Current Report Filing (8-k)

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): October 13, 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, par value $0.005 per share		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 3.01.

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

(d)

On October 13, 2021, we determined, acting pursuant to authorization from the board of directors, to voluntarily withdraw the principal listing of our common stock, par value $0.005 per share, from the NYSE American and transfer the listing to The Nasdaq Global Market. Our common stock has been approved for listing on The Nasdaq Global Market.

We expect that listing and trading of our common stock on the NYSE American will end at market close on October 22, 2021 and that trading on The Nasdaq Global Market will begin at market open on October 25, 2021. Our common stock will continue to trade under the stock symbol “BTX.”

Item 7.01.

Regulation FD Disclosure.

On October 14, 2021, we issued a press release titled “Brooklyn ImmunoTherapeutics to Move Stock Exchange Listing to Nasdaq.” A copy of the press release is furnished as Exhibit 99.1 to this report.

The information contained in this Item 7.01, including the press release furnished as Exhibit 99.1, is intended to be furnished and 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, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, except as expressly set forth by specific reference in such filing.

Item 9.01

Financial Statements and Exhibits.

(d)

Exhibits.

Exhibit		Description

99.1		Press Release of Brooklyn ImmunoTherapeutics Inc., titled “Brooklyn ImmunoTherapeutics to Move Stock Exchange Listing to Nasdaq,” dated October 14, 2021

104		Cover Page Interactive Data File (embedded within the XBRL document)

2

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.