Filed pursuant to Rule 424(b)(3)
Registration No. 333-264585
PROSPECTUS
Brooklyn ImmunoTherapeutics, Inc.
13,714,284 Shares of Common Stock
This prospectus relates to the offering and resale from time to time by the selling stockholder identified in this prospectus (the “Selling Stockholder”) of up to 13,714,284 shares of our common stock, $0.005 par value per share (“common stock”), which includes 8,214,284 shares of common stock issuable upon exercise of warrants held by the Selling Stockholder. All securities offered hereunder were acquired by the Selling Stockholder on March 9, 2022 in a private placement pursuant to a purchase agreement between us and the Selling Stockholder, dated March 6, 2022.
We are registering the securities offered hereby pursuant to the Selling Stockholder’s registration rights contained in that certain Registration Rights Agreement, dated March 6, 2022, by and between us and the Selling Stockholder.
The Selling Stockholder may offer, sell or distribute all or a portion of the shares of common stock registered hereby publicly or through private transactions at prevailing market prices or at negotiated pries. We provide more information about how the Selling Stockholder may sell its shares of our common stock in the section entitled “Plan of Distribution.”
We will pay certain fees and expenses in connection with the registration of the common stock offered hereby, and we will not receive any proceeds from the Selling Stockholder’s sale of the shares of common stock offered hereby.
Our common stock is listed on the NASDAQ Global Market under the symbol “BTX.” On April 28, 2022, the closing price of our common stock was $1.12.
INVESTING IN OUR SECURITIES INVOLVES RISKS THAT ARE DESCRIBED IN THE “RISK FACTORS” SECTION BEGINNING ON PAGE 3 OF THIS PROSPECTUS.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the securities to be issued under this prospectus or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
The date of this prospectus is May 11, 2022.