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): September 9,
2022
Brooklyn ImmunoTherapeutics, Inc.
(Exact Name of Registrant as Specified in its Charter)
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Delaware
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001-11460
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31-1103425
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(State or
Other Jurisdiction of Incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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10355 Science
Center Drive, Suite 150
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San Diego,
California
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92121
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(Address of
Principal Executive Offices)
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(Zip
Code)
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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:
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Written communications pursuant to Rule 425 under the
Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b)
under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c)
under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each
class
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Trading
symbol
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Name of each
exchange on which registered
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Common Stock, par value $0.005 per
share
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BTX
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The Nasdaq Stock Market
LLC
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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.
☐
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Item 1.01 |
Entry into a
Material Definitive Agreement.
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On September 9, 2022, Brooklyn ImmunoTherapeutics, Inc., a Delaware
corporation (the “Company”), entered into a
Master Services Agreement with Factor Bioscience Inc., a Delaware
corporation (“Factor”), pursuant to which
Factor has agreed to provide services to the Company as agreed
between the Company and Factor and set forth in one or more work
orders under such agreement (including the first work order
thereunder, the “MSA”). Under the MSA,
Factor has agreed to provide the Company with mRNA cell engineering
research support services, including access to certain facilities,
equipment, materials and training, and the Company has agreed to
pay Factor an initial fee of $5,000,000, payable in twelve equal
monthly installments of $416,667. Following the initial
12-month period, the Company has agreed to pay Factor a monthly fee
of $416,667 until such time as the first work order under the MSA
is terminated.
The Company may terminate the first work under the MSA on or after
the second anniversary of the date of the MSA, subject to providing
Factor with 120 days’ prior notice. Factor may terminate such
work order only on and after the fourth anniversary of the date of
the MSA, subject to providing the Company with 120 days’ prior
notice. The MSA contains customary confidentiality provisions
and representations and warranties of the parties, and the MSA may
be terminated by ether party upon 30 days’ prior notice, subject to
any superseding termination provisions contained in a particular
work order.
In connection with entering into the MSA, Factor’s subsidiary,
Factor Bioscience Limited (“Factor Limited”), agreed to
waive payment of $3,500,000 otherwise payable to it in October 2022
by the Company’s subsidiaries under the Company’s previously
disclosed Exclusive License Agreement, dated April 26, 2021, by and
among Factor Limited and the Company’s wholly owned subsidiaries,
Novellus Therapeutics Limited and Brooklyn ImmunoTherapeutics
LLC.
The foregoing description of the MSA is only a summary and is
qualified in its entirety by reference to the full text of the MSA,
which is filed as Exhibit 10.1 to this Current Report on Form 8-K
and incorporated by reference in this Item 1.01.
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Item 9.01 |
Financial Statements and
Exhibits.
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Master
Services Agreement, dated September 9, 2022, by and between Factor
Bioscience Inc. and Brooklyn ImmunoTherapeutics, Inc.
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104
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Cover Page Interactive Data File
(embedded within the Inline XBRL document)
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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.
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Brooklyn
ImmunoTherapeutics, Inc.
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Dated: September 15, 2022
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By:
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/s/ Andrew Jackson
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Chief Financial Officer
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