UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-K/A
(Amendment No. 1)

☒	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OFTHE SECURITIES EXCHANGE ACT OF 1934

Commission File Number 1-11460

Brooklyn ImmunoTherapeutics, Inc.

(Exact name of registrant as specified in its charter)

 

(212) 582-1199

(Registrant’s telephone number, including Area Code)

Securities registered pursuant to Section 12(b) of the Act:

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes  ☐ No  ☒

 

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act.  Yes  ☐  No  ☒

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to filing requirements for the past 90 days.    Yes  ☒    No  ☐

 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).    Yes  ☒    No  ☐

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer  ☐	Accelerated filer  ☐
Non-accelerated filer  ☒	Smaller reporting company  ☒
	Emerging growth company  ☐

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

 

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).    Yes  ☐    No  ☒

 

The aggregate market value of the common stock held by non-affiliates of the registrant as of the last business day of the registrant’s most recently completed second fiscal quarter (June 30, 2021), computed by reference to the closing sale price of the common stock on the Nasdaq Stock Market LLC (“Nasdaq”) on such date, was approximately $694 million. For purposes of this determination shares beneficially owned by executive officers, directors and ten percent stockholders have been excluded, which does not represent an admission by the registrant as to the affiliate status of such person.

 

As of April 12, 2022, the registrant had 57,451,937 shares of common stock outstanding.

 

Documents Incorporated by Reference.

 

 

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•

overstatement of IPR&D by $870,000 as of both December 31, 2020 and 2021;

•

overstatement of security deposits and other assets by $34,000 as of December 31, 2021;

•

overstatement of total assets by $870,000 and $904,000 as of December 31, 2020 and 2021, respectively;

•

overstatement of the contingent consideration liability by $20,110,000 and $19,930,000 as of December 31, 2020 and 2021, respectively;

•

understatement of other liabilities by $25,000 as of December 31, 2021;

•

overstatement of accumulated deficit by $19,240,000 and $19,001,000 as of December 31, 2020 and 2021, respectively;

•

understatement of total stockholders’ and members’ equity by $19,240,000 and $19,001,000 as of December 31, 2020 and 2021, respectively;

•

overstatement of expense related to the change in fair value of the contingent consideration by $19,240,000 for the year ended December 31, 2020 and overstatement of the credit to the change in fair value of the contingent consideration by $180,000 for the year ended December 31, 2021;

•

understatement of provision for income taxes of $59,000 for the year ended December 31, 2021;

•

overstatement of net loss of $19,240,000 and $239,000 for the years ended December 31, 2020 and 2021, respectively;

•

overstatement of basic and diluted net loss per common share by $1.09 for the year ended December 31, 2020 and understatement of basic and diluted net loss per common share by $0.01 for the year ended December 31, 2021.

Item		Page
	Part I
1A.	Risk Factors	1
	Part II
7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	32
8.	Financial Statements and Supplementary Data	41
9A.	Controls and Procedures	41
	Part IV
15.	Exhibits and Financial Statement Schedules	43
	Signatures	45
	Index to Financial Statements and Schedule	F-1

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potential product candidates may, upon further study, be shown to have harmful side effects or other characteristics that indicate that they are unlikely to be products that will receive marketing approval and achieve market acceptance;

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potential product candidates may not be effective in treating their targeted diseases; or

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the acquisition or in-licensing transactions can entail numerous operational and functional risks, including exposure to unknown liabilities, disruption of our business, or incurrence of substantial debt or dilutive issuances of equity securities to pay transaction consideration or costs, higher than expected acquisition or integration costs.

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multiple conflicting and changing laws and regulations such as tax laws, export and import restrictions, employment laws, anti-bribery and anti-corruption laws, regulatory requirements and other governmental approvals, permits and licenses;

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difficulties in managing foreign operations;

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complexities associated with managing multiple payor-reimbursement regimes or self-pay systems;

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financial risks, such as longer payment cycles, difficulty enforcing contracts and collecting accounts receivable and exposure to foreign currency exchange rate fluctuations;

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reduced protection for intellectual property rights;

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natural disasters, political and economic instability, including wars, terrorism and political unrest, outbreak of disease, boycotts, curtailment of trade and other business restrictions; and

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failure to comply with the United States Foreign Corrupt Practices Act, or FCPA, including its books and records provisions and its anti-bribery provisions, the United Kingdom Bribery Act 2010, or U.K. Bribery Act, and similar anti-bribery and anti-corruption laws in other jurisdictions, for example by failing to maintain accurate information and control over sales or distributors’ activities.

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the timing, progress, costs and results of our INSPIRE trial for the treatment of squamous cell cancer of the head and neck;

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the costs of any other clinical trials we may initiate, including the costs to conduct the study and to produce the supply of product that may be required for our own studies or for investigator-sponsored studies;

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the outcome, timing and cost of meeting regulatory requirements established by the FDA and other comparable foreign regulatory authorities;

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the cost of filing, prosecuting, defending and enforcing its patent claims and other intellectual property rights;

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the cost of defending potential intellectual property disputes, including patent infringement actions brought by third parties against it or any of its current or future product candidates;

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the effect of competing market developments;

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the cost and timing of completion of commercial-scale manufacturing activities;

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the cost of establishing sales, marketing and distribution capabilities for our products in regions where we choose to commercialize our products on our own; and

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the initiation, progress, timing and results of the commercialization of our product candidates, if approved for commercial sale.

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successfully complete pre-clinical studies and clinical trials deemed adequate by regulatory authorities and obtain and maintain regulatory approval for the marketing of our product candidates;

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receive regulatory approvals from the FDA, the EMA and other similar regulatory authorities;

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establish and maintain collaborations with third parties for the development and/or commercialization of our product candidates, or otherwise build and maintain strong development, sales, distribution and marketing capabilities that are sufficient to develop products and launch commercial sales of any approved products, including establishing sales, marketing and distribution systems for our product candidates;

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obtain coverage and adequate reimbursement from payors such as government health care systems, pharmacy benefit managers, and insurance companies and achieve commercially attractive levels of pricing;

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secure acceptance of our product candidates from physicians, health care payors, patients and the medical community;

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produce, through a validated process, in manufacturing facilities inspected and approved by regulatory authorities, including the FDA, sufficiently large quantities of our product candidates to permit successful commercialization;

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manage our spending as expenses increase due to government mandated post-approval clinical trials and commercialization;

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obtain and enforce sufficient intellectual property rights for any approved products and product candidates, maintain, expand and protect our intellectual property portfolio;

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add operational, financial, and management information systems; personnel, including personnel to support its clinical, manufacturing and planned future commercialization efforts and operations as a public company;

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conduct internal or contract manufacturing meeting specifications and in compliance with applicable cGMPs; and

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initiate and continue relationships with third-party suppliers and manufacturers or continue to further develop our own manufacturing capabilities and have commercial quantities of our product candidates manufactured at acceptable cost and quality levels and in compliance with the FDA and other regulatory requirements.

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preclinical studies and clinical trials are long, expensive and unpredictable processes that can be subject to extensive delays;

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we cannot guarantee that any clinical trials will be conducted as planned or completed on schedule, if at all;

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it may take several years and require significant expenditures to complete the preclinical studies and clinical trials necessary to commercialize a product candidate, and delays or failure are inherently unpredictable and can occur at any stage.

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we may also be required to conduct additional clinical trials or other testing of our product candidates beyond the trials and testing that we contemplate, which may lead to us incurring additional unplanned costs or result in delays in clinical development;

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we may be required to redesign or otherwise modify our plans with respect to an ongoing or planned clinical trial and changing the design of a clinical trial can be expensive and time consuming; and

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an unfavorable outcome in one or more trials would be a major setback for our product candidates and for us. It may require us to delay, reduce the scope of or eliminate one or more product development programs, which could have a material adverse effect on our business, financial position, results of operations and future growth prospects.

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We may not be able to demonstrate that any product candidate is safe or effective as a treatment for any of our currently or future targeted indications to the satisfaction of the FDA or other relevant regulatory authorities.

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The relevant regulatory authorities may require additional pre-approval studies or clinical trials which would increase our costs and prolong development timelines or could grant conditional approval with a requirement to perform additional studies at a significant cost.

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The results of our clinical trials may not meet the level of statistical or clinical significance required by the FDA or other relevant regulatory authorities for marketing approval.

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The FDA or other relevant regulatory authorities may disagree with the number, design, size, conduct or implementation of our clinical trials, including the design of its future pivotal Phase 3 clinical trials.

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Contract Research Organizations (“CROs”) that we may retain to conduct clinical trials may take actions outside of our control, or otherwise commit errors or violations of protocols, that adversely impact our clinical trials and ability to obtain market approvals.

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The FDA or other relevant regulatory authorities may not find the data from nonclinical studies or clinical trials sufficient to demonstrate that the clinical and other benefits of these products outweigh their safety risks.

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If our MA or other foreign application is reviewed by an advisory committee, the FDA or other relevant regulatory authority, may have difficulties scheduling an advisory committee meeting in a timely manner or the advisory committee may recommend against approval of such application or may recommend that the FDA or other relevant regulatory authority require, as a condition of approval, additional nonclinical studies or clinical trials, limitations on approved labeling or distribution and use restrictions.

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The FDA or other relevant regulatory authorities may require development of a REMS, or its equivalent, as a condition of approval.

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The FDA or other relevant regulatory authorities may require additional post-marketing studies and/or a patient registry, which would be costly.

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The FDA or other relevant regulatory authorities may find the chemistry, manufacturing and controls data insufficient to support the quality of IRX - 2 or any other product candidate we may acquire or in-license.

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The FDA or other relevant regulatory authorities may identify deficiencies in the manufacturing processes or facilities of our third-party manufacturer or our own manufacturing processes or facilities.

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The FDA or other relevant regulatory authorities may change their approval policies or adopt new regulations.

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a product candidate is ineffective or inferior to existing approved products for the same indications;

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patients may die or suffer adverse effects for reasons that may or may not be related to the product candidate being tested;

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a product candidate causes or is associated with unacceptable toxicity or has unacceptable side effects;

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the results may not confirm the positive results of earlier trials;

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we are unable to manufacture sufficient quantities of stable and qualified materials under cGMP for use in clinical studies;

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we fail to recruit a sufficient number of patients or we have slower than expected rates of patient recruitment;

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modification of clinical study protocols is necessary;

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there may be changes in regulatory requirements for clinical studies;

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there is a lack of effectiveness during clinical studies;

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there is an emergence of unforeseen safety issues;

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there may be delays, suspension, or termination of the clinical studies due to the IRB responsible for overseeing the study at a particular study site;

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there could be government or regulatory delays or “clinical holds” requiring suspension or termination of the studies; and

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our collaborators may be unable or unwilling to perform under their contracts.

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size of the patient population and process for identifying subjects;

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design of the trial protocol;

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eligibility and exclusion criteria;

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safety profile, to date, of the product candidate under study;

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perceived risks and benefits of the product candidate under study;

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perceived risks and benefits of our approach to treatment of diseases;

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availability of competing therapies and clinical trials;

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severity of the disease under investigation;

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degree of progression of the subject’s disease at the time of enrollment;

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proximity and availability of clinical trial sites for prospective subjects;

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ability to obtain and maintain subject consent;

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risks that enrolled patients will drop out before completion of the trial;

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patient referral services of physicians; and

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ability to monitor subjects adequately during and after treatment.

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decreased demand for our product candidates;

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injury to our reputation;

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withdrawal of clinical trial participants;

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costs to defend the related litigation;

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a diversion of management’s time and its resources;

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substantial monetary awards to trial participants or patients;

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product recalls, withdrawals or labeling, marketing or promotional restrictions;

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a decline in the value of the common stock.

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regulatory authorities may withdraw their approval of the product or seize the product;

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we, or any collaborators, may need to recall the product, or be required to change the way the product is administered or conduct additional clinical trials;

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additional restrictions may be imposed on the marketing of, or the manufacturing processes for, the  product;

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we may be subject to fines, injunctions or the imposition of civil or criminal penalties;

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regulatory authorities may require the addition of labeling statements, such as a boxed warning or a contraindication;

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we, or any collaborators, may be required to create a medication guide outlining the risks of the previously unidentified side effects for distribution to patients;

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we, or any collaborators, could be sued and held liable for harm caused to patients;

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the product may become less competitive; and

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our reputation may suffer.

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the demand for our product candidates, if we obtain regulatory approval;

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our ability to set a price that we believe is fair for our products;

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our ability to generate revenue and achieve or maintain profitability;

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the level of taxes that we are required to pay; and

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the availability of capital.

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the inability to recruit, train and retain adequate numbers of effective sales and marketing personnel;

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the inability of sales personnel to obtain access to physicians or persuade adequate numbers of physicians to prescribe any future product that we may develop;

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the lack of complementary treatments to be offered by sales personnel, which may put us at a competitive disadvantage relative to companies with more extensive product lines; and

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unforeseen costs and expenses associated with creating an independent sales and marketing organization.

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the potential efficacy and potential advantages over alternative treatments;

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the frequency and severity of any side effects, including any limitations or warnings contained in a product’s approved labeling;

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the frequency and severity of any side effects resulting from follow-up requirements for the administration of our product candidates;

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the relative convenience and ease of administration;

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the willingness of the target patient population to try new therapies and of physicians to prescribe these therapies;

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formulary acceptance;

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publicity concerning our products or competing products and treatments; and

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sufficient third-party insurance coverage and adequate reimbursement.

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collaborators have significant discretion in determining the efforts and resources that they will apply to these collaborations;

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collaborators may not pursue development and commercialization of our product candidates or may elect not to continue or renew development or commercialization programs based on preclinical or clinical study results, changes in the collaborators’ strategic focus or available funding, or external factors such as an acquisition that diverts resources or creates competing priorities;

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collaborators may delay clinical studies, provide insufficient funding for a clinical study program, stop a clinical study or abandon a product candidate, repeat or conduct new clinical studies or require a new formulation of a product candidate for clinical testing;

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collaborators could independently develop, or develop with third parties, products that compete directly or indirectly with our product candidates if the collaborators believe that competitive products are more likely to be successfully developed or can be commercialized under terms that are more economically attractive than ours;

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collaborators with marketing and distribution rights to one or more products may not commit sufficient resources to the marketing and distribution of such product or products;

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collaborators may not properly maintain or defend our intellectual property rights or may use our proprietary information in such a way as to invite litigation that could jeopardize or invalidate its intellectual property or proprietary information or expose it to potential litigation;

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collaborators may infringe the intellectual property rights of third parties, which may expose us to litigation and potential liability;

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disputes may arise between the collaborators and us that result in the delay or termination of the research, development or commercialization of our product candidates or that result in costly litigation or arbitration that diverts management attention and resources; and

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collaborations may be terminated and, if terminated, may result in a need for additional capital to pursue further development or commercialization of the applicable product candidates.

ITEM 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

•

prior to the Merger, a reverse stock split of its common stock, par value $0.005 per share, at a ratio of one-for-two; and

•

following the Merger, a change in its corporate name from “NTN Buzztime, Inc.” to “Brooklyn ImmunoTherapeutics, Inc.”

		Years Ended December 31,								Change				% Change
		2021				2020
		(As restated)				(As restated)
Operating expenses:
Research and development		$	12,705,000			$	3,951,000			$	8,754,000				222	%
Acquired in-process research and development			80,538,000				-				80,538,000				N/A
General and administrative			14,724,000				3,297,000				11,427,000				347	%
Transaction costs			5,765,000				-				5,765,000				N/A
Total operating expenses			113,732,000				7,248,000				106,484,000				1,469	%
Loss from operations			(113,732,000	)			(7,248,000	)			(106,484,000	)			1,469	%
Other expenses:
Loss on sale of NTN assets			(9,648,000	)			-				(9,648,000	)			N/A
Other income (expense), net			899,000				(43,000	)			942,000				-2,191	%
Total other expense			(8,749,000	)			(43,000	)			(8,706,000	)			20,247	%
Loss before income taxes			(122,481,000	)			(7,291,000	)			(115,190,000	)			1,580	%
Provision for income taxes			(64,000	)			-				(64,000	)			N/A
Net loss			(122,545,000	)			(7,291,000	)			(115,254,000	)			1,581	%
Series A preferred stock dividend			(16,000	)			-				(16,000	)			N/A
Net loss attributable to common stockholders		$	(122,561,000	)		$	(7,291,000	)		$	(115,270,000	)			1,581	%

		Years Ended December 31,
		2021				2020				Change				% Change
License fees		$	6,500,000			$	-			$	6,500,000				N/A
Stock-based compensation			1,597,000				-				1,597,000				N/A
Clinical trials			1,292,000				412,000				880,000				214	%
Payroll-related			2,342,000				1,985,000				357,000				18	%
Other expenses, net			974,000				1,554,000				(580,000	)			-37	%
Total research and development expenses		$	12,705,000			$	3,951,000			$	8,754,000				222	%

		Years Ended December 31,
		2021				2020				Change				% Change
Professional fees		$	7,351,000			$	2,352,000			$	4,999,000				213	%
Stock-based compensation			3,638,000				91,000				3,547,000				3898	%
Payroll-related			1,299,000				(98,000	)			1,397,000				-1426	%
Insurance			1,134,000				122,000				1,012,000				830	%
Other expenses, net			1,302,000				830,000				472,000				57	%
Total general and administrative expenses		$	14,724,000			$	3,297,000			$	11,427,000				347	%

		Years Ended December 31,
		2021				2020				Change				% Change
Employer retention tax credit		$	664,000							$	664,000				N/A
Income from Brooklyn PPP loan forgiveness			310,000				-				310,000				N/A
Other expenses, net			(1,000	)			-				(1,000	)			N/A
Interest expense, net			(74,000	)			(43,000	)			(31,000	)			72	%
Total other income (expense), net		$	899,000			$	(43,000	)		$	942,000				-2191	%

•

the scope, rate of progress and cost of our clinical trials and other product development activities;

•

future clinical trial results;

•

the terms and timing of any collaborative, licensing and other agreements that we may establish;

•

the cost and timing of regulatory approvals;

•

the cost and delays in product development as a result of any changes in regulatory oversight applicable to our products;

•

the cost and timing of establishing sales, marketing and distribution capabilities;

•

the effect of competition and market developments; and

•

the cost of filing and potentially prosecuting, defending and enforcing any patent claims and other intellectual property rights.

•

Level 1 Inputs – Valued based on quoted prices in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date.

•

Level 2 Inputs – Valued based on inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. These might include quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability (such as interest rates, volatilities, prepayment speeds, credit risks, etc.) or inputs that are derived principally from or corroborated by market data by correlation or other means.

•

Level 3 Inputs – Valued based on inputs for which there is little or no market value, which require the reporting entity to develop its own assumptions.

ITEM 8.

Financial Statements and Supplementary Data

ITEM 9A.

Controls and Procedures

ITEM 15.

Exhibits, Financial Statement Schedules

Exhibit		Description		Incorporated By Reference
2.1(b)		Agreement and Plan of Merger and Reorganization, dated August 12, 2020, among NTN Buzztime, Inc., BIT Merger Sub, Inc. and Brooklyn ImmunoTherapeutics LLC		Annex A to the proxy statement/prospectus/consent solicitation statement forming a part of the S-4 Registration Statement filed on January 20, 2021
2.2(b)		Agreement and Plan of Acquisition, dated as of July 16, 2021, by and among Brooklyn ImmunoTherapeutics, Inc., Brooklyn Acquisition Sub, Inc., Novellus LLC, Novellus, Inc., and the Sellers’ Representative.		Exhibit to Form 8-K filed on July 19, 2021
3.1		Restated Certificate of Incorporation		Exhibit to Form 10-Q filed on August 14, 2013
3.2		Certificate of Amendment to the Restated Certificate of Incorporation (reverse/forward split)		Exhibit to Form 8-K filed on June 17, 2016
3.3		Certificate of Decrease of the Series A Convertible Preferred Stock		Exhibit to Form 8-K filed on April 12, 2017
3.4		Certificate of Amendment to the Restated Certificate of Incorporation (decrease in authorized capital stock)		Exhibit to Form 8-K filed on June 9, 2017
3.5		Certificate of Amendment to Restated Certificate of Amendment, dated March 25, 2021 (Reverse Stock Split)		Exhibit to Form 8-K filed on March 31, 2021
3.6		Certificate of Amendment to Restated Certificate of Amendment, dated March 25, 2021 (Authorized Share Increase)		Exhibit to Form 8-K filed on March 31, 2021
3.7		Certificate of Amendment to Restated Certificate of Amendment, dated March 25, 2021 (Name Change)		Exhibit to Form 8-K filed on March 31, 2021
3.8		Certificate of Validation of Brooklyn ImmunoTherapeutics, Inc., as filed with the Secretary of State of the State of Delaware on September 3, 2021		Exhibit to Form 8-K filed on September 13, 2021
3.9		Amended and Restated Bylaws of Brooklyn ImmunoTherapeutics, Inc.		Exhibit to Form 8-K filed on September 23, 2021
4.1		Description of Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934		Exhibit 4.1 to Form 10-K filed on April 15, 2022
10.1		Registration Rights Agreement, dated as of April 26, 2021, between Brooklyn ImmunoTherapeutics, Inc. and Lincoln Park Capital Fund, LLC		Exhibit to Form 8-K filed on April 30, 2021
10.2		Registration Rights Agreement, dated as of May 26, 2021, between Brooklyn ImmunoTherapeutics, Inc. and Lincoln Park Capital Fund, LLC		Exhibit to Form 8-K filed on May 26, 2021
10.3		Registration Rights Agreement, dated as of July 16, 2021, by and among Brooklyn ImmunoTherapeutics, Inc. and the individuals and entities named therein.		Exhibit to Form 8-K filed on July 19, 2021
10.4		Amended and Restated Royalty Agreement and Distribution Agreement, dated March 22, 2021.		Exhibit to Form 8-K filed on March 31, 2021
10.5(a)		Assignment and Assumption of Employment Agreement dated March 30, 2021 among Brooklyn ImmunoTherapeutics, LLC, Brooklyn ImmunoTherapeutics, Inc. and Ronald Guido.		Exhibit to Form 8-K filed on March 31, 2021

10.6(a)		Assignment and Assumption of Employment Agreement dated March 30, 2021 among Brooklyn ImmunoTherapeutics, LLC, Brooklyn ImmunoTherapeutics, Inc. and Lynn Sadowski Mason.		Exhibit to Form 8-K filed on March 31, 2021
10.7(a)		Executive Employment Agreement, dated as of April 1, 2021 and effective as of April 16, 2021, between Brooklyn ImmunoTherapeutics, Inc. and Howard J. Federoff.		Exhibit to Form 8-K filed on April 7, 2021
10.8(a)		Executive Employment Agreement, dated as of June 5, 2021 and effective as of June 28, 2021, between Brooklyn ImmunoTherapeutics, Inc. and Kevin D’Amour.		Exhibit to Form 8-K filed on June 10, 2021
10.9(a)		Executive Employment Agreement, dated as of June 16, 2021 and effective as of June 21, 2021, between Brooklyn ImmunoTherapeutics, Inc. and Sandra Gurrola.		Exhibit to Form 8-K filed on June 21, 2021
10.10(a)		Executive Employment Agreement, dated as of July 6, 2021 and effective as of July 15, 2021, between Brooklyn ImmunoTherapeutics, Inc. and Jay Sial.		Exhibit to Form 8-K filed on July 19, 2021
10.11(a)		Executive Employment Agreement, effective as of September 20, 2021, between Brooklyn ImmunoTherapeutics, Inc. and Roger Sidhu.		Exhibit to Form 8-K filed on September 23, 2021
10.12		Form of Indemnification Agreement		Exhibit to Form 8-K filed on April 16, 2021
10.13		Purchase Agreement, dated as of April 26, 2021, between Brooklyn ImmunoTherapeutics, Inc. and Lincoln Park Capital Fund, LLC		Exhibit to Form 8-K filed on April 30, 2021
10.14		Purchase Agreement, dated as of May 26, 2021, between Brooklyn ImmunoTherapeutics, Inc. and Lincoln Park Capital Fund, LLC		Exhibit to Form 8-K filed on May 26, 2021
10.15		Exclusive License Agreement, dated as of April 26, 2021, between Factor Bioscience Limited, Novellus Therapeutics Limited and Brooklyn ImmunoTherapeutics LLC		Exhibit to Form 8-K filed on April 30, 2021
10.16(a)		Brooklyn ImmunoTherapeutics, Inc. 2021 Inducement Stock Incentive Plan		Exhibit to Form 8-K filed on May 26, 2021
10.17(a)		Brooklyn ImmunoTherapeutics, Inc. Restated 2020 Stock Incentive Plan		Exhibit to Form 8-K filed on September 13, 2021
10.18(c)		Lease Agreement, made as of September 28, 2015, between Biobat, Inc. and IRX Therapeutics, LLC		Exhibit to Form S-4/A filed on November 25, 2020
10.19		First Amendment to Lease Agreement, dated September 28, 2015		Exhibit to Form S-4/A filed on November 25, 2020
10.20(c)		Assignment and Assumption of Lease, made by and between IRX Therapeutics, LLC and Brooklyn, and consented to by Biobat, Inc., as landlord		Exhibit to Form S-4/A filed on November 25, 2020
10.21		Second Amendment to Lease Agreement, dated July 24, 2019		Exhibit to Form S-4/A filed on November 25, 2020
10.22(c)		Sublease Agreement, dated April 18, 2019, between Brooklyn and Nezu Asia Capital Management, LLC		Exhibit to Form S-4/A filed on November 25, 2020
10.23		Consent to Sublease and Agreement, dated as of May 18, 2019, among 654 Madison Avenue Associates LP, Brooklyn, and Nezu Asia Capital Management, LLC		Exhibit to Form S-4/A filed on November 25, 2020
10.24		Commencement Date Confirmation Agreement, made as of June 27, 2019, among Brooklyn and Nezu Asia Capital Management, LLC		Exhibit to Form S-4/A filed on November 25, 2020
10.25		Lease Agreement dated June 15, 2021 between Brooklyn ImmunoTherapeutics, Inc. and Fairlane Columbia, LLC		Exhibit 10.25 to Form 10-K filed on April 15, 2022
21.1		Subsidiaries of the Company.		Exhibit 21.1 to Form 10-K filed on April 15, 2022
23.1		Consent of the Independent Registered Accounting Firm.		Filed herewith

31.1		Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002		Filed herewith
31.2		Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002		Filed herewith
32.1		Certification of Principal Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002		Filed herewith
32.2		Certification of Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002		Filed herewith
101.INS		Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document).		Filed herewith
101.SCH		Inline XBRL Taxonomy Extension Schema Document		Filed herewith
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document		Filed herewith
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document		Filed herewith
101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document		Filed herewith
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document		Filed herewith
104		Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)

	BROOKLYN IMMUNOTHERAPEUTICS, INC.
Date: June 30, 2022	By:	/s/ ANDREW JACKSON
		Andrew Jackson
		Chief Financial Officer (Principal Financial Officer)

BROOKLYN IMMUNOTHERAPEUTICS, INC. AND SUBSIDIARIES

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

BROOKLYN IMMUNOTHERAPEUTICS, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(In thousands, except par value amount)

The accompanying notes are an integral part of these consolidated financial statements.

BROOKLYN IMMUNOTHERAPEUTICS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except per share amounts)

BROOKLYN IMMUNOTHERAPEUTICS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ AND MEMBERS’ EQUITY

For the years ended December 31, 2021 and 2020

(In thousands)