Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2021 | Aug. 12, 2021 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Period End Date | Jun. 30, 2021 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q2 | |
Document Transition Report | false | |
Entity File Number | 001-11460 | |
Entity Registrant Name | Brooklyn ImmunoTherapeutics, Inc. | |
Entity Central Index Key | 0000748592 | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 31-1103425 | |
Entity Address, Address Line One | 140 58th Street | |
Entity Address, Address Line Two | Suite 2100 | |
Entity Address, City or Town | Brooklyn | |
Entity Address, State or Province | NY | |
Entity Address, Postal Zip Code | 11220 | |
City Area Code | 212 | |
Local Phone Number | 582-1199 | |
Title of 12(b) Security | Common stock, $0.005 par value per share | |
Trading Symbol | BTX | |
Security Exchange Name | NYSEAMER | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 51,729,612 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) | Jun. 30, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash | $ 50,164,673 | $ 1,630,455 |
Tax receivable | 23,303 | 0 |
Prepaid expenses and other current assets | 1,753,197 | 102,322 |
Total current assets | 51,941,173 | 1,732,777 |
Property and equipment, net | 582,041 | 594,106 |
Right-of-use assets - operating leases | 2,767,804 | 2,092,878 |
Goodwill | 2,043,747 | 2,043,747 |
In-process research and development | 6,860,000 | 6,860,000 |
Security deposits and other assets | 514,881 | 453,252 |
Total assets | 64,709,646 | 13,776,760 |
Current liabilities: | ||
Accounts payable | 3,679,311 | 1,275,223 |
Accrued expenses | 1,916,126 | 1,051,020 |
Loans payable | 410,000 | 410,000 |
PPP loan, current | 309,905 | 115,972 |
Operating lease liabilities, current | 383,923 | 273,217 |
Other current liabilities | 985,233 | 0 |
Total current liabilities | 7,684,498 | 3,125,432 |
Contingent consideration | 19,290,000 | 20,110,000 |
Operating lease liabilities, non-current | 2,529,422 | 1,905,395 |
PPP loan, non-current | 0 | 193,933 |
Other liabilities | 22,863 | 22,863 |
Total liabilities | 29,526,783 | 25,357,623 |
Stockholders' and members' equity (deficit): | ||
Common stock, $0.005 par value, 100,000,000 shares authorized, 44,707,382 issued and outstanding at June 30, 2021; no shares issued and outstanding at December 31, 2020. | 223,537 | 0 |
Additional paid-in capital | 100,134,743 | 0 |
Accumulated deficit | (65,176,198) | (37,380,741) |
Total stockholders' and members' equity (deficit) | 35,182,863 | (11,580,863) |
Total liabilities and stockholders' and members' equity (deficit) | 64,709,646 | 13,776,760 |
Class A Membership Units [Member] | ||
Stockholders' and members' equity (deficit): | ||
Common units | 0 | 23,202,005 |
Class B Membership Units [Member] | ||
Stockholders' and members' equity (deficit): | ||
Common units | 0 | 1,400,000 |
Class C Membership Units [Member] | ||
Stockholders' and members' equity (deficit): | ||
Common units | 0 | 1,000,000 |
Common Units [Member] | ||
Stockholders' and members' equity (deficit): | ||
Common units | 0 | 197,873 |
Series A Preferred Stock [Member] | ||
Stockholders' and members' equity (deficit): | ||
Series A preferred stock | 781 | 0 |
Total stockholders' and members' equity (deficit) | $ 781 | $ 0 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Jun. 30, 2021 | Dec. 31, 2020 |
Stockholders' and members' equity (deficit): | ||
Common stock, par value (in dollars per share) | $ 0.005 | $ 0.005 |
Common stock, shares authorized (in shares) | 100,000,000 | 100,000,000 |
Common stock, shares issued (in shares) | 44,707,382 | 0 |
Common stock, shares outstanding (in shares) | 44,707,382 | 0 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Operating expenses: | ||||
Research and development | $ 5,392,777 | $ 6,912,410 | ||
Research and development | $ 985,081 | $ 1,376,140 | ||
General and administrative | 4,620,353 | 1,034,120 | 6,256,910 | 1,657,595 |
Transaction costs | 0 | 0 | 5,765,407 | 0 |
Change in fair value of contingent consideration | 0 | 0 | (820,000) | 0 |
Total operating expenses | 10,013,130 | 2,019,201 | 18,114,727 | 3,033,735 |
Loss from operations | (10,013,130) | (2,019,201) | (18,114,727) | (3,033,735) |
Other expenses: | ||||
Loss on sale of NTN assets | (50,000) | 0 | (9,648,173) | 0 |
Other expense, net | (22,187) | (14,245) | (24,751) | (18,923) |
Total other expenses | (72,187) | (14,245) | (9,672,924) | (18,923) |
Net loss | (10,085,317) | (2,033,446) | (27,787,651) | (3,052,658) |
Series A preferred stock dividend | (7,806) | 0 | (7,806) | 0 |
Net loss attributable to common stockholders | $ (10,093,123) | $ (2,033,446) | $ (27,795,457) | $ (3,052,658) |
Net loss per common share - basic (in dollars per share) | $ (0.24) | $ (0.12) | $ (0.79) | $ (0.17) |
Net loss per common share - diluted (in dollars per share) | $ (0.24) | $ (0.12) | $ (0.79) | $ (0.17) |
Weighted average number of shares outstanding - basic (in shares) | 42,448,188 | 17,583,489 | 35,187,292 | 17,542,750 |
Weighted average number of shares outstanding - diluted (in shares) | 42,448,188 | 17,583,489 | 35,187,292 | 17,542,750 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' AND MEMBERS' EQUITY (DEFICIT) - USD ($) | Membership Equity [Member]Class A [Member] | Membership Equity [Member]Class B [Member] | Membership Equity [Member]Class C [Member] | Membership Equity [Member]Common [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] | Total | Series A Preferred Stock [Member] |
Balance at Dec. 31, 2019 | $ 18,177,692,000 | $ 1,400,000 | $ 1,000,000 | $ 106,937 | $ (10,941,526) | $ 9,743,103 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Stock based compensation | 0 | 0 | 0 | 45,468 | 0 | 45,468 | |||
Sale of members' equity | 5,024,313,000 | 0 | 0 | 0 | 0 | 5,024,313 | |||
Net loss | 0 | 0 | 0 | 0 | (3,052,658) | (3,052,658) | |||
Balance at Jun. 30, 2020 | 23,202,005,000 | 1,400,000 | 1,000,000 | 152,405 | (13,994,184) | 11,760,226 | |||
Balance at Mar. 31, 2020 | 18,490,192,000 | 1,400,000 | 1,000,000 | 129,671 | (11,960,738) | 9,059,125 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Stock based compensation | 0 | 0 | 0 | 22,734 | 0 | 22,734 | |||
Sale of members' equity | 4,711,813,000 | 0 | 0 | 0 | 0 | 4,711,813 | |||
Net loss | 0 | 0 | 0 | 0 | (2,033,446) | (2,033,446) | |||
Balance at Jun. 30, 2020 | 23,202,005,000 | 1,400,000 | 1,000,000 | 152,405 | (13,994,184) | 11,760,226 | |||
Balance at Dec. 31, 2020 | 23,202,005 | 1,400,000 | 1,000,000 | 197,873 | $ 0 | $ 0 | (37,380,741) | (11,580,863) | $ 0 |
Balance (in shares) at Dec. 31, 2020 | 0 | 0 | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Brooklyn rights offerings membership units | 10,500,000 | 0 | 0 | 0 | $ 0 | 0 | 0 | 10,500,000 | $ 0 |
Elimination of Brooklyn's historical members' equity | (33,702,005) | (1,400,000) | (1,000,000) | (197,873) | 0 | 36,299,878 | 0 | 0 | 0 |
Common stock to be retained by NTN stockholders | 0 | 0 | 0 | 0 | $ 7,572 | 8,169,885 | 0 | 8,177,457 | $ 0 |
Common stock to be retained by NTN stockholders (in shares) | 1,514,373 | 0 | |||||||
Issuance of Series A preferred stock retained by NTN stockholders | 0 | 0 | 0 | 0 | $ 0 | (781) | 0 | 0 | $ 781 |
Issuance of Series A preferred stock retained by NTN stockholders (in shares) | 0 | 156,112 | |||||||
Issuance of common stock to Brooklyn members | 0 | 0 | 0 | 0 | $ 194,620 | (194,620) | 0 | 0 | $ 0 |
Issuance of common stock to Brooklyn members (in shares) | 38,923,957 | 0 | |||||||
Issuance of common stock to Financial Advisor upon consummation of merger | 0 | 0 | 0 | 0 | $ 5,338 | 5,760,069 | 0 | 5,765,407 | $ 0 |
Issuance of common stock to Financial Advisor upon consummation of merger (in shares) | 1,067,668 | 0 | |||||||
Issuance of common stock from the exercise of stock options | 0 | 0 | 0 | 0 | $ 6 | 10,196 | 0 | 10,202 | $ 0 |
Issuance of common stock from the exercise of stock options (in shares) | 1,300 | 0 | |||||||
Issuance of common stock related to stock purchase agreement with Lincoln Park Capital Fund, LLC, net | 0 | 0 | 0 | 0 | $ 16,060 | 48,508,858 | 0 | 48,524,918 | $ 0 |
Issuance of common stock related to stock purchase agreement with Lincoln Park Capital Fund, LLC, net (in shares) | 3,211,942 | 0 | |||||||
Issuance of common stock in lieu of cash dividend to Series A preferred stockholders | 0 | 0 | 0 | 0 | $ 1 | 7,805 | (7,806) | 0 | $ 0 |
Issuance of common stock in lieu of cash dividend to Series A preferred stockholders (in shares) | 202 | 0 | |||||||
Forfeiture of unvested restricted stock | 0 | 0 | 0 | 0 | $ (60) | 60 | 0 | 0 | $ 0 |
Forfeiture of unvested restricted stock (in shares) | (12,060) | 0 | |||||||
Stock based compensation | 0 | 0 | 0 | 0 | $ 0 | 1,573,393 | 0 | 1,573,393 | $ 0 |
Net loss | 0 | 0 | 0 | 0 | 0 | 0 | (27,787,651) | (27,787,651) | 0 |
Balance at Jun. 30, 2021 | 0 | 0 | 0 | 0 | $ 223,537 | 100,134,743 | (65,176,198) | 35,182,863 | $ 781 |
Balance (in shares) at Jun. 30, 2021 | 44,707,382 | 156,112 | |||||||
Balance at Mar. 31, 2021 | 0 | 0 | 0 | 0 | $ 207,530 | 50,453,489 | (55,083,075) | (4,421,275) | $ 781 |
Balance (in shares) at Mar. 31, 2021 | 41,505,998 | 156,112 | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Common stock to be retained by NTN stockholders | 0 | 0 | 0 | 0 | $ 0 | (157) | 0 | (157) | $ 0 |
Common stock to be retained by NTN stockholders (in shares) | 0 | 0 | |||||||
Issuance of common stock from the exercise of stock options | 0 | 0 | 0 | 0 | $ 6 | 10,196 | 0 | 10,202 | $ 0 |
Issuance of common stock from the exercise of stock options (in shares) | 1,300 | 0 | |||||||
Issuance of common stock related to stock purchase agreement with Lincoln Park Capital Fund, LLC, net | 0 | 0 | 0 | 0 | $ 16,060 | 48,508,858 | 0 | 48,524,918 | $ 0 |
Issuance of common stock related to stock purchase agreement with Lincoln Park Capital Fund, LLC, net (in shares) | 3,211,942 | 0 | |||||||
Issuance of common stock in lieu of cash dividend to Series A preferred stockholders | 0 | 0 | 0 | 0 | $ 1 | 7,805 | (7,806) | 0 | $ 0 |
Issuance of common stock in lieu of cash dividend to Series A preferred stockholders (in shares) | 202 | 0 | |||||||
Forfeiture of unvested restricted stock | 0 | 0 | 0 | 0 | $ (60) | 60 | 0 | 0 | $ 0 |
Forfeiture of unvested restricted stock (in shares) | (12,060) | 0 | |||||||
Stock based compensation | 0 | 0 | 0 | 0 | $ 0 | 1,154,492 | 0 | 1,154,492 | $ 0 |
Net loss | 0 | 0 | 0 | 0 | 0 | 0 | (10,085,317) | (10,085,317) | 0 |
Balance at Jun. 30, 2021 | $ 0 | $ 0 | $ 0 | $ 0 | $ 223,537 | $ 100,134,743 | $ (65,176,198) | $ 35,182,863 | $ 781 |
Balance (in shares) at Jun. 30, 2021 | 44,707,382 | 156,112 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 6 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Cash flows used in operating activities: | ||
Net loss | $ (27,787,651) | $ (3,052,658) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 63,485 | 47,638 |
Stock-based compensation | 1,573,393 | 45,468 |
Amortization of right-to-use asset | 148,702 | 0 |
Transaction costs - shares to Financial Advisor | 5,765,407 | 0 |
Loss on sale of NTN assets | 9,648,173 | 0 |
Change in fair value of contingent consideration | (820,000) | 0 |
Changes in operating assets and liabilities: | ||
Account receivable | 4,680 | 0 |
Prepaid expenses and other current assets | (1,509,284) | (79,175) |
Security deposits and other non-current assets | (26,909) | (84,915) |
Accounts payable and accrued expenses | 2,844,135 | (942,836) |
Operating lease liability | (138,895) | (468) |
Other liabilities | 0 | 10,324 |
Net cash used in operating activities | (10,234,764) | (4,056,622) |
Cash flows provided by (used in) investing activities: | ||
Purchase of property and equipment | 0 | (26,177) |
Purchase of NTN, net of cash acquired | 147,262 | 0 |
Proceeds from the sale of NTN assets, net of cash disposed | 118,594 | 0 |
Net cash provided by (used in) investing activities | 265,856 | (26,177) |
Cash flows provided by financing activities: | ||
Net proceeds of common stock issued to Lincoln Park | 48,524,918 | 0 |
Proceeds from the exercise of stock options | 10,202 | 0 |
Proceeds from loans payable | 0 | 309,905 |
Repayment of NTN's PPP Loan | (531,994) | 0 |
Proceeds from sale of members' equity | 10,500,000 | 3,858,750 |
Net cash provided by financing activities | 58,503,126 | 4,168,655 |
Net increase in cash and cash equivalents | 48,534,218 | 85,856 |
Cash and cash equivalents at beginning of period | 1,630,455 | 5,100,819 |
Cash and cash equivalents at end of period | 50,164,673 | 5,186,675 |
Cash paid during the period for: | ||
Interest | 0 | 0 |
Income taxes | 0 | 0 |
Supplemental disclosure of non-cash investing and financing activities: | ||
Issuance of common stock for Series A preferred stock dividend | 7,806 | 0 |
Issuance of Common Stock for business combination | 8,177,457 | 0 |
Forfeiture of unvested restricted stock | (60) | 0 |
Preferred shares issued in connection with reverse merger | 781 | 0 |
Initial measurement of ROU assets and liabilities | $ 873,629 | $ 0 |
DESCRIPTION OF BUSINESS AND BAS
DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION | 6 Months Ended |
Jun. 30, 2021 | |
DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION [Abstract] | |
DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION | 1) DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION Description of Business Brooklyn ImmunoTherapeutics Inc. (“Brooklyn”), together with its subsidiaries including Brooklyn ImmunoTherapeutics LLC (“Brooklyn LLC”) , is a clinical stage biopharmaceutical company focused on developing a cytokine-based therapy to treat patients with cancer. As used herein, the “Company” refers collectively to Brooklyn and its subsidiaries. On August 12, 2020, Brooklyn (then known as “NTN Buzztime, Inc.”), Brooklyn LLC and BIT Merger Sub, Inc., a wholly owned subsidiary of Brooklyn (the “Merger Sub”), entered into an agreement and plan of merger and reorganization (the “Merger Agreement”) pursuant to which, among other matters, Merger Sub merged with and into Brooklyn LLC, with Brooklyn LLC continuing as a wholly owned subsidiary of Brooklyn and as the surviving company of the merger (the “Merger”). The Merger was closed on March 25, 2021. After the Merger, Brooklyn changed its name from “NTN Buzztime, Inc.” to “Brooklyn ImmunoTherapeutics, Inc.” The Merger was accounted for as a reverse acquisition, with Brooklyn LLC being deemed the acquiring company for accounting purposes. On March 26, 2021, Brooklyn sold (the “Disposition”) its rights, title and interest in and to the assets relating to the business it operated prior to the Merger, which was operated under the name “NTN Buzztime, Inc.,” to eGames.com Holdings LLC (“eGames.com”) in accordance with the terms of an asset purchase agreement dated September 18, 2020, as amended, between Brooklyn and eGames.com (the “Asset Purchase Agreement”). (See Note 3.) Basis of Presentation The accompanying unaudited interim condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial statements and with the instructions to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. As described above, the Merger closed on March 25, 2021. The Merger was accounted for as a reverse acquisition, with Brooklyn LLC being deemed the acquiring company for accounting purposes. Brooklyn LLC’s historical financial statements have replaced Brooklyn’s historical financial statements with respect to periods prior to the completion of the Merger (when Brooklyn operated under the name “NTN Buzztime, Inc.”. The Company retrospectively adjusted the weighted average shares used in determining loss per common share to reflect the conversion of the outstanding Class A units, Class B units, Class C units, and common units of Brooklyn LLC that converted into shares of Brooklyn’s common stock upon the Merger and to reflect the effect of the 2-to-1 These condensed consolidated financial statements should be read with the audited consolidated financial statements and notes thereto for the fiscal year ended, and as of, December 31, 2020, contained in Brooklyn’s Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on March 31, 2021, as amended by an amendment thereto filed with the SEC on April 30, 2021. The accompanying condensed consolidated balance sheet as of December 31, 2020 has been derived from the audited financial statements at that date but does not include all of the information and footnotes required by GAAP for complete financial statements. The results of operations for the three and six months ended June 30, 2021 are not necessarily indicative of the results to be anticipated for the entire year ending December 31, 2021, or any other period. |
LIQUIDITY AND CAPITAL RESOURCES
LIQUIDITY AND CAPITAL RESOURCES | 6 Months Ended |
Jun. 30, 2021 | |
LIQUIDITY AND CAPITAL RESOURCES [Abstract] | |
LIQUIDITY AND CAPITAL RESOURCES | 2) LIQUIDITY AND CAPITAL RESOURCES The accompanying financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. The financial statements do not reflect any adjustments relating to the recoverability and reclassification of assets and liabilities that might be necessary if the Company is unable to continue as a going concern. The Company has incurred significant operating losses and has an accumulated deficit as a result of ongoing efforts to develop product candidates, including conducting clinical trials and providing general and administrative support for these operations. As of June 30, 2021, the Company had a cash balance of $50,164,673 and an accumulated deficit of $65,176,198 (inclusive of a non-cash gain of $820,000 relating to change in fair value of contingent consideration and $9,648,173 relating to loss on sale of assets in the Disposition). $27,787,651, respectively, and during the six months ended June 30, 2021, the Company operating activities On April 26, 2021, Brooklyn Brooklyn could $20,000,000. On May 26, 2021, Brooklyn entered into a second common stock purchase agreement (the “Second Purchase Agreement”) with Lincoln Park, which provides that Brooklyn may offer to Lincoln Park up to an aggregate of $40,000,000 of common stock over a 36-month period commencing after June 4, 2021, . The Company believes its existing cash resources are sufficient to fund its current operating plan for at least the next 12 months from the date these financial statements are being issued. |
MERGER AND DISPOSITION TRANSACT
MERGER AND DISPOSITION TRANSACTIONS | 6 Months Ended |
Jun. 30, 2021 | |
MERGER AND DISPOSITION TRANSACTIONS [Abstract] | |
MERGER AND DISPOSITION TRANSACTIONS | 3) MERGER AND DISPOSITION TRANSACTIONS Merger On August 12, 2020, Brooklyn, Brooklyn LLC and the Merger Sub entered into the Merger Agreement. The Merger closed on March 25, 2021. After the Merger, Brooklyn changed its name from “NTN Buzztime, Inc.” to “Brooklyn ImmunoTherapeutics, Inc.” The Merger was accounted for as a reverse acquisition, with Brooklyn LLC being deemed the acquiring company for accounting purposes. Brooklyn LLC, as the accounting acquirer, recorded the assets acquired and liabilities assumed of Brooklyn in the Merger at their fair values as of the acquisition date. Brooklyn’s common stock trades on the NYSE American stock exchange under the ticker symbol “BTX”. Brooklyn LLC was determined to be the accounting acquirer based upon the terms of the Merger and other factors including (i) Brooklyn LLC members, having received common stock in the Merger that represented 96.35% of Brooklyn’s At the closing of the Merger, all the outstanding membership interests of Brooklyn LLC converted into the right to receive an aggregate of 39,991,625 shares of common stock, of which 1,067,668 shares were issued as compensation to The purchase price of $8,177,614, which represents the consideration transferred in the Merger to stockholders of Brooklyn immediately before the Merger, was calculated based on the fair value of the common stock that those on March 25, 2021, immediately prior to the Merger, because that represented a more reliable measure of the fair value of consideration transferred in the Merger. The purchase price of $8,177,614 was calculated as follows: Number of shares of common stock owned by Brooklyn stockholders immediately before the Merger 1,514,373 Multiplied by the fair value per share of common stock (i) $ 5.40 Total purchase price $ 8,177,614 (i) Based on the closing price per share (post reverse stock split) of the common stock of Brooklyn as reported on the NYSE American stock exchange on March 25, 2021, immediately before the Merger. Under the acquisition method of accounting, the total purchase price has been allocated to the acquired tangible and intangible assets and assumed liabilities of Brooklyn based on their estimated fair values as of March 25, 2021, the Merger closing date. Because the consideration paid by Brooklyn LLC in the Merger is more than the estimated fair values of Brooklyn’s The preliminary allocation of the estimated purchase price to the tangible and intangible assets acquired and liabilities deemed to be assumed from Brooklyn, based on their estimated fair values as of March 25, 2021, is as follows: Historical Balance Sheet of Brooklyn at March 25, 2020 Pro Forma Fair Value Adjustment to Brooklyn |Pre-Merger Assets Preliminary Purchase Price Allocation Pro Forma Adjustment Cash and cash equivalents $ 147,728 $ - $ 147,728 Accounts receivable 102,517 - 102,517 Prepaid expense and other current assets 329,596 - 329,596 Property and equipment, net 1,015,370 - 1,015,370 Software development costs 1,296,460 (368,460 ) 928,000 Customers - 548,000 548,000 Trade name - 299,000 299,000 Accounts payable, accrued liabilities and other current liabilities (3,781,173 ) - (3,781,173 ) Net assets acquired, excluding goodwill $ (889,502 ) $ 478,540 $ (410,962 ) Total consideration $ 8,177,614 Net assets acquired, excluding goodwill (410,962 ) Goodwill $ 8,588,576 Brooklyn LLC was obligated under the Merger Agreement to have $10,000,000 in cash and cash equivalents on its balance sheet at the effective time of the Merger. To ensure Brooklyn LLC had the required funds, certain beneficial holders of Brooklyn LLC’s Class A membership interests entered into contractual commitments to invest $10,000,000 into Brooklyn LLC immediately prior to the closing of the Merger. During March 2021, Brooklyn offered to its Class A unit holders an additional 5% rights offering for an additional $500,000 to be raised by a rights offering. Funding to the rights offering was received between February 17 and April 5, 2021. Disposition On March 26, 2021, Brooklyn sold its rights, title and interest in and to the assets relating to the business it operated prior to the Merger to eGames.com in exchange for a purchase price of $2,000,000 and assumption of specified liabilities relating to that business. The sale was completed in accordance with the terms of the Asset Purchase Agreement. Details of the Disposition are as follows: Proceeds from sale: Cash $ 132,055 Escrow 50,000 Assume advance/loans 1,700,000 Interest on advance/loans 67,945 Carrying value of assets sold: Cash and cash equivalents (13,461 ) Accounts receivable (75,153 ) Prepaids and other current assets (123,769 ) Property and equipment, net (1,013,950 ) Software development costs (927,368 ) Customers (548,000 ) Trade name (299,000 ) Goodwill (8,588,576 ) Other assets (103,173 ) Liabilities transferred upon sale: Accounts payable and accrued expenses 113,156 Obligations under finance leases 16,676 Lease liability 25,655 Deferred revenue 54,803 Other current liabilities 148,987 Transaction costs (265,000 ) Total loss on sale of assets $ (9,648,173 ) Unaudited Pro Forma Disclosure The following unaudited pro forma financial information summarizes the results of operations for the six months ended June 30, 2021 and 2020 as if the Merger and the Disposition had been completed as of January 1, 2020. Pro forma information primarily reflects adjustments relating to the reversal of transaction costs. Assuming that the Merger and the Disposition Six months ended June 30, 2021 2020 Net loss attributable to common stockholders $ (27,795,457 ) $ (3,060,464 ) Basic and diluted net loss per share attributable to common stockholders $ (0.79 ) $ (0.17 ) |
FAIR VALUE OF FINANCIAL INSTRUM
FAIR VALUE OF FINANCIAL INSTRUMENTS | 6 Months Ended |
Jun. 30, 2021 | |
FAIR VALUE OF FINANCIAL INSTRUMENTS [Abstract] | |
FAIR VALUE OF FINANCIAL INSTRUMENTS | 4) FAIR VALUE OF FINANCIAL INSTRUMENTS Fair value is defined as the price that would be received to sell an asset, or paid to transfer a liability, in an orderly transaction between market participants. A fair value hierarchy has been established for valuation inputs that gives the highest priority to quoted prices in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The fair value hierarchy is as follows: • Level 1 Inputs – Valued based on quoted prices in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date. • Level 2 Inputs – Valued based on inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. These might include quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability (such as interest rates, volatilities, prepayment speeds, credit risks, etc.) or inputs that are derived principally from or corroborated by market data by correlation or other means. • Level 3 Inputs – Valued based on inputs for which there is little or no market value, which require the reporting entity to develop its own assumptions. The following tables summarize the liabilities that are measured at fair value as of June 30, 2021 and December 31, 2020: As of June 30, 2021 Description Level 1 Level 2 Level 3 Liabilities: Contingent consideration - - $ 19,290,000 Total $ - $ - $ 19,290,000 As of December 31, 2020 Description Level 1 Level 2 Level 3 Liabilities: Contingent consideration - - $ 20,110,000 Total $ - $ - $ 20,110,000 The contingent consideration is related to an asset purchase agreement entered into between Brooklyn LLC and IRX Therapeutics (“IRX”) for the acquisition of substantially all of the net assets of IRX, according to which, Brooklyn LLC is obligated to pay royalties to certain noteholders and shareholders of IRX based on future revenues from any future IRX-2 product sales. Contingent consideration was initially valued at the transaction price and is subsequently valued at the end of each reporting period using third-party valuation services or other market observable data. The third-party valuation services use industry standard valuation models, including discounted cash flow analysis, to determine the value. After completing its validation procedures as of June 30, 2021, the Company deemed there was no adjustment to record to the carrying amount of the contingent consideration for the three months ended June 30, 2021. During the six months ended June 30, 2021, the Company adjusted the carrying amount of its contingent consideration liabilities as follows: Other Liabilities: Contingent Consideration Balance as of December 31, 2020 $ 20,110,000 Fair value adjustments included in operating expenses (820,000 ) Balance as of June 30, 2021 $ 19,290,000 Contingent consideration is measured at fair value and is based on significant inputs not observable in the market, which represents a Level 3 measurement within the fair value hierarchy. The valuation of contingent consideration uses assumptions the Company believes would be made by a market participant. The Company assesses these estimates on an on-going basis as additional data impacting the assumptions is obtained. Future changes in the fair value of contingent consideration related to updated assumptions and estimates are recognized within the statements of operations. Contingent consideration may change significantly as development progresses and additional data are obtained, impacting the Company’s assumptions regarding probabilities of successful achievement of related milestones used to estimate the fair value of the liability and the timing in which the milestones are expected to be achieved. In evaluating the fair value information, considerable judgment is required to interpret the market data used to develop the estimates. The estimates of fair value may not be indicative of the amounts that could be realized in a current market exchange. Accordingly, the use of different market assumptions and/or different valuation techniques could result in materially different fair value estimates. For purposes of this calculation, a royalty equal to 13% of revenue (consisting of the royalty due to University of South Florida and the royalty due to the collaborator) is assumed until 2029 and a royalty of 7% of revenues is assumed from 2030 to 2038. The post patent decline is 50% in the first year and 10% thereafter. Income taxes were projected to be 26% of net royalty savings. The cash flows were discounted by the liability specific weighted average cost of capital of 26% using the mid-point convention. |
LEASES
LEASES | 6 Months Ended |
Jun. 30, 2021 | |
LEASES [Abstract] | |
LEASES | 5) LEASES T he Company has operating leases for office and laboratory space in the boroughs of Brooklyn and Manhattan in New York, New York, which expire in 2025 and 2026, respectively. In June 2021, the Company entered into an additional lease agreement to lease approximately 2,700 square feet of office and laboratory space in Cambridge, Massachusetts for approximately $56.00 per square foot annually. The lease provides for annual escalation of the base rent based on the year-over-year increase of the consumer price index, as well as the payment of other customary expenses, such as common area maintenance fees, property taxes, and insurance. Upon entering into the lease agreement, the Company paid a lease deposit of $25,331. The lease expires in June 2028. The Company adopted Accounting Standards Codification (“ASC”) Topic 842, Leases, Operating lease liabilities represent the present value of lease payments not yet paid. ROU assets represent the Company’s right to use an underlying asset and are based upon the operating lease liabilities adjusted for prepaid or accrued lease payments, initial direct costs, lease incentives and impairment of operating lease assets. As the rate implicit in the lease is not readily determinable, the Company used its incremental borrowing rates based on the information available at the lease commencement date in determining the present value of lease payments. To determine the present value of lease payments not yet paid, the Company estimates secured borrowing rates corresponding to the maturities of the leases. The Company has elected the practical expedient to not separate non-lease components from the lease components to which they relate and instead account for each as a single lease component for all underlying asset classes. Some leasing arrangements require variable payments that are dependent on usage or may vary for other reasons, such as payments for insurance, tax payments and other miscellaneous costs. The variable portion of lease payments is not included in the ROU assets or lease liabilities. Rather, variable payments, other than those dependent upon an index or rate, are expensed when the obligation for those payments is incurred and are included in lease expenses. Accordingly, all expenses associated with a lease contract are accounted for as lease expenses. Operating leases are included in right of use assets - operating leases and operating lease liabilities, current and long-term, on the balance sheet. Lease expense for operating leases is recognized on a straight-line basis over the lease term and is included in general and administrative costs in the statements of operations. The Company recognizes operating lease expense and lease payments from the sublease on a straight-line basis in its statements of operations over the lease terms. During the three and six months ended June 30, 2021, the net operating lease expenses were as follows: Three months ended June 30, 2021 Six months ended June 30, 2021 Operating lease expense $ 163,752 $ 314,617 Sublease income (21,045 ) (42,090 ) Variable lease expense 1,350 10,352 Total lease expense $ 144,057 $ 282,879 The tables below show the beginning balances of the operating ROU assets and liabilities as of January 1, 2021 and the ending balances as of June 30, 2021, including the changes during the period. Operating Lease ROU Assets Operating lease ROU assets at January 1, 2021 $ 2,092,878 Amortization of operating lease ROU assets (148,702 ) Addition of operating lease ROU assets 823,628 Operating lease ROU assets at June 30, 2021 $ 2,767,804 Operating Lease Liabilities Operating lease liabilities at January 1, 2021 $ 2,178,612 Principal payments on operating lease liabilities (138,895 ) Addition of operating lease liabilities 873,628 Operating lease liabilities at June 30, 2021 2,913,345 Less non-current portion 2,529,422 Current portion at June 30, 2021 $ 383,923 As of June 30, 2021, the Company’s operating leases had a weighted-average remaining life of 5.4 years with a weighted-average discount rate of 12.76%. The maturities of the operating lease liabilities are as follows: As of June 30, 2021 2021 $ 361,318 2022 751,861 2023 769,864 2024 787,275 2025 805,192 Thereafter 514,174 Total payments 3,989,684 Less imputed interest (1,076,339 ) Total operating lease liabilities $ 2,913,345 Sublease Agreement On April 18, 2019, the Company entered into a sublease agreement with Nezu Asia Capital Management, LLC (“the Tenant”), whereby the Tenant agreed to sublease approximately 999 square feet of space currently rented by the Company in the borough of Manhattan in New York, New York for an initial term of eight years, commencing on May 15, 2019. The term of the sublease expires on October 31, 2026 with no option to extend the sublease term. Rent payments provided by the Tenant under the sublease agreement began on September 1, 2019. The sublease agreement stipulates an annual rent increase of 2.25%. The Tenant is also responsible for paying to the Company all tenant energy costs, annual operating costs, and annual tax costs attributable to the subleased space during the term of the sublease. Future lease payments to be received under the sublease agreement as of June 20, 2021 are as follows: As of June 30, 2021 2021 $ 40,628 2022 82,419 2023 84,194 2024 86,010 2025 87,867 Thereafter 74,590 $ 455,708 The Company received sublease payments in the amount of $40,054 during the six months ended June 30, 2020. In accordance with ASC Topic 842, the Company treats the sublease as a separate lease, as the Company was not relieved of the primary obligation under the original lease. The Company continues to account for the Manhattan lease as a lessee and in the same manner as prior to the commencement date of the sublease. The Company accounts for the sublease as a lessor of the lease. The sublease is classified as an operating lease, as it does not meet the criteria of a sale-type or direct financing lease. |
GOODWILL AND IN-PROCESS RESEARC
GOODWILL AND IN-PROCESS RESEARCH & DEVELOPMENT | 6 Months Ended |
Jun. 30, 2021 | |
GOODWILL AND IN-PROCESS RESEARCH & DEVELOPMENT [Abstract] | |
GOODWILL AND IN-PROCESS RESEARCH & DEVELOPMENT | 6) GOODWILL AND IN-PROCESS RESEARCH & DEVELOPMENT The Company recorded goodwill and in-process research and development (“IPR&D”) |
ACCRUED EXPENSES
ACCRUED EXPENSES | 6 Months Ended |
Jun. 30, 2021 | |
ACCRUED EXPENSES [Abstract] | |
ACCRUED EXPENSES | 7) ACCRUED EXPENSES Accrued expenses consisted of the following: June 30, 2021 December 31, 2020 Accrued compensation $ 385,935 $ 293,534 Accrued research and development expenses 631,563 207,468 Accrued general and administrative expenses 719,023 399,893 Accrued interest 179,605 150,125 Total accrued expenses $ 1,916,126 $ 1,051,020 |
DEBT
DEBT | 6 Months Ended |
Jun. 30, 2021 | |
DEBT [Abstract] | |
DEBT | 8) DEBT Loans payable In connection with the acquisition of IRX in 2018, Brooklyn LLC assumed certain notes payable (the “IRX Notes”) in the amount of $410,000. On January 27, 2020, the IRX Notes were amended to extend the maturity date to the earlier of (i) a change of control, as defined, or (ii) December 31, 2021. As of June 30, 2021, accrued and unpaid interest on the IRX Notes was $179,605. Payment Protection Program Loan On May 4, 2020, Brooklyn LLC issued a note in the principal amount of approximately $309,905 to Silicon Valley Bank evidencing a loan (the “PPP Loan”) Brooklyn LLC received under the Paycheck Protection Program (the “PPP”) of the Coronavirus Aid, Relief, and Economic Security Act administered by the U.S. Small Business Administration (the “CARES Act”). As of June 30, 2021, the outstanding principal balance of the PPP Loan was $309,905. The PPP Loan matures on May 5, 2022 and bears interest at a rate of 1.0% per annum. Brooklyn LLC must make monthly interest only payments beginning on November 4, 2020. One final payment of all unforgiven principal plus any accrued unpaid interest is due at maturity. Funds from the PPP Loan may only be used for payroll costs, rent and utilities. The Company believes Brooklyn LLC used the funds received from the PPP Loan for qualifying expenses. Under the terms of the PPP, Brooklyn LLC may prepay the PPP Loan at any time with no prepayment penalties, and certain amounts of the PPP Loan may be forgiven if they are used for qualifying expenses as described in the CARES Act. In June 2021, Brooklyn LLC submitted its loan forgiveness application for the PPP Loan. The Company believes Brooklyn LLC will qualify for forgiveness of the PPP Loan, but there can be no assurance that it will obtain full forgiveness based on the legislation. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 6 Months Ended |
Jun. 30, 2021 | |
COMMITMENTS AND CONTINGENCIES [Abstract] | |
COMMITMENTS AND CONTINGENCIES | 9) COMMITMENTS AND CONTINGENCIES Legal Matters The Company is involved in litigation and arbitrations from time to time in the ordinary course of business. Legal fees and other costs associated with such actions are expensed as incurred. In addition, the Company assesses the need to record a liability for litigation and contingencies. The Company reserves for costs relating to these matters when a loss is probable, and the amount can be reasonably estimated. Merger-Related Shareholder Litigation Brooklyn (then known as NTN Buzztime, Inc.) and its former directors were named as defendants in ten substantially similar actions arising out of the Merger that were brought by purported pre-Merger stockholders of Brooklyn: Henson v. NTN Buzztime, Inc., et al Monsour v. NTN Buzztime, Inc., et al., Amanfo v. NTN Buzztime, Inc., et al., Carlson v. NTN Buzztime, Inc., et al. Finger v. NTN Buzztime, Inc., et al., Falikman v. NTN Buzztime, Inc., et al., Haas v. NTN Buzztime, Inc., et al., Chinta v. NTN Buzztime, Inc., et al. Nicosia v. NTN Buzztime, Inc., et al., Chinta Nicosia Chinta Nicosia Dhesh Govender v. Brooklyn Immunotherapeutics, LLC, et al. , Index No. 650847/2021 (N.Y. Sup. Ct. N.Y. Cty. 2021) On or about February 5, 2021, Dhesh Govender, a former short-term consultant of Brooklyn LLC, filed a complaint against Brooklyn LLC and certain individuals that plaintiff alleges were directors of Brooklyn LLC. The complaint is captioned, Dhesh Govender v. Brooklyn Immunotherapeutics, LLC, et al., Index No. 650847/2021 (N.Y. Sup. Ct. N.Y. Cty. 2021). Plaintiff purports to state claims against Brooklyn LLC and the individual defendants under the New York State Executive Law and the New York State Administrative Code, as well as other statutory and common law claims for alleged unlawful and discriminatory conduct based on race, national origin and hostile work environment. Plaintiff also asserts various breach of contract, fraud and quantum meruit claims based on an alleged oral agreement pursuant to which he alleges Brooklyn LLC agreed to hire him as an executive once the Merger was completed. In particular, plaintiff alleges that, in exchange for transferring an opportunity to obtain an agreement to acquire a license from Novellus for its mRNA-based gene editing and cell reprogramming technology to Brooklyn LLC, he was promised a $500,000 salary and 7% of the equity of Brooklyn LLC. Based on these and other allegations, plaintiff seeks damages of not less than $10 million, a permanent injunction enjoining Brooklyn LLC from exercising the option to acquire such license from Novellus or completing the proposed Merger. On or about February 19, 2021, an amended complaint was filed asserting the same causes of action but withdrawing the request for injunctive relief. On or about April 26, 2021, the parties entered into a stipulation whereby the defendants agreed to accept service of the amended complaint without waiver of any defenses, including jurisdictional defenses, except for improper service, and the plaintiff agreed to extend defendants’ time to respond to the complaint to June 6, 2021. On June 6, 2021, we filed a motion to compel arbitration or, in the alternative, for partial dismissal of the complaint for failure to state viable fraud, quantum meruit and employment discrimination claims. After obtaining extensions of time to respond, plaintiff opposed the defendants’motion on August 9, 2021. The defendants’ reply is due on September 3, 2021. At this stage in the litigation, the Company is not able to predict the probability of a favorable or unfavorable outcome. Carlson v. Allen Wolff, Michael Gottlieb, Richard Simtob, Susan Miller, and NTN Buzztime, Inc , C.A. No. 2021-0193-KSJM (Del. Ch. Ct.) On or about March 12, 2021, Douglas Carlson, a purported stockholder of NTN Buzztime, Inc.), filed a verified class action complaint against Brooklyn and its then current members of the board of directors, for allegedly breaching their fiduciary duties and violating Section 211(c) of the Delaware General Corporation Law. In particular, plaintiff seeks to compel the defendants to hold an annual stockholder meeting. Plaintiff also moved for summary judgment at the same time that he filed his complaint. In order to moot the claim addressed in the complaint, Brooklyn agreed to hold its annual meeting on June 29, 2021, which date was subsequently rescheduled to August 20, 2021. On or about May 6, 2021, the parties entered into a stipulation, which was “so ordered” by the court, extending defendants’ time to respond to the complaint and to file their answering brief in opposition to plaintiff’s motion for summary judgment on or before July 16, 2021 and providing that plaintiff’s reply brief in support of his motion for summary judgment is due on or before August 20, 2021. On or about July 12, 2021, the parties entered in a further amended scheduling order providing that defendants shall respond to the complaint and file their answering brief in opposition to plaintiff ’s motion for summary judgment on or before September 16, 2021 and plaintiff shall file its reply brief in support of his motion for summary judgment on or before October 20, 2021. Robert Garfield Matter On April 29, 2021, Robert Garfield, a purported stockholder of Brooklyn, sent to Brooklyn a demand letter that had purportedly been sent to Brooklyn (then known as NTN Buzztime, Inc.) on or about March 16, 2021. The demand letter asserts that, Brooklyn (then known as NTN Buzztime, Inc.) made material misstatements in a prospectus issued in seeking a stockholder vote on March 15, 2021 with respect to an amendment to Brooklyn’s certificate of incorporation to increase the number of authorized shares from 15 million to 100 million. The demand letter seeks to have Brooklyn deem the amendment to the certificate of incorporation ineffective or seek valid stockholder approval of such amendment and for Brooklyn to implement internal controls. Edmund Truell Matter On May 14, 2021, Edmund Truell, a stockholder of Brooklyn, alleged that he sustained a loss because he was unable to sell shares of common stock timely due to a delay caused by Brooklyn’s issuance of stock certificates in lieu of electronic book entry. Emerald Private Equity Fund, LLC Matter By letter dated July 7, 2021, Emerald Private Equity Fund, LLC, a stockholder of Brooklyn, made a demand pursuant to 8 Del. C. 220 to inspect certain books and records of Brooklyn. The stated purpose of the demand is to investigate possible wrongdoing by persons responsible for the implementation of the Merger and the issuance of paper stock certificates. The stockholder states that it is making its demand for the purpose of investigating whether: (i) Brooklyn’s stock certificates were issued in accordance with the Merger Agreement; (ii) certain restrictions on the sale of Brooklyn common stock were proper and applied without favor; (iii) anyone received priority in post-Merger issuances of Brooklyn’s stock certificates that allowed them to benefit from an increase in the trading price of Brooklyn’s common stock; and (iv) it should pursue remedial measures and/or report alleged misconduct to the SEC. Brooklyn has responded to the demand letter, and the parties are presently negotiating the terms of a confidentiality agreement that will govern the production of certain documents that are responsive to the demand. Licensing Agreements USF Brooklyn LLC has license agreements with University of South Florida Research Association, Inc. (“USF”), granting Brooklyn LLC the right to sell, market, and distribute IRX-2, subject to a 7% royalty payable to USF based on a percentage of gross product sales. Under the license agreement with USF, Brooklyn LLC is obligated to repay patent prosecution expenses incurred by USF. To date, Brooklyn LLC has not recorded any product sales, or obligations related to USF patent prosecution expenses. The license agreement terminates upon the expiration of the IRX-2 patents. Novellus, Ltd. and Factor In December 2020, Brooklyn LLC entered into option agreements (the “Option Agreements”) with Novellus Therapeutics Limited (“Novellus, Ltd.”) and Factor Bioscience Limited (“Factor,” and together with Novellus, Ltd., the “Licensors”) to obtain the right to exclusively license the Licensors’ intellectual property and mRNA cell reprogramming and gene editing technology for use in the development of certain cell-based therapies to be evaluated and developed for treating human diseases, including certain types of cancer, sickle cell disease, and beta thalassemia (the “Licensed Technology”). The option was exercisable before February 28, 2021 (or April 30, 2021 if the Merger had not closed by that date) and required Brooklyn LLC to pay a non-refundable option fee of $500,000 and then an initial license fee of $4.0 million (including the non-refundable fee of $500,000) in order to exercise the option. In April 2021, Brooklyn LLC and the Licensors amended the Option Agreements to extend the exercise period to May 21, 2021 and to require Brooklyn, LLC to pay a total $1,000,000 of the $4,000,000 initial license fees to the Licensors by April 15, 2021. In April 2021, Brooklyn LLC and the Licensors entered into an exclusive license agreement (the “License Agreement”) pursuant to which Brooklyn LLC acquired an exclusive worldwide license to the Licensed Technology. Under the terms of the License Agreement, Brooklyn LLC is obligated to pay the Licensors a total of $4.0 million in connection with the execution of the License Agreement, all of which had been paid as of June 30, 2021. Brooklyn LLC is obligated to pay to the Licensors additional fees of $5,000,000 in October 2021 and $7,000,000 in October 2022. Brooklyn LLC is also required to use commercially reasonably efforts to achieve certain delineated milestones, including specified clinical development and regulatory milestones and specified commercialization milestones. In general, upon its achievement of these milestones, Brooklyn LLC will be obligated, in the case of development and regulatory milestones, to make milestone payments to the Licensors in specified amounts and, in the case of commercialization milestones, specified royalties with respect to product sales, sublicense fees or sales of pediatric review vouchers. In the event Brooklyn LLC fails to timely achieve certain delineated milestones, the Licensors may have the right to terminate Brooklyn LLC’s rights under provisions of the License Agreement relating to those milestones. (See Note 13.) Royalty Agreements Collaborator Royalty Agreement Effective June 22, 2018, IRX terminated its Research, Development and Option Facilitation Agreement and its Options Agreement (the “RDO and Options Agreements”) with a collaborative partner (the “Collaborator”), pursuant to a termination agreement (the “Termination Agreement”). The Termination Agreement was assigned to Brooklyn, LLC in November 2018 when Brooklyn LLC acquired the assets of IRX. Investor Royalty Agreement On March 22, 2021, Brooklyn LLC restated its royalty agreement with certain beneficial holders of Brooklyn ImmunoTherapeutics Investors GP LLC and Brooklyn ImmunoTherapeutics Investors LP, whereby such beneficial holders will continue to receive, on an annual basis, royalties in an aggregate amount equal to 4% of the net revenues of IRX-2, a cytokine-based therapy being developed by Brooklyn LLC to treat patients with cancer. Royalty Agreement with certain former IRX Therapeutics Investors On May 1, 2012, IRX Therapeutics entered into a royalty agreement (the “IRX Investor Royalty Agreement ” |
STOCK-BASED COMPENSATION
STOCK-BASED COMPENSATION | 6 Months Ended |
Jun. 30, 2021 | |
STOCK-BASED COMPENSATION [Abstract] | |
STOCK-BASED COMPENSATION | 10) STOCK-BASED COMPENSATION Equity Incentive Plans Brooklyn’s stock-based compensation plans consist of the 2019 Performance Incentive Plan (the “2019 Plan”), the 2020 Equity Incentive Plan (the “2020 Plan”) and the 2021 Inducement Equity Incentive Plan (the “2021 Inducement Plan”). Brooklyn’s board of directors has designated its compensation committee as the administrator of the foregoing plans (the “Plan Administrator”). Among other things, the Plan Administrator selects persons to receive awards and determines the number of shares subject to each award and the terms, conditions, performance measures, if any, and other provisions of the award. The 2020 Plan was approved by stockholders at Brooklyn’s special meeting of stockholders held on March 15, 2021. The 2020 Plan provides for the issuance of up to 3,368,804 shares of common stock. Awards under the 2020 Plan may be granted to officers, directors, employees and consultants of the Company. Stock options granted under the 2020 Plan may either be incentive stock options or nonqualified stock options, may have a term of up to ten years, and are exercisable at a price per share not less than the fair market value on the date of grant. As of June 30, 2021, there were no stock options outstanding under the 2020 Plan. Due to the approval of the 2020 Plan, no future grants will be made under the 2019 Plan. As of June 30, 2021, all outstanding options under the 2019 Plan were either exercised or had expired in accordance with the terms of the applicable award or the 2019 Plan. In May 2021, Brooklyn’s board of directors adopted the 2021 Inducement Plan, which provides for the grant of up to 1,500,000 share-based awards as material inducement awards to new employees in accordance with the employment inducement grant rules set forth in Section 711(a) of the NYSE American LLC Company Guide. The 2021 Inducement Plan expires in May 2031. As of June 30, 2021, there 140,580 stock options and 105,290 restricted stock units (“RSUs”) outstanding under the 2021 Inducement Plan. Stock-Based Compensation Stock Options The Company records stock-based compensation in accordance with ASC Topic 718, Compensation – Stock Compensation. The Company estimates the fair value of each stock option award granted with service-based vesting requirements, using the Black-Scholes option pricing model. The Company recognizes the fair value of stock options granted as expense on a straight-line basis over the requisite service period. The risk-free rate is based on the observed interest rates appropriate for the term of time options are expected to be outstanding. The expected life (estimated period of time outstanding) of the stock options granted is estimated using the “simplified” method as permitted by the SEC’s Staff Accounting Bulletin No. 110, Share-Based Payment. Expected volatility is based on the Company’s historical volatility over the expected life of the stock option granted, and the Company assumes no dividends. There were no stock options granted during the three and six months ended June 30, 2020. There were 3,365,748 stock options granted during the three and six months ended June 30, 2021, including two stock option grants made to Howard J. Federoff, M.D., Ph.D. upon his appointment as Brooklyn’s chief executive officer and president. Dr. Federoff was granted a nonqualified stock option covering 2,627,915 shares of common stock (the “Time-Based Option”). The Time-Based Option was granted at a per share exercise price equal to the closing price of the common stock on the NYSE American stock exchange on the date of grant. Of the shares covered by the Time-Based Option, 25% will vest on the one-year anniversary of the grant date, and the remaining shares will vest in substantially 36 equal monthly installments thereafter, so long as Dr. Federoff provides continuous service to the Company throughout the relevant vesting date. Dr. Federoff was also granted a performance-based nonqualified stock option covering 597,253 shares of common stock (the “Milestone Option”). The Milestone Option was granted at a per share exercise price equal to the closing price of common stock on the NYSE American stock exchange on the date of grant. The Milestone Option will fully vest upon the first concurrence by the U.S. Food and Drug Administration that a proposed investigation may proceed following review of a Company filed investigational new drug application in connection with that the License Agreement. This milestone is subject to Dr. Federoff’s continuous service with the Company through such vesting date. Both the Time-Based Option and the Milestone Option were granted outside of Brooklyn’s equity incentive plans discussed above. The unvested portion of the Time-Based Option and the Milestone Option will be cancelled upon the termination of Dr. Federoff’s employment with the Company for any reason, subject to certain vesting acceleration provisions upon a qualifying termination, as described in his employment agreement with the Company. Unless earlier terminated in accordance with their terms, each of the Time-Based Option and the Milestone Option will otherwise expire on the tenth anniversary of their respective grant date and be subject to the terms and conditions of the respective option agreement approved by Brooklyn. Each of the Time-Based Option and the Milestone Option is intended to constitute an “employment inducement grant” in accordance with the employment inducement grant rules set forth in Section 711(a) of the NYSE American LLC Company Guide, and was offered as an inducement material to Dr. Federoff in connection with his hiring. The following weighted-average assumptions were used for grants issued during the three and six months ended June 30, 2021: Three and six months ended June 30, 2021 Weighted average risk-free rate 1.06% Weighted average volatility 134.30% Dividend yield 0% Expected term 6.08 years During the three and six months ended June 30, 2021, there were 1,300 options exercised for total cash proceeds of $10,202. The options exercised had a total intrinsic value of $57,212. There were no options exercised during the three and six months ended June 30, 2020. RSUs Outstanding RSUs are settled in an equal number of shares of common stock on the vesting date of the award. An RSU award is settled only to the extent vested. Vesting generally requires the continued employment or service by the award recipient through the respective vesting date. Because RSUs are settled in an equal number of shares of common stock without any offsetting payment by the recipient, the measurement of cost is based on the quoted market price of the stock at the measurement date, which is the grant date. During the three and six months ended June 30, 2021, Brooklyn granted 105,290 RSUs with a weighted average grant date fair value of $19.60. No RSUs were granted during the three and six months ended June 30, 2020. No RSUs vested during the three and six months ended June 30, 2021 and 2020. The Company recognizes the intrinsic value of RSUs granted as expense on a straight-line basis over the requisite service period. Restricted Stock Pursuant to the Merger, Brooklyn LLC’s 3,427 restricted common units were exchanged for 629,643 shares of restricted common stock. There were no changes to any conditions and requirements to the restricted common stock. The shares vest quarterly beginning on March 31, 2021 and continuing through December 31, 2022. Due to the modification of the restricted common units, the fair value immediately after the Merger was compared to the fair value of the restricted common units immediately prior to the Merger, and the change in fair value of $249,905 was recognized in the statement of operations for the six months ended June 30, 2021. The Company recognizes the fair value of restricted common stock as expense on a straight-line basis over the requisite service period. Stock-based compensation expense for the three months ended June 30, 2021 and 2020 was $1,154,492 and $22,734, respectively. Stock based compensation for the six months ended June 30, 2021 and 2020 was $1,573,393 (including the $249,905 of modification expense discussed above) and $45,468, respectively. Forfeitures are recognized as incurred. Stock-based compensation is recorded in general and administrative expense and research and development expense in the statement of operations. |
STOCKHOLDERS' AND MEMBERS' EQUI
STOCKHOLDERS' AND MEMBERS' EQUITY (DEFICIT) | 6 Months Ended |
Jun. 30, 2021 | |
STOCKHOLDERS' AND MEMBERS' EQUITY (DEFICIT) [Abstract] | |
STOCKHOLDERS' AND MEMBERS' EQUITY (DEFICIT) | 11) STOCKHOLDERS’ AND MEMBERS’ EQUITY (DEFICIT) Equity Line Offerings On . Pursuant to the First Purchase Agreement, Brooklyn had the right, but not the obligation, to sell to Lincoln Park, and Lincoln Park would be obligated to purchase, up to $20,000,000 of shares of Brooklyn’s common stock. Sales of common stock by Brooklyn, if any, were subject to certain limitations, and could occur from time to time, at Brooklyn’s sole discretion. For entering into the First Purchase Agreement, Brooklyn issued to Lincoln Park 56,041 shares of common shares as consideration for Lincoln Park’s commitment to purchase up to $20,000,000 in shares of common stock. During the three months ending June 30, 2021, Brooklyn issued and sold to Lincoln Park a total of 1,127,736 shares of common stock for gross proceeds of $20,000,000, and no further shares may be sold to Lincoln Park under the First Purchase Agreement. On . Pursuant to the Second Purchase Agreement, Brooklyn has the right, but not the obligation, to sell to Lincoln Park, and Lincoln Park would be obligated to purchase, up to $40,000,000 of shares of Brooklyn’s common stock. Sales of common stock by Brooklyn, if any, are subject to certain limitations, and may occur from time to time, at Brooklyn’s sole discretion. For entering into the Second Purchase Agreement, Brooklyn issued to Lincoln Park 50,000 shares of common shares as consideration for Lincoln Park’s commitment to purchase up to $40,000,000 in shares of common stock. Under the Second Purchase Agreement, on any business day selected by Brooklyn, Brooklyn may direct Lincoln Park to purchase up to 60,000 shares of common stock on such business day (each, a “Regular Purchase”), provided, however, that (i) the Regular Purchase may be increased to up to 80,000 shares, provided that the closing sale price of the common stock is not below $5.50 on the purchase date, and (ii) the Regular Purchase may be increased to up to 120,000 shares, provided that the closing sale price of the common stock is not below $7.00 on the purchase date. In each case, Lincoln Park’s maximum commitment in any single Regular Purchase may not exceed $1,000,000 under the First Purchase Agreement and $2,000,000 under the Second Purchase Agreement. The purchase price per share for each such Regular Purchase will be based off of prevailing market prices of common stock immediately preceding the time of sale. In addition to Regular Purchases, Brooklyn may direct Lincoln Park to purchase other amounts as accelerated purchases or as additional accelerated purchases if the closing sale price of the common stock exceeds certain threshold prices as set forth in the Second Purchase Agreement. The Second Purchase Agreement also prohibits Brooklyn from directing Lincoln Park to purchase any shares of common stock if those shares, when aggregated with all other shares of common stock then beneficially owned by Lincoln Park and its affiliates, would result in Lincoln Park and its affiliates having beneficial ownership, at any single point in time, of more than 4.99% of the then total outstanding shares of common stock. Brooklyn has the right to terminate the Second Purchase Agreement at any time, at no cost or penalty. Actual sales of shares of common stock to Lincoln Park under the Second Purchase Agreements depend on a variety of factors to be determined by Brooklyn from time to time, including, among others, market conditions, the trading price of the common stock and determinations by Brooklyn as to the appropriate sources of funding for Brooklyn and its operations. The Company expects that any net proceeds received by Brooklyn from such sales to Lincoln Park will be used for research and development, working capital and general corporate purposes. As of June 30, 2021, Brooklyn had issued and sold 3,211,942 shares of common stock under the First Purchase Agreement and the Second Purchase Agreement for total net proceeds of $48,508,585. Reverse Stock-Split On March 25, 2021, immediately prior to the Merger, Brooklyn filed an amendment to the Certificate of Incorporation with the Secretary of State of the State of Delaware to effect a reverse stock split. As a result of the reverse stock split, the number of issued and outstanding shares of common stock immediately prior to the reverse stock split was reduced into a smaller number of shares, such that every two shares Immediately following the reverse stock split there were approximately 1,514,373 shares of common stock outstanding prior to the Merger. No fractional shares were issued in connection with the reverse stock split. Merger Under the terms of the Merger Agreement (see Notes 1 and 3), on March 25, 2021, Brooklyn issued shares of common stock to the equity holders of Brooklyn LLC. The 86,667 Class A units of Brooklyn LLC were converted into 22,274,718 shares of common stock; the 15,000,000 Class B units were converted into 2,514,714 shares of common stock; the 10,000,000 Class C units were converted into 1,676,308 shares of common stock; 629,643 shares of common units were converted into 629,643 shares of common stock, and 10,500,000 rights options were converted into 11,828,575 shares of common stock. Brooklyn also issued 1,067,879 shares of common stock to the Financial Advisor pursuant to the Merger Agreement |
RECENT ACCOUNTING PRONOUNCEMENT
RECENT ACCOUNTING PRONOUNCEMENTS | 6 Months Ended |
Jun. 30, 2021 | |
RECENT ACCOUNTING PRONOUNCEMENTS [Abstract] | |
RECENT ACCOUNTING PRONOUNCEMENTS | 12) RECENT ACCOUNTING PRONOUNCEMENTS In May 2021, 2021-04, Earnings Per Share (Topic 260), Debt Modifications and Extinguishments (Subtopic 470-50), Compensation Stock Compensation (Topic 718), and Derivatives and Hedging Contracts in Entity s Own Equity (Subtopic 815-40): Issuer s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options - - |
SUBSEQUENT EVENT
SUBSEQUENT EVENT | 6 Months Ended |
Jun. 30, 2021 | |
SUBSEQUENT EVENT [Abstract] | |
SUBSEQUENT EVENT | 13) SUBSEQUENT EVENT On July 16, 2021, Brooklyn and its newly formed, wholly owned subsidiary Brooklyn Acquisition Sub, Inc. entered into an agreement and plan of acquisition (the “Acquisition Agreement”) with (a) Novellus LLC, (b) Novellus, Inc., the sole equity holder of Novellus, Ltd. and, prior to the closing under the Acquisition Agreement, a wholly owned subsidiary of Novellus, LLC, and (c) a seller representative. Novellus, Ltd. is a pre-clinical stage biotechnology company organized under the laws of Ireland that is developing engineered cellular medicines using its licensed, patented non-immunogenic mRNA, high-specificity gene editing, mutation-free and footprint-free cell reprogramming and serum-insensitive mRNA lipid delivery technologies. The closing of the transaction contemplated by the Acquisition Agreement (the “Acquisition”) was held contemporaneously with the execution and delivery of the Acquisition Agreement. At the closing: • Brooklyn acquired all of the outstanding equity interests of Novellus, Inc. as the result of the merger of Brooklyn Acquisition Sub, Inc. with and into Novellus, Inc., Novellus, Inc., • Brooklyn acquired 25.0% of the total outstanding equity interests of NoveCite, Inc., a corporation focused on bringing an allogeneic mesenchymal stem cell (“MSC”) product to patients with acute respiratory distress syndrome, including from COVID-19. Brooklyn delivered consideration for the Acquisition totaling $124,022,181, which consisted of (a) $22,822,181 in cash and (b) 7,022,230 shares of common stock, which under the terms of the Acquisition Agreement were valued at a total of $102,000,000, based on a price of $14.5253 per share. The Acquisition Agreement contains customary representations, warranties and certain indemnification provisions. A total of 740,766 of the shares issued as consideration have been placed in escrow for a period of up to 12 months in order to secure indemnification obligations to Brooklyn under the Acquisition Agreement. The Acquisition Agreement also contains non-competition and non-solicitation provisions pursuant to which Novellus LLC has agreed not to engage in certain competitive activities for a period of five years following the closing, including customary restrictions relating to employees. No employees of Novellus Ltd. or Novellus, Inc. prior to the Acquisition continued their employment, or were otherwise engaged by Brooklyn, following the Acquisition. In connection with the Acquisition, the co-founders of Novellus, Ltd. entered into lock-up agreements with respect to 3,377,690 of the shares received in the Acquisition, and Brooklyn’s Chair of the Board of Directors and its Chief Executive Officer and President entered into identical lock-up agreements with respect to their current holdings of Brooklyn stock. 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. The Company expects the Acquisition will advance its evolution into a platform company with a pipeline of next-generation engineered cellular, gene editing and cytokine programs. In addition, the acquisition of Novellus, Ltd. builds on the License Agreement. (See Note 9.) The completion of the acquisition of Novellus, Ltd. relieves Brooklyn LLC from potential obligations to pay Novellus, Ltd. certain upfront fees, clinical development milestone fees and post-registration royalties under the License Agreement. The agreement with Factor under the License Agreement, which grants Brooklyn LLC exclusive rights to develop certain next-generation mRNA gene editing and cell therapy products, remains unchanged The Company is currently assessing the proper accounting treatment for the Acquisition under ASC 805, Business Combinations. |
DESCRIPTION OF BUSINESS AND B_2
DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION (Policies) | 6 Months Ended |
Jun. 30, 2021 | |
DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited interim condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial statements and with the instructions to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. As described above, the Merger closed on March 25, 2021. The Merger was accounted for as a reverse acquisition, with Brooklyn LLC being deemed the acquiring company for accounting purposes. Brooklyn LLC’s historical financial statements have replaced Brooklyn’s historical financial statements with respect to periods prior to the completion of the Merger (when Brooklyn operated under the name “NTN Buzztime, Inc.”. The Company retrospectively adjusted the weighted average shares used in determining loss per common share to reflect the conversion of the outstanding Class A units, Class B units, Class C units, and common units of Brooklyn LLC that converted into shares of Brooklyn’s common stock upon the Merger and to reflect the effect of the 2-to-1 These condensed consolidated financial statements should be read with the audited consolidated financial statements and notes thereto for the fiscal year ended, and as of, December 31, 2020, contained in Brooklyn’s Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on March 31, 2021, as amended by an amendment thereto filed with the SEC on April 30, 2021. The accompanying condensed consolidated balance sheet as of December 31, 2020 has been derived from the audited financial statements at that date but does not include all of the information and footnotes required by GAAP for complete financial statements. The results of operations for the three and six months ended June 30, 2021 are not necessarily indicative of the results to be anticipated for the entire year ending December 31, 2021, or any other period. |
RECENT ACCOUNTING PRONOUNCEME_2
RECENT ACCOUNTING PRONOUNCEMENTS (Policies) | 6 Months Ended |
Jun. 30, 2021 | |
RECENT ACCOUNTING PRONOUNCEMENTS [Abstract] | |
Recent Accounting Pronouncements | In May 2021, 2021-04, Earnings Per Share (Topic 260), Debt Modifications and Extinguishments (Subtopic 470-50), Compensation Stock Compensation (Topic 718), and Derivatives and Hedging Contracts in Entity s Own Equity (Subtopic 815-40): Issuer s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options - - |
MERGER AND DISPOSITION TRANSA_2
MERGER AND DISPOSITION TRANSACTIONS (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
MERGER AND DISPOSITION TRANSACTIONS [Abstract] | |
Purchase Price Calculation | The purchase price of $8,177,614, which represents the consideration transferred in the Merger to stockholders of Brooklyn immediately before the Merger, was calculated based on the fair value of the common stock that those on March 25, 2021, immediately prior to the Merger, because that represented a more reliable measure of the fair value of consideration transferred in the Merger. The purchase price of $8,177,614 was calculated as follows: Number of shares of common stock owned by Brooklyn stockholders immediately before the Merger 1,514,373 Multiplied by the fair value per share of common stock (i) $ 5.40 Total purchase price $ 8,177,614 (i) Based on the closing price per share (post reverse stock split) of the common stock of Brooklyn as reported on the NYSE American stock exchange on March 25, 2021, immediately before the Merger. |
Tangible and Intangible Assets Acquired And Liabilities Assumed, Based on Estimated Fair Values | The preliminary allocation of the estimated purchase price to the tangible and intangible assets acquired and liabilities deemed to be assumed from Brooklyn, based on their estimated fair values as of March 25, 2021, is as follows: Historical Balance Sheet of Brooklyn at March 25, 2020 Pro Forma Fair Value Adjustment to Brooklyn |Pre-Merger Assets Preliminary Purchase Price Allocation Pro Forma Adjustment Cash and cash equivalents $ 147,728 $ - $ 147,728 Accounts receivable 102,517 - 102,517 Prepaid expense and other current assets 329,596 - 329,596 Property and equipment, net 1,015,370 - 1,015,370 Software development costs 1,296,460 (368,460 ) 928,000 Customers - 548,000 548,000 Trade name - 299,000 299,000 Accounts payable, accrued liabilities and other current liabilities (3,781,173 ) - (3,781,173 ) Net assets acquired, excluding goodwill $ (889,502 ) $ 478,540 $ (410,962 ) Total consideration $ 8,177,614 Net assets acquired, excluding goodwill (410,962 ) Goodwill $ 8,588,576 |
Disposition Details | On March 26, 2021, Brooklyn sold its rights, title and interest in and to the assets relating to the business it operated prior to the Merger to eGames.com in exchange for a purchase price of $2,000,000 and assumption of specified liabilities relating to that business. The sale was completed in accordance with the terms of the Asset Purchase Agreement. Details of the Disposition are as follows: Proceeds from sale: Cash $ 132,055 Escrow 50,000 Assume advance/loans 1,700,000 Interest on advance/loans 67,945 Carrying value of assets sold: Cash and cash equivalents (13,461 ) Accounts receivable (75,153 ) Prepaids and other current assets (123,769 ) Property and equipment, net (1,013,950 ) Software development costs (927,368 ) Customers (548,000 ) Trade name (299,000 ) Goodwill (8,588,576 ) Other assets (103,173 ) Liabilities transferred upon sale: Accounts payable and accrued expenses 113,156 Obligations under finance leases 16,676 Lease liability 25,655 Deferred revenue 54,803 Other current liabilities 148,987 Transaction costs (265,000 ) Total loss on sale of assets $ (9,648,173 ) |
Pro Forma Financial Information | The following unaudited pro forma financial information summarizes the results of operations for the six months ended June 30, 2021 and 2020 as if the Merger and the Disposition had been completed as of January 1, 2020. Pro forma information primarily reflects adjustments relating to the reversal of transaction costs. Assuming that the Merger and the Disposition Six months ended June 30, 2021 2020 Net loss attributable to common stockholders $ (27,795,457 ) $ (3,060,464 ) Basic and diluted net loss per share attributable to common stockholders $ (0.79 ) $ (0.17 ) |
FAIR VALUE OF FINANCIAL INSTR_2
FAIR VALUE OF FINANCIAL INSTRUMENTS (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
FAIR VALUE OF FINANCIAL INSTRUMENTS [Abstract] | |
Liabilities Measured at Fair Value | The following tables summarize the liabilities that are measured at fair value as of June 30, 2021 and December 31, 2020: As of June 30, 2021 Description Level 1 Level 2 Level 3 Liabilities: Contingent consideration - - $ 19,290,000 Total $ - $ - $ 19,290,000 As of December 31, 2020 Description Level 1 Level 2 Level 3 Liabilities: Contingent consideration - - $ 20,110,000 Total $ - $ - $ 20,110,000 |
Liabilities Measured at Fair Value Using Level 3 Inputs | During the six months ended June 30, 2021, the Company adjusted the carrying amount of its contingent consideration liabilities as follows: Other Liabilities: Contingent Consideration Balance as of December 31, 2020 $ 20,110,000 Fair value adjustments included in operating expenses (820,000 ) Balance as of June 30, 2021 $ 19,290,000 |
LEASES (Tables)
LEASES (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
LEASES [Abstract] | |
Net Operating Lease Expense | The Company recognizes operating lease expense and lease payments from the sublease on a straight-line basis in its statements of operations over the lease terms. During the three and six months ended June 30, 2021, the net operating lease expenses were as follows: Three months ended June 30, 2021 Six months ended June 30, 2021 Operating lease expense $ 163,752 $ 314,617 Sublease income (21,045 ) (42,090 ) Variable lease expense 1,350 10,352 Total lease expense $ 144,057 $ 282,879 |
Operating Lease Right-of-use Assets and Liabilities | The tables below show the beginning balances of the operating ROU assets and liabilities as of January 1, 2021 and the ending balances as of June 30, 2021, including the changes during the period. Operating Lease ROU Assets Operating lease ROU assets at January 1, 2021 $ 2,092,878 Amortization of operating lease ROU assets (148,702 ) Addition of operating lease ROU assets 823,628 Operating lease ROU assets at June 30, 2021 $ 2,767,804 Operating Lease Liabilities Operating lease liabilities at January 1, 2021 $ 2,178,612 Principal payments on operating lease liabilities (138,895 ) Addition of operating lease liabilities 873,628 Operating lease liabilities at June 30, 2021 2,913,345 Less non-current portion 2,529,422 Current portion at June 30, 2021 $ 383,923 |
Maturities of Operating Lease Liabilities | The maturities of the operating lease liabilities are as follows: As of June 30, 2021 2021 $ 361,318 2022 751,861 2023 769,864 2024 787,275 2025 805,192 Thereafter 514,174 Total payments 3,989,684 Less imputed interest (1,076,339 ) Total operating lease liabilities $ 2,913,345 |
Future Lease Payments from Sublease Agreement | Future lease payments to be received under the sublease agreement as of June 20, 2021 are as follows: As of June 30, 2021 2021 $ 40,628 2022 82,419 2023 84,194 2024 86,010 2025 87,867 Thereafter 74,590 $ 455,708 |
ACCRUED EXPENSES (Tables)
ACCRUED EXPENSES (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
ACCRUED EXPENSES [Abstract] | |
Accrued Expenses | Accrued expenses consisted of the following: June 30, 2021 December 31, 2020 Accrued compensation $ 385,935 $ 293,534 Accrued research and development expenses 631,563 207,468 Accrued general and administrative expenses 719,023 399,893 Accrued interest 179,605 150,125 Total accrued expenses $ 1,916,126 $ 1,051,020 |
STOCK-BASED COMPENSATION (Table
STOCK-BASED COMPENSATION (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
STOCK-BASED COMPENSATION [Abstract] | |
Weighted-Average Assumptions Used for Grants Issued | The following weighted-average assumptions were used for grants issued during the three and six months ended June 30, 2021: Three and six months ended June 30, 2021 Weighted average risk-free rate 1.06% Weighted average volatility 134.30% Dividend yield 0% Expected term 6.08 years |
DESCRIPTION OF BUSINESS AND B_3
DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION (Details) | Mar. 25, 2021 |
Basis of Presentation [Abstract] | |
Reverse stock splits (in shares) | 0.5 |
LIQUIDITY AND CAPITAL RESOURC_2
LIQUIDITY AND CAPITAL RESOURCES (Details) - USD ($) | May 26, 2021 | Apr. 26, 2021 | Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 |
Liquidity and Capital Resources [Abstract] | |||||||
Cash | $ 50,164,673 | $ 50,164,673 | $ 1,630,455 | ||||
Accumulated deficit | (65,176,198) | (65,176,198) | $ (37,380,741) | ||||
Change in fair value of contingent consideration | 0 | $ 0 | (820,000) | $ 0 | |||
Loss on sales of assets | (50,000) | 0 | (9,648,173) | 0 | |||
Net loss | (10,085,317) | $ (2,033,446) | (27,787,651) | (3,052,658) | |||
Net cash used in operating activities | (10,234,764) | (4,056,622) | |||||
Common stock to be purchased under common stock purchase agreement | $ 48,524,918 | $ 0 | |||||
Lincoln Park [Member] | First Purchase Agreement [Member] | |||||||
Liquidity and Capital Resources [Abstract] | |||||||
Common stock to be purchased under common stock purchase agreement | $ 20,000,000 | ||||||
Common stock purchase agreement commencement period | 36 months | ||||||
Common stock issued and sold during period (in shares) | 1,127,736 | ||||||
Gross proceeds | $ 20,000,000 | ||||||
Lincoln Park [Member] | First Purchase Agreement [Member] | Maximum [Member] | |||||||
Liquidity and Capital Resources [Abstract] | |||||||
Common stock to be purchased under common stock purchase agreement | $ 20,000,000 | ||||||
Lincoln Park [Member] | Second Purchase Agreement [Member] | |||||||
Liquidity and Capital Resources [Abstract] | |||||||
Common stock purchase agreement commencement period | 36 months | ||||||
Common stock issued and sold during period (in shares) | 2,084,206 | ||||||
Gross proceeds | $ 30,496,755 | ||||||
Lincoln Park [Member] | Second Purchase Agreement [Member] | Maximum [Member] | |||||||
Liquidity and Capital Resources [Abstract] | |||||||
Common stock to be purchased under common stock purchase agreement | $ 40,000,000 |
MERGER AND DISPOSITION TRANSA_3
MERGER AND DISPOSITION TRANSACTIONS (Details) - USD ($) | Mar. 25, 2021 | Jun. 30, 2021 | Dec. 31, 2020 | |
Purchase Price Calculation [Abstract] | ||||
Number of shares of common stock owned by Brooklyn stockholders immediately before the Merger (in shares) | 44,707,382 | 0 | ||
NTN Buzztime, Inc [Member] | ||||
Merger Agreement [Abstract] | ||||
Percentage of outstanding common stock received by members and financial adviser | 96.35% | |||
Number of common stock issued in exchange of membership interests (in shares) | 39,991,625 | |||
Number of common stock issued as compensation for services (in shares) | 1,067,668 | |||
Purchase Price Calculation [Abstract] | ||||
Number of shares of common stock owned by Brooklyn stockholders immediately before the Merger (in shares) | 1,514,373 | |||
Multiplied by the fair value per share of common stock (in dollars per share) | [1] | $ 5.40 | ||
Total purchase price | $ 8,177,614 | |||
[1] | Based on the closing price per share (post reverse stock split) of the common stock of Brooklyn as reported on the NYSE American stock exchange on March 25, 2021, immediately before the Merger. |
MERGER AND DISPOSITION TRANSA_4
MERGER AND DISPOSITION TRANSACTIONS, Fair Value of Assets Acquired and Liabilities Assumed (Details) - USD ($) | 1 Months Ended | |||
Mar. 31, 2021 | Jun. 30, 2021 | Mar. 25, 2021 | Dec. 31, 2020 | |
Purchase Price allocation of Assets Acquired and Liabilities Assumed [Abstract] | ||||
Goodwill | $ 2,043,747 | $ 2,043,747 | ||
NTN Buzztime, Inc [Member] | ||||
Purchase Price allocation of Assets Acquired and Liabilities Assumed [Abstract] | ||||
Cash and cash equivalents | $ 147,728 | |||
Accounts receivable | 102,517 | |||
Prepaid expense and other current assets | 329,596 | |||
Property and equipment, net | 1,015,370 | |||
Software development costs | 1,296,460 | |||
Accounts payable, accrued liabilities and other current liabilities | (3,781,173) | |||
Net assets acquired, excluding goodwill | (889,502) | |||
Total consideration | 8,177,614 | |||
Goodwill | 8,588,576 | |||
Cash and cash equivalents obligated to have under merger agreement | 10,000,000 | |||
Beneficial holders contractual commitments to invest | 10,000,000 | |||
Percentage of additional rights offering | 5.00% | |||
Proceeds from right offering | $ 500,000 | |||
NTN Buzztime, Inc [Member] | Customers [Member] | ||||
Purchase Price allocation of Assets Acquired and Liabilities Assumed [Abstract] | ||||
Intangible assets | 0 | |||
NTN Buzztime, Inc [Member] | Trade Names [Member] | ||||
Purchase Price allocation of Assets Acquired and Liabilities Assumed [Abstract] | ||||
Intangible assets | 0 | |||
NTN Buzztime, Inc [Member] | Pro Forma Fair Value Adjustment to Assets [Member] | ||||
Purchase Price allocation of Assets Acquired and Liabilities Assumed [Abstract] | ||||
Cash and cash equivalents | 0 | |||
Accounts receivable | 0 | |||
Prepaid expense and other current assets | 0 | |||
Property and equipment, net | 0 | |||
Software development costs | (368,460) | |||
Accounts payable, accrued liabilities and other current liabilities | 0 | |||
Net assets acquired, excluding goodwill | 478,540 | |||
NTN Buzztime, Inc [Member] | Pro Forma Fair Value Adjustment to Assets [Member] | Customers [Member] | ||||
Purchase Price allocation of Assets Acquired and Liabilities Assumed [Abstract] | ||||
Intangible assets | 548,000 | |||
NTN Buzztime, Inc [Member] | Pro Forma Fair Value Adjustment to Assets [Member] | Trade Names [Member] | ||||
Purchase Price allocation of Assets Acquired and Liabilities Assumed [Abstract] | ||||
Intangible assets | 299,000 | |||
NTN Buzztime, Inc [Member] | Preliminary Purchase Price Allocation Pro Forma Adjustment [Member] | ||||
Purchase Price allocation of Assets Acquired and Liabilities Assumed [Abstract] | ||||
Cash and cash equivalents | 147,728 | |||
Accounts receivable | 102,517 | |||
Prepaid expense and other current assets | 329,596 | |||
Property and equipment, net | 1,015,370 | |||
Software development costs | 928,000 | |||
Accounts payable, accrued liabilities and other current liabilities | (3,781,173) | |||
Net assets acquired, excluding goodwill | (410,962) | |||
NTN Buzztime, Inc [Member] | Preliminary Purchase Price Allocation Pro Forma Adjustment [Member] | Customers [Member] | ||||
Purchase Price allocation of Assets Acquired and Liabilities Assumed [Abstract] | ||||
Intangible assets | 548,000 | |||
NTN Buzztime, Inc [Member] | Preliminary Purchase Price Allocation Pro Forma Adjustment [Member] | Trade Names [Member] | ||||
Purchase Price allocation of Assets Acquired and Liabilities Assumed [Abstract] | ||||
Intangible assets | $ 299,000 |
MERGER AND DISPOSITION TRANSA_5
MERGER AND DISPOSITION TRANSACTIONS, Disposition (Details) - NTN Business [Member] | Mar. 26, 2021USD ($) |
Disposition [Abstract] | |
Sale of rights, title and interest in and to the assets relating to the business | $ 2,000,000 |
Proceeds from sale [Abstract] | |
Cash | 132,055 |
Escrow | 50,000 |
Assume advance/loans | 1,700,000 |
Interest on advance/loans | 67,945 |
Carrying value of assets sold [Abstract] | |
Cash and cash equivalents | (13,461) |
Accounts receivable | (75,153) |
Prepaids and other current assets | (123,769) |
Property and equipment, net | (1,013,950) |
Software development costs | (927,368) |
Goodwill | (8,588,576) |
Other assets | (103,173) |
Liabilities transferred upon sale [Abstract] | |
Accounts payable and accrued expenses | 113,156 |
Obligations under finance leases | 16,676 |
Lease liability | 25,655 |
Deferred revenue | 54,803 |
Other current liabilities | 148,987 |
Transaction costs | (265,000) |
Total loss on sale of assets | (9,648,173) |
Customers [Member] | |
Carrying value of assets sold [Abstract] | |
Intangible assets | (548,000) |
Trade Names [Member] | |
Carrying value of assets sold [Abstract] | |
Intangible assets | $ (299,000) |
MERGER AND DISPOSITION TRANSA_6
MERGER AND DISPOSITION TRANSACTIONS, Pro forma Financial Information (Details) - USD ($) | 3 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Unaudited Pro Forma Financial Information [Abstract] | ||
Net loss attributable to common stockholders | $ (27,795,457) | $ (3,060,464) |
Basic net loss per share attributable to common stockholders (in dollars per share) | $ (0.79) | $ (0.17) |
Diluted net loss per share attributable to common stockholders (in dollars per share) | $ (0.79) | $ (0.17) |
FAIR VALUE OF FINANCIAL INSTR_3
FAIR VALUE OF FINANCIAL INSTRUMENTS (Details) - USD ($) | Jun. 30, 2021 | Dec. 31, 2020 |
Level 1 [Member] | ||
Liabilities [Abstract] | ||
Fair value liabilities | $ 0 | $ 0 |
Level 1 [Member] | Contingent Consideration [Member] | ||
Liabilities [Abstract] | ||
Fair value liabilities | 0 | 0 |
Level 2 [Member] | ||
Liabilities [Abstract] | ||
Fair value liabilities | 0 | 0 |
Level 2 [Member] | Contingent Consideration [Member] | ||
Liabilities [Abstract] | ||
Fair value liabilities | 0 | 0 |
Level 3 [Member] | ||
Liabilities [Abstract] | ||
Fair value liabilities | 19,290,000 | 20,110,000 |
Level 3 [Member] | Contingent Consideration [Member] | ||
Liabilities [Abstract] | ||
Fair value liabilities | $ 19,290,000 | $ 20,110,000 |
FAIR VALUE OF FINANCIAL INSTR_4
FAIR VALUE OF FINANCIAL INSTRUMENTS, Liabilities Measured at Fair Value Using Level 3 Inputs (Details) | 6 Months Ended |
Jun. 30, 2021USD ($) | |
Other liabilities contingent consideration | |
Assumed percentage of royalty revenue until 2029 | 13.00% |
Assumed percentage of royalty revenue from 2030 to 2038 | 7.00% |
Percentage of royalty revenue post patent decline for first year | 50.00% |
Percentage of royalty revenue post patent decline after year one | 10.00% |
Percentage of income taxes projected as royalty savings | 26.00% |
Percentage of weighted average cost of capital | 26.00% |
Level 3 [Member] | |
Other liabilities contingent consideration | |
Balance at beginning | $ 20,110,000 |
Balance at ending | 19,290,000 |
Level 3 [Member] | Contingent Consideration [Member] | |
Other liabilities contingent consideration | |
Balance at beginning | 20,110,000 |
Fair value adjustment included in operating expenses | (820,000) |
Balance at ending | $ 19,290,000 |
LEASES (Details)
LEASES (Details) | 6 Months Ended |
Jun. 30, 2021USD ($)ft² | |
LEASES [Abstract] | |
Operating lease area | ft² | 2,700 |
Annual rent (per square foot) | 56 |
Operating lease payments | $ 25,331 |
LEASES, Net Operating Lease Exp
LEASES, Net Operating Lease Expenses (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2021 | Jun. 30, 2020 | |
Net Operating Lease Expense [Abstract] | |||
Operating lease expense | $ 163,752 | $ 314,617 | |
Sublease income | (21,045) | (42,090) | $ (40,054) |
Variable lease expense | 1,350 | 10,352 | |
Total lease expense | $ 144,057 | $ 282,879 |
LEASES, Operating Lease Right-o
LEASES, Operating Lease Right-of-use Assets and Liabilities (Details) - USD ($) | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | |
Operating Lease, Asset [Abstract] | |||
Operating lease ROU assets, Beginning | $ 2,092,878 | ||
Amortization of operating lease ROU assets | (148,702) | $ 0 | |
Addition of operating lease ROU assets | 823,628 | ||
Operating lease ROU assets, Ending | 2,767,804 | ||
Operating Lease, Liability [Abstract] | |||
Operating lease liabilities, Beginning | 2,178,612 | ||
Principal payments on operating lease liabilities | (138,895) | ||
Addition of operating lease liabilities | 873,628 | ||
Operating lease liabilities, Ending | 2,913,345 | ||
Less non-current portion | 2,529,422 | $ 1,905,395 | |
Current portion | $ 383,923 |
LEASES, Maturities of Operating
LEASES, Maturities of Operating Lease Liabilities (Details) - USD ($) | Jun. 30, 2021 | Dec. 31, 2020 |
Weighted Average Remaining Lease Term and Discount Rate [Abstract] | ||
Weighted average remaining lease term (years) | 5 years 4 months 24 days | |
Weighted average discount rate | 12.76% | |
Maturities of Operating Lease Liabilities [Abstract] | ||
2021 | $ 361,318 | |
2022 | 751,861 | |
2023 | 769,864 | |
2024 | 787,275 | |
2025 | 805,192 | |
Thereafter | 514,174 | |
Total payments | 3,989,684 | |
Less: Imputed interest | (1,076,339) | |
Total operating lease liabilities | $ 2,913,345 | $ 2,178,612 |
LEASES, Sublease Agreement (Det
LEASES, Sublease Agreement (Details) | Apr. 18, 2019Squarefeet | Jun. 30, 2021USD ($) | Jun. 30, 2021USD ($) | Jun. 30, 2020USD ($) |
LEASES [Abstract] | ||||
Currently rented area | Squarefeet | 999 | |||
Initial term of lease | 8 years | |||
Percentage of annual rent increase | 2.25% | |||
Future Lease Payments, Sublease Agreement [Abstract] | ||||
2021 | $ 40,628 | $ 40,628 | ||
2022 | 82,419 | 82,419 | ||
2023 | 84,194 | 84,194 | ||
2024 | 86,010 | 86,010 | ||
2025 | 87,867 | 87,867 | ||
Thereafter | 74,590 | 74,590 | ||
Total | 455,708 | 455,708 | ||
Sublease payments received | $ 21,045 | $ 42,090 | $ 40,054 |
GOODWILL AND IN-PROCESS RESEA_2
GOODWILL AND IN-PROCESS RESEARCH & DEVELOPMENT (Details) - USD ($) | Jun. 30, 2021 | Dec. 31, 2020 |
GOODWILL AND IN-PROCESS RESEARCH & DEVELOPMENT [Abstract] | ||
Goodwill | $ 2,043,747 | $ 2,043,747 |
In-process research and development | $ 6,860,000 | $ 6,860,000 |
ACCRUED EXPENSES (Details)
ACCRUED EXPENSES (Details) - USD ($) | Jun. 30, 2021 | Dec. 31, 2020 |
ACCRUED EXPENSES [Abstract] | ||
Accrued compensation | $ 385,935 | $ 293,534 |
Accrued research and development expenses | 631,563 | 207,468 |
Accrued general and administrative expenses | 719,023 | 399,893 |
Accrued interest | 179,605 | 150,125 |
Total accrued expenses | $ 1,916,126 | $ 1,051,020 |
DEBT (Details)
DEBT (Details) - USD ($) | 6 Months Ended | ||
Jun. 30, 2021 | Dec. 31, 2020 | May 04, 2020 | |
Debt Instrument [Abstract] | |||
Loans payable | $ 410,000 | $ 410,000 | |
IRX Notes [Member] | |||
Debt Instrument [Abstract] | |||
Loans payable | 410,000 | ||
Accrued interest | 179,605 | ||
Paycheck Protection Program [Member] | |||
Debt Instrument [Abstract] | |||
Principal amount | $ 309,905 | ||
Term loan amount | $ 309,905 | ||
Debt maturity date | May 5, 2022 | ||
Interest rate | 1.00% |
COMMITMENTS AND CONTINGENCIES,
COMMITMENTS AND CONTINGENCIES, Legal Matters (Details) | Feb. 05, 2021USD ($) | Jun. 30, 2021DefendantClaimshares | Mar. 16, 2021shares | Mar. 15, 2021shares | Dec. 31, 2020shares |
Legal Matters [Abstract] | |||||
Certificate of incorporation to increase the authorized shares (in shares) | shares | 100,000,000 | 100,000,000 | |||
Novellus, Ltd. [Member] | |||||
Legal Matters [Abstract] | |||||
Defendants salary promised against plaintiff | $ | $ 500,000 | ||||
Percentage of equity promised against plaintiff | 7.00% | ||||
Novellus, Ltd. [Member] | Minimum [Member] | |||||
Legal Matters [Abstract] | |||||
Loss contingency, damages sought, value | $ | $ 10,000,000 | ||||
NTN Buzztime, Inc [Member] | |||||
Legal Matters [Abstract] | |||||
Number of defendant | Defendant | 10 | ||||
Number of claims filed | Claim | 2 | ||||
NTN Buzztime, Inc [Member] | Robert Garfield [Member] | |||||
Legal Matters [Abstract] | |||||
Certificate of incorporation to increase the authorized shares (in shares) | shares | 100,000,000 | 15,000,000 |
COMMITMENTS AND CONTINGENCIES_2
COMMITMENTS AND CONTINGENCIES, Licensing Agreements (Details) - USD ($) | Apr. 30, 2021 | Apr. 15, 2021 | Apr. 13, 2021 | Jun. 30, 2021 | Oct. 31, 2022 | Oct. 31, 2021 | Apr. 26, 2021 |
Licensors [Member] | |||||||
Licensing Agreements [Abstract] | |||||||
Non-refundable option fee | $ 500,000 | ||||||
Initial license fees | $ 4,000,000 | ||||||
Amount require to pay of initial license fees | $ 1,000,000 | ||||||
Amount obligated to pay in license agreement | $ 4,000,000 | ||||||
Licensors [Member] | Forecast [Member] | |||||||
Licensing Agreements [Abstract] | |||||||
Additional fees obligated to pay in 2021 | $ 5,000,000 | ||||||
Additional fees obligated to pay in 2022 | $ 7,000,000 | ||||||
University of South Florida [Member] | |||||||
Licensing Agreements [Abstract] | |||||||
Percentage of royalty payable | 7.00% |
COMMITMENTS AND CONTINGENCIES_3
COMMITMENTS AND CONTINGENCIES, Royalty Agreements (Details) | Mar. 22, 2021 | Jun. 22, 2018 | May 01, 2012 |
Investor Royalty Agreement [Member] | |||
Royalty Agreements [Abstract] | |||
Percentage of royalty receive equal to revenues from sale of business | 4.00% | ||
Percentage of payment of additional royalty on gross sales | 1.00% | ||
Collaborator Royalty Agreement [Member] | |||
Royalty Agreements [Abstract] | |||
Percentage of royalty receive equal to revenues from sale of business | 6.00% |
STOCK-BASED COMPENSATION, Equit
STOCK-BASED COMPENSATION, Equity Incentive Plans (Details) - shares | 6 Months Ended | ||
Jun. 30, 2021 | May 31, 2021 | May 15, 2021 | |
2020 Equity Incentive Plan [Member] | Stock Option [Member] | |||
Stock-based Compensation [Abstract] | |||
Stock-based compensation shares authorized (in shares) | 3,368,804 | ||
Stock option outstanding (in shares) | 0 | ||
2020 Equity Incentive Plan [Member] | Incentive Stock Options [Member] | Maximum [Member] | |||
Stock-based Compensation [Abstract] | |||
Stock based compensation stock option term period | 10 years | ||
2020 Equity Incentive Plan [Member] | Nonqualified Stock Option [Member] | Maximum [Member] | |||
Stock-based Compensation [Abstract] | |||
Stock based compensation stock option term period | 10 years | ||
2021 Inducement Plan [Member] | |||
Stock-based Compensation [Abstract] | |||
Stock-based compensation shares authorized (in shares) | 1,500,000 | ||
2021 Inducement Plan [Member] | Stock Option [Member] | |||
Stock-based Compensation [Abstract] | |||
Stock option outstanding (in shares) | 140,580 | ||
2021 Inducement Plan [Member] | RSU [Member] | |||
Stock-based Compensation [Abstract] | |||
Stock units outstanding (in shares) | 105,290 |
STOCK-BASED COMPENSATION, Stock
STOCK-BASED COMPENSATION, Stock Options (Details) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021USD ($)Grantshares | Jun. 30, 2020shares | Jun. 30, 2021USD ($)GrantInstallmentshares | Jun. 30, 2020USD ($)shares | |
Stock-based Compensation [Abstract] | ||||
Number of stock option grants made | Grant | 2 | 2 | ||
Assertions Used in Determining Fair Value of Stock Options Granted [Abstract] | ||||
Proceeds from the exercise of stock options | $ | $ 10,202 | $ 0 | ||
Stock Option [Member] | ||||
Stock-based Compensation [Abstract] | ||||
Number of stock option awards granted (in shares) | 3,365,748 | 0 | 3,365,748 | 0 |
Assertions Used in Determining Fair Value of Stock Options Granted [Abstract] | ||||
Weighted average risk-free rate | 1.06% | 1.06% | ||
Weighted average volatility | 134.30% | 134.30% | ||
Dividend yield | 0.00% | 0.00% | ||
Expected term | 6 years 29 days | 6 years 29 days | ||
Stock option exercised (in shares) | 1,300 | 0 | 1,300 | 0 |
Proceeds from the exercise of stock options | $ | $ 10,202 | $ 10,202 | ||
Options exercised total intrinsic value | $ | $ 57,212 | |||
Time-Based Non-qualified Stock Option [Member] | ||||
Stock-based Compensation [Abstract] | ||||
Number of stock option awards granted (in shares) | 2,627,915 | |||
Number of monthly installments | Installment | 36 | |||
Time-Based Non-qualified Stock Option [Member] | Vesting on one-year Anniversary | ||||
Stock-based Compensation [Abstract] | ||||
Stock-based compensation vesting percentage | 25.00% | |||
Performance-Based Nonqualified Stock Option [Member] | ||||
Stock-based Compensation [Abstract] | ||||
Number of stock option awards granted (in shares) | 597,253 |
STOCK-BASED COMPENSATION, RSUs
STOCK-BASED COMPENSATION, RSUs (Details) - RSU [Member] - $ / shares | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Stock-based Compensation [Abstract] | ||||
Number of stock units awards granted (in shares) | 105,290 | 0 | 105,290 | 0 |
Weighted average grant date fair value (in dollars per share) | $ 19.60 | $ 19.60 | ||
Stock units vested (in shares) | 0 | 0 | 0 | 0 |
STOCK-BASED COMPENSATION, Restr
STOCK-BASED COMPENSATION, Restricted Stock (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Stock-based Compensation [Abstract] | ||||
Stock based compensation expense | $ 1,154,492 | $ 22,734 | $ 1,573,393 | $ 45,468 |
Modification expense | $ 249,905 | |||
Restricted Common Units [Member] | ||||
Stock-based Compensation [Abstract] | ||||
Restricted stock replaced during the period (in shares) | 3,427 | |||
Restricted Common Shares [Member] | ||||
Stock-based Compensation [Abstract] | ||||
Restricted stock replaced during the period (in shares) | 629,643 | |||
Stock based compensation expense | $ 249,905 |
STOCKHOLDERS' AND MEMBERS' EQ_2
STOCKHOLDERS' AND MEMBERS' EQUITY (DEFICIT), Private Placement Offerings (Details) - USD ($) | May 26, 2021 | Apr. 26, 2021 | Jun. 30, 2021 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 |
Private Placement Offerings [Abstract] | ||||||
Proceeds from sale of common stock | $ 48,524,918 | $ 0 | ||||
Number of shares authorized to sale in regular purchase (in shares) | 100,000,000 | 100,000,000 | 100,000,000 | |||
Purchase Agreements [Member] | Lincoln Park [Member] | ||||||
Private Placement Offerings [Abstract] | ||||||
Common stock issued and sold during period (in shares) | 3,211,942 | |||||
Net proceeds | $ 48,508,585 | |||||
First Purchase Agreement [Member] | Lincoln Park [Member] | ||||||
Private Placement Offerings [Abstract] | ||||||
Proceeds from sale of common stock | $ 20,000,000 | |||||
Common stock, shares issued in consideration for purchase commitment (in shares) | 56,041 | 1,127,736 | ||||
Number of shares remaining to be sold in purchase commitment (in shares) | 0 | |||||
Common stock issued and sold during period (in shares) | 1,127,736 | |||||
Net proceeds | $ 20,000,000 | |||||
First Purchase Agreement [Member] | Lincoln Park [Member] | Maximum [Member] | ||||||
Private Placement Offerings [Abstract] | ||||||
Proceeds from sale of common stock | $ 20,000,000 | |||||
Maximum commitment in any single regular purchase | $ 1,000,000 | |||||
Second Purchase Agreement [Member] | Lincoln Park [Member] | ||||||
Private Placement Offerings [Abstract] | ||||||
Common stock, shares issued in consideration for purchase commitment (in shares) | 50,000 | |||||
Common stock issued and sold during period (in shares) | 2,084,206 | |||||
Net proceeds | $ 30,496,755 | |||||
Second Purchase Agreement [Member] | Lincoln Park [Member] | Maximum [Member] | ||||||
Private Placement Offerings [Abstract] | ||||||
Proceeds from sale of common stock | $ 40,000,000 | |||||
Number of shares authorized to sale in regular purchase (in shares) | 60,000 | |||||
Maximum commitment in any single regular purchase | $ 2,000,000 | |||||
Beneficial ownership percentage on total outstanding shares that prohibits company to direct share purchases | 4.99% | |||||
Second Purchase Agreement [Member] | Lincoln Park [Member] | Minimum Closing Price 5.50 [Member] | Maximum [Member] | ||||||
Private Placement Offerings [Abstract] | ||||||
Number of shares authorized to sale in regular purchase (in shares) | 80,000 | 80,000 | ||||
Second Purchase Agreement [Member] | Lincoln Park [Member] | Minimum Closing Price 7.00 [Member] | Maximum [Member] | ||||||
Private Placement Offerings [Abstract] | ||||||
Number of shares authorized to sale in regular purchase (in shares) | 120,000 | 120,000 |
STOCKHOLDERS' AND MEMBERS' EQ_3
STOCKHOLDERS' AND MEMBERS' EQUITY (DEFICIT), Reverse Stock-Split (Details) | Mar. 25, 2021shares |
Reverse Stock-Split [Abstract] | |
Stock conversion ratio | 0.5 |
Stock outstanding, reverse stock splits (in shares) | 1,514,373 |
STOCKHOLDERS' AND MEMBERS' EQ_4
STOCKHOLDERS' AND MEMBERS' EQUITY (DEFICIT), Merger (Details) - shares | Mar. 25, 2021 | Jun. 30, 2021 | Jun. 30, 2021 |
Merger [Abstract] | |||
Stock issued, shares, acquisition (in shares) | 1,067,879 | ||
Common Class A [Member] | |||
Merger [Abstract] | |||
Number of shares issued in merger agreement (in shares) | 86,667 | ||
Number of shares converted to common stock (in shares) | 22,274,718 | ||
Common Class B [Member] | |||
Merger [Abstract] | |||
Number of shares issued in merger agreement (in shares) | 15,000,000 | ||
Number of shares converted to common stock (in shares) | 2,514,714 | ||
Common Class C [Member] | |||
Merger [Abstract] | |||
Number of shares issued in merger agreement (in shares) | 10,000,000 | ||
Number of shares converted to common stock (in shares) | 1,676,308 | ||
Number of rights options issued (in shares) | 10,500,000 | ||
Number of rights options converted (in shares) | 11,828,575 | ||
Common Stock [Member] | |||
Merger [Abstract] | |||
Number of shares issued in merger agreement (in shares) | 629,643 | ||
Number of shares converted to common stock (in shares) | 629,643 | ||
Stock issued, shares, acquisition (in shares) | 0 | 1,514,373 |
SUBSEQUENT EVENT (Details)
SUBSEQUENT EVENT (Details) - USD ($) | Jul. 16, 2021 | Jun. 30, 2021 |
Acquisitions [Abstract] | ||
Acquisition agreement | $ 5,765,407 | |
NoveCite, INC. [Member] | Subsequent Event [Member] | ||
Acquisitions [Abstract] | ||
Percentage of total outstanding equity interests | 25.00% | |
Novellus, Ltd. [Member] | Subsequent Event [Member] | ||
Acquisitions [Abstract] | ||
Business consideration | $ 124,022,181 | |
Cash paid for acquisition | $ 22,822,181 | |
Acquisition of common stock (in shares) | 7,022,230 | |
Acquisition agreement | $ 102,000,000 | |
Share price (in dollars per share) | $ 14.5253 | |
Escrow shares (in shares) | 740,766 | |
Non-compete period | 5 years | |
Each lock-up agreement extend term | 3 years | |
Novellus, Ltd. [Member] | Subsequent Event [Member] | Chair of the Board of Directors, Chief Executive Officer and President [Member] | ||
Acquisitions [Abstract] | ||
Lock-up agreements shares received in acquisition (in shares) | 3,377,690 | |
Novellus, Ltd. [Member] | Maximum [Member] | Subsequent Event [Member] | ||
Acquisitions [Abstract] | ||
Period of escrow | 12 months | |
Percentage of common stock subject to the lock-up agreement | 75.00% |