Ernexa Therapeutics Inc. 10-Q

Item 1A. Risk Factors. An investment in our common stock involves a high degree of risk . You should consider carefully the risks and uncertainties described in the “Risk Factors” section of our Current Report on Form 8-K filed with the SEC on May 11, 2021 together with all other information contained or incorporated by reference in this report before you invest in common stock. If any of the risks described in this report or in such Current Report occur, our business, financial condition, results of operations and future growth prospects could be materially and adversely affected . Under these circumstances, the trading price of common stock could decline, and you may lose all or part of your investment. 39 Table of Contents Item 6. Exhibits. Exhibit Description Incorporated By Reference 3.1 Restated Certificate of Incorporation Exhibit to Form 10-Q filed on August 14, 2013 3.1(a) Certificate of Amendment to the Restated Certificate of Incorporation (reverse/forward split) Exhibit to Form 8-K filed on June 17, 2016 3.1(b) Certificate of Decrease of the Series A Convertible Preferred Stock Exhibit to Form 8-K filed on April 12, 2017 3.1(c) Certificate of Amendment to the Restated Certificate of Incorporation (decrease in authorized capital stock) Exhibit to Form 8-K filed on June 9, 2017 3.1(d) Certificate of Amendment to Restated Certificate of Amendment, dated March 25, 2021 (Reverse Stock Split) Exhibit to Form 8-K filed on March 31, 2021 3.1(e) Certificate of Amendment to Restated Certificate of Amendment, dated March 25, 2021 (Authorized Share Increase) Exhibit to Form 8-K filed on March 31, 2021 3.1(f) Certificate of Amendment to Restated Certificate of Amendment, dated March 25, 2021 (Name Change) Exhibit to Form 8-K filed on March 31, 2021 3.2 Amended and Restated Bylaws Exhibit to Form 8-K filed on March 31, 2021 10.1* Amended and Restated Royalty Agreement and Distribution Agreement, dated March 22, 2021 Exhibit to Form 8-K filed on March 31, 2021 10.2+ Brooklyn ImmunoTherapeutics, Inc. 2020 Stock Incentive Plan Exhibit to Form 8-K filed on March 31, 2021 10.3+ Assignment and Assumption of Employment Agreement dated March 30, 2021 among Brooklyn ImmunoTherapeutics, LLC, Brooklyn ImmunoTherapeutics, Inc. and Ronald Guido Exhibit to Form 8-K filed on March 31, 2021 10.4+ Assignment and Assumption of Employment Agreement dated March 30, 2021 among Brooklyn ImmunoTherapeutics, LLC, Brooklyn ImmunoTherapeutics, Inc. and Lynn Sadowski Mason Exhibit to Form 8-K filed on March 31, 2021 10.5+^ Executive Employment Agreement, dated as of April 1, 2021 and effective as of April 16, 2021, between Brooklyn ImmunoTherapeutics, Inc. and Howard J. Federoff. Exhibit to Form 8-K filed on April 7, 2021 10.6+ Form of Indemnification Agreement Exhibit to Form 8-K filed on April 16, 2021 10.6(a) Schedule identifying agreements substantially identical to the form of indemnification agreement filed as Exhibit 10.6 Exhibit to Form 8-K filed on May 11, 2021 10.7(a) Purchase Agreement, dates as of April 26, 2021, between Brooklyn ImmunoTherapeutics, Inc. and Lincoln Park Capital Fund, LLC Exhibit to Form 8-K filed on April 30, 2021 10.7(b) Registration Rights Agreement, dated as of April 26, 2021, between Brooklyn ImmunoTherapeutics, Inc. and Lincoln Park Capital Fund, LLC Exhibit to Form 8-K filed on April 30, 2021 10.8~* Exclusive License Agreement, dated as of April 26, 2021, between Factor Bioscience Limited, Novellus Therapeutics Limited and Brooklyn ImmunoTherapeutics LLC Exhibit to Form 8-K filed on April 30, 2021 31.1 Certification of Principal Executive and Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 Filed herewith 32.1# Certification of Principal Executive Officer and Financial pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 Furnished herewith 101.INS XBRL Instance Document Filed herewith 101.SCH XBRL Taxonomy Extension Schema Document Filed herewith 101.CAL XBRL Taxonomy Extension Calculation Linkbase Document Filed herewith 101.DEF XBRL Taxonomy Extension Definition Linkbase Document Filed herewith 101.LAB XBRL Taxonomy Extension Label Linkbase Document Filed herewith * Certain information redacted and replaced with “[***]”. + Indicates management contract or compensatory plan. ^ Certain addenda have been omitted pursuant to Item 601(a)(5) of Regulation S-K. We hereby undertake to furnish copies of the omitted addenda upon request by the Securities and Exchange Commission, provided that we may request confidential treatment pursuant to Rule 24b‑2 of the Securities Exchange Act of 1934 for the addenda so furnished. ~ Certain exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. A copy of any omitted exhibit will be furnished to the Securities and Exchange Commission or its staff upon request. # This certification is being furnished solely to accompany this report pursuant to U.S.C. § 1350, and it is not being filed for purposes of Section 18 of the Securities Exchange Act of 1934 and is not to be incorporated herein by reference into any filing of the registrant whether made before or after the date hereof, regardless of any general incorporation language in such filing. 40 Table of Contents 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. Date: May 17, 2021 By: /s/ Howard J. Federoff Howard J. Federoff Chief Executive Officer and President 41