Delaware (State or other jurisdiction of incorporation or organization) | | | 2836 (Primary Standard Industrial Classification Code Number) | | | 31-1103425 (I.R.S. Employer Identification Number) |
Mark L. Johnson Bella Zaslavsky K&L Gates LLP Telephone: |
Large accelerated filer | | | ☐ | | | Accelerated filer | | | ☐ |
Non-accelerated filer | | | ☒ | | | Smaller reporting company | | | ☒ |
| | | | Emerging growth company | | | ☐ |
Title of Each Class of Securities to be Registered | | | Amount to be Registered(1) | | | Proposed Maximum Offering Price Per Share(2) | | | Proposed Maximum Aggregate Offering Price(2) | | | Amount of Registration Fee | | | Amount to be Registered(1) | | | Proposed Maximum Offering Price Per Share(2) | | | Proposed Maximum Aggregate Offering Price(2) | | | Amount of Registration Fee |
Common stock, par value $0.005 per share | | | 1,379,668 | | | $15.11 | | | $20,846,783.48 | | | $2,274.38 | | | 2,869,881 | | | $14.185 | | | $40,709,261.99 | | | $4,441.39 |
(1) | Represents |
(2) | Estimated solely for purposes of calculating the registration fee pursuant to Rule 457(c) under the Securities Act of 1933, based on the average of the high and low prices per share of common stock as reported on the NYSE American on |
• | the 50,000 Commitment Shares |
• | up to |
Assumed Average Purchase Price Per Share(1) | | Maximum Number of Shares to be Sold(1)(2) | | Percentage of Outstanding Shares(3) | | Purchase Price(4) | | Maximum Number of Shares to be Sold(1)(2) | | Percentage of Outstanding Shares(3) | | Purchase Price(4) | ||||||
$1.00 | | 1,323,627 | | 3.1% | | $1,283,918 | | 2,819,881 | | 6.2% | | $2,735,285 | ||||||
4.00 | | 1,323,627 | | 3.1 | | 5,135,673 | | 2,819,881 | | 6.2 | | 10,941,138 | ||||||
7.00 | | 1,323,627 | | 3.1 | | 8,987,427 | | 2,819,881 | | 6.2 | | 19,146,992 | ||||||
10.00 | | 1,323,627 | | 3.1 | | 12,839,182 | | 2,819,881 | | 6.2 | | 27,352,846 | ||||||
13.00 | | 1,538,461 | | 3.6 | | 19,399,993 | | 2,819,881 | | 6.2 | | 35,558,699 | ||||||
13.68(5) | | 2,819,881 | | 6.2 | | 37,418,693 | ||||||||||||
16.00 | | 1,250,000 | | 2.9 | | 19,400,000 | | 2,500,000 | | 5.5 | | 38,800,000 | ||||||
19.00 | | 1,052,631 | | 2.5 | | 19,399,989 | | 2,105,263 | | 4.7 | | 38,799,997 | ||||||
22.00 | | 909,090 | | 2.1 | | 19,399,981 | | 1,818,181 | | 4.1 | | 38,799,983 | ||||||
25.00 | | 800,000 | | 1.9 | | 19,400,000 | | 1,600,000 | | 3.6 | | 38,800,000 | ||||||
28.00 | | 714,285 | | 1.7 | | 19,399,981 | | 1,428,571 | | 3.2 | | 38,799,988 | ||||||
31.00 | | 645,161 | | 1.5 | | 19,399,991 | ||||||||||||
34.00 | | 588,235 | | 1.4 | | 19,399,990 | ||||||||||||
34.22(5) | | 584,453 | | 1.4 | | 19,399,982 | ||||||||||||
37.00 | | 540,540 | | 1.3 | | 19,399,981 | ||||||||||||
40.00 | | 500,000 | | 1.2 | | 19,400,000 | ||||||||||||
43.00 | | 465,116 | | 1.1 | | 19,399,988 | ||||||||||||
46.00 | | 434,782 | | 1.0 | | 19,399,973 |
(1) | The number of shares of common stock offered by this prospectus may or may not cover all the shares we ultimately sell to the selling stockholder under the Purchase Agreement, depending on the purchase price per share. We have included in this column only those shares that we are offering by this prospectus (excluding the Commitment Shares), without regard for the Beneficial Ownership Cap. The price of the common stock on the NYSE American has fluctuated materially since we began operating as Brooklyn ImmunoTherapeutics, Inc. on March 25, 2021, and assumed average purchase prices therefore are solely for illustration and are not intended to be estimates or predictions of future stock performance. |
(2) | Numbers shown do not include Commitment Shares. |
(3) | Percentages are calculated by dividing (a) a numerator consisting of the number of shares set forth in the preceding column and (b) a denominator equal to the sum of |
(4) | Purchase prices represent (a) the aggregate purchase prices deemed to be received from the sale of all of the indicated maximum numbers of shares to be sold multiplied by the applicable assumed average purchase price per share, reduced by (b) a fee we are obligated to pay to Maxim Group LLC, our financial adviser, equal to 3.0% of the aggregate purchase price we receive from the selling stockholder under the Purchase Agreement. |
(5) | The closing sale price of common stock on the NYSE American on |
| | Shares Beneficially Owned Before Offering | | | Maximum Number of Additional Shares to be Purchased Under Purchase Agreement(1) | | | Shares Beneficially Owned After Offering | | | Shares Beneficially Owned Before Offering | | | Maximum Number of Additional Shares to be Purchased Under Purchase Agreement(1) | | | Shares Beneficially Owned After Offering | |||||||||||||
Name | | Number | | Percentage | | Number | | Percentage | | Number | | Percentage | | Number | | Percentage | ||||||||||||||
Selling Stockholder | | | | | | | | | | | ||||||||||||||||||||
Lincoln Park Capital Fund, LLC(2) | | 56,041(3) | | * | | 1,323,627 | | — | | —% | | 50,000(3) | | * | | 2,819,881 | | — | | —% | ||||||||||
Directors and Executive Officers | | | | | | | | | | | ||||||||||||||||||||
Charles Cherington(4) | | 6,313,297 | | 15.2% | | — | | 6,313,297 | | 14.7 | | 6,313,297 | | 14.8% | | — | | 6,313,297 | | 13.9 | ||||||||||
George P. Denny III(5) | | 4,907,992 | | 11.8 | | — | | 4,907,992 | | 11.4 | ||||||||||||||||||||
Yiannis Monovoukas(6) | | 1,681,359 | | 4.0 | | — | | 1,681,359 | | 3.9 | ||||||||||||||||||||
Howard J. Federoff | | — | | — | | — | | — | | — | ||||||||||||||||||||
Luba Greenwood | | 50,032 | | * | | — | | 50,032 | | * | ||||||||||||||||||||
Ronald Guido | | 102,112 | | * | | — | | 102,112 | | * | | 102,112 | | * | | — | | 102,112 | | * | ||||||||||
Lynn Sadowski Mason(8) | | 94,333 | | * | | — | | 94,333 | | * | ||||||||||||||||||||
Luba Greenwood(9) | | 50,032 | | * | | — | | 50,032 | | * | ||||||||||||||||||||
Howard J. Federoff | | — | | * | | — | | — | | * | ||||||||||||||||||||
Dennis H. Langer | | — | | — | | — | | — | | — | ||||||||||||||||||||
Lynn Sadowski Mason | | 94,333 | | * | | — | | 94,333 | | * | ||||||||||||||||||||
Erich Mohr | | — | | — | | — | | — | | — | ||||||||||||||||||||
All executive officers and directors as a group (7 persons) | | 13,149,125 | | 31.7 | | — | | 13,149,125 | | 30.7 | | 6,559,774 | | 15.4 | | — | | 6,559,774 | | 14.4 | ||||||||||
Additional 5% Stockholder | | | | | | |||||||||||||||||||||||||
John Halpern(10) 346 Seabreeze Avenue Palm Beach, Florida 33480 | | 4,776,214 | | 11.5 | | — | | 4,776,214 | | 11.1 | ||||||||||||||||||||
Additional 5% Stockholders | | | | | | |||||||||||||||||||||||||
Custard & Pitts Management Co LLC(5) 4600 Greenville Avenue, 3rd Floor Dallas, Texas 75206 | | 2,285,871 | | 5.4 | | — | | 2,285,871 | | 5.0 | ||||||||||||||||||||
George P. Denny III(6) P.O. Box 130130 Boston, Massachusetts 02113 | | 4,907,992 | | 11.5 | | — | | 4,907,992 | | 10.8 | ||||||||||||||||||||
John Halpern(7) 346 Seabreeze Avenue Palm Beach, Florida 33480 | | 4,780,307 | | 11.2 | | — | | 4,780,307 | | 10.5 | ||||||||||||||||||||
Nicholas J. Singer(8) 1395 Brickell Avenue Suite 800 Miami, Florida 33131 | | 3,791,983 | | 8.9 | | — | | 3,791,983 | | 8.3 |
* | Less than 1% |
(1) | Depending on the price per share at which we sell common stock to the selling stockholder pursuant to the Purchase Agreement, we may need to sell to the selling stockholder under the Purchase Agreement more shares of common stock than are offered under this prospectus in order to receive aggregate gross funds equal to the |
(2) | Jonathan Cope and Josh Scheinfeld, the Managing Members of Lincoln Park Capital, LLC, are deemed to be beneficial owners of all of the shares of common stock owned by Lincoln Park Capital Fund, LLC. Messrs. Cope and Scheinfeld have shared voting and investment power over the shares being offered under this prospectus. Lincoln Park Capital, LLC is not a licensed broker dealer or an affiliate of a licensed broker dealer. The address of Lincoln Park Capital Fund, LLC is 440 North Wells, Suite 410, Chicago, Illinois 60654. |
(3) | Shares consist of the |
(4) | Shares include Series A convertible preferred stock convertible into a total of 19,196 shares of common stock. |
(5) | Based on a Schedule 13D filed with the SEC on May 18, 2021 by Custard & Pitts Investment Co. LP, a Texas limited partnership, William A. Custard and W. Allen Custard III. Shares |
(6) | Based on a |
(8) | Based on a Schedule 13D filed with the SEC on April 30, 2021 by Mr. Singer. Shares consist of 1,900,452 shares held by Purchase Capital LLC and 1,891,531 shares held by Pacific Premier Trust as Custodian for the benefit of |
• | our Annual Report on Form 10-K for the year ended December 31, 2020, filed with the SEC on March 11, 2021; |
• | our Quarterly Report on Form 10-Q for the quarter ended March 31, 2021, filed with the SEC on May 17, 2021; |
• | our Current Reports on Form 8-K filed with the SEC on January |
• | the description of common stock contained in Exhibit 4.2 to our Annual Report on Form 10-K for the year ended December 31, 2019 filed with the SEC on March 19, 2020, including any amendments or reports filed for the purpose of updating such description. |
Item 13. | Other Expenses of Issuance and Distribution. |
| | Amount | |
SEC registration fee | | | $ |
Accounting fees and expenses | | | 100,000 |
Legal fees and expenses | | | |
Miscellaneous fees and expenses | | | |
Total expenses | | | $ |
Item 14. | Indemnification of Directors and Officers. |
Item 15. | Recent Sales of Unregistered Securities. |
Item 16. | Exhibits and Financial Statement Schedules. |
(a) | Exhibits. |
(b) | Financial Statement Schedules. |
Item 17. | Undertakings. |
(a) | The undersigned Registrant hereby undertakes: |
(1) | To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement: |
(i) | To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933, as amended (the “Securities Act”); |
(ii) | To reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration Statement. Notwithstanding the foregoing, any increase or decrease in the volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective Registration Statement; and |
(iii) | To include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement; |
(2) | That, for the purposes of determining any liability under the Securities Act, each post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at the time shall be deemed to be the initial bona fide offering thereof. |
(3) | To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. |
(4) | That, for the purpose of determining liability under the Securities Act to any purchaser, |
(i) | each prospectus filed by the Registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and |
(ii) | each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii) or (x) for the purpose of providing the information required by Section 10(a) of the Securities Act shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof; provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date. |
(b) | The Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in this Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. |
(c) | Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the indemnification provisions described herein, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. |
Exhibit No. | | | Description |
| | Agreement and Plan of Merger and Reorganization, dated August 12, 2020, among Brooklyn ImmunoTherapeutics, Inc. (formerly NTN Buzztime, Inc.), BIT Merger Sub, Inc. and Brooklyn ImmunoTherapeutics LLC (incorporated herein by reference to Exhibit 2.1 to the Registration Statement on Form S-4/A filed on January 20, 2021) | |
| | Form of Support Agreement among Brooklyn ImmunoTherapeutics, Inc. (formerly NTN Buzztime, Inc.), Brooklyn ImmunoTherapeutics LLC and the officers and directors of NTN Buzztime, Inc. (incorporated herein by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on August 14, 2020) | |
| | Form of Support Agreement among Brooklyn ImmunoTherapeutics, Inc. (formerly NTN Buzztime, Inc.), Brooklyn ImmunoTherapeutics LLC and certain beneficial holders of Class A membership interests of Brooklyn ImmunoTherapeutics LLC (incorporated herein by reference to Exhibit 10.2 to the Current Report on Form 8-K filed on August 14, 2020) | |
| | Restated Certificate of Incorporation of Brooklyn ImmunoTherapeutics, Inc. (formerly NTN Buzztime, Inc.) (incorporated herein by reference to Exhibit 3.1 to the Quarterly Report on Form 10-Q filed on August 14, 2013) | |
| | Certificate of Amendment to the Restated Certificate of Incorporation of Brooklyn ImmunoTherapeutics, Inc. (formerly NTN Buzztime, Inc.), dated June 16, 2016 (incorporated herein by reference to Exhibit 3.1 to the Current Report on Form 8-K filed on June 17, 2016) | |
| | Certificate of Decrease of the Series A convertible preferred stock of Brooklyn ImmunoTherapeutics, Inc. (formerly NTN Buzztime, Inc.), dated April 10, 2017 (incorporated herein by reference to Exhibit 3.1 to the Current Report on Form 8-K filed on April 12, 2017) | |
| | Certificate of Amendment of Restated Certificate of Incorporation of Brooklyn ImmunoTherapeutics, Inc. (formerly NTN Buzztime, Inc.), dated June 8, 2017 (incorporated herein by reference to Exhibit 3.1 to the Current Report on Form 8-K filed on June 9, 2017) | |
| | Certificate of Amendment of Restated Certificate of Incorporation of Brooklyn ImmunoTherapeutics, Inc. (formerly NTN Buzztime, Inc.), dated March 25, 2021 (incorporated herein by reference to Exhibit 3.1 to the Current Report on Form 8-K filed on March 31, 2021) | |
| | Certificate of Amendment of Restated Certificate of Incorporation of Brooklyn ImmunoTherapeutics, Inc. (formerly NTN Buzztime, Inc.), dated March 25, 2021 (incorporated herein by reference to Exhibit 3.2 to the Current Report on Form 8-K filed on March 31, 2021) | |
| | Certificate of Amendment of Restated Certificate of Incorporation of Brooklyn ImmunoTherapeutics, Inc. (formerly NTN Buzztime, Inc.), dated March 25, 2021 (incorporated herein by reference to Exhibit 3.3 to the Current Report on Form 8-K filed on March 31, 2021) | |
| | Amended and Restated Bylaws of Brooklyn ImmunoTherapeutics, Inc. (incorporated herein by reference to Exhibit 3.4 to the Current Report on Form 8-K filed on March 31, 2021) | |
| | Specimen stock certificate evidencing shares of common stock of Brooklyn ImmunoTherapeutics, Inc. (incorporated herein by reference to Exhibit 4.1 to the Registration Statement on Form S-1 filed on April 30, 2021) | |
| | Description of registrant’s securities (incorporated herein by reference to Exhibit 4.2 to the Registration Statement on Form S-1 filed on April 30, 2021) | |
| | Opinion of K&L Gates LLP | |
| | Asset Purchase Agreement dated January 13, 2020, between Brooklyn ImmunoTherapeutics, | |
| | Asset Purchase Agreement dated September 18, 2020 by and between Brooklyn ImmunoTherapeutics, Inc. (formerly NTN Buzztime, Inc.) and eGames.com Holdings LLC (incorporated herein by reference to Exhibit 2.4(a) to the Registration Statement on Form S-4/A filed on November 25, 2020) | |
| | Omnibus Amendment and Agreement entered into as of November 19, 2020 by and among eGames.com Holdings LLC, Brooklyn ImmunoTherapeutics, Inc. (formerly NTN Buzztime, Inc.), and Fertilemind Management, LLC (incorporated herein by reference to Exhibit 2.4(b) to the Registration Statement on Form S-4/A filed on November 25, 2020) |
Exhibit No. | | | Description |
| | Second Omnibus Amendment and Agreement entered into as of January 12, 2021 by and among eGames.com Holdings LLC, Brooklyn ImmunoTherapeutics, Inc. (formerly NTN Buzztime, Inc.), and Fertilemind Management, LLC (incorporated herein by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on January 15, 2021) |
| | Brooklyn ImmunoTherapeutics, Inc. 2020 Stock Incentive Plan (incorporated herein by reference to Exhibit 10.2 to the Current Report on Form 8-K filed on March 31, 2021) | |
| | Letter agreement, dated October 30, 2018, between Brooklyn ImmunoTherapeutics LLC and Ronald Guido (incorporated herein by reference to Exhibit 10.16(a) to the Registration Statement on Form S-4/A filed on November 25, 2020) | |
| | Assignment and Assumption of Employment Agreement, dated March 30, 2021, among Brooklyn ImmunoTherapeutics LLC, Brooklyn ImmunoTherapeutics, Inc. and Ronald Guido (incorporated herein by reference to Exhibit 10.3 to the Current Report on Form 8-K filed on March 31, 2021) | |
| | Unit Restriction Agreement, dated as of November 5, 2018, between Brooklyn ImmunoTherapeutics LLC and Ronald Guido (incorporated herein by reference to Exhibit 10.16(b) to the Registration Statement on Form S-4/A filed on November 25, 2020) | |
| | Letter agreement, dated October 30, 2018, between Brooklyn ImmunoTherapeutics LLC and Lynn Sadowski Mason (incorporated herein by reference to Exhibit 10.17(a) to the Registration Statement on Form S-4/A filed on November 25, 2020) | |
| | Amendment to letter agreement, dated March 12, 2020, between Brooklyn ImmunoTherapeutics LLC and Lynn Sadowski Mason (incorporated herein by reference to Exhibit 10.17(b) to the Registration Statement on Form S-4/A filed on November 25, 2020) | |
| | Assignment and Assumption of Employment Agreement, dated March 30, 2021, among Brooklyn ImmunoTherapeutics LLC, Brooklyn ImmunoTherapeutics, Inc. and Lynn Sadowski Mason (incorporated herein by reference to Exhibit 10.4 to the Current Report on Form 8-K filed on March 31, 2021) | |
| | Unit Restriction Agreement, dated as of November 1, 2018, between Brooklyn ImmunoTherapeutics LLC and Lynn Sadowski-Mason (incorporated herein by reference to Exhibit 10.17(c) to the Registration Statement on Form S-4/A filed on November 25, 2020) | |
| | Executive Employment Agreement, dated as of April 1, 2021 and effective as of April 16, 2021, between Brooklyn ImmunoTherapeutics, Inc. and Howard J. Federoff (incorporated herein by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on April 7, 2021) | |
| | Form of Indemnification Agreement (incorporated herein by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on April 16, 2021) | |
| | Schedule identifying agreements substantially identical to the form of Indemnification Agreement filed as Exhibit 10.9 (incorporated herein by reference to Exhibit 10.1(a) to the Current Report on Form 8-K filed on May 11, 2021) | |
| | License Agreement, dated as of June 28, 2000, between Brooklyn ImmunoTherapeutics LLC (formerly Immuno-Rx, Inc.), and the University of South Florida Research Foundation, Inc. (incorporated herein by reference to Exhibit 10.19(a) to the Registration Statement on Form S-4/A filed on November 25, 2020) | |
| | Amendment No. 1 to License Agreement, dated June 30, 2009, between Brooklyn ImmunoTherapeutics LLC (formerly Immuno-Rx, Inc.) and the University of South Florida Research Foundation, Inc. (incorporated herein by reference to Exhibit 10.19(b) to the Registration Statement on Form S-4/A filed on November 25, 2020) | |
| | Amendment No. 2 to License Agreement, dated June 5, 2012, between Brooklyn ImmunoTherapeutics LLC (IRX Therapeutics, Inc.) and the University of South Florida Research Foundation (incorporated herein by reference to Exhibit 10.19(c) to the Registration Statement on Form S-4/A filed on November 25, 2020) | |
| | Lease Agreement, dated September 28, 2015, between Biobat, Inc. and Brooklyn ImmunoTherapeutics LLC (formerly IRX Therapeutics, Inc.) (incorporated herein by reference to Exhibit 10.23(a) to the Registration Statement on Form S-4/A filed on November 25, 2020) |
Exhibit No. | | | Description |
| | First Amendment to Lease Agreement, dated September 28, 2015, between Biobat, Inc. and Brooklyn ImmunoTherapeutics LLC (formerly IRX Therapeutics, Inc.) (incorporated herein by reference to Exhibit 10.23(b) to the Registration Statement on Form S-4/A filed on November 25, 2020) | |
| | Assignment and Assumption of Lease, effective January 14, 2019 between Brooklyn ImmunoTherapeutics LLC (formerly IRX Therapeutics, Inc.) and Brooklyn ImmunoTherapeutics LLC, and consented to by Biobat, Inc., as landlord (incorporated herein by reference to Exhibit 10.23(c) to the Registration Statement on Form S-4/A filed on November 25, 2020) |
| | Description | |
| | Second Amendment to Lease Agreement, dated July 24, 2019, between Biobat, Inc. and Brooklyn ImmunoTherapeutics LLC (incorporated herein by reference to Exhibit 10.23(d) to the Registration Statement on Form S-4/A filed on November 25, 2020) | |
| | Termination and License Agreement, effective as of June 22, 2018, between Celgene and Brooklyn ImmunoTherapeutics LLC (formerly IRX Therapeutics, Inc.) (incorporated herein by reference to Exhibit 10.20 to the Registration Statement on Form S-4/A filed on November 25, 2020) | |
| | Sublease Agreement, dated April 18, 2019, between Brooklyn ImmunoTherapeutics LLC and Nezu Asia Capital Management, LLC (incorporated herein by reference to Exhibit 10.24(a) to the Registration Statement on Form S-4/A filed on November 25, 2020) | |
| | Consent to Sublease and Agreement, dated as of May 13, 2019, among 654 Madison Avenue Associates LP, Brooklyn ImmunoTherapeutics LLC, and Nezu Asia Capital Management, LLC (incorporated herein by reference to Exhibit 10.24(b) to the Registration Statement on Form S-4/A filed on November 25, 2020) | |
| | Commencement Date Confirmation Agreement, made as of June 27, 2019, among Brooklyn ImmunoTherapeutics LLC and Nezu Asia Capital Management, LLC (incorporated herein by reference to Exhibit 10.24(c) to the Registration Statement on Form S-4/A filed on November 25, 2020) | |
| | Paycheck Protection Program Note, dated April 18, 2020, issued by Brooklyn ImmunoTherapeutics, Inc. (formerly NTN Buzztime, Inc.) in favor of Level One Bank (incorporated herein by reference to Exhibit 10.13(a) to the Registration Statement on Form S-4/A filed on November 25, 2020) | |
| | Acknowledgment and Agreement Regarding Loan Forgiveness, dated April 18, 2020, executed by Brooklyn ImmunoTherapeutics, Inc. (formerly NTN Buzztime, Inc.) in favor of Level One Bank (incorporated herein by reference to Exhibit 10.13(b) to the Registration Statement on Form S-4/A filed on November 25, 2020) | |
| | Amended and Restated Royalty Agreement and Distribution Agreement, dated as of March 22, 2021 (incorporated herein by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on March 31, 2021) | |
| | Purchase Agreement, dated as of April 26, 2021, between Brooklyn ImmunoTherapeutics, Inc. and Lincoln Park Capital Fund, LLC (incorporated herein by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on April 30, 2021) | |
| | Registration Rights Agreement, dated as of April 26, 2021, between Brooklyn ImmunoTherapeutics, Inc. and Lincoln Park Capital Fund, LLC (incorporated herein by reference to Exhibit 10.2 to the Current Report on Form 8-K filed on April 30, 2021) | |
| | Exclusive License Agreement, dated April 26, 2021, among Novellus Therapeutics Limited, Factor Bioscience Limited and Brooklyn ImmunoTherapeutics LLC (incorporated herein by reference to Exhibit 10.3 to the Current Report on Form 8-K filed on April 30, 2021) | |
| | Brooklyn ImmunoTherapeutics, Inc. 2021 Inducement Stock Incentive Plan (incorporated herein by reference to Exhibit 10.3 to the Current Report on Form 8-K filed on May 26, 2021) | |
| | Purchase Agreement, dated as of May 26, 2021, between Brooklyn ImmunoTherapeutics, Inc. and Lincoln Park Capital Fund, LLC (incorporated herein by reference to Exhibit 10.1 to the Current Report on 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 (incorporated herein by reference to Exhibit 10.2 to the Current Report on Form 8-K filed on May 26, 2021) |
Exhibit No. | | | Description |
| | Subsidiaries of Brooklyn ImmunoTherapeutics, Inc. (incorporated herein by reference to Exhibit 21.1 to Registration Statement on Form S-1 filed on April 30, 2021) | |
| | Consent of Baker Tilly US, LLP | |
| | Consent of Marcum LLP | |
| | Consent of K&L Gates LLP (included in Exhibit 5.1) | |
| | Power of Attorney (included on signature page of this registration statement) |
+ | Certain schedules and exhibits have been omitted pursuant to Item 601(a)(5) or Item 601(b)(2) of Regulation S-K. |
* | Certain information redacted and replaced with “[***]”. |
† | 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. |
| | BROOKLYN IMMUNOTHERAPEUTICS, INC. | ||||
| | | | |||
| | By: | | | /s/ Howard J. Federoff | |
| | | | Howard J. Federoff | ||
| | | | Chief Executive Officer and President |
Signature | | | Title | | | Date |
| | | | |||
/s/ Howard J. Federoff | | | Chief Executive Officer, President and Director (principal executive, financial and accounting officer) | | | |
Howard J. Federoff | | | ||||
| | | | |||
/s/ Charles Cherington | | | Director | | | |
Charles Cherington | | | | | ||
| | | | |||
| | Director | | | ||
Luba Greenwood | | | | | ||
| | | | |||
/s/ | | | Director | | | |
| | | | |||
| | | | |||
| | Director | | | ||
Erich Mohr | | | | |