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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Brooklyn ImmunoTherapeutics Inc | AMEX:BTX | AMEX | Common Stock |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 9.79 | 0 | 01:00:00 |
Delaware
|
| |
31-1103425
|
(State or other jurisdiction of incorporation or organization)
|
| |
(I.R.S. Employer Identification Number)
|
Large accelerated filer
|
| |
☐
|
| |
Accelerated filer
|
| |
☐
|
Non-accelerated filer
|
| |
☑
|
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Smaller reporting company
|
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☑
|
|
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|
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Emerging growth company
|
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☐
|
Title of Each Class of Securities to be Registered
|
| |
Amount to be Registered(1)
|
| |
Proposed Maximum
Offering Price Per
Share(2)
|
| |
Proposed Maximum
Aggregate Offering
Price(2)
|
| |
Amount of
Registration Fee
|
Common stock, par value $0.005 per share
|
| |
6,281,454
|
| |
$11.69
|
| |
$73,430,197.16
|
| |
$8,011.23
|
(1)
|
The shares will be offered for resale by the selling stockholders. Pursuant to Rule 416 under the Securities Act of 1933, this registration statement also covers any additional number of shares of common stock issuable upon stock splits, stock dividends, dividends or other distribution, recapitalization or similar events with respect to the shares of common stock being registered pursuant to this registration statement.
|
(2)
|
Estimated solely for purposes of calculating the registration fee pursuant to Rule 457(c) under the Securities Act of 1933, based on the average of the high and low prices per share of common stock as reported on the NYSE American on August 12, 2021.
|
•
|
our plans to develop and commercialize IRX-2 and other product candidates, including the potential benefits thereof;
|
•
|
our ongoing and future clinical trials for IRX-2, whether conducted by us or by any future collaborators, including the timing of initiation of these trials and of the anticipated results;
|
•
|
our plans to advance oncology, blood disorder, and monogenic disease therapies through gene-editing cell therapy technology;
|
•
|
our expectations regarding our ability to fund our operating expenses and capital expenditure requirements with our cash, cash equivalents and investments;
|
•
|
our estimates regarding expenses, future revenue, capital requirements and needs for additional financing;
|
•
|
the timing of and our ability to obtain and maintain marketing approvals for our product candidates;
|
•
|
the rate and degree of market acceptance and clinical utility of any products for which we receive marketing approval;
|
•
|
our commercialization, marketing and manufacturing capabilities and strategy;
|
•
|
our intellectual property position and strategy;
|
•
|
our ability to identify additional product candidates with significant commercial potential;
|
•
|
our plans to enter into collaborations for the development and commercialization of product candidates;
|
•
|
potential benefits of any future collaboration;
|
•
|
developments relating to our competitors and our industry;
|
•
|
the impact of government laws and regulations;
|
•
|
the impact the coronavirus pandemic will have on the timing of our clinical development and operations;
|
•
|
our ability to continue as a going concern;
|
•
|
our ability to maintain our listing on the NYSE American.
|
|
| |
Shares Beneficially
Owned
Before Offering
|
| |
Shares to be Sold
Pursuant to
Offering
|
| |
Shares Beneficially Owned
After Offering
|
||||||
Name of Selling Stockholder
|
| |
Number
|
| |
Percentage
|
| |
Number
|
| |
Percentage
|
|||
JPG Investments, LLC(1)
|
| |
250,000
|
| |
*
|
| |
250,000
|
| |
—
|
| |
—%
|
Leonard Mazur
|
| |
1,815,362
|
| |
3.5%
|
| |
1,815,362
|
| |
—
|
| |
—
|
Novellus LLC(2)(3)
|
| |
4,216,092
|
| |
8.2
|
| |
4,216,092
|
| |
—
|
| |
—
|
*
|
Less than 1%
|
(1)
|
Robert E. Grant, Richard E. Grant and Michael J. Grant may be deemed beneficial owners of the shares of common stock owned by JPG Investments, LLC. Messers Grant have shared voting and investment power over the shares being offered under this prospectus. Messers. Grant each disclaim beneficial ownership except to the extent of each of their pecuniary interest therein.
|
(2)
|
Matthew Angel and Christopher Rohde may be deemed to be beneficial owners of all of the shares of common stock owned by Novellus LLC. Messrs. Angel and Rohde have shared voting and investment power over the shares being offered under this prospectus.
|
(3)
|
Shares of common stock owned by Novellus LLC include (a) 2,392,403 shares intended for distribution Factor Bioscience, Inc., (b) 556,803 shares intended for distribution to Matthew Angel and (c) 803,785 shares intended for distribution to Christophe Rohde. Factor Biosciences, Inc. and Messers. Angel and Rohde have entered into lock-up agreements with respect to 3,377,690 shares of common stock covered by this prospectus. Each lock-up agreement extends for a period of three years, provided that up to 75% of the shares of common stock subject to the lock-up agreement may be released from the lock-up restrictions earlier if the price of common stock on the NYSE American stock exchange exceeds specified thresholds. The lock-up agreements include customary exceptions for transfers during the applicable lock-up period.
|
•
|
ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers;
|
•
|
block trades in which the broker-dealer will attempt to sell common stock as agent, but may position and resell a portion of the block as principal to facilitate the transaction;
|
•
|
purchases by a broker-dealer as principal and resale by the broker-dealer for its account;
|
•
|
an exchange distribution in accordance with the rules of the applicable exchange;
|
•
|
privately negotiated transactions;
|
•
|
in underwriting transactions;
|
•
|
short sales;
|
•
|
through the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise;
|
•
|
broker-dealers may agree with the selling stockholders to sell a specified number of shares of common stock at a stipulated price;
|
•
|
distribution to employees, members, limited partners or stockholders of selling stockholders;
|
•
|
a combination of any such methods of sale;
|
•
|
“at the market” or through market makers or into an existing market for the shares; and
|
•
|
any other method permitted pursuant to applicable law.
|
•
|
our Annual Report on Form 10-K for the year ended December 31, 2020, filed with the SEC on March 11, 2021;
|
•
|
our Quarterly Report on Form 10-Q for the quarter ended March 31, 2021 filed with the SEC on May 17, 2021;
|
•
|
our Current Reports on Form 8-K filed with the SEC on January 15, 2021, February 4, 2021, February 9, 2021, February 25, 2021, February 26, 2021, March 8, 2021, March 16, 2021, March 23, 2021, March 31, 2021 (as amended by Amendment No. 1 on Form 8-K/A filed on April 30, 2021), April 7, 2021, April 15, 2021, April 16, 2021, April 23, 2021, April 30, 2021, May 11, 2021, May 26, 2021, June 10, 2021, June 21, 2021, July 19, 2021 and July 19, 2021; and
|
•
|
the description of common stock contained in Exhibit 4.2 to our Annual Report on Form 10-K for the year ended December 31, 2019 filed with the SEC on March 19, 2020, including any amendments or reports filed for the purpose of updating such description.
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Item 14.
|
Other Expenses of Issuance and Distribution.
|
SEC registration fee
|
| |
$8,011
|
Accounting fees and expenses
|
| |
11,000
|
Legal fees and expenses
|
| |
15,000
|
Miscellaneous fees and expenses
|
| |
10,989
|
Total expenses
|
| |
45,000
|
Item 15.
|
Indemnification of Directors and Officers.
|
Item 16.
|
Exhibits.
|
EXHIBIT
NO.
|
| |
DESCRIPTION
|
| |
Agreement and Plan of Merger and Reorganization, dated August 12, 2020, among Brooklyn ImmunoTherapeutics, Inc. (formerly NTN Buzztime, Inc.), BIT Merger Sub, Inc. and Brooklyn ImmunoTherapeutics LLC (incorporated herein by reference to Exhibit 2.1 to the Registration Statement on Form S-4/A filed on January 20, 2021)
|
|
| |
Form of Support Agreement among Brooklyn ImmunoTherapeutics, Inc. (formerly NTN Buzztime, Inc.), Brooklyn ImmunoTherapeutics LLC and the officers and directors of NTN Buzztime, Inc. (incorporated herein by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on August 14, 2020)
|
|
| |
Form of Support Agreement among Brooklyn ImmunoTherapeutics, Inc. (formerly NTN Buzztime, Inc.), Brooklyn ImmunoTherapeutics LLC and certain beneficial holders of Class A membership interests of Brooklyn ImmunoTherapeutics LLC (incorporated herein by reference to Exhibit 10.2 to the Current Report on Form 8-K filed on August 14, 2020)
|
|
| |
Restated Certificate of Incorporation of Brooklyn ImmunoTherapeutics, Inc. (formerly NTN Buzztime, Inc.) (incorporated herein by reference to Exhibit 3.1 to the Quarterly Report on Form 10-Q filed on August 14, 2013)
|
|
| |
Certificate of Amendment to the Restated Certificate of Incorporation of Brooklyn ImmunoTherapeutics, Inc. (formerly NTN Buzztime, Inc.), dated June 16, 2016 (incorporated herein by reference to Exhibit 3.1 to the Current Report on Form 8-K filed on June 17, 2016)
|
|
| |
Certificate of Decrease of the Series A convertible preferred stock of Brooklyn ImmunoTherapeutics, Inc. (formerly NTN Buzztime, Inc.), dated April 10, 2017 (incorporated herein by reference to Exhibit 3.1 to the Current Report on Form 8-K filed on April 12, 2017)
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|
| |
Certificate of Amendment of Restated Certificate of Incorporation of Brooklyn ImmunoTherapeutics, Inc. (formerly NTN Buzztime, Inc.), dated June 8, 2017 (incorporated herein by reference to Exhibit 3.1 to the Current Report on Form 8-K filed on June 9, 2017)
|
|
| |
Certificate of Amendment of Restated Certificate of Incorporation of Brooklyn ImmunoTherapeutics, Inc. (formerly NTN Buzztime, Inc.), dated March 25, 2021 (incorporated herein by reference to Exhibit 3.1 to the Current Report on Form 8-K filed on March 31, 2021)
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Certificate of Amendment of Restated Certificate of Incorporation of Brooklyn ImmunoTherapeutics, Inc. (formerly NTN Buzztime, Inc.), dated March 25, 2021 (incorporated herein by reference to Exhibit 3.2 to the Current Report on Form 8-K filed on March 31, 2021)
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|
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Certificate of Amendment of Restated Certificate of Incorporation of Brooklyn ImmunoTherapeutics, Inc. (formerly NTN Buzztime, Inc.), dated March 25, 2021 (incorporated herein by reference to Exhibit 3.3 to the Current Report on Form 8-K filed on March 31, 2021)
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|
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Amended and Restated Bylaws of Brooklyn ImmunoTherapeutics, Inc. (incorporated herein by reference to Exhibit 3.4 to the Current Report on Form 8-K filed on March 31, 2021)
|
EXHIBIT
NO.
|
| |
DESCRIPTION
|
| |
Specimen stock certificate evidencing shares of common stock of Brooklyn ImmunoTherapeutics, Inc. (incorporated herein by reference to Exhibit 4.1 to the Registration Statement on Form S-1 filed on April 30, 2021)
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|
| |
Description of registrant’s securities (incorporated herein by reference to Exhibit 4.2 to the Registration Statement on Form S-1 filed on April 30, 2021)
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|
5.1*
|
| |
Opinion of K&L Gates LLP
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| |
Subsidiaries of Brooklyn ImmunoTherapeutics, Inc. (incorporated herein by reference to Exhibit 21.1 to Registration Statement on Form S-1 filed on April 30, 2021)
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Consent of Baker Tilly US, LLP
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Consent of Marcum LLP
|
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23.3*
|
| |
Consent of K&L Gates LLP (included in Exhibit 5.1)
|
| |
Power of Attorney (included on signature page of this registration statement)
|
+
|
Certain schedules and exhibits have been omitted pursuant to Item 601(a)(5) or Item 601(b)(2) of Regulation S-K. We hereby undertake to furnish copies of the omitted schedule or exhibit upon request by the Securities and Exchange Commission
|
*
|
To be filed by amendment.
|
Item 17.
|
Undertakings
|
(a)
|
The undersigned registrant hereby undertakes:
|
(1)
|
To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
|
(i)
|
to include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;
|
(ii)
|
to reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post- effective amendment thereof) that, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in the volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and
|
(iii)
|
to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;
|
(2)
|
That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
|
(3)
|
To remove from registration by means of a post-effective amendment any of the securities being registered that remain unsold at the termination of the offering.
|
(4)
|
That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser:
|
(A)
|
each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and
|
(B)
|
each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by Section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date.
|
(5)
|
That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities, the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:
|
(i)
|
any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;
|
(ii)
|
any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;
|
(iii)
|
the portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and
|
(iv)
|
any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.
|
(6)
|
That, for purposes of determining any liability under the Securities Act, each filing of the registrant’s annual report pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
|
(b)
|
Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
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BROOKLYN IMMUNOTHERAPEUTICS, INC.
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By:
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/s/ Howard J. Federoff
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|
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Howard J. Federoff
Chief Executive Officer and President
|
SIGNATURE
|
| |
TITLE
|
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DATE
|
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| |
|
| |
|
/s/ Howard J. Federoff
|
| |
Chief Executive Officer and President
(principal executive officer)
|
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August 13, 2021
|
Howard J. Federoff
|
| |||||
/s/ Sandra Gurrola
|
| |
Vice President of Finance
(principal financial and accounting officer)
|
| |
August 13, 2021
|
Sandra Gurrola
|
| |||||
/s/ Charles Cherington
|
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Director
|
| |
August 13, 2021
|
Charles Cherington
|
| |||||
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Director
|
| |
|
Luba Greenwood
|
| |||||
/s/ Dennis H. Langer
|
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Director
|
| |
August 13, 2021
|
Dennis H. Langer
|
| |||||
/s/ Erich Mohr
|
| |
Director
|
| |
August 13, 2021
|
Erich Mohr
|
|
1 Year Brooklyn ImmunoTherapeut... Chart |
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