BROOKLYN IMMUNOTHERAPEUTICS, INC. : Entry into a Material Definitive Agreement, Unregistered Sale of Equity Securities, Other Events, Financial Statements and Exhibits (form 8-K)

Item 1.01 Entry into a Material Definitive Agreement.

On March 6, 2022, Brooklyn ImmunoTherapeutics, Inc., a Delaware corporation (the "Company"), entered into a Securities Purchase Agreement (the "Purchase Agreement") with an investor (the "Purchaser") providing for the private placement (the "Private Placement") to the Purchaser of 6,857,142 units (collectively, the "Units"), each Unit consisting of (i) one share of the Company's common stock, par value $0.005 per share ("Common Stock") (or, in lieu thereof, one pre-funded warrant to purchase one share of Common Stock (the "Pre-Funded Warrants")) and (ii) one warrant to purchase one share of Common Stock (the "Common Warrants" and, together with the Pre-Funded Warrants, the "Warrants"), for an aggregate purchase price of approximately $12.0 million (or $1.75 per share of Common Stock or $1.75 less $0.005 per Pre-Funded Warrant). The closing of the Private Placement occurred on March 9, 2022 (the "Closing").

Each Pre-Funded Warrant has an exercise price of $0.005 per share of Common Stock, is immediately exercisable and may be exercised at any time and has no expiration date, and is subject to customary adjustments. The Pre-Funded Warrants may not be exercised if the aggregate number of shares of Common Stock beneficially owned by the holder thereof would exceed 9.99% immediately after exercise thereof.

Each Common Warrant has an exercise price of $1.91 per share, becomes exercisable six months following the Closing, and expires five-and-one-half years from the date of issuance, and is subject to customary adjustments. The Common Warrants may not be exercised if the aggregate number of shares of the Company's common stock beneficially owned by the holder thereof would exceed 4.99% immediately after exercise thereof, subject to increase to 9.99% at the option of the holder.

The Company intends to use the net proceeds from the Private Placement for general working capital purposes.

The securities issued to the Purchaser under the Purchase Agreement were offered in reliance on an exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended (the "Securities Act") and Rule 506 of Regulation D promulgated thereunder. The Company relied on this exemption from registration based in part on representations made by the Purchaser, including that the Purchaser is an "accredited investor", as defined in Rule 501(a) promulgated under the Securities Act.

Cantor Fitzgerald & Co. served as the placement agent in connection with the Private Placement, and the Company has agreed to pay customary placement fees of the placement agent.

The sale of the securities pursuant to the Purchase Agreement has not been registered under the Securities Act or any state securities laws. The securities may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. Neither this Current Report on Form 8-K, nor the exhibits attached hereto, is an offer to sell or the solicitation of an offer to buy the securities described herein or therein.

The Company and the Purchaser also entered into a Registration Rights Agreement, dated March 6, 2022, pursuant to which the Company has agreed to prepare and file a registration statement with the Securities and Exchange Commission no later than 15 days following the date on which the Company files its Annual Report on Form 10-K for the fiscal year ended December 31, 2021, to register the resale of the shares of Common Stock included in the Units and the shares of Common Stock issuable upon exercise of the Warrants. The Company agreed to use its best efforts to have such registration statement declared effective as promptly as possible after the filing thereof, subject to certain specified penalties if timely effectiveness is not achieved.

The foregoing description of the Purchase Agreement, the Pre-Funded Warrants, the Common Warrants and the Registration Rights Agreement is only a summary and is qualified in its entirety by reference to the full text of such agreements, which are filed as Exhibits 10.1, 10.2, 10.3 and 10.4, respectively, to this Current Report on Form 8-K and are incorporated by reference herein.

Item 3.02 Unregistered Sales of Equity Securities.

The information contained in Item 1.01 of this Current Report on Form 8-K is hereby incorporated by reference in response to this Item 3.02.

Item 8.01 Other Events.

On March 7, 2022, the Company issued a press release in accordance with Rule 135c promulgated under the Securities Act announcing the Private Placement.

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In accordance with Rule 135c(d), a copy of such press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and incorporated by reference in this Item 8.01.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit                                 Description
 Number
  10.1     Securities Purchase Agreement, dated as of March 6, 2022, between
           Brooklyn ImmunoTherapeutics, Inc. and the purchaser party thereto.

  10.2     Form of Pre-Funded Warrant

  10.3     Form of Common Stock Warrant

  10.4     Registration Rights Agreement, dated as of March 6, 2022, between
           Brooklyn ImmunoTherapeutics, Inc. and the purchaser party thereto.

  99.1     Press Release dated March 7, 2022.

  104      Cover Page Interactive Data File (embedded within the Inline XBRL
           document)

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