This prospectus summary highlights selected information appearing elsewhere in this prospectus and in documents we file with the Securities and Exchange Commission that are incorporated by reference in this prospectus. Because it is a summary, it may not contain all of the information that may be important to you. To understand this offering fully, you should read this entire prospectus carefully, including the information incorporated by reference herein, the information set forth under the heading “Risk Factors” and our financial statements and the related notes thereto incorporated by reference in this prospectus.
Unless the context otherwise requires, all references in this prospectus to the “Company,” “Brooklyn,” “we,” “our,” “ours,” and “us” refer to Brooklyn ImmunoTherapeutics, Inc.
Brooklyn ImmunoTherapeutics, Inc.
Overview
We are a clinical-stage biopharmaceutical company focused on exploring the role that cytokine-based therapy can have on the immune system in treating patients with cancer, both as a single agent and in combination with other anti-cancer therapies. We are seeking to develop IRX-2, a novel cytokine-based therapy, to treat patients with cancer. We also are exploring opportunities to advance oncology, blood disorder, and monogenic disease therapies using gene-editing and cell therapy technology through a license with Factor Bioscience Limited, or Factor, and through our acquisition of Novellus, Inc. and Novellus, Ltd. in July 2021.
Our Annual Report on Form 10-K for the year ended December 31, 2021 provides additional information about our business, operations and financial condition.
Private Placement of Shares of Common Stock and Warrants
On March 6, 2022, we entered into a Securities Purchase Agreement (the “Purchase Agreement”) with the Selling Stockholder providing for the private placement (the “Private Placement”) to the Selling Stockholder of 6,857,142 units (the “Units”), each Unit consisting of (i) one share of our common stock (or, in lieu thereof, one pre-funded warrant to purchase one share of Common Stock (the “Pre-Funded Warrants”)) and (ii) one warrant to purchase one share of common stock (the “Common Warrants” and, together with the Pre-Funded Warrant, the “Warrants”), for an aggregate purchase price of approximately $12.0 million. The Private Placement closed on March 9, 2022.
Each Pre-Funded Warrant has an exercise price of $0.005 per share of common stock. The Pre-Funded Warrants were immediately exercisable and may be exercised at any time. The Pre-Funded Warrants do not have an expiration date and are subject to customary adjustments. Under the terms of the Pre-Funded Warrants, a holder will not be entitled to exercise any portion of such Pre-Funded Warrant if the aggregate number of shares of common stock beneficially owned by the holder thereof would exceed 9.99% immediately following the exercise thereof.
Each Common Warrant has an exercise price of $1.91 per share of common stock. The Common Warrants are exercisable six months following the closing of the Private Placement, expire five-and-one-half years from the date of issuance and are subject to customary adjustments. Under the terms of the Common Warrants, a holder will not be entitled to exercise any portion of such Common Warrant if the aggregate number of shares of common stock beneficially owned by the holder thereof would exceed 4.99% immediately following the exercise thereof, which percentage may be increased or decreased at the holder’s election upon 61 days’ notice to the Company, provided that such percentage may in no event exceed 9.99%.
In connection with the Private Placement, we entered into a Registration Rights Agreement (the “Registration Rights Agreement”) with the Selling Stockholder, pursuant to which we agreed to register the common stock offered hereby.
This prospectus covers the sale or other disposition by the Selling Stockholder of up to the total number of shares of our common stock that were issued to the Selling Stockholder pursuant to the Purchase Agreement, plus the total number of shares of our common stock issuable upon exercise of the Warrants issued to the Selling Stockholder, without giving effect to the beneficial ownership limitations described above.
Corporate Information
Brooklyn ImmunoTherapeutics, Inc. was incorporated under the laws of Delaware in 1984. We changed our name from our initial name Alroy Industries, Inc. to NTN Communications, Inc. in 1985, and then to NTN Buzztime, Inc. in 2005 and to Brooklyn ImmunoTherapeutics, Inc. on March 25, 2021. Our principal executive office is located at 10355 Science Center Drive, Suite 150, San Diego, CA 92121, and our telephone number is (212) 582-1199. Our website address is www.brooklynitx.com.