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): October 8,
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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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 October 8, 2022, Brooklyn ImmunoTherapeutics, Inc., a Delaware
corporation (the “Company”), entered into an
option agreement (the “Option Agreement”) with Exacis
Biotherapeutics, Inc., a Delaware corporation (“Exacis”), pursuant to which
Exacis granted the Company the option to negotiate and enter into
an exclusive worldwide license to certain of the technology
licensed by Exacis for the treatment of cancer in humans (the
“Option”). The
Option Agreement provides that the Company will pay Exacis a fee of
$250,000 for the Option, which would be creditable against the fees
or purchase price payable under any such license if entered into by
the Company in accordance with Option Agreement. The Option
Agreement provides for certain payments upon the execution of a
definitive license agreement, which would become payable only upon
execution, and in accordance with the terms, of the applicable
license agreement, if any.
The foregoing description of the Option Agreement is only a summary
and is qualified in its entirety by reference to the full text of
the Option Agreement, 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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Option
Agreement, dated October 8, 2022, by and between Exacis
Biotherapeutics, 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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* Pursuant
to Item 601(a)(5) of Regulation S-K, schedules and similar
attachments to this exhibit have been omitted because they do not
contain information material to an investment or voting decision
and such information is not otherwise disclosed in such exhibit.
The Company will supplementally provide a copy of any omitted
schedule or similar attachment to the U.S. Securities and Exchange
Commission or its staff upon request.
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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