United States securities and exchange commission logo





                             October 30, 2020

       Allen Wolff
       Chief Executive Officer
       NTN Buzztime, Inc.
       6965 El Camino Real, Suite 105-Box 517
       Carlsbad, CA 92009

                                                        Re: NTN Buzztime, Inc.
                                                            Registration
Statement on Form S-4
                                                            Filed October 2,
2020
                                                            File No. 333-249249

       Dear Mr. Wolff:

              We have reviewed your registration statement and have the
following comments. In
       some of our comments, we may ask you to provide us with information so
we may better
       understand your disclosure.

              Please respond to this letter by amending your registration
statement and providing the
       requested information. If you do not believe our comments apply to your
facts and
       circumstances or do not believe an amendment is appropriate, please tell
us why in your
       response.

              After reviewing any amendment to your registration statement and
the information you
       provide in response to these comments, we may have additional comments.

       Form S-4 filed October 2, 2020

       Questions and Answers, page 1

   1.                                                   Please revise the
Question and Answer section to highlight the disclosure on page 141
                                                        that, contingent and
effective upon the closing of the Asset Sale, Mr. Wolff will become
                                                        the chief executive
officer of eGames.com and his employment as NTN   s chief executive
                                                        officer will terminate.
   2.                                                   Please revise the
Questions and Answers section to discuss and clarify, as applicable, how
                                                        the Board's "expedient"
and "best interests" determination concerning the Asset Sale
                                                        differs from the "fair
to, and advisable" determination that the Board made concerning the
                                                        Merger Agreement. Also,
revise to highlight the disclosure on page 106 that NTN did not
                                                        request or receive a
fairness opinion from a financial advisor regarding the consideration
                                                        to be received by NTN
in the Asset Sale due to NTN   s limited resources.
 Allen Wolff
FirstName LastNameAllen Wolff
NTN Buzztime,  Inc.
Comapany
October 30,NameNTN
            2020    Buzztime, Inc.
October
Page 2 30, 2020 Page 2
FirstName LastName
The Companies Involved in the Merger, page 7

3.       We note your disclosure highlighting that Brooklyn's product candidate
IRX-2 has
         received fast track and orphan drug designations. Please revise the
Summary, where
         appropriate, to explain that there is no guarantee that the FDA will
review IRX-2 or
         Brooklyn's other product candidates on an expedited timeline and that
such designations
         are not a guarantee of eventual FDA approval.
Overview of the Merger Agreement
Merger Consideration, page 10

4.       We note that the merger consideration is impacted by the status of
several financial
         metrics at the time of closing. Accordingly, please revise and
continue to update the
         prospectus to disclose the current and/or anticipated status of these
metrics.
Support Agreements, page 12

5.       Please disclose the percentage of outstanding shares of NTN's common
stock that are
         covered by the support agreements among NTN, Brooklyn and NTN's
officers and
         directors. Please also disclose the percentage of Class A membership
interests in Brooklyn
         that are covered by the support agreements among NTN, Brooklyn and
certain beneficial
         holders of Brooklyn's Class A membership interests.
Overview of the Asset Purchase Agreement
Consideration, page 13

6.       We note your disclosure that eGames.com will assume the liabilities of
NTN specified in
         the asset purchase agreement. Please update your disclosure here to
discuss the liabilities
         that will remain with NTN and whether those liabilities will become
the liabilities of the
         NTN-Brooklyn combined company following the Merger. In particular,
please discuss
         and quantify the Avidbank loan and the PPP loan and whether those
loans will become the
         liabilities of the combined company.
NYSE American Listing, page 15

7.       Please update your disclosure to include a discussion of the potential
consequences to
         investors, including the ability of investors to buy and sell shares
of common stock, if the
         NYSE American does not approve the listing application of the combined
company, but
         Brooklyn elects to waive this closing condition and proceeds with the
merger.
Risk Factors
If the conditions to closing the Merger are not satisfied, the Merger may not
occur., page 19

8.       We note your disclosure that one of the conditions to closing the
Merger is that, at the
         closing, Brooklyn have not more than $750,000 in indebtedness for
borrowed money.
         Please revise to disclose how much indebtedness for borrowed money
Brooklyn had as of
 Allen Wolff
NTN Buzztime, Inc.
October 30, 2020
Page 3
         the most recent practicable date.
Risks Relating to the Market for NTN Common Stock
Our common stock could be delisted or suspended from trading on the NYSE
American if we do
not regain compliance..., page 64

9.       Please revise here and on page 125 to clarify whether NYSE American is
requiring the
         submission of an initial listing application and, as applicable,
whether there are risks
         concerning the ability of the combined company to satisfy the
applicable listing standards.
Background of the Asset Sale and the Merger
Historical Background for NTN, page 76

10.      We note your disclosure on page 86 indicating that Mr. Wolff
introduced representatives
         of eGames.com to Armanino on May 30, 2020. Please briefly describe how
Mr. Wolff
         and/or NTN became aware of eGames.com's interest in NTN's assets.
Revise the
         Background section to identify the person(s) who communicated and
negotiated on behalf
         of eGames.com. Similarly, and with reference to the September 17
entry, please identify
         the persons at NTN who negotiated the Asset Sale with eGames.com.
11.      With reference to the April 20, 2020 entry, please revise the
Background section to
         discuss and explain, as applicable, whether the Board reassessed Mr.
Wolff's role as chair
         of the strategic committee and/or his role in negotiating with
eGames.com subsequent to
         eGames.com's July 17 solicitation to have Mr. Wolff join eGames.com's
management
         team.
Historical Background for Brooklyn, page 99

12.      We note your disclosure that Brooklyn has been seeking to become a
publicly traded
         entity through a reverse merger since the spring of 2019. Please
revise your disclosure to
         briefly describe why Brooklyn elected to pursue public listing through
a reverse merger as
         opposed to an initial public offering or other method.
Opinion of NTN Financial Advisor
Comparable Public Company Analysis, page 112

13.    We note your disclosure that as part of its comparable public company
analysis,
       Newbridge chose companies that had lead drug candidates which had
progressed past
       Phase II of U.S. FDA trials. We further note your disclosure that
Brooklyn's lead product
FirstName LastNameAllen Wolff
       candidate is currently being evaluated in a Phase 2b clinical trial.
Please revise your
Comapany    NameNTN
       disclosure       Buzztime,
                  to explain       Inc.
                             why Newbridge    selected this characteristic
despite the fact that it
       does not appear
October 30, 2020 Page 3 to apply to Brooklyn.
FirstName LastName
 Allen Wolff
FirstName LastNameAllen Wolff
NTN Buzztime,  Inc.
Comapany
October 30,NameNTN
            2020    Buzztime, Inc.
October
Page 4 30, 2020 Page 4
FirstName LastName
Brooklyn Business
Overview, page 169

14.      Please revise the Brooklyn Business section to discuss the following:
             The general development of Brooklyn's business over the past 5
years, including that
             of its predecessor, IRX Therapeutics.
             Brooklyn's intellectual property including (i) Brooklyn's patents
and the products
             and/or technologies to which they relate, (ii) whether such
patents are owned or
             licensed, (iii) the type of patent protection, (iv) patent
expiration dates and (v) the
             jurisdictions where Brooklyn owns or licenses patents.
             Legal proceedings involving Brooklyn, including, as applicable,
the litigation with
             USF discussed on page F-74.
15.      We note your description of the June 10, 2020 letter published in the
Journal of Medical
         Virology. Please revise to clarify what person or entity sent the
letter and what ICU was
         used for the evaluation. Please also clarify if there have been any
more recent
         developments in this area.
16.      We note your disclosure that in a prior clinical trial of IRX-2, a
correlation was shown
         between immune marker activation and disease-free survival in head and
neck cancer.
         Please add disclosure to the Brooklyn Business section to discuss
prior clinical trials
         conducted to evaluate IRX-2. In your discussions of each of these
prior clinical trials,
         please include:

                The number of patients enrolled in the trial;
                The endpoints of the trial and whether or not the trial
achieved those endpoints;
                Whether or not the data from the trial was found to be
statistically significant
              (including the P-value);
                Serious adverse events and adverse events that occurred during
the trial including
              whether or not the SAE or AE was linked to IRX-2, the nature of
the SAE or AE and
              the number of patients in the trial that experienced it; and
                Whether the results of the trial were sufficient to advance
IRX-2 to a subsequent
              clinical trial for the indication being evaluated.
17.      We note your discussion on page F-59 concerning Brooklyn's licensing
agreement with
         USF. Please describe the material terms of this license agreement in
the Business section
         and file the agreement as an exhibit to the registration statement.
Strategy, page 171

18.      We note your disclosure here referencing your plans to "accelerate"
your clinical program
         and to "accelerated clinical development timelines." Please revise
this disclosure and
         similar disclosure throughout the registration statement to remove any
implication that
         you will be successful in developing your product candidates in a
rapid or accelerated
         manner as such statements are speculative.
 Allen Wolff
NTN Buzztime, Inc.
October 30, 2020
Page 5
19.      We note your statement that you believe that your assets will be
deemed to be truly unique
         and represent potential breakthroughs in cancer treatment. Please
revise your disclosure to
         clarify what assets you are referring to beyond your IRX-2 product
candidate. Please also
         revise to clarify that there can be no guarantee that a regulatory
agency will grant you a
         breakthrough designation.
IRX-2 Technology, page 172

20.      We note your statement that data collected to date suggest that IRX-2
reduces immune
         suppression. Please revise your disclosure to present this data, or
provide a cross-reference
         to where this data is presented in the registration statement.
The INSPIRE Study, page 174

21.      We note your statement that IRX-2 demonstrated an acceptable "safety"
profile and your
         statement on page 175 that IRX-2 was concluded to be safe. Safety is a
determination that
         is solely within the authority of the FDA or similar foreign
regulators. You may state that
         IRX-2 was well-tolerated, if accurate. Please revise these statements
and any other similar
         statements in your document.
Brief Descriptions of Investigator Sponsored Studies (Planned or In-Progress),
page 175

22.      We note your discussion of your ongoing clinical trials of IRX-2 in
various indications,
         both as a monotherapy and as a combination therapy. Please update your
discussion of
         each of these trials to include:

                The current status of the trial, including the number of
patients enrolled (if the study
              has not yet begun, please clarify whether there is an IND);
                The primary and secondary endpoints of the trial;
                The date on which the trial commenced;
                Whether any SAEs or AEs have occurred that are linked to
treatment (and the nature
              and amount of any such SAEs or AEs); and
                When trial data is scheduled to become available.

23.    We note your description of the BR-101 Phase 1 clinical trial. In
addition to providing the
       information requested by the comment above, please revise your
description to briefly
       discuss the meaning of the preliminary findings of the trial cited in
your document and
       whether each of the findings referenced in the description were
statistically significant.
FirstName LastNameAllen Wolff
       You may use a chart or graph to present the data from the trial. Please
also revise your
Comapany    NameNTN
       disclosure        Buzztime,
                   to indicate       Inc. 1 trials are designed to evaluate the
safety of the product
                               that Phase
Octoberbeing  tested,
         30, 2020     rather
                   Page  5 than efficacy.
FirstName LastName
 Allen Wolff
FirstName LastNameAllen Wolff
NTN Buzztime,  Inc.
Comapany
October 30,NameNTN
            2020    Buzztime, Inc.
October
Page 6 30, 2020 Page 6
FirstName LastName
Brooklyn Management's Discussion and Analysis of Financial Conditions and
Results of
Operations
Critical Accounting Policies and Estimates, page 187

24.      The critical accounting policies and estimates appear to be a
repetition of accounting
         policies included in Note 3 of your financial statements. Please
revise to provide more
         robust disclosures of your critical accounting policies and estimates
to reflect the
         methods and assumptions used and estimates made related to critical
accounting items,
         including but not limited to, goodwill and accruals for clinical trial
expenses. Refer to
         Section V of SEC Release No. 33-8350.
Results of Operations
Research and Development Expenses, page 189

25.      As indicated in FRC 501.01, MD&A is intended to give an investor an
opportunity to
         view a registrant through the eyes of its management. Given the
significance of your
         research and development costs, please consider including
disaggregated disclosure of the
         nature of expenses incurred for each period.
Brooklyn Management's Discussion and Analysis of Financial Conditions and
Results of
Operations
Royalties on Product Sales, page 191

26.      Please describe the material terms of each of Brooklyn's royalty and
license agreements.
         Please also file the agreements as exhibits to the registration
statement or explain to us
         why they are not required to be filed. The description of each
agreement should include (i)
         the royalty rate, or a range no greater than 10 percentage points per
tier; (ii) when the
         royalty provisions expire and (iii) any termination provisions.
Brooklyn Management's Discussion and Analysis of Financial Conditions and
Results of
Operations
Paycheck Protection Program Loan, page 212

27.      We note your disclosure that certain amounts of the PPP Loan may be
forgiven if they are
         used for qualifying expenses as described in the CARES Act. Please
revise your
         disclosure to discuss how NTN used the amounts it received through the
PPP and whether
         those uses are considered qualifying expenses.
NTN Buzztime, Inc. Financial Statements
Note 11. Shareholders' Equity
Cumulative Convertible Preferred Stock, page F-23

28.      You disclose that the conversion rate is subject to adjustment. Please
revise to
         disclose the adjusting mechanism for the conversion rate. Please refer
to ASC 505-10-50-
         6.
 Allen Wolff
FirstName LastNameAllen Wolff
NTN Buzztime,  Inc.
Comapany
October 30,NameNTN
            2020    Buzztime, Inc.
October
Page 7 30, 2020 Page 7
FirstName LastName
Brooklyn ImmunoTherapeutics LLC Financial Statements
Note 4. Business Combination, page F-57

29.      You disclose that Brooklyn ImmunoTherapeutics LLC was formed for the
purpose of
         consummating a business combination with IRX Therapeutics, Inc., that
Brooklyn had no
         operations prior to the business combination, and that the acquisition
was effected by the
         issuance of equity interests. Please explain to us why you accounted
for this transaction
         as a business combination under ASC 805 rather than a reverse
recapitalization. Please
         refer to ASC 805-10-55-15 and provide us your analysis of how you
applied the guidance
         in paragraphs ASC 805-10-55-10 through 55-14 to determine whether a
change in control
         occurred.
30.      Please revise to provide a qualitative description of the factors that
make up
         the goodwill recognized in this business combination in accordance
with ASC 805-30-50-
         1(a).
31.      You disclose that the aggregate consideration consisted of $2,400,000
equal to the fair
         value of Brooklyn membership units issued to the former shareholders
and debt holders of
         IRX. We note the disclosure of the valuation methodology on page F-62.
Please explain
         to us how you concluded that the equity interests issued represent a
more clearly
         evident and reliable fair value measurement. Refer to ASC 805-30-30-2.

32.      With respect to the contingent consideration relating to your royalty
obligation, and
         noting your disclosure on page F-72 that the fair value is a Level 3
measurement, please
         include the disclosures required by ASC 805-30-50-1(c)(2) - (c)(3) and
ASC 820-10-50-
         2(bbb).
General

33.      We note that the Asset Sale appears to represent a sale of
substantially all of your assets.
         Given Mr. Wolff's prospective position with the buyer of the assets,
please file a Schedule
         13e-3 or advise us why this is not a Rule 13e-3 transaction.
        We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.

       Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.
 Allen Wolff
NTN Buzztime, Inc.
October 30, 2020
Page 8



       You may contact Li Xiao at (202) 551-4391 or Kate Tillan at (202)
551-3604 if you have
questions regarding comments on the financial statements and related matters.
Please contact
Alan Campbell at (202) 551-4224 or Joe McCann at (202) 551-6262 with any other
questions.



                                                         Sincerely,
FirstName LastNameAllen Wolff
                                                         Division of
Corporation Finance
Comapany NameNTN Buzztime, Inc.
                                                         Office of Life
Sciences
October 30, 2020 Page 8
cc:       Edwin Astudillo
FirstName LastName