UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF
THE SECURITIES EXCHANGE ACT OF 1934
Brooklyn ImmunoTherapeutics, Inc.
(Exact name of registrant as specified in its charter)
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Delaware
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31-1103425
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(State or incorporation or organization)
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(I.R.S. Employer Identification No.)
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140 58th Street, Building A, Suite 2100
Brooklyn, New York
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11220
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(Address of Principal Executive Offices)
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(Zip Code)
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Securities to be registered pursuant to Section 12(b) of the Act:
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Title of each class
to be so registered
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Name of each exchange on which
each class is to be registered
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Common stock, par value $0.005 per share
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The Nasdaq Stock Market LLC
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If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction
A.(c) or (e), check the following box. ☒
If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction
A.(d) or (e), check the following box. ☐
If this form relates to the registration of a class of securities concurrently with a Regulation A offering, check the following box. ☐
Securities Act registration statement file number to which this form relates: Not
applicable
Securities to be registered pursuant to Section 12(g) of the Act: None.
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Item 1.
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Description of Registrant’s Securities to be Registered.
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The description of the common stock, par value $0.005 per share, of Brooklyn ImmunoTherapeutics, Inc. (the “Company”) as included under the caption
“Description of Capital Stock” in the Prospectus forming a part of the Company’s Registration Statement on Form S-3, originally filed with the Securities and Exchange Commission (the “Commission”) on August 13, 2021 (File No. 333-258816) (the
“Registration Statement”), is hereby incorporated by reference herein. In addition, the above-referenced description included in any Prospectus relating to the Registration Statement filed with the Commission pursuant to Rule 424(b) under the
Securities Act of 1933, as amended, shall be deemed to be incorporated by reference herein.
In accordance with the “Instructions as to Exhibits” with respect to Form 8-A, no exhibits are required to be filed hereunder because no other securities of
the Company are registered on the Nasdaq Global Market and the securities registered hereby are not being registered pursuant to Section 12(g) of the Securities Exchange Act of 1934, as amended.
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, as amended, the Company has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York on October 22, 2021.
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Date: October 22, 2021
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Brooklyn ImmunoTherapeutics, Inc.
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By:
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Name:
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Howard J. Federoff
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Title:
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Chief Executive Officer and President
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