Stock

PROSPECTUS

, 2021

any such expense to the full extent permitted by law, nor is it exclusive of any other rights to which any person seeking indemnification from us may be entitled under any agreement, vote of stockholders or disinterested directors or ~~independent legal counsel~~otherwise, both as to action in his or her official capacity and as to action in another capacity while holding such office.

The board of directors has approved a form of indemnification agreement that ~~indemnification is proper because the indemnitee~~ has ~~met the applicable standard of conduct.~~

Section 102(b)(7) of the DGCL permits a corporation to provide in its certificate of incorporation that a director of the corporation shall not be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director except for liability for any breach of the director's duty of loyalty to the corporation or its stockholders, for acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law, for unlawful payments of dividends, or unlawful stock repurchases, redemptions, or other distributions, or for any transaction from which the director derived an improper personal benefit.

~~We have entered into indemnity agreements with~~been executed by each of our directors and executive officers. ~~The indemnity~~In general, these agreements each provide that we will indemnify ~~these individuals under~~the director or executive officer to the fullest extent permitted by law for claims arising in his or her capacity as a director or executive officer of our company or in connection with their service at our request for another corporation or entity. The indemnification agreements also provide for procedures that will apply in the event that a director or executive officer makes a claim for indemnification and establish certain ~~circumstances against certain liabilities and expenses they may incur in their capacities as our directors~~presumptions that are favorable to the director or ~~officers.~~ executive officer.

We believe that the use of such indemnity agreements is customary among corporations 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.

~~We also~~ maintain a general liability insurance policy ~~which~~that covers certain liabilities of our directors and officers ~~of our company~~ arising out of claims based on acts or omissions in their capacities as directors or officers.

~~Item 16.~~~~Exhibits~~

~~The list of exhibits in the Exhibit Index to this registration statement is incorporated herein by reference.~~

~~Item 17.~~~~Undertakings~~

Item 16.

Exhibits.

EXHIBIT NO.			DESCRIPTION
2.1+			Agreement and Plan of Merger and Reorganization, dated August 12, 2020, among Brooklyn ImmunoTherapeutics, Inc. (formerly NTN Buzztime, Inc.), BIT Merger Sub, Inc. and Brooklyn ImmunoTherapeutics LLC (incorporated herein by reference to Exhibit 2.1 to the Registration Statement on Form S-4/A filed on January 20, 2021)
2.2			Form of Support Agreement among Brooklyn ImmunoTherapeutics, Inc. (formerly NTN Buzztime, Inc.), Brooklyn ImmunoTherapeutics LLC and the officers and directors of NTN Buzztime, Inc. (incorporated herein by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on August 14, 2020)
2.3			Form of Support Agreement among Brooklyn ImmunoTherapeutics, Inc. (formerly NTN Buzztime, Inc.), Brooklyn ImmunoTherapeutics LLC and certain beneficial holders of Class A membership interests of Brooklyn ImmunoTherapeutics LLC (incorporated herein by reference to Exhibit 10.2 to the Current Report on Form 8-K filed on August 14, 2020)
3.1			Restated Certificate of Incorporation of Brooklyn ImmunoTherapeutics, Inc. (formerly NTN Buzztime, Inc.) (incorporated herein by reference to Exhibit 3.1 to the Quarterly Report on Form 10-Q filed on August 14, 2013)
3.1(a)			Certificate of Amendment to the Restated Certificate of Incorporation of Brooklyn ImmunoTherapeutics, Inc. (formerly NTN Buzztime, Inc.), dated June 16, 2016 (incorporated herein by reference to Exhibit 3.1 to the Current Report on Form 8-K filed on June 17, 2016)
3.1(b)			Certificate of Decrease of the Series A convertible preferred stock of Brooklyn ImmunoTherapeutics, Inc. (formerly NTN Buzztime, Inc.), dated April 10, 2017 (incorporated herein by reference to Exhibit 3.1 to the Current Report on Form 8-K filed on April 12, 2017)
3.1(c)			Certificate of Amendment of Restated Certificate of Incorporation of Brooklyn ImmunoTherapeutics, Inc. (formerly NTN Buzztime, Inc.), dated June 8, 2017 (incorporated herein by reference to Exhibit 3.1 to the Current Report on Form 8-K filed on June 9, 2017)
3.1(d)			Certificate of Amendment of Restated Certificate of Incorporation of Brooklyn ImmunoTherapeutics, Inc. (formerly NTN Buzztime, Inc.), dated March 25, 2021 (incorporated herein by reference to Exhibit 3.1 to the Current Report on Form 8-K filed on March 31, 2021)
3.1(e)			Certificate of Amendment of Restated Certificate of Incorporation of Brooklyn ImmunoTherapeutics, Inc. (formerly NTN Buzztime, Inc.), dated March 25, 2021 (incorporated herein by reference to Exhibit 3.2 to the Current Report on Form 8-K filed on March 31, 2021)
3.1(f)			Certificate of Amendment of Restated Certificate of Incorporation of Brooklyn ImmunoTherapeutics, Inc. (formerly NTN Buzztime, Inc.), dated March 25, 2021 (incorporated herein by reference to Exhibit 3.3 to the Current Report on Form 8-K filed on March 31, 2021)
3.2			Amended and Restated Bylaws of Brooklyn ImmunoTherapeutics, Inc. (incorporated herein by reference to Exhibit 3.4 to the Current Report on Form 8-K filed on March 31, 2021)

EXHIBIT NO.			DESCRIPTION
4.1			Specimen stock certificate evidencing shares of common stock of Brooklyn ImmunoTherapeutics, Inc. (incorporated herein by reference to Exhibit 4.1 to the Registration Statement on Form S-1 filed on April 30, 2021)
4.2			Description of registrant’s securities (incorporated herein by reference to Exhibit 4.2 to the Registration Statement on Form S-1 filed on April 30, 2021)
5.1*			Opinion of K&L Gates LLP
21.1			Subsidiaries of Brooklyn ImmunoTherapeutics, Inc. (incorporated herein by reference to Exhibit 21.1 to Registration Statement on Form S-1 filed on April 30, 2021)
23.1			Consent of Baker Tilly US, LLP
23.2			Consent of Marcum LLP
23.3*			Consent of K&L Gates LLP (included in Exhibit 5.1)
24.1			Power of Attorney (included on signature page of this registration statement)

+	Certain schedules and exhibits have been omitted pursuant to Item 601(a)(5) or Item 601(b)(2) of Regulation S-K. We hereby undertake to furnish copies of the omitted schedule or exhibit upon request by the Securities and Exchange Commission

*	To be filed by amendment.

Item 17.

Undertakings

(a)	The undersigned registrant hereby undertakes:

(1)

To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i)

~~(i)~~

Toto include any prospectus required by Section 10(a)(3) of the Securities Act of ~~1933;~~1933;

(ii)

~~(ii)~~

Toto reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent ~~post-effective~~post- effective amendment thereof) ~~which,~~that, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in the volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the ~~Commission~~SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration ~~statement;~~statement; and

(iii)

~~(iii)~~

Toto include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration ~~statement;~~statement;

~~Provided,~~

provided, however, that paragraphs (a)(1)(i), (a)(1)(ii), and (a)(1)(iii) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the ~~Commission~~SEC by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is a part of the registration ~~statement;~~

statement.

(2)

That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering ~~thereof;~~thereof.

(3)

To remove from registration by means of a post-effective amendment any of the securities being registered ~~which~~that remain unsold at the termination of the ~~offering;~~offering.

(4)

That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser:

(A)

~~(A)~~

~~Each~~each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration ~~statement;~~statement; and

(B)

~~(B)~~

~~Each~~each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by Section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which ~~the~~that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective ~~date; and~~date.

(5)

That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities, the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

(i)

~~(i)~~

~~Any~~any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule ~~424;~~424;

(ii)

~~(ii)~~

~~Any~~any free writing prospectus relating to the offering prepared by or on behalf of the undersigned ~~Registrant~~registrant or used or referred to by the undersigned ~~registrant;~~registrant;

(iii)

~~(iii)~~

~~The~~the portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of anthe undersigned ~~registrant;~~registrant; and

(iv)

~~(iv)~~

~~Any~~any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

(6)

~~(b)~~

~~The undersigned registrant hereby undertakes that,~~That, for purposes of determining any liability under the Securities Act, ~~of 1933,~~ each filing of the registrant’s annual report pursuant to ~~section~~Section 13(a) or ~~section~~ 15(d) of the ~~Securities~~ Exchange Act ~~of 1934~~ (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to ~~section~~Section 15(d) of the ~~Securities~~ Exchange ~~Act of 1934)~~Act) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

~~(c)~~

The undersigned registrant hereby undertakes to supplement the prospectus, after the expiration of the subscription period, to set forth the results of the subscription offer, the transactions by the underwriters during the subscription period, the amount of unsubscribed securities to be purchased by the underwriters, and the terms of any subsequent reoffering thereof. If any public offering by the underwriters is to be made on terms differing from those set forth on the cover page of the prospectus, a post-effective amendment will be filed to set forth the terms of such offering.

~~(d)~~(b)

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the ~~Securities and Exchange Commission~~SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

SIGNATURES

~~SIGNATURES~~

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of ~~Carlsbad,~~New York, State of ~~California,~~New York on ~~December 20, 2013.~~

August 13, 2021.

~~NTN BUZZTIME,~~		BROOKLYN IMMUNOTHERAPEUTICS, INC.

~~By:~~		By:	/s/ ~~Kendra Berger~~	Howard J. Federoff
	~~Kendra Berger~~
		Howard J. Federoff Chief ~~Financial~~Executive Officer
		and President

~~KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned officers and directors of NTN Buzztime, Inc. hereby~~

POWER OF ATTORNEY AND SIGNATURES

Each person whose signature appears below constitutes and appoints ~~Jeff Berg~~Howard Federoff and Sandra Gurrola, and each or ~~Kendra Berger~~either of them, as his or her true and lawful ~~attorney-in-fact~~attorneys-in-fact and ~~agent,~~agents, with full power of substitution and resubstitution, for him or her, ~~and on his or her behalf~~ and in his or her name ~~place and stead,~~ in any and all capacities, to sign ~~execute~~any and ~~file~~all amendments (including post-effective amendments) to this registration statement, and any registration statement for the same offering that is to be effective under Rule 462(b) of the Securities Act of 1933, ~~as amended,~~ and ~~any or all amendments (including, without limitation, post-effective amendments) and any registration statement filed under Rule 462 under~~to file the ~~Securities Act of 1933, as amended,~~same, with all exhibits thereto, and ~~any and all~~other documents ~~required to be filed with respect thereto,~~in connection therewith, with the Securities and Exchange Commission, ~~or any regulatory authority,~~ granting unto ~~such attorney-in-fact~~said attorneys-in-fact and ~~agent,~~agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in ~~and about the premises in order to effectuate the same,~~connection therewith, as fully to all intents and purposes as he or she ~~himself or herself~~ might or could do ~~if personally present,~~in person, hereby ratifying and confirming all that said ~~attorney-in-fact~~attorneys-in-fact and ~~agent,~~agents, or ~~his~~either of them, or ~~her~~their substitute or substitutes, may lawfully do or cause to be ~~done.~~

done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this ~~registration statement~~Registration Statement has been signed below by the following persons in the capacities and on the ~~date~~dates indicated.

~~Signature~~ SIGNATURE	~~Title~~	~~Date~~	TITLE		DATE

/s/ ~~Jeff Berg~~Howard J. Federoff	~~President,~~		Chief Executive Officer and ~~Director~~President (principal executive officer)	~~December 20, 2013~~	August 13, 2021
~~Jeff Berg~~ Howard J. Federoff	~~(Principal Executive Officer)~~
/s/ Sandra Gurrola			Vice President of Finance (principal financial and accounting officer)		August 13, 2021
~~/s/~~ ~~Kendra Berger~~ Sandra Gurrola	~~Chief Financial Officer~~					~~December 20, 2013~~
~~Kendra Berger~~ /s/ Charles Cherington	~~(Principal Financial and Accounting Officer)~~		Director		August 13, 2021
Charles Cherington
~~/s/~~ ~~Mary Beth Lewis~~	~~Director~~	~~December 20, 2013~~	Director
~~Mary Beth Lewis~~ Luba Greenwood
/s/ Dennis H. Langer			Director		August 13, 2021
~~/s/~~ ~~Steve Mitgang~~ Dennis H. Langer	~~Director~~					~~December 20, 2013~~
~~Steve Mitgang~~ /s/ Erich Mohr			Director		August 13, 2021
Erich Mohr
~~/s/~~ ~~Tony Uphoff~~	~~Director~~	~~December 20, 2013~~
~~Tony Uphoff~~

~~/s/~~ ~~Paul Yanover~~	~~Director~~	~~December 20, 2013~~
~~Paul Yanover~~

~~EXHIBIT INDEX~~

~~Exhibit~~No.	~~Description~~
~~1.1~~	~~Form of Underwriting Agreement~~	~~To be filed by amendment or as an exhibit to a report pursuant to Section 13(a), 13(c) or 15(d) of the Exchange Act~~
~~3.1~~	~~Restated Certificate of Incorporation~~	~~Previously filed as an exhibit to the registrant's report on Form 10-Q filed on August 14, 2013 and incorporated herein by reference.~~
~~3.2~~	~~Certificate of Elimination of Series B Convertible Preferred Stock~~	~~Previously filed as an exhibit to the registrant's report on Form 8-K filed on August 14, 2013 and incorporated herein by reference.~~
~~3.3~~	~~Bylaws~~	~~Previously filed as an exhibit to the registrant's report on Form 10-K filed on March 26, 2008 and incorporated herein by reference.~~
~~4.1~~	~~Specimen Common Stock Certificate~~	~~Previously filed as an exhibit to the registrant's registration statement on Form 8-A, File No. 0-19383, and incorporated herein by reference.~~
~~4.2~~	~~Form of Warrant~~	~~To be filed by amendment or as an exhibit to a report pursuant to Section 13(a), 13(c) or 15(d) of the Exchange Act~~
~~4.3~~	~~Form of Unit Agreement~~	~~To be filed by amendment or as an exhibit to a report pursuant to Section 13(a), 13(c) or 15(d) of the Exchange Act~~
~~4.4~~	~~Form of Preferred Stock Certificate~~	~~To be filed by amendment or as an exhibit to a report pursuant to Section 13(a), 13(c) or 15(d) of the Exchange Act~~
~~4.5~~	~~Form of Certificate of Designation with respect to Preferred Stock~~	~~To be filed by amendment or as an exhibit to a report pursuant to Section 13(a), 13(c) or 15(d) of the Exchange Act~~
~~4.6~~	~~Form of Senior Indenture~~	~~Filed herewith~~
~~4.7~~	~~Form of Subordinated Indenture~~	~~Filed herewith~~
~~5.1~~	~~Opinion of ELA Corporate Law~~	~~Filed herewith~~
~~23.1~~	~~Consent of Mayer Hoffman McCann P.C., Independent Registered Public Accounting Firm~~	~~Filed herewith~~
~~23.2~~	~~Consent of ELA Corporate Law~~	~~Included as part of Exhibit 5.1~~
~~24.1~~	~~Powers of Attorney~~	~~Included on the signature page to the registration statement~~
~~25.1~~	~~Statement of Eligibility on Form T-1 under the Trust Indenture Act of 1939, as amended~~	~~To be filed by amendment or as an exhibit to a report pursuant to Section 13(a), 13(c) or 15(d) of the Exchange Act~~

Large accelerated filer~~[_]~~		☐	Accelerated filer~~[_]~~	☐
Non-accelerated filer~~[_]~~		☑	Smaller reporting company~~[X]~~	☑
	~~(Do not check if a smaller reporting company)~~		Emerging growth company	☐

Title of Each Class of Securities to be Registered			Amount to be Registered⁽¹⁾			Proposed Maximum Offering Price Per Share⁽²⁾			Proposed Maximum Aggregate Offering Price⁽²⁾			Amount of Registration Fee
Common stock, par value $0.005 per share			6,281,454			$11.69			$73,430,197.16			$8,011.23

CALCULATION OF REGISTRATION FEE
Title of Each Class of Securities to be Registered (1)	Amount to be Registered (2)	Proposed Maximum Offering Price Per Share (2)	Proposed Maximum Aggregate Offering Price (3)	Amount of Registration Fee
Common Stock, par value $0.005 per share
Preferred Stock, par value $0.005 per share
Debt Securities
Warrants
Units
Total			$25,000,000.00	$3,220.00

SEC registration fee			$8,011
Accounting fees and expenses			11,000
Legal fees and expenses			15,000
Miscellaneous fees and expenses			10,989
Total expenses			45,000

SEC registration fee	$	3,220
Legal fees and expenses		50,000
Printing fees and expenses		10,000
Accounting fees and expenses		4,000
Transfer agent’s and trustee’s fees and expenses		10,000
Other fees and expenses		5,000
Total	$	82,220