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): September 14, 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
 
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 8.01
Other Events.

Effective as of September 14, 2021, we appointed Computershare Trust Company, N.A. as our stock transfer agent and registrar and dismissed American Stock Transfer & Trust Company from those roles.

A copy of our letter being mailed to shareholders with respect to the change in stock transfer agent and registrar, which letter includes, among other things, contact information for Computershare Trust Company, N.A., is furnished as Exhibit 99.1 to this Current Report on Form 8‑K and is incorporated herein by reference.

Item 9.01
Financial Statements and Exhibits.

(d)
Exhibit

 
Exhibit No.
 
Description
   
Letter dated September 14, 2021 from Brooklyn ImmunoTherapeutics, Inc. to shareholders with respect to appointment of Computershare Trust Company, N.A. as stock transfer agent and registrar
 
104
 
Cover Page Interactive Data File (embedded within the XBRL document)


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: September 13, 2021
By:
/s/ Howard J. Federoff
   
Howard J. Federoff
   
Chief Executive Officer and President



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