Item 1.01 Entry into a Material Definitive Agreement.

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.

Item 9.01 Financial Statements and Exhibits.





(d) Exhibits.



 Exhibit
 Number                                   Description
  10.1*     Option Agreement, dated October 8, 2022, by and between Exacis
            Biotherapeutics, Inc. and Brooklyn ImmunoTherapeutics, Inc.
   104      Cover Page Interactive Data File (embedded within the Inline XBRL
            document)

* 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.

--------------------------------------------------------------------------------

© Edgar Online, source Glimpses