Brooklyn ImmunoTherapeutics, Inc.
10355 Science Center Drive, Suite 150
San Diego, CA 92121
May 9, 2022
VIA EDGAR
United States Securities and Exchange Commission
United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, NE
Washington, D.C. 20549
Attention: Michael Davis
RE: | Brooklyn ImmunoTherapeutics, Inc. (the “Company”) Registration Statement on Form S-3 (the “Registration Statement”) Filed April 29, 2022 File No. 333-264585 |
Dear Mr. Davis:
The Company hereby requests, pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, acceleration of effectiveness of the Registration Statement so that such Registration Statement will become effective as of 5:00 p.m. on May 11, 2022, or as soon thereafter as practicable.
[Signature page follows]
Very truly yours, | |||
Brooklyn ImmunoTherapeutics, Inc. | |||
By: | /s/ Howard J. Federoff | ||
Name: | Howard J. Federoff | ||
Title: | Chief Executive Officer and President |