UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 8-K
 
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 
Date of Report (Date of earliest event reported): August 20, 2021
 
Brooklyn ImmunoTherapeutics, Inc.
(Exact Name of Registrant as Specified in its Charter)
 
Delaware
001-11460
31-1103425
(State or Other Jurisdiction of Incorporation)
(Commission File Number)
(IRS Employer Identification No.)

140 58th Street, Building A, Suite 2100
 
 
Brooklyn, New York
 
11220
(Address of Principal Executive Offices)
 
(Zip Code)
 
Registrant’s telephone number, including area code: (212) 582-1199
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 
☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☒
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
Securities registered pursuant to Section 12(b) of the Act:
 
Title of each class
 
Trading symbol
 
Name of each exchange on which registered
Common Stock, par value $0.005 per share
 
BTX
 
NYSE American

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934:Emerging growth company  ☐
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 8.01
Other Events.
 
On August 20, 2021, we called to order our 2021 Annual Meeting of Stockholders, or the Annual Meeting. At that time, there were not present or represented by proxy a sufficient number of shares of common stock to constitute a quorum. As previously disclosed in our proxy materials for the Annual Meeting, in order for a quorum to be present at the Annual Meeting, at least 36,679,575 shares of common stock, or approximately 83% of the total outstanding shares as of the record date of 5 p.m., Eastern time, on June 21, 2021, must be present virtually or represented by proxy at the meeting.
 
At the Annual Meeting on August 20, 2021, we adjourned the Annual Meeting until September 3, 2021 at 9 a.m., Eastern time, in order to provide an opportunity to solicit additional proxies that will constitute a quorum and will enable us to proceed with consideration of the proposals to be voted on by stockholders at the Annual Meeting. At that time, the Annual Meeting will be reconvened virtually at www.virtualshareholdermeeting.com/BTX2021. The record date for the Annual Meeting remains 5 p.m., Eastern time, on June 21, 2021. Stockholders who have previously submitted their proxies or otherwise voted and who do not want to change their vote do not need to take any further actions.

We have engaged a proxy solicitor, Alliance Advisors, LLC, to assist the board of directors and management in obtaining adequate votes to achieve the required quorum for the Annual Meeting. We estimate that our proxy solicitation fees payable to Alliance Advisors, LLC will total approximately $7,500.
 
No changes have been made in the proposals to be voted on by stockholders at the Annual Meeting. We strongly encourage all of our stockholders to read the definitive proxy statement we filed with the Securities and Exchange Commission on July 1, 2021, the supplement to the definitive proxy statement we filed with the Securities and Exchange Commission on July 26, 2021, and other proxy materials relating to the Annual Meeting, which are available free of charge on the Securities Exchange Commission’s website at www.sec.gov.
 
On August 20, 2021, we issued a press release entitled “Brooklyn ImmunoTherapeutics Announces Adjournment of Annual Meeting of Stockholders Due to Lack of Quorum.” A copy of the press release is furnished as Exhibit 99.1 to this report and is incorporated herein by reference.
 
The information contained in this Item 8.01 and in the press release furnished as Exhibit 99.1 to this report shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that Section or Section 11 or 12(a)(2) of the Securities Act of 1933. The information contained in this Item 8.01 and in the press release furnished as Exhibit 99.1 to this report shall not be incorporated by reference into any filing with the Securities and Exchange Commission made by us whether made before or after the date hereof, regardless of any general incorporation language in such filing.
 
Item 9.01
Financial Statements and Exhibits.
 
(d)
Exhibits.
 
Exhibit
 
Description
 
Press Release of Brooklyn ImmunoTherapeutics, Inc. dated August 20, 2021
     
104
 
Cover Page Interactive Data File (embedded within the XBRL document)

2
SIGNATURE
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
 
 
BROOKLYN IMMUNOTHERAPEUTICS, INC.
     
 
By:
/s/ Howard J. Federoff
   
Howard J. Federoff

 
Chief Executive Officer and President
Dated: August 20, 2021
   


3
Exhibit 99.1

 
Brooklyn ImmunoTherapeutics Announces Adjournment of Annual Meeting of Stockholders Due to Lack of Quorum

Brooklyn, NY – August 20, 2021 – Brooklyn ImmunoTherapeutics, Inc. (NYSE American: BTX) (“Brooklyn”), a biopharmaceutical company focused on exploring the role that cytokine and gene editing/cell therapy can have in treating patients with cancer, blood disorders, and monogenic diseases, today announced that its 2021 Annual Meeting of Stockholders (the “Annual Meeting”), scheduled to be held at 9 a.m., Eastern time, on August 20, 2021, was convened and adjourned, without any business being conducted, due to lack of the required quorum.

In order to have a quorum that enables Brooklyn to proceed with its Annual Meeting, at least 83% of the shares of common stock outstanding as of 5 p.m., Eastern time, on June 21, 2021 (the record date for the Annual Meeting) must be present virtually or represented by proxy at the Annual Meeting. There were fewer than 83% of the shares entitled to vote present, either virtually or by proxy at the meeting on August 20, 2021. In the absence of a quorum as of August 20, 2021, the Annual Meeting of Stockholders was adjourned to 9 a.m., Eastern time, on Friday, September 3, 2021, to allow additional time for Brooklyn’s stockholders to vote on the proposals set forth in Brooklyn’s definitive proxy statement filed with the Securities and Exchange Commission (the “SEC”) on July 1, 2021, as amended by a supplement filed with the SEC on July 26, 2021.

During the current adjournment, Brooklyn continues to solicit votes from its stockholders with respect to the proposals set forth in Brooklyn’s proxy statement, as supplemented. Brooklyn has engaged a proxy solicitor, Alliance Advisors, LLC, to assist the board of directors and management in obtaining adequate votes to achieve the required quorum for the Annual Meeting.

Only stockholders of record, as of the record date, June 21, 2021, are entitled to and are being requested to vote. Proxies previously submitted in respect of the Annual Meeting will be voted at the adjourned Annual Meeting unless properly revoked, and stockholders who have previously submitted a proxy or otherwise voted need not take any action.

Brooklyn encourages all stockholders of record as of 5 p.m., Eastern time, on June 21, 2021 whom have not yet voted to do so by September 2, 2021 at 11:59 p.m., Eastern time. Stockholders who have any questions or require any assistance with completing a proxy or voting instruction form or who do not have the required materials, may contact our Proxy Solicitation agent, Alliance Advisors at (855) 835-8314.

If the number of additional shares of common stock voted at the adjourned Annual Meeting is not sufficient to reach a quorum, Brooklyn may determine to adjourn the Annual Meeting again, which would require Brooklyn to incur additional costs.

Important Information
 
This material may be deemed to be solicitation material in respect of the Annual Meeting to be reconvened and held on September 3, 2021. In connection with the Annual Meeting, Brooklyn filed with the SEC a definitive proxy statement on July 1, 2021 and a supplement thereto on July 26, 2021. BEFORE MAKING ANY VOTING DECISIONS, STOCKHOLDERS ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT, THE SUPPLEMENT AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT THE ANNUAL MEETING. A notice of internet availability of proxy materials containing instructions on how to access the definitive proxy statement and a copy of the proxy supplement were mailed to stockholders who are entitled to vote at the Annual Meeting. No changes have been made in the proposals to be voted on by stockholders at the Annual Meeting. Brooklyn’s proxy statement and any other materials filed by Brooklyn with the SEC can be obtained free of charge at Brooklyn’s website investor.brooklynitx.com/financials/sec-filings/default.aspx or the SEC's website at www.sec.gov.

About Brooklyn ImmunoTherapeutics
 
Brooklyn is focused on exploring the role that cytokine, gene editing, and cell therapy can have in treating patients with cancer, blood disorders, and monogenic diseases.
 
Brooklyn’s most advanced program is IRX-2, a human cell-derived cytokine therapy, studying the safety and efficacy of IRX-2 in patients with head and neck cancer in Phase 2B. In a Phase 2A clinical trial in head and neck cancer, IRX-2 demonstrated an overall survival benefit. Additional studies are either underway or planned in other solid tumor cancer indications.
 
Brooklyn has multiple next-generation cell and gene-editing therapies in preclinical development for various indications including acute respiratory distress syndrome, solid tumor indications, as well as in vivo gene-editing therapies for rare genetic diseases. For more information about Brooklyn and its clinical programs, please visit www.BrooklynITx.com.

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Investor Relations Contact:
CORE IR
516-222-2560
investors@brooklynitx.com
 
Media Contact:
Jules Abraham
CORE IR
917-885-7378
julesa@coreir.com