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.