Item 2.05 Costs Associated with Exit or Disposal Activities.

On January 3, 2022, Brooklyn ImmunoTherapeutics, Inc., a Delaware corporation (the "Company," "we," "us" or "our"), completed a reduction in force (the "Reduction"), comprising eight employees (53% of our workforce), effective January 3, 2022, which is the date on which we notified such employees of their termination. We believe the Reduction, which was approved by our Board of Directors, will enable us to better align our workforce with the needs of our business and focus more of our capital resources on our cell therapy and gene editing platform, as we continue to sustain our investment in the prosecution of IRX-2 through the end of the INSPIRE Phase 2B study. In connection with the Reduction, we estimate that we will incur approximately $0.5 million for severance and termination-related costs, which we expect to record during the first quarter of 2022. We may also incur additional costs and non-cash charges that are not currently contemplated or determinable, which may occur as a result of the Reduction.

Forward-Looking Statements

This Item 2.05 contains forward-looking statements that are intended to be covered by the safe harbor for "forward-looking statements" provided by the Private Securities Litigation Reform Act of 1995, as amended. Forward looking statements are statements that are not historical facts. Words such as "expects," "believes," "will," "may," "anticipates," "intends," "plans," "estimates," "seek," "predict," "project," "potential" or the negatives of these terms or variations of them or similar expressions are intended to identify forward-looking statements. These statements include, but are not limited to, statements regarding the anticipated benefits of the Reduction, the anticipated timing and details of the reduction in workforce and expected charges and costs associated with the reduction in workforce that we expect to incur. These statements are based on current expectations, estimates and projections about our business based, in part, on assumptions made by management, and are subject to a number of risks and uncertainties. Factors that could cause actual results to differ materially from current expectations include possible changes in the expected costs and charges associated with the Reduction, and risks associated with our ability to achieve the expected benefits of the Reduction and realignment of our resources. Additionally, these forward-looking statements should be considered in conjunction with the cautionary statements and risk factors described in our Current Report on Form 8-K filed with the Securities and Exchange Commission on May 11, 2021, our Quarterly Report on Form 10-Q for the quarter ended September 30, 2021 and our other filings filed from time to time with the Securities and Exchange Commission. We do not assume any obligation to update any forward-looking statement, except as required by law.

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