Item 4.01. Changes in Registrant's Certifying Accountant.

(a) Dismissal of Former Independent Registered Public Accounting Firm

On January 18, 2022, Brooklyn ImmunoTherapeutics, Inc., a Delaware corporation (the "Company) notified Marcum LLP ("Marcum") that it will be dismissed as the Company's independent registered public accounting firm effective after the completion of Marcum's audit of the Company's financial statements for the year ended December 31, 2021. The Audit Committee of the Company's Board of Directors (the "Board") approved Marcum's dismissal on January 18, 2022.

Marcum performed audits of the Company's consolidated financial statements for the years ended December 31, 2020 and 2019. Marcum's reports for such years did not contain an adverse opinion or a disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope, or accounting principles. During the two years ended December 31, 2020, and from December 31, 2019 through January 24, 2022, there were no (i) disagreements (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions to Item 304 of Regulation S-K promulgated by the SEC pursuant to the Securities Exchange Act of 1934, as amended) between the Company and Marcum on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to satisfaction of Marcum, would have caused Marcum to make reference to the subject matter of such disagreements in connection with its report, or (ii) "reportable events," as described in Item 304(a)(1)(v) of Regulation S-K, that would require disclosure under Item 304(a)(1)(v) of Regulation S-K, except for the material weaknesses previously reported in the Company's Quarterly Report on Form 10-Q for the period ended September 30, 2021 related to (a) segregation of duties and (b) documentation of policies and procedures critical to the accomplishment of financial reporting objectives. The Company furnished Marcum with a copy of the disclosure contained in this Item 4.01 prior to filing this Current Report on Form 8-K with the SEC and requested that Marcum furnish it with a letter addressed to the SEC stating whether or not it agreed with the statements made by the Company in this Item 4.01 insofar as they relate to Marcum's audit services and engagement as the Company's independent registered public accounting firm. Marcum has furnished a letter addressed to the SEC dated January 24, 2022, a copy of which is attached hereto as Exhibit 16.1.

(b) Appointment of New Independent Registered Public Accounting Firm

On January 18, 2022, the Company notified Grant Thornton LLP ("Grant Thornton") that the Audit Committee of the Board had selected Grant Thornton to serve as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2022 and related interim periods.

During the two years ended December 31, 2021 and from December 31, 2019 through January 24, 2022, neither the Company nor anyone acting on its behalf has consulted Grant Thornton regarding either: (i) the application of accounting principles to a specified transaction, either completed or proposed; or the type of audit opinion that might be rendered on the Company's financial statements, and no written report or oral advice was provided to the Company by Grant Thornton that Grant Thornton concluded was an important factor considered by the Company in reaching a decision as to an accounting, auditing or financial reporting issue; or (ii) any matter that was either subject of a disagreement, as that term is defined in Item 304 (a)(1)(iv) of Regulation S-K and the related instructions to Item 304 of Regulation S-K, or a "reportable event," as that term is described in Item 304(a)(1)(v) of Regulation S-K.

Item 9.01 Financial Statements and Exhibits.





(d) Exhibits.



Exhibit
 Number                                    Description
  16.1     Marcum, LLP letter dated January 24, 2022.
  104      Cover Page Interactive Data File (embedded within the Inline XBRL document)

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