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Item 2. Unregistered Sales of Equity Securities

2021-11-12 compared with 2021-08-13 · 54 added, 52 removed, 38 unchanged (74% of the section changed)

Unregistered Sales of Equity Securities and Use of Proceeds.

Set forth below is information regarding shares of common stock issued by us during the three months ended June 30, 2021 that were not registered

under the Securities Act of 1933.

Included is the consideration, if any, we received for such shares and information relating to the section of the Securities Act of 1933, or the rule of the SEC, under which exemption from registration was

On April 26, 2021, we entered into a purchase agreement with Lincoln Park Capital Fund, LLC, or Lincoln Park, pursuant to which we issued to Lincoln Park an

aggregate of 1,127,736 shares of common stock from April 26, 2021 through May 19, 2021, of which (a) 56,041 shares of common stock were issued as consideration for Lincoln Park’s commitment to purchase shares of common stock under our April 26,

2021 purchase agreement, and (b) 1,071,695 shares were issued to Lincoln Park pursuant to the purchase agreement for an aggregate purchase price of $20.0 million.

We intend to us the net proceeds for general corporate purposes, including

working capital.

On May 26, 2021, we entered into a purchase agreement with Lincoln Park pursuant to which we issued to Lincoln Park an aggregate of 2,084,206 shares of common

stock from May 26, 2021 through June 29, 2021, of which (a) 50,000 shares of common stock were issued as consideration for Lincoln Park’s commitment to purchase shares of common stock under our May 26, 2021 purchase agreement, and (b) 2,034,206

shares were issued to Lincoln Park pursuant to the purchase agreement for an aggregate purchase price of $30.5 million.

Pursuant to our purchase agreement with Lincoln Park, we have the right to sell to Lincoln Park up to an additional $9.5

million in shares of common stock, subject to certain limitations, from time to time on or before June 4, 2024.

We intend to us the net proceeds for general corporate purposes, including working capital.

The securities described in this Item 2 were issued to investors in reliance upon the exemption from the registration requirements of the Securities Act of 1933,

as set forth in Section 4(a)(2) under the Securities Act of 1933 and/or Regulation D promulgated thereunder relative to transactions by an issuer not involving any public offering, to the extent an exemption from such registration was required.

The recipients of securities in the transactions described above represented that they were accredited investors and were acquiring the securities for their own account for investment purposes only and not with a view to, or for sale in

connection with, any distribution thereof and that they could bear the risks of the investment and could hold the securities for an indefinite period of time and appropriate legends were affixed to the instruments representing such securities

issued in such transactions.

Set forth below is information regarding shares of common stock issued by us during the three months ended September 30, 2021 that were not registered under the Securities Act

Under the Second Purchase Agreement with Lincoln Park pursuant to which we issued to Lincoln Park an aggregate of 340,048

shares of common stock from September 19, 2021 through September 20, 2021 for an aggregate purchase price of $3.6 million.

We intend to us the net proceeds from these transactions for general corporate purposes, including working capital.

On July 16, 2021, we entered into the Acquisition Agreement to acquire all of the outstanding equity interests of Novellus,

Inc., which became our wholly owned subsidiary, and Novellus, Ltd.

became our indirectly owned subsidiary.

We also acquired 25% of the total outstanding equity interests of NoveCite.

We delivered consideration that included 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 closing of the transaction, including the issuance of the common stock, was held contemporaneously

with the execution and delivery of the Acquisition Agreement.

The securities described in this Item 2 were issued to investors in reliance upon the exemption from the registration requirements of the Securities Act of 1933, as set forth

in Section 4(a)(2) under the Securities Act of 1933 and/or Regulation D promulgated thereunder relative to transactions by an issuer not involving any public offering, to the extent an exemption from such registration was required.

The recipients

of securities in the transactions described above represented that they were accredited investors and were acquiring the securities for their own account for investment purposes only and not with a view to, or for sale in connection with, any

distribution thereof and that they could bear the risks of the investment and could hold the securities for an indefinite period of time and appropriate legends were affixed to the instruments representing such securities issued in such

transactions.

Incorporated By Reference

Agreement and Plan of Acquisition, dated as of July 16, 2021, by and among Brooklyn ImmunoTherapeutics, Inc., Brooklyn Acquisition Sub, Inc., Novellus LLC,

Novellus, Inc., and the Sellers’ Representative.

Restated Certificate of Incorporation

Exhibit to Form 10-Q filed on August 14, 2013

Certificate of Amendment to the Restated Certificate of Incorporation (reverse/forward split)

Exhibit to Form 8-K filed on June 17, 2016

Certificate of Decrease of the Series A Convertible Preferred Stock

Exhibit to Form 8-K filed on April 12, 2017

Certificate of Amendment to the Restated Certificate of Incorporation (decrease in authorized capital stock)

Exhibit to Form 8-K filed on June 9, 2017

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

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

Certificate of Amendment to Restated Certificate of Amendment, dated March 25, 2021 (Name Change)

Exhibit to Form 8-K filed on March 31, 2021

(q) Certificate of Validation of Brooklyn ImmunoTherapeutics, Inc., as filed with the Secretary of State of the State of Delaware on

September 3, 2021

Exhibit to Form 8-K filed on September 13, 2021

Amended and Restated Bylaws of Brooklyn ImmunoTherapeutics, Inc.

Exhibit to Form 8-K filed on September 23, 2021

Agreement and Plan of Acquisition, dated as of July 16, 2021, by and among Brooklyn ImmunoTherapeutics, Inc., Brooklyn Acquisition Sub,

Inc., Novellus LLC, Novellus, Inc., and the Sellers’ Representative.

Exhibit to Form 8-K filed on July 19, 2021

Registration Rights Agreement, dated as of July 16, 2021, by and among Brooklyn ImmunoTherapeutics, Inc.

and the individuals and entities named therein.

and the individuals and entities

named therein.

Exhibit to Form 8-K filed on July 19, 2021

Executive Employment Agreement, dated as of April 1, 2021 and effective as of April 16, 2021, between Brooklyn ImmunoTherapeutics, Inc.

Exhibit to Form 8-K filed on April 7, 2021

Executive Employment Agreement, dated as of July 6, 2021 and effective as of July 15, 2021, between Brooklyn ImmunoTherapeutics, Inc.

Exhibit to Form 8-K filed on July 19, 2021

Executive Employment Agreement, effective as of September 20, 2021, between Brooklyn ImmunoTherapeutics, Inc.

and Roger Sidhu

Exhibit to Form 8-K filed on September 23, 2021

Form of Indemnification Agreement

1 unchanged sentence

Schedule identifying agreements substantially identical to the form of indemnification agreement filed as Exhibit 10.4(a)

Exhibit to Form 8-K filed on June 21, 2021

Purchase Agreement, dates as of May 26, 2021, between Brooklyn ImmunoTherapeutics, Inc.

and Lincoln Park Capital Fund, LLC

Exhibit to Form 8-K filed on May 26, 2021

Registration Rights Agreement, dated as of May 26, 2021, between Brooklyn ImmunoTherapeutics, Inc.

and Lincoln Park Capital Fund, LLC

Exhibit to Form 8-K filed on May 26, 2021

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

Filed herewith

Brooklyn ImmunoTherapeutics, Inc.

2021 Inducement Stock Incentive Plan

Exhibit to Form 8-K filed on May 26, 2021

Executive Employment Agreement, dated as of June 5, 2021 and effective as of June 28, 2021, between Brooklyn ImmunoTherapeutics, Inc.

and Kevin D’Amour.

Exhibit to Form 8-K filed on June 10, 2021

Executive Employment Agreement, dated as of June 16, 2021 and effective as of June 21, 2021, between Brooklyn ImmunoTherapeutics, Inc.

and Sandra Gurrola.

Exhibit to Form 8-K filed on June 21, 2021

Executive Employment Agreement, dated as of July 6, 2021 and effective as of July 15, 2021, between Brooklyn ImmunoTherapeutics, Inc.

and Jay Sial.

Exhibit to Form 8-K filed on July 19, 2021

Restated 2020 Stock Incentive Plan

Exhibit to Form 8-K filed on September 13, 2021

Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

22 unchanged sentences

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.

Schedules and exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K.

Brooklyn ImmunoTherapeutics, Inc.

hereby undertakes to furnish

supplementally copies of any of the omitted schedules and exhibits upon request by the Securities and Exchange Commission

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.

hereby undertakes to furnish supplementally copies of any of the omitted schedules and

exhibits upon request by the Securities and Exchange Commission.

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

BROOKLYN IMMUNOTHERAPEUTICS, INC.

August 13, 2021

November 12, 2021

/s/ Howard J.

1 unchanged sentence

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 2. Unregistered Sales of Equity Securities