Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or

Standard; Transfer of Listing.

On May 24, 2022, Brooklyn ImmunoTherapeutics, Inc., a Delaware corporation (the "Company"), received a notice (the "Notice") from the Nasdaq Stock Market LLC ("Nasdaq"), stating that because the Company had not yet filed its Quarterly Report on Form 10-Q for the three months ended March 31, 2022 (the "Quarterly Report"), the Company was no longer in compliance with Nasdaq Listing Rule 5250(c)(1), which requires listed companies to timely file all required periodic financial reports with the Securities and Exchange Commission.

The Notice has no immediate effect on the listing of the Company's common stock on Nasdaq. However, if the Company fails to timely regain compliance with the Nasdaq Listing Rule, the Company's common stock will be subject to delisting from Nasdaq.

Under Nasdaq rules, the Company has 60 calendar days, or until July 25, 2022, to either file the Quarterly Report or to submit to Nasdaq a plan to regain compliance with the Nasdaq Listing Rule (the "Compliance Plan"). If the Company does not file the Quarterly Report but submits a Compliance Plan, and Nasdaq accepts the Compliance Plan, then Nasdaq may grant Brooklyn up to 180 days from the prescribed due date, or until November 18, 2022, for filing the Quarterly Report to regain compliance. If Nasdaq does not accept the Compliance Plan, then the Company will have the opportunity to appeal that decision to a Nasdaq Hearings Panel.

The Company intends to file either the Quarterly Report or the Compliance Plan within the 60-day period described above.

Item 7.01 Regulation FD Disclosure.

On May 27, 2022, the Company issued a press release disclosing its receive of the Notice reference above. A copy of the press release is attached as Exhibit 99.1 to the Current Report on Form 8-K and is incorporated by reference in this Item 7.01.

The information contained in this Item 7.01, including in Exhibit 99.1 attached hereto, is "furnished" and not "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section. Such information shall not be incorporated by reference in another filing under the Exchange Act or the Securities Act of 1933, as amended, except to the extent such other filing specifically incorporates such information by reference.

Item 9.01 Financial Statements and Exhibits.





Exhibit                                    Description
 Number
  99.1     Press release of Brooklyn ImmunoTherapeutics, Inc. dated May 27, 2022.
  104      Cover Page Interactive Data File (embedded within the Inline XBRL document)

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