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): October 13, 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 3.01.
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
 
(d)
 
On October 13, 2021, we determined, acting pursuant to authorization from the board of directors, to voluntarily withdraw the principal listing of our common stock, par value $0.005 per share, from the NYSE American and transfer the listing to The Nasdaq Global Market. Our common stock has been approved for listing on The Nasdaq Global Market.
 
We expect that listing and trading of our common stock on the NYSE American will end at market close on October 22, 2021 and that trading on The Nasdaq Global Market will begin at market open on October 25, 2021. Our common stock will continue to trade under the stock symbol “BTX.”
 
Item 7.01.
Regulation FD Disclosure.
 
On October 14, 2021, we issued a press release titled “Brooklyn ImmunoTherapeutics to Move Stock Exchange Listing to Nasdaq.” A copy of the press release is furnished as Exhibit 99.1 to this report.
 
The information contained in this Item 7.01, including the press release furnished as Exhibit 99.1, is intended to be furnished and 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, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, except as expressly set forth by specific reference in such filing.

Item 9.01
Financial Statements and Exhibits.

(d)
Exhibits.
 
Exhibit
 
Description
     
 
Press Release of Brooklyn ImmunoTherapeutics Inc., titled “Brooklyn ImmunoTherapeutics to Move Stock Exchange Listing to Nasdaq,” dated October 14, 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.
   
Dated: October 14, 2021
By:
/s/ Howard J. Federoff

 
Howard J. Federoff
 

 
Chief Executive Officer and President


3
Exhibit 99.1

 
Brooklyn ImmunoTherapeutics to
Move Stock Exchange Listing to Nasdaq
 
Ticker Symbol to Remain “BTX”

NEW YORK, October 14, 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 it will transfer its common stock listing from the NYSE American to the Nasdaq Global Market, effective upon the market close on October 22, 2021. Brooklyn’s common stock is expected to begin trading as a Nasdaq-listed security on October 25, 2021 and will continue to trade under the ticker symbol “BTX.”

Brooklyn’s President and CEO Howard J. Federoff, M.D., Ph.D., commented, “We view the Nasdaq Global Market as more in line with the innovation we are pursuing, which we believe will be attractive to a broader range of investors oriented around companies such as ours. We view this transfer as driving further shareholder value for our investors. We thank the New York Stock Exchange for its partnership, and are extremely pleased to join many of the world’s most successful and innovative companies listed on Nasdaq.”

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.

Forward-Looking Statements
The statements in the first two paragraphs of this release with respect to Brooklyn’s timing and completion of its proposed change in the stock exchange listing of its common stock are not historical facts and constitute forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, which are intended to be covered by the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Those statements, which are expectations only, reflect management's current views, are based on certain assumptions, and involve risks and uncertainties. Brooklyn may not be able to complete the listing change for a number of reasons, many of which are outside Brooklyn’s control. Brooklyn does not undertake any obligation to update the forward-looking statements contained herein to reflect events that occur or circumstances that exist after such date, except as may be required by applicable law or regulation.
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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