Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations.
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Management’s discussion and analysis of financial condition and results of operations is provided as a supplement to, and should be read with, the unaudited condensed consolidated financial statements and notes included in Item 1 of Part I of this report, to help provide an understanding of our financial condition, the changes in our financial condition and our results of operations.
Background
On March 25, 2021, BITwe completed the Merger Sub, Inc., a wholly owned subsidiary of Brooklyn (then known aswith NTN Buzztime, Inc.) merged with and into Brooklyn LLC, with Brooklyn LLC surviving as a wholly owned subsidiary of Brooklyn. This transaction, which we refer to as the Merger, was completed in In accordance with the terms of an agreement and plan of merger and reorganization dated August 12, 2020 among Brooklyn (then known as NTN Buzztime, Inc.), BIT Merger Sub, Inc. and Brooklyn LLC. In accordance with such agreement and plan of merger,Agreement, on March 25, 2021, Brooklyn amended its restated certificate of incorporation in order to effect:
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.”
| • | 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, which we refer to as the Reverse Split; and |
| • | following the Merger, a change in its corporate name from “NTN Buzztime, Inc.” to “Brooklyn ImmunoTherapeutics, Inc.” |
On March 26, 2021, Brooklynwe sold itsthe rights, title and interest in and to the assets relating to the business it operated prior to the Merger, which it had operated under the name “NTN Buzztime, Inc.,” prior to the Merger to eGames.com Holdings LLC, or eGames.com, in exchange for eGames.com’s payment of a purchase price of $2.0 million and assumption of specified liabilities relating to such pre-Merger business. This transaction, which we refer to as the Disposition, was completed in accordance with the terms of an asset purchase agreement dated September 18, 2020, as amended, between Brooklynus and eGames.com.
Following the completion of the Merger and the Disposition, our business consists exclusively of the business conducted by Brooklyn LLC.
The Merger has been accounted for as a reverse acquisition in accordance with United StatesU.S. generally accepted accounting principles, or GAAP. Under this method of accounting, Brooklyn LLC was deemed the “acquiring” company and Brooklyn (then known as NTN Buzztime, Inc.) was treated as the “acquired” company for financial reporting purposes. Operations prior to the Merger are those of Brooklyn LLC, and the historical financial statements of Brooklyn LLC became the historical financial statements of Brooklyn with respect to periods prior to the completion of the Merger. The weighted average shares used in determining loss per common share were retrospectively adjusted to reflect the conversion of the outstanding Class A, Class B, Class C and common units of Brooklyn LLC into shares of Brooklyn’s common stock upon the Merger, and all share and per share amounts of common stock have been retrospectively restated to reflect the Reverse Split.
IRX-2
We areIRX-2 is a clinical-stage biopharmaceutical company focused on exploring the role that cytokine-based therapy can have on the immune system in treating patientsmixed, human-derived cytokine product with cancer, both as a single agent and in combination with other anti-cancer therapies. We are seeking to develop IRX‑2, a novel cytokine-based therapy, to treat patients with cancer. IRX‑2multiple active constituents namelyincluding Interleukin-2, or IL‑2,IL2, and other key cytokines. Together, these cytokines are postulatedbelieved to signal, enhance and restore immune function suppressed by the tumor, thus enabling the immune system to attack cancer cells, unlike many existing cancer therapies, which rely on targeting the cancer directly. We also are exploring opportunities to advance oncology,IRX-2 is prepared from the supernatant of pooled allogeneic peripheral blood disorder,mononuclear cells, known as PBMCs, that have been stimulated using a proprietary process employing a specific population of cells and monogenic disease therapies using gene-editing cell‑therapy technology through a license with Factor Bioscience Limited, or Factor, and through our acquisition of Novellus, Inc. and Novellus Therapeutics Limited, or Novellus, Ltd.
specific mitogen.
Unlike existing recombinant IL2 therapies, IRX-2 is derived from human blood cells. We believe this may promote better tolerance, broader targeting and a natural molecular conformation leading to greater activity, and may permit low physiologic dosing, rather than the high doses needed in other existing IL2 therapies. Enrollment in the ongoing Phase 2b INSPIRE trial, or the INSPIRE trial, has been completed, with top-line data estimated to be available by the third quarter of 2022. Once INSPIRE trial data are released, we plan to use those results in addition to data from the other clinical trials in the program to evaluation our strategy with IRX-2.
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The development of Contents
our product candidates has been, and could continue to be, disrupted and materially adversely affected by past and continuing impacts of the COVID-19 pandemic. This is largely a result of measures imposed by the governments and hospitals in affected regions, businesses and schools were suspended due to quarantines intended to contain this outbreak. The spread of COVID-19 from China to other countries resulted in the Director General of the World Health Organization declaring COVID-19 a pandemic in March 2020. Despite progress in vaccination efforts, the longer-term impact of the COVID-19 pandemic on our development plans and on the ability to conduct our clinical trials remains uncertain and cannot be predicted with confidence. COVID-19 could continue to disrupt production and cause delays in the supply and delivery of products used in our operations, may affect our operations, including the conduct of clinical studies, or the ability of regulatory bodies to grant approvals or supervise our candidates and products, may further divert the attention and efforts of the medical community to coping with the COVID-19 and disrupt the marketplace in which we operate and may have a material adverse effects on our operations. COVID-19 may also affect our employees and employees and operations at suppliers that may result in delays or disruptions in supply. In addition, a recession or market correction resulting from the spread of COVID-19 could materially affect our business and the value of our common stock. Additionally, if the COVID-19 pandemic has a significant impact on our business and financial results for an extended period of time, our liquidity and cash resources could be negatively impacted. The extent to which the COVID-19 pandemic and ongoing global efforts to contain its spread will impact our operations will depend on future developments, which are highly uncertain, and include the duration, severity and scope of the pandemic and the actions taken to contain or treat the COVID-19 pandemic. Further, the specific clinical outcomes, or future pandemic related impacts of emerging COVID-19 variants cannot be reliably predicted.
Engineered Cellular and Genetic Medicines
We also are exploring opportunities to advanceadvancing our gene-editing and cell therapy technology in oncology, blood disorders and monogenic disease therapies using gene-editing and cell therapy technologydisorders through a license with Factor and through our acquisitionthe Acquisition of Novellus, Inc. and Novellus, Ltd. in July 2021. TheWe expect that the first-generation product candidates resulting from the acquisitionAcquisition will initiate withbe derived from unedited (that is, not gene modified), induced pluripotent stem cells (iPSCs)(“iPSC”)-derived allogeneic mesenchymal stem cells or iMSCs.(“iMSC”). We willexpect to begin preclinical development of iMSCs towardsiMSC for clinical indications wherefor which inhibiting inflammation and/or supporting recovery of bone marrow stromal cells areis required. The prior work of Novellus and NoveCite Inc., or NoveCite, with iMSCs showiMSC shows evidence for preclinical efficacy in inflammatory conditions (for example, acute respiratory distress syndrome, or ARDS) and interactions. Interactions with the U.S. Food and Drug Administration, or FDA provided guidance on Chemistry, Manufacturing and Controls or CMC,(“CMC”), and manufacturing plans, which will be undertaken in a similar manner for additional iMSC applications. SecondWe expect that second generation iMSC products will involve gene editing. Here,editing, for which we anticipate using the step-wisestepwise addition of genes usingprovided by the in-licensed Factor Bioscience gene editing machinery, NoveSlice, to efficiently place genes and regulatory sequences into safe harbor locations. Development of processes to advance CMC and manufacturing will follow the experience from first generation iMSCs. ClinicaliMSC products. We expect clinical indications for gene-modified iMSCsiMSC will include solid tumors and other conditions associated with episodic and/or chronic inflammation.
IRX-2
IRX‑2 is a mixed human cytokine product with multiple active constituents including Interleukin-2, or IL‑2, We are also exploring opportunities to advance in vivo gene therapies for monogenic and other key cytokines. Together, these cytokines are believed to signal, enhance and restore immune function suppresseddiseases by combining the tumor, thus enablingNoveSlice gene editing technology in combination with ToRNAdoTM, the immune system to attack cancer cells, unlike existing cancer therapies, which rely on targeting the cancer directly. IRX-2 is prepared from the supernatant of pooled allogeneic peripheral blood mononuclear cells, known as PBMNCs, that have been stimulated using a proprietary process employing a specific population of cells and a specific mitogen.in-licensed LNP technology.
While IRX‑2 is a cytokine mixture, one of its active components is IL‑2, a cytokine-signaling molecule in the immune system. IL‑2 is a protein that regulates the activities of white blood cells (leukocytes and often lymphocytes) that are responsible for immunity. IL‑2 is part of the body’s natural response to microbial infection, and in discriminating between foreign (“non-self”) and “self,” IL‑2 mediates its effects by binding to IL‑2 receptors, which are expressed by lymphocytes. The major sources of IL‑2 are activated CD4+ T cells and activated CD8+ T cells.
Unlike existing recombinant IL‑2 therapies, IRX‑2 is naturally derived from human blood cells. This may promote better tolerance, broader targeting and a natural molecular conformation leading to greater activity, and may permit low physiologic dosing, rather than the high doses needed in other existing IL‑2 therapies.
Aside from optimizing IRX-2 manufacture, we are also modifying our manufacturing process to allow us to develop additional drugs with a variety of cytokine mixtures to expand our product offerings.
Regarding IRX-2 development, our strategy is:
| • | Advance our product candidate IRX-2 through clinical development. IRX-2 is a human blood-based IL 2 therapy being studied for multiple types of cancer, including squamous cell cancer of the head and neck. Treatment of patients in the INSPIRE trial has been completed, and patients who participated in the trial are currently being monitored for event-free survival with top-line data estimated to be available in the first half of 2022.
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| • | Advance combination trials with checkpoint inhibitors. Once INSPIRE trial data are released, we plan to use those results as a catalyst in addition to data from the other clinical trials in the program with multiple data read-outs anticipated in 2022 and later.
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| • | Pursue partnerships to advance the IRX-2 clinical program. We are pursuing partnering opportunities with leading biopharmaceutical companies for the development and commercialization of IRX-2.
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| • | Regulatory strategy. We believe that our assets may be deemed to be unique and to represent potential breakthroughs in the treatment of cancer and other indications. We will endeavor to seek breakthrough therapy designation with regulatory agencies for IRX-2 for one or more indications. We cannot, however, assure that we will receive breakthrough therapy designation for any future indications or that any breakthrough therapy designation we do receive will necessarily lead to a faster approval time.
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| • | Intellectual Property. We continue to pursue additional intellectual property based on data from IRX clinical studies.
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Pre-Clinical Results
Our findings to date from nonclinical studies of IRX‑2 include murine acute toxicology as well as acute and chronic primate studies. These studies detected circulating associated cytokines yet were associated with benign toxicological findings. A further murine study demonstrated PD/PDL‑1 synergy when additively administered with IRX‑2.
Recent Developments
PIPE Transaction
Clinical Program
On March 6, 2022, we entered into a Securities Purchase Agreement with an investor (the “PIPE Investor”) providing for the private placement (the “PIPE Transaction”) to the PIPE Investor of approximately 6,857,000 units (the “Units”), each of which consisted of (i) one share of our common stock (or, in lieu thereof, one pre-funded warrant (the “Pre-Funded Warrants”) to purchase one share of common stock) and (ii) one warrant (the “Common Warrants”) to purchase one share of common stock, for an aggregate purchase price of approximately $12.0 million (the “Subscription Amount”). The PIPE Transaction closed on March 9, 2022. We incurred fees of $1.0 million through March 31, 2022 related to the PIPE Transaction.
IRX‑2 currently remains under developmentEach Pre-Funded Warrant has an exercise price of $0.005 per share of common stock, was 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 yet been approved for marketing authorization in any jurisdiction.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 of the PIPE Transaction, expires five-and-one-half years from the date of issuance, and is subject to customary adjustments. The ongoing development program is investigating useCommon Warrants may not be exercised if the aggregate number of IRX‑2 as an immunotherapeutic neoadjuvant (pre-surgical) and adjuvant (post-operative) treatment for advanced head and neck squamous cell carcinoma, or HNSCC, and other solid tumors.shares of 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 Common Warrants and Pre-Funded Warrants were accounted for as liabilities under ASC 815-40, Derivatives and Hedging, Contracts in Entity’s Own Equity, as these warrants provide for a cashless settlement provision that fails the requirement of the indexation guidance under ASC 815-40. The warrant liabilities are measured at fair value at inception and on a recurring basis, with changes in fair value presented within the statement of operations.
HNSCC
The HNSCC development program is being conducted under FDA Investigational New Drug #11,137 filed on June 30, 2003fair values of the Common Warrants and is ongoing. The HNSCC program has received fast track designation, approved November 7, 2003, and orphan drug designation, conferred on July 7, 2005, from the FDA. We have not submitted a request for orphan drug designationPre-Funded Warrants at the issuance date totaled $12.6 million in the European Union, although we may seek such designationaggregate, which was $0.6 million more than the Subscription Amount. The excess $0.6 million represents an inducement to the PIPE Investor to enter into the PIPE Transaction and was recorded in warrant liabilities expense in the future.
Clinical studies in humans involving IRX‑2 show immune marker activation in patients treated with IRX‑2. In a prior phase 2a clinical trial, a correlation was shown between marker activation and disease-free survival in head and neck cancer. Results from this study were used to support the initiationaccompanying consolidated statement of the INSPIRE study, a Phase 2B study involving 105 patients with HNSCC. Details of this trial can be found at clinicaltrials.gov (NCT02609386).
operations.
Other Indications
Other thanIn connection with the INSPIRE study, all clinical studies using IRX-2 are investigator-sponsored studies forPIPE Transaction, we and the PIPE Investor also entered into a registration rights agreement, dated March 6, 2022, pursuant to which we are providing IRX‑2 as study drugagreed to prepare and financial support to conduct the trial. These studies include:
Monotherapy studies:
| • | BR-101 - A study involving 16 patients with neoadjuvant breast cancer performed at the Providence Portland Medical Center. Details of this trial can be found at clinicaltrials.gov (NCT02950259).
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| • | CIN-201 - An open label single arm Phase 2 trial of the IRX‑2 regimen in women with cervical squamous intraepithelial neoplasia 3 or squamous vulvar intraepithelial neoplasia 3. Details of this trial can be found at clinicaltrials.gov (NCT03267680).
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Combination studies:
| • | BAS-104 - A basket study originally intended to enroll 100 patients with metastatic bladder, renal, non-small cell lung cancer, or NSCLC, melanoma, and head and neck cancer being held at the Moffitt Cancer Center, using IRX‑2 in conjunction with Opdivo (Nivolumab), an immunotherapy cancer treatment marketed by Bristol-Myers Squibb Company. This trial was discontinued after 11 subjects were enrolled due to insurance reimbursement challenges. Details of this trial can be found on clinicaltrials.gov (NCT03758781).
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| • | HCC-107 - A study involving 28 patients with metastatic hepatocellular carcinoma, or HCC, being held at City of Hope Medical Center, HonorHealth Research Institute, and Texas Oncology at Baylor Charles A. Simmons Cancer Center using IRX‑2 in conjunction with Opdivo, a cancer treatment marketed by Bristol-Myers Squibb Company. Details of this trial can be found at clinicaltrials.gov (NCT03655002).
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| • | GI-106 - A study involving 20 patients with metastatic gastric and gastroesophageal junction cancers (GI) being held at City of Hope Medical Center, HonorHealth Research Institute, and Texas Oncology at Baylor Charles A. Simmons Cancer Center using IRX‑2 in conjunction with Keytruda (Pembrolizumab), an immunotherapy cancer treatment marketed by Merck. Details of this trial can be found at clinicaltrials.gov (NCT03918499).
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| • | MHN-102 - A study involving 15 patients with metastatic head and neck cancer being held at the H. Lee Moffitt Cancer Center and Research Institute and University of Michigan Health System using IRX‑2 in conjunction with Imfinzi (Durvalumab), a cancer treatment marketed by AstraZeneca plc. Details of this trial can be found at clinicaltrials.gov (NCT03381183).
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| • | BR-202 - A study involving 30 patients with neoadjuvant triple negative breast cancer, held at the Providence Portland Medical Center using IRX‑2 in conjunction with a programmed cell death protein 1, or PD1, and chemotherapy treatments. Details of this trial can be found at clinicaltrials.gov (NCT04373031).
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Impact of COVID-19 Pandemic
The development of our product candidates has been, and could continue to be, disrupted and materially adversely affected by past and continuing impacts of the COVID-19 pandemic. This isfile a result of measures imposed by the governments and hospitals in affected regions, businesses and schools were suspended due to quarantines intended to contain this outbreak. The spread of SARS CoV‑2 from China to other countries resulted in the Director General of the World Health Organization declaring COVID-19 a pandemic in March 2020. While the constraints of the pandemic are being lifted, we are still assessing the longer-term impact of the COVID-19 pandemic on our development plans, and on the ability to conduct our clinical trials There can be no assurance that this analysis will enable us to avoid or remediate part or all of any impact from the spread of COVID-19 or its consequences, including downturns in business sentiment generally. The extent to which the COVID-19 pandemic and ongoing global efforts to contain its spread will impact our operations will depend on future developments, which are highly uncertain and cannot be predicted at this time, and include the duration, severity and scope of the pandemic and the actions taken to contain or treat the COVID‑19 pandemic. Further, the specific clinical outcomes, or future pandemic related impacts of emerging SARS-CoV-2 variants cannot be reliably predicted
The patients in our clinical trials have conditions that make them especially vulnerable to COVID-19, and as a result we have seen slowdowns in enrollment in our clinical trials. While our Phase 2b clinical study in patients with squamous cell carcinoma of the oral cavity, known as the INSPIRE study, is fully populated, our other clinical studies are likely to continue to encounter delays in enrollment as a result of the pandemic. Further, with respect to the INSPIRE study, we anticipate that the COVID-19 pandemic will slow our ability to close out trial sites and report trial data.
IRX‑2 is a product containing among others, IL‑2, as well as IL-6 and IL-8, IL-10 and TNF-a types of cytokine-signaling molecules in the immune system. While many of the mechanisms of action of COVID-19 are still unknown, there is evidence that some patients with severe COVID-19 cases may experience “cytokine release syndrome” or “cytokine storm.” In these cases, the body releases cytokines into the body too quickly, which can create symptoms such as high fever, inflammation, severe fatigue and nausea and can lead to severe or life-threatening symptoms. In addition, a paper published in the British Medical Journal in 2020 reported increased proinflammatory and anti-inflammatory cytokines, including IL-2R, IL-6, IL-8, TNF and IL-10, and an obvious association with both COVID-19 severity and in-hospital mortality.
In June 2020 the Journal of Medical Virology published a letter submitted by Wen Luo, Jia-Wen Zhang, Wei Zhang, Yuan-Long Lin and Qi Wang, supported by grants from the State Key Laboratory of Veterinary Technology, Harbin Veterinary Research Institute, stating that, based on a review of 25 patients admitted to intensive care units with a confirmed infection of COVID-19, cytokine storm of a number of interleukins, including IL‑2, was absent. The letter therefore suggested that the severity of COVID-19 symptoms is not directly associated with circulating levels of IL‑2. There can be no assurance, however, that further study will bear this out or that patients treated with IRX‑2, who are already at higher risk for COVID-19 due to their underlying diagnosis, will not be adversely affected.
For additional information regarding our business, please see Item 8.01 of our Current Report on Form 8-K filedregistration statement with the Securities and Exchange Commission or SEC, on May 11, 2021.
Second Quarter 2021 and Recent Developments
License Agreements
On April 26, 2021, Brooklyn LLC entered into an exclusive license agreement, or(the “SEC”) to register the License Agreement, with Novellus, Ltd. and Factor, or the Licensors, to license the Licensors’ intellectual property and mRNA cell reprogramming and gene editing technology for use in the development of certain cell-based therapies to be evaluated and developed for treating human diseases, including certain types of cancer, sickle cell disease, and beta thalassemia. Through the License Agreement, Brooklyn LLC acquired an exclusive worldwide license to develop and commercialize certain cell-based therapies to treat cancer and rare blood disorders, including sickle cell disease, based on patented technology and know-how of Novellus, Ltd.
The License Agreement provides that Brooklyn LLC is obligated to pay the Licensors a total of $4,000,000 in connection with the execution of the License Agreement, all of which has been paid. Brooklyn LLC is obligated to pay to the Licensors additional fees of $5,000,000 in October 2021 and $7,000,000 in October 2022.
The completion of our acquisition of Novellus, Inc., formerly the sole equity holder of Novellus, Ltd., on July 16, 2021 relieves us from potential obligations to pay Novellus, Ltd. certain upfront fees, clinical development milestone fees and post-registration royalties under the License Agreement. The agreements with Factor under the License Agreement remains unchanged. Brooklyn LLC is obligated to pay Factor $2,500,000 in October 2021 and $3,500,000 in October 2022.
Under the terms of the License Agreement, Brooklyn LLC is required to use commercially reasonably efforts to achieve certain delineated milestones, including specified clinical development and regulatory milestones and specified commercialization milestones. In general, upon its achievement of these milestones, Brooklyn LLC will be obligated, in the case of development and regulatory milestones, to make milestone payments to Licensor in specified amounts and, in the case of commercialization milestones, to specified royalties with respect to product sales, sublicense fees or sales of pediatric review vouchers. In the event Brooklyn LLC fails to timely achieve certain delineated milestones, the Licensors may have the right to terminate the rights of Brooklyn LLC under provisions of the License Agreement relating to those milestones.
The Licensor is responsible for preparing, filing, prosecuting and maintaining all patent applications and patents under the License Agreement. If, however, the Licensors determine not to maintain a particular licensed patent or not to prepare, file and prosecute a licensed patent, Brooklyn LLC will have the right, but not the obligation, to assume those responsibilities in the territory at its expense.
Novellus, Ltd. is a pre-clinical development, manufacturing, and technology licensing entity focused on engineered cellular medicines. Novellus, Ltd. has created, developed, and patented mRNA-based cell reprogramming and gene editing technologies to create engineered cellular medicines. The synthetic mRNA developed by Novellus, Ltd. is non-immunogenic—it is capable of successfully evading the immune system while being recognized by cellular processes. The synthetic mRNA is then capable of expressing high levels of proteins for cell reprogramming and gene editing. The mRNA may be formulated for injection into target tissues for cellular uptake and therapeutic treatment.
The synthetic mRNA technology may be used to edit gene mutations through mRNA chemistry or expressed gene-editing proteins to treat genetic and rare diseases. It may also be used to reprogram human non-pluripotent cells and IPSCs. The IPSCs may then be differentiated into pure populations of varying therapeutic cell types. The reprogramming technology offers a rapid, cost-effective and patient specific therapy using the engineered stem cells created from IPSCs.
Novellus, Ltd. has licenses from Factor to use over 45 granted patents throughout the world covering synthetic mRNA, RNA-based gene editing, and RNA-based cell reprogramming, in addition to specific patents covering methods for treating specific diseases. There are also more than 50 pending patent applications throughout the world focused on these and other aspects of the technology. The patent coverage includes granted patents and pending patent applications in the United States, Europe, and Japan, along with other major life sciences markets.
There can be no assurance that Brooklyn LLC can successfully develop and commercialize the technology licensed under the License Agreement.
Purchase Agreements
On April 26, 2021, Brooklyn and Lincoln Park Capital Fund, LLC, or Lincoln Park, executed a purchase agreement, or the First Purchase Agreement, and a related registration rights agreement. Pursuant to the First Purchase Agreement, Brooklyn had the right, but not the obligation, to sell to Lincoln Park, and Lincoln Park would be obligated to purchase, up to $20.0 million of shares of Brooklyn’s common stock. Sales of common stock by Brooklyn, if any, were subject to certain limitations, and could occur from time to time, at Brooklyn’s sole discretion. For entering into the First Purchase Agreement, Brooklyn issued to Lincoln Park 56,041 shares of common shares as consideration for Lincoln Park’s commitment to purchase up to $20.0 million in shares of common stock. During the three months ending June 30, 2021, Brooklyn issued and sold to Lincoln Park a total of 1,127,736 shares of common stock for gross proceeds of $20,000,000, and no further shares may be sold to Lincoln Park under the First Purchase Agreement.
On May 26, 2021, Brooklyn executed a purchase agreement, or the Second Purchase Agreement, and a related registration rights agreement. Pursuant to the Second Purchase Agreement,Brooklyn has the right, but not the obligation, to sell to Lincoln Park, and Lincoln Park would be obligated to purchase, up to $40,000,000 of shares of Brooklyn’s common stock. Sales of common stock by Brooklyn, if any, are subject to certain limitations, and may occur from time to time, at Brooklyn’s sole discretion. For entering into the Second Purchase Agreement, Brooklyn issued to Lincoln Park 50,000 shares of common shares as consideration for Lincoln Park’s commitment to purchase up to $40,000,000 in shares of common stock.
Under the Second Purchase Agreement, on any business day selected by Brooklyn, Brooklyn may direct Lincoln Park to purchase up to 60,000 shares of common stock on such business day, which we refer to as a Regular Purchase, provided, however, that (i) the Regular Purchase may be increased to up to 80,000 shares, provided that the closing sale price of the common stock is not below $5.50 on the purchase date, and (ii) the Regular Purchase may be increased to up to 120,000 shares, provided that the closing sale price of the common stock is not below $7.00 on the purchase date. In each case, Lincoln Park’s maximum commitment in any single Regular Purchase may not exceed $1,000,000 under the First Purchase Agreement and $2,000,000 under the Second Purchase Agreement. The purchase price per share for each such Regular Purchase will be based off of prevailing market prices of common stock immediately preceding the time of sale. In addition to Regular Purchases, Brooklyn may direct Lincoln Park to purchase other amounts as accelerated purchases or as additional accelerated purchases if the closing sale price of the common stock exceeds certain threshold prices as set forth in the Second Purchase Agreement.
The Second Purchase Agreement also prohibits Brooklyn from directing Lincoln Park to purchase any shares of common stock if those shares, when aggregated with all other shares of common stock then beneficially owned by Lincoln Park and its affiliates, would result in Lincoln Park and its affiliates having beneficial ownership, at any single point in time, of more than 4.99% of the then total outstanding shares of common stock. Brooklyn has the right to terminate the Second Purchase Agreement at any time, at no cost or penalty.
Actual sales of shares of common stock to Lincoln Park under the Second Purchase Agreements depend on a variety of factors to be determined by Brooklyn from time to time, including, among others, market conditions, the trading price of the common stock and determinations by Brooklyn as to the appropriate sources of funding for Brooklyn and its operations. We expect that any net proceeds received by Brooklyn from such sales to Lincoln Park will be used for research and development, working capital and general corporate purposes.
As of June 30, 2021, Brooklyn had issued and sold 3,211,942 shares of common stock under the First Purchase Agreement and the Second Purchase Agreement for total net proceeds of $48.5 million.
Acquisition of Novellus
On July 16, 2021, Brooklyn and its newly formed, wholly owned subsidiary Brooklyn Acquisition Sub, Inc. entered into an agreement and plan of acquisition, or the Acquisition Agreement, with (a) Novellus LLC, (b) Novellus, Inc., the sole equity holder of Novellus, Ltd. and, prior to the closing under the Acquisition Agreement, a wholly owned subsidiary of Novellus, LLC, and (c) a seller representative. Novellus, Ltd. is a pre-clinical stage biotechnology company organized under the laws of Ireland that is developing engineered cellular medicines using its licensed, patented non-immunogenic mRNA, high-specificity gene editing, mutation-free and footprint-free cell reprogramming and serum-insensitive mRNA lipid delivery technologies.
The closing of the transaction contemplated by the Acquisition Agreement, or the Acquisition, was held contemporaneously with the execution and delivery of the Acquisition Agreement. At the closing:
| • | Brooklyn acquired all of the outstanding equity interests of Novellus, Inc. as the result of the merger of Brooklyn Acquisition Sub, Inc. with and into Novellus, Inc., following which Novellus, Inc., as the surviving corporation, became Brooklyn’s wholly owned subsidiary and Novellus Ltd. became Brooklyn’s indirectly owned subsidiary. |
| • | Brooklyn acquired 25.0% of the total outstanding equity interests of NoveCite, Inc., a corporation focused on bringing an allogeneic mesenchymal stem cell, or MSC, product to patients with acute respiratory distress syndrome, including from COVID-19. |
Brooklyn delivered consideration for the Acquisition totaling approximately $124.0 million, which consisted of (a) $22.8 million in cash and (b) 7,022,230 shares of common stock, which under the terms of the Acquisition Agreement were valued at a total of $102.0 million, based on a price of $14.5253 per share.
The Acquisition Agreement contains customary representations, warranties and certain indemnification provisions. A total of 740,766 of the shares issued as consideration have been placed in escrow for a period of up to 12 months in order to secure indemnification obligations to Brooklyn under the Acquisition Agreement. The Acquisition Agreement also contains non-competition and non-solicitation provisions pursuant to which Novellus LLC has agreed not to engage in certain competitive activities for a period of five years following the closing, including customary restrictions relating to employees. No employees of Novellus Ltd. or Novellus, Inc. prior to the Acquisition continued their employment, or were otherwise engaged by Brooklyn, following the Acquisition.
In connection with the Acquisition, the co-founders of Novellus, Ltd. entered into lock-up agreements with respect to 3,377,690 of the shares received in the Acquisition, and Brooklyn’s Chair of the Board of Directors and its Chief Executive Officer and President entered into identical lock-up agreements with respect to their current holdings of Brooklyn stock. Each lock-up agreement extends for a period of three years, provided that up to 75%resale of the shares of common stock subject toincluded in the lock-up agreement may be released fromUnits and the lock-up restrictions earlier if the priceshares of common stock issuable upon exercise of the Pre-Funded Warrants and the Common Warrants. We agreed to use our 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. We filed such registration statement on April 29, 2022, which became effective on May 11, 2022.
Pursuant to the NYSE American stock exchange exceeds specified thresholds. The lock-up agreements include customary exceptionsregistration rights agreement, we are obligated to pay the PIPE Investor liquidated damages equal to 2% of the Subscription Amount per month, with a maximum aggregate payment of 12% of the Subscription Amount, in the event the PIPE Investor is not permitted to use the registration statement to resell the related securities for transfersmore than 10 consecutive calendar days or more than an aggregate of fifteen calendar days (which need not be consecutive calendar days) during any 12-month period.
On May 24, 2022, we provided the PIPE Investor with notice that it was not able to resell the securities under the registration agreement because we did not timely file this Quarterly Report on Form 10-Q (the “Q1 2022 10-Q”) with the SEC, and that the PIPE Investor could not use the registration statement to resell the related securities until we filed the Q1 2022 10-Q. Because the PIPE Investor was unable to use the registration statement for at least 10 consecutive calendar days, we accrued $0.2 million during the applicable lock-up period.
Wethree months ended March 31, 2022 for the estimated contingent loss we expect the Acquisition will advance our evolution intoto incur as a platform company with a pipeline of next-generation engineered cellular, gene editing and cytokine programs. In addition, the acquisition of Novellus, Ltd. builds on the License Agreement. (See “__Second Quarter 2021 and Recent Developments—License Agreements” above.) The completionresult of the acquisitionlate Q1 2022 10Q filing, which is recorded in other expense, net in the accompanying condensed consolidated statements of Novellus, Ltd. relieves Brooklyn LLC from potential obligations to pay Novellus, Ltd. certain upfront fees, clinical development milestone fees and post-registration royalties under the License Agreement. The agreement with Factor under the License Agreement, which grants Brooklyn LLC exclusive rights to develop certain next-generation mRNA gene editing and cell therapy products, remains unchanged.
operations.
Basis of Presentation
Revenues
Revenues
We are a development stage company and have had no revenues from product sales to date. We will not have revenues from product sales until such time as we receive regulatory approval of our drugproduct candidates, successfully commercialize our products or enter into a licensing agreement which may include up-front licensing fees, of which there can be no assurance.
General and Administrative Expenses
Our general and administrative expenses consist primarily of salaries, benefits and other costs, including stock-based compensation, for our executive and administrative personnel, legal and other professional fees; travel, insurance, and other corporate costs.
Research and Development Expenses
We expense our research and development costs as incurred. Our research and development expenses consist of costs incurred for company-sponsored research and development activities, as well as support for selected investigator-sponsored research. Upfront payments and milestone payments made for the licensing of technology are expensed as research and development in the period in which they are incurred if the technology is not expected to have any alternative future uses other than the specific research and development project for which it was intended. In-Process Research and Development (“IPR&D”) that is acquired through an asset acquisition and has no alternative future uses and, therefore, no separate economic values, is expensed to research and development costs at the time the costs are incurred.
The major components of research and development costs include preclinical study costs, clinical manufacturing costs, clinical study and trial expenses, insurance coverage for clinical trials, expensed licensed technology, consulting, scientific advisors and other third-party costs, salaries and employee benefits, stock-based compensation expense, supplies and materials and allocations of various overhead costs related to our product development efforts.
In the normal course of our business, we contract with third parties to perform various clinical study and trial activities in the on-going development and testing of potential products. The financial terms of these agreements are subject to negotiation and vary from contract to contract and may result in uneven payment flows. Payments under the contracts depend on factors such as the achievement of certain events or milestones, the successful enrollment of patients, the allocation of responsibilities among the parties to the agreement, and the completion of portions of the clinical study or trial or similar conditions. Preclinical and clinical study and trial associated activities such as production and testing of clinical material require significant up-front expenditures. We anticipate paying significant portions of a study’s or trial’s cost before such begins and incurring additional expenditures as the study or trial progresses and reaches certain milestones.
General and Administrative Expenses
Critical Accounting PoliciesOur general and Estimates
There were no significant changes inadministrative expenses consist primarily of salaries, benefits and other costs, including equity-based compensation, for our critical accounting estimates during the threeexecutive and six months ended June 30, 2021 to augment the critical accounting estimates disclosed under “Item 2. Management’s Discussionadministrative personnel, legal and Analysis of Financial Conditionother professional fees, travel, insurance, and Results of Operations--Critical Accounting Policies and Estimates” in Part I of our Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2021.
other corporate costs.
Results of Operations
Comparison of Three and Six Months Ended June 30,March 31, 2022 and 2021 and 2020
| | | Three months ended June 30, | | | | | | | |
| | | 2021 | | | 2020 | | | Change | | | % Change | |
| | | | | | | | | | | | | |
| Operating expenses: | | | | | | | | | | | | |
| Research and development | | | 5,392,777 | | | | 985,081 | | | | 4,407,696 | | | | 447 | % |
| General and administrative | | | 4,620,353 | | | | 1,034,120 | | | | 3,586,233 | | | | 347 | % |
| Total operating expenses | | | 10,013,130 | | | | 2,019,201 | | | | 7,993,929 | | | | 396 | % |
| Loss from operations | | | (10,013,130 | ) | | | (2,019,201 | ) | | | (7,993,929 | ) | | | 396 | % |
| | | | | | | | | | | | | | | | | |
| Other expenses: | | | | | | | | | | | | | | | | |
| Loss on sale of NTN assets | | | (50,000 | ) | | | - | | | | (50,000 | ) | | | N/A | |
| Other expense, net | | | (22,187 | ) | | | (14,245 | ) | | | (7,942 | ) | | | 56 | % |
| Total other expenses | | | (72,187 | ) | | | (14,245 | ) | | | (57,942 | ) | | | 407 | % |
| Net loss | | | (10,085,317 | ) | | | (2,033,446 | ) | | | (8,051,871 | ) | | | 396 | % |
| Series A preferred stock dividend | | | (7,806 | ) | | | - | | | | (7,806 | ) | | | N/A | |
| Net loss attributable to common stockholders | | $ | (10,093,123 | ) | | $ | (2,033,446 | ) | | $ | (8,059,677 | ) | | | 396 | % |
| | Three months ended March 31, | | | | |
| | 2022 | | | 2021 | | | Change | |
| | | (in thousands) | |
| Operating expenses: | | | | | | | | | |
| Research and development | | $ | 1,782 | | | $ | 1,533 | | | | 249 | |
| General and administrative | | | 4,514 | | | | 1,623 | | | | 2,891 | |
| Transaction costs | | | - | | | | 5,765 | | | | (5,765 | ) |
| Total operating expenses | | | 6,296 | | | | 8,921 | | | | (2,625 | ) |
| | | | | | | | | | | | | |
| Loss from operations | | | (6,296 | ) | | | (8,921 | ) | | | 2,625 | |
| | | | | | | | | | | | | |
| Other expense, net: | | | | | | | | | | | | |
| Loss on sale of NTN assets | | | - | | | | (9,598 | ) | | | 9,598 | |
| Warrant liabilities expense | | | (1,322 | ) | | | - | | | | (1,322 | ) |
| Loss on non-controlling investment | | | (615 | ) | | | - | | | | (615 | ) |
| Other expense, net | | | (1,142 | ) | | | (3 | ) | | | (1,139 | ) |
| Total other expense, net | | | (3,079 | ) | | | (9,601 | ) | | | 6,522 | |
| | | | | | | | | | | | | |
| Loss before income taxes | | | (9,375 | ) | | | (18,522 | ) | | | 9,147 | |
| Provision for income taxes | | | - | | | | - | | | | - | |
| | | | | | | | | | | | | |
| Net loss | | $ | (9,375 | ) | | $ | (18,522 | ) | | $ | 9,147 | |
| | | Six months ended June 30, | | | | | | | |
| | | 2021 | | | 2020 | | | Change | | | % Change | |
| | | | | | | | | | | | | |
| Operating expenses: | | | | | | | | | | | | |
| Research and development | | | 6,912,410 | | | | 1,376,140 | | | | 5,536,270 | | | | 402 | % |
| General and administrative | | | 6,256,910 | | | | 1,657,595 | | | | 4,599,315 | | | | 277 | % |
| Transaction costs | | | 5,765,407 | | | | - | | | | 5,765,407 | | | | N/A | |
| Change in fair value of contingent consideration | | | (820,000 | ) | | | - | | | | (820,000 | ) | | | N/A | |
| Total operating expenses | | | 18,114,727 | | | | 3,033,735 | | | | 15,080,992 | | | | 497 | % |
| Loss from operations | | | (18,114,727 | ) | | | (3,033,735 | ) | | | (15,080,992 | ) | | | 497 | % |
| | | | | | | | | | | | | | | | | |
| Other expenses: | | | | | | | | | | | | | | | | |
| Loss on sale of NTN assets | | | (9,648,173 | ) | | | - | | | | (9,648,173 | ) | | | N/A | |
| Other expense, net | | | (24,751 | ) | | | (18,923 | ) | | | (5,828 | ) | | | 31 | % |
| Total other expenses | | | (9,672,924 | ) | | | (18,923 | ) | | | (9,654,001 | ) | | | 51017 | % |
| Net loss | | | (27,787,651 | ) | | | (3,052,658 | ) | | | (24,734,993 | ) | | | 810 | % |
| Series A preferred stock dividend | | | (7,806 | ) | | | - | | | | (7,806 | ) | | | N/A | |
| Net loss attributable to common stockholders | | $ | (27,795,457 | ) | | $ | (3,052,658 | ) | | $ | (24,742,799 | ) | | | 811 | % |
Revenues
We had no revenues for the three and six months ended June 30, 2021March 31, 2022 or 2020.
2021.
Research and Development Expenses
| | | Three months ended March 31, | |
| | | 2022 | | | 2021 | | | Change | |
| | | (in thousands) | |
| Payroll-related | | $ | 1,383 | | | $ | 863 | | | $ | 520 | |
| Clinical trials | | | 230 | | | | 435 | | | | (205 | ) |
| Other expenses, net | | | 169 | | | | 235 | | | | (66 | ) |
| Total research and development expenses | | $ | 1,782 | | | $ | 1,533 | | | $ | 249 | |
For the three months ended March 31, 2022, our research and development expenses increased primarily due to increased headcount, offset by a decrease in clinical trial expense and other miscellaneous research and development expenses when compared to the same period in 2021.
On January 3, 2022, we completed a reduction in our workforce (the “Reduction”), involving eight research and development employees (53% of our workforce at that time). We believe the Reduction will enable us to better align our workforce with the needs of our business and focus more of our capital resources on our cell therapy and gene editing platform.. In connection with the Reduction, we incurred approximately $0.5 million for severance and termination-related costs, which we recorded during the first quarter of 2022.
General and Administrative Expenses
| | | Three months ended March 31, | |
| | | 2022 | | | 2021 | | | Change | |
| | | (in thousands) | |
| Stock-based compensation | | $ | 761 | | | $ | 17 | | | $ | 744 | |
| Payroll-related | | | 749 | | | | 33 | | | | 716 | |
| Insurance | | | 367 | | | | 33 | | | | 334 | |
| Professional fees | | | 1,198 | | | | 1,256 | | | | (58 | ) |
| Loss on disposal of fixed assets | | | 271 | | | | - | | | | 271 | |
| Other expenses, net | | | 1,168 | | | | 284 | | | | 884 | |
| Total general and administrative expenses | | $ | 4,514 | | | $ | 1,623 | | | $ | 2,891 | |
The increase in general and administrative expense for the three and six months ended June 30, 2021March 31, 2022 was primarily related to increased legal, accounting and consulting fees associated with merger and acquisition activity, costs associated with being a publicly traded company and increasednon-cash stock-based compensation resultingexpense from the issuance ofincreased equity awards, increased headcount, increased premiums for public company insurance policies, increased other expenses, net, primarily due to legal-related matters, and losses on the disposal of fixed assets when compared to the same periodsperiod in 2020.2021.
We expect general and administrative expenses to increase in future periods as we increase our business activities and incur costs associated with being a publicly traded company.
Research and Development Expenses
For the three and six months ended June 30, 2021, our research and development expenses increased due to upfront payments associated with licensed technology, increased clinical trial expenses and stock-based compensation for the issuance of equity awards when compared to the same periods in 2020.
We expect research and development expenses to grow as we expand our clinical trial activities.
Transaction Costs
There were noThe $5.8 million in transaction costs forduring the three months ended June 30, 2021. For the six months ended June 30,March 31, 2021 transaction costs related to the issuance of common stock to ourBrooklyn LLC’s financial advisor upon consummation of the Merger.
Change in Fair Value of Contingent Consideration
ThereMerger, and there were no changes to the fair value of contingent considerationcomparable transaction costs for the three and six months ended June 30, 2020. For the three and six months ended June 30, 2021, change in fair value of contingent consideration was $0 and $820,000, respectively.
March 31, 2022.
Other Expense, Net
For the three and six months ended June 30, 2021, other expense, net increased primarily due to interest accrued on notes payable of $410,000 that we assumed as part of the acquisition of the assets of IRX Therapeutics, LLC in 2018. The notes bear interest at the rate of 14% and were due on December 31, 2019. On January 27, 2020, the notes were amended to extend the maturity date to the earlier of (i) a change of control and (ii) December 31, 2021, whichever comes first.
Loss on Sales of NTN Assets
LossThe $9.6 million loss on salesthe sale of NTN assets for the three and six months ended June 30,March 31, 2021 was incurred when we completed the Disposition.
Disposition, and there was no comparable loss on sale for the three months ended March 31, 2022.
Warrant Liabilities Expense
The $1.3 million of warrant liabilities expense is includes (1) $0.6 million related to the excess fair value of the Common Warrants and Pre-Funded Warrant issued in connection with the PIPE Transaction over the $12.0 million gross proceeds received and (2) the change in the aggregate fair value of the Common Warrants and Pre-Funded Warrants of approximately $0.7 million from the March 9, 2022 issuance date to March 31, 2022. There was no comparable expense for the three months ended March 31, 2021.
Loss on Non-Controlling Investment
The $0.6 million of loss on non-controlling investment, of which $0.5 million relates to the prior year, is related to our 25% share of NoveCite’s earnings or losses. We account for our investment in NoveCite under the equity method. There was no comparable expense for the three months ended March 31, 2021.
Other Expense, Net
| | | Three months ended March 31, | |
| | | 2022 | | | 2021 | | | Change | |
| | | (in thousands) | |
PIPE transaction fees | | $ | (992 | ) | | $ | - | | | $ | (992 | ) |
Liquidated damages | | | (240 | ) | | | -
| | | | (240 | ) |
Interest expense, net | | | (1 | ) | | | (14 | ) | | | 13 | |
Other (expense) income , net | | | 91 | | | | 11 | | | | 80 | |
| Total other expense, net | | $ | (1,142 | ) | | $ | (3 | ) | | $ | (1,139 | ) |
For the three months ended March 31, 2022, we recognized an increase in other expense, net of approximately $1.4 million compared to the same period in 2021, primarily as a result of $1.0 million of other expense related to fees allocated to the PIPE Transaction, which was allocated to the warrants issued in connection with the transaction. Additionally, we accrued for a loss for the estimated liquidated damages we expected to incur as a result of not timely filing the Q1 2022 10Q with the SEC. These increases in expense were offset by a decrease in interest expense of $13,000 for the three months ended March 31, 2022 when compared to the same period in 2021 due to the payoff of certain long-term debt at December 31, 2021.
Liquidity and Capital Resources
At June 30, 2021,March 31, 2022, we had cash and cash equivalents of $50,164,673. During the second quarter of 2021,approximately $23.5 million. On March 9, 2022, we entered into the First Purchase Agreement and Second Purchase Agreement with Lincoln Park, pursuant to which we have the right, but not the obligation, to sell to Lincoln Park, and Lincoln Park is obligated to purchase up to an aggregate of $60,000,000 inissued 5,500,000 shares of our common stock. Future sales of common stock by us, if any, are subject to certain limitations, and may occur from time to time, at our sole discretion. As of August 12, 2021, we had issued and sold 3,211,942Pre-Funded Warrants representing approximately 1,357,000 shares of common stock for total gross proceeds of $50.5 million and net proceeds of $48.5 million. For further information, see “—Recent Developments—approximately $11.0 million in connection with the PIPE Transaction. Pursuant to the purchase agreement entered into in respect of the PIPE Transaction, we are prohibited from issuing equity in variable rate transactions for a period of one-year following consummation of the PIPE Transaction, including issuing equity under the Second Purchase Agreements.”Agreement.
We have to date incurred operating losses, and we expect these losses to increase in the future as we expand our drugproduct development programs and operate as a publicly traded company. We anticipate using current cash on handDeveloping product candidates, conducting clinical trials and commercializing products are expensive, and we will need to raise substantial additional funds to achieve our net proceeds from sales of common stock under the Second Purchase Agreement to finance these activities.strategic objectives. It will likely be some years before we obtain the necessary regulatory approvals to commercialize one or more of our drugproduct candidates. Based on our current financial condition and forecasts of available cash, including as mentioned above, we believe we do not have sufficient funds to fund our operations for the next twelve months.months from the filing of the financial statements contained in this Q1 2022 10-Q. There can be no assurance that we will ever be in a position to commercialize IRX-2 or any other drugproduct candidate we may acquire, or that we will obtain any additional financing that we require in the future or, even if such financing is available, that it will be obtainable on terms acceptable to us.
In that regard, our future funding requirements will depend on many factors, including:
the terms and timing of any collaborative, licensing and other agreements that we may establish;
the cost and timing of regulatory approvals;
| • | the scope, rate of progress and cost of our clinical trials and other product development activities; |
the cost and delays in product development as a result of any changes in regulatory oversight applicable to our products;
| • | future clinical trial results; |
the cost and timing of establishing sales, marketing and distribution capabilities;
| • | the terms and timing of any collaborative, licensing and other agreements that we may establish; |
the effect of competition and market developments;
| • | the cost and timing of regulatory approvals; |
the cost of filing and potentially prosecuting, defending and enforcing any patent claims and other intellectual property rights;
| • | the cost and delays in product development as a result of any changes in regulatory oversight applicable to our products; |
the scope, rate of progress and cost of our clinical trials and other product development activities; and
| • | the cost and timing of establishing sales, marketing and distribution capabilities; |
future clinical trial results.
| • | 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. |
We plan to raise additional funds to support our product development activities and working capital requirements through the remaining availability under the Second Purchase Agreement (to the extent we are permitted to use such agreement), public or private equity offerings, debt financings, corporate collaborations or other means. We may also seek governmental grants to support our clinical trials and preclinical trials. Further, we may seek to raise capital to fund additional product development efforts even if we have sufficient funds for our planned operations. Any sale by us of additional equity or convertible debt securities could result in dilution to our stockholders. There can be no assurance that any such required additional funding will be available to us at all or available on terms acceptable to us.
Further, to the extent that we raise additional funds through collaborative arrangements, it may be necessary to relinquish some rights to our technologies or grant sublicenses on terms that are not favorable to us. If we are not able to secure additional funding when needed, we may have to delay the commercialize of our products, reduce the scope of or eliminate one or more research and development programs, which could have an adverse effect on our business.
Sources of Funds
PIPE Transaction
On March 9, 2022, we issued 5,500,000 shares of common stock, Pre-Funded Warrants exercisable for approximately 1,357,000 shares of common stock and Common Warrants exercisable for approximately 6,857,000 shares of common stock for net proceeds of approximately $11.0 million in connection with the PIPE Transaction. Pursuant to the purchase agreement entered into in respect of the PIPE Transaction, we are prohibited from issuing equity in variable rate transactions for a period of one-year following consummation of the PIPE Transaction, including issuing equity under the Second Purchase Agreement.
Equity Securities
| • | During the second quarter, we entered into the First Purchase Agreement and the Second Purchase Agreement with Lincoln Park, pursuant to which, subject to specified terms and conditions, we have the right, but not the obligation, to sell to Lincoln Park, and Lincoln Park is obligated to purchase up to an aggregate of $60.0 million in shares of our common stock. As of August 12, 2021, we had issued and sold 3,211,942 shares of common stock for total gross proceeds of $50.5 million and net proceeds of $48.5 million. For further information, see “—Recent Developments—Purchase Agreements.” |
As a condition to the closing of the Merger, we were required to have at least $10.0 million in cash and cash equivalents at the effective time of the Merger. In furtherance of, and prior to, the Merger, certain of our members entered into agreements pursuant to which those members purchased units of Brooklyn LLC for an aggregate purchase price of $10.5 million during the three months ended March 31, 2021.
| • | As a condition to the closing of the Merger, Brooklyn LLC was required to have at least $10.0 million in cash and cash equivalents at the effective time of the Merger. In furtherance of, and prior to, the Merger, certain of its members entered into agreements pursuant to which those members purchased additional units of Brooklyn LLC for an aggregate purchase price of $10.5 million. |
Disposition.
On March 26, 2021, Brooklynwe completed the Disposition, in which itwe sold to eGames.com itsour rights, title and interest in and to the assets relating to the business itwe operated prior to the Merger under the name “NTN Buzztime, Inc.” in exchange for eGames.com’s payment of a purchase price of $2.0 million and assumption of specified liabilities relating to such pre-Merger business.
Brooklyn LLC PPP Loan.
On May 4, 2020, Brooklyn LLC issued a note in the principal amount of approximately $309,905 to Silicon Valley Bank evidencing the loan, or the Brooklyn LLC PPP Loan, Brooklyn LLC received under the Paycheck Protection Program, or PPP, of the Coronavirus Aid, Relief, and Economic Security Act administered by the U.S. Small Business Administration, or the CARES Act. As of June 30, 2021, the outstanding principal balance of the Brooklyn LLC PPP Loan was $309,905.
The Brooklyn LLC PPP Loan matures on May 5, 2022 and bears interest at a rate of 1.0% per annum. Brooklyn LLC must make monthly interest-only payments beginning on November 4, 2020. One final payment of all unforgiven principal plus any accrued unpaid interest is due at maturity. Funds from the Brooklyn LLC PPP Loan may only be used for payroll costs, rent and utilities. We believe Brooklyn LLC used the funds received from the Brooklyn LLC PPP Loan for qualifying expenses. Under the terms of the PPP, we may prepay the Brooklyn LLC PPP Loan at any time with no prepayment penalties, and certain amounts of the Brooklyn LLC PPP Loan may be forgiven if they are used for qualifying expenses as described in the CARES Act. In June 2021, Brooklyn LLC submitted our loan forgiveness application for the PPP Loan. We believe Brooklyn LLC will qualify for forgiveness of the Brooklyn LLC PPP Loan, but there can be no assurance that Brooklyn LLC will obtain full forgiveness based on the legislation.
Uses of Funds
Net Cash Used in Operating Activities.
Our operations used $10.2$5.4 million during the sixthree months ended June 30, 2021. March 31, 2022 compared to $3.4 million in the comparable period. Our results for the quarter ended March 31, 2022 include approximately $1.0 million of fees incurred through March 31, 2022 related to the PIPE Transaction. These fees were allocated to the fair value of the Common Warrants and the Pre-Funded Warrants and recorded in other expense, net on the accompanying condensed consolidated statements of operations.
Our cash use for operating activities is influenced by the level of our net loss and the amount of cash we invest in personnel and technology development to support anticipated growth in our business.
License Obligations.
We are obligated to pay certain amounts to Factor pursuant to the license agreement we entered into in April 2021, including $3.5 million in October 2022. The license agreement also provides for milestone payments and royalties on the net sale of product developed under the license agreement.
Lease Obligations.
We are obligated to pay approximately $660,000$0.7 million per year for our facilities leases, subject to annual increases and to a sharing of common area expenses with other tenants in the building. The leases expire at varying times between December 20252026 and June 2028.
Critical Accounting Policies and Estimates
Brooklyn PPP Loan. On April 18, 2020, Brooklyn (then known as NTN Buzztime, Inc.) was granted a loan, which we refer to as
There were no significant changes in our critical accounting estimates during the Brooklyn PPP Loan,three months ended March 31, 2022 from those described in the aggregate amount“Management’s Discussion and Analysis of $1,625,000, pursuant to the PPP under the CARES Act. Under the termsFinancial Condition and Results of Operations” section of the PPP, certain amounts of the Brooklyn PPP Loan could be forgiven if they were used for qualifying expenses as described in the CARES Act. In October 2020 the U.S. Small Business Administration approved the forgiveness of $1,093,000 of the $1,625,000 principal amount of the Brooklyn PPP Loan, leaving a principal balance of approximately $532,000, all of which, plus accrued and unpaid interest, was due and, in accordance with the terms of the Merger Agreement, paid by Brooklyn upon the closing of the Merger.
10-K/A.
Recent Accounting Pronouncements
A discussion ofThere were no recent accounting pronouncements is included in Note 12 toissued during the condensed consolidatedthree months ended March 31, 2022 that would have impacted our financial statements included in this report.
or operations.
Off-Balance Sheet Arrangements
We have no off-balance sheet arrangements that have, or are reasonably likely to have, a current or future effect on our financial condition, changes in our financial condition, expenses, results of operations, liquidity, capital expenditures or capital resources.
| Item 3. | Quantitative and Qualitative Disclosures About Market Risk. |
Under SECthe rules and regulations of the SEC, as a smaller reporting company we are not required to provide the information otherwise required by this item.
| Item 4. | Controls and Procedures. |
Evaluation of Disclosure Controls and Procedures
We maintain “disclosure controls and procedures,” as such term is defined under Rule 13a-15(e) promulgated under the Securities Exchange Act, of 1934, designed to ensure that information required to be disclosed in our reports filed pursuant to the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and our principal financial officer, as appropriate, to allow timely decisions regarding required disclosures.
In designing and evaluating the disclosure controls and procedures, we recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and we were required to apply our judgment in evaluating the cost-benefit relationship of possible controls and procedures. We have carried out an evaluation as of the end of the period covered by this reportQ1 2022 10-Q under the supervision, and with the participation, of our management, including our interim Chief Executive Officer and President (who serves as our principal executive officer) and our Vice President of FinanceChief Financial Officer (who serves as our principal financial officer), of the effectiveness of the design and operation of our disclosure controls and procedures.
Based on that evaluation, our interim Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were not effective as of the end of the period covered by this Q1 2022 10-Q in providing reasonable assurance of achieving the desired control objectives due primarily to the material weaknesses discussed below.
Management’s Plan for Material Weaknesses in Internal Control over Financial Reporting
Upon completion of the Merger in March 2021 and the resulting change in our business model and strategy, we experienced a complete turnover of our employees, including all of the members of our executive management team, which resulted in, among other things, our having insufficient accounting staff available to enable and ensure adequate segregation of duties and our lacking appropriate and complete documentation of policies and procedures critical to the accomplishment of financial reporting objectives. The accounting personnel and documentation deficiencies each increase the risk that a material misstatement of our financial statements will not be prevented or detected on a timely basis. Based on this evaluation,
Additionally, we were unable to timely file our Chief Executive OfficerQ1 2022 10Q with the SEC due to identifying errors in our financial statements reported in the Original 10-K for the years ended December 31, 2021 and President and2020 during our Vice Presidentpreparation of Financethe financial statements for the quarter ended March 31, 2022. Management concluded that asthe errors were the result of accounting personnel’s’ lack of technical proficiency in complex matters. We filed Form 10-K/A for the years ended December 31, 2021 and 2020 on June 30, 2022 to correct the errors in our financial statements for the years ended December 31, 2021 and 2020 and for the quarters ended June 30, 2020, September 30, 2020, March 31, 2021, June 30, 2021 our disclosure controls and procedures were not effective and did not provide reasonable assurance of achievingSeptember 30, 2021. See the desired control objectives.Form 10-K/A for further detail on the restatement.
Management plans to implement measures designed to ensure that the deficiencies contributing to the ineffectiveness of our disclosureinternal controls and proceduresover financial reporting are promptly remediated, such that the internal controls and procedures are designed, implemented and operating effectively. The remediation actions planned include:
● | hiring and employing additional accounting personnel in a number, and with experience, to allow for proper segregation of duties; and |
● | developing and implementing, and then monitoring the effectiveness of, written policies and procedures required to achieve our financial reporting objectives in a timely manner, including policies and procedures relating to internal control over financial reporting. |
hiring additional accounting personnel in a number, and with experience, to allow for proper segregation of duties and the accurate application of GAAP, including a chief financial officer, whom we hired in May of 2022;
developing and implementing, and then monitoring the effectiveness of, written policies and procedures required to achieve our financial reporting objectives in a timely manner, including policies and procedures relating to internal control over financial reporting;
providing additional training to accounting personnel; and.
consulting with an accounting advisor for technical, complex and non-recurring matters.
We are committed to developing a strong internal control environment, and we believe the remediation efforts that we have implemented and will implement will result in significant improvements in our control environment. We hired our Vice President of Finance in the second quarter of 2021 to oversee all accounting and financial reporting matters, including implementing a framework for internal controls over financial reporting.reporting, and we hired a full-time controller at the beginning of 2022. Also, during the fourth quarter of 2021, we engaged a third-party consulting firm with expertise in implementing the framework for internal controls over financial reporting, and we are making progress on developing this framework, including identifying key controls, creating process narratives or flowcharts, developing test plans, and beginning the testing of the key controls to ensure the framework is complete and effective. Our management will continue to monitor and evaluate the relevance of our risk-based approach and the effectiveness of our internal controls and procedures over financial reporting on an ongoing basis and is committed to taking further action and implementing additional enhancements or improvements, as necessary.
Changes in Internal Control Overover Financial Reporting
Other than described above, there was no change in our internal control over financial reporting during the three months ended June 30, 2021most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. We will continue to review and document our disclosure controls and procedures, including our internal control over financial reporting, and may from time to time make changes to enhance their effectiveness and ensure that our systems evolve with our business.
PART II — OTHER INFORMATION
| Item 1. | Legal Proceedings. |
This information is set forth under “Note 9—8—Commitments and Contingencies—Legal Matters” to the condensed consolidated financial statements included in this reportQ1 2022 10-Q and is incorporated in this Item 1 by reference.
From time to time we may become involved in legal proceedings arising in the ordinary course of business. Except as described above, we do not believe there is any litigation pending that could have, individually or in the aggregate, a material adverse effect on our results of operations, financial condition or cash flows.
An investment in our common stock involves a high degree of risk. You should consider carefully the risks and uncertainties described below and inunder Item 1A of Part I of the “Risk Factors” section of our Current Report on Form 8-K filed with the SEC on May 11, 2021,10-K/A, together with all other information contained or incorporated by reference in this report, before you invest in common stock.Q1 2022 10-Q. If any of the risks described in this reportQ1 2022 10-Q or in such Current Reportthe 10-K/A occur, our business, financial condition, results of operations and future growth prospects could be materially and adversely affected. Under these circumstances, the trading price of our common stock could decline, and you may lose all or part of your investment.
As of the date of this Q1 2022 10-Q, we do not believe that there have been any material changes to the risk factors previously disclosed in the 10-K/A except as follows:.
Because our gene-editing and cell therapy product candidates are based on novel technologies, we cannot assure you that we will be successful, or predict the related cost and time we will spend, in initiating, conducting and completing clinical development, and obtaining the necessary regulatory and reimbursement approvals, required for commercialization.
Cell programming technology and platform for generating cell therapy products using allogenic MSCs derived from iPSCs represent novel therapeutic approaches, and to our knowledge no iPSC-derived cell productsWe are currently approved for commercial sale anywhereoperating in the world. As such, it is difficult to accurately predict the typea period of economic uncertainty and scope of challenges that we will incur during development of our respective product candidates,capital markets disruption, which has been significantly impacted by geopolitical instability, an ongoing military conflict between Russia and we thus face uncertainties associated with the preclinicalUkraine, and clinical development, manufacture, and regulatory compliance for the initiation and conduct of clinical trials, regulatory approval, and reimbursement required for successful commercialization of product candidates. In addition, because the iPSC-derived cell product candidates are in the pre-clinical stage, no human data are yet available to assess the long-term effects of treatment. Animal models and assays may not accurately predict the safety and efficacy of our product candidate in our target patient populations, and appropriate models and assays may not exist for demonstrating the safety and purity of the product candidates, as required by the FDA and other regulatory authorities for ongoing clinical development and regulatory approval.
The pre-clinical and clinical development, manufacture, and regulatory requirements for approval of the product candidates may be more expensive and take longer than for other more well-known or extensively studied pharmaceutical or biopharmaceutical product candidates due to a lack of prior experiences on the side of both developers and regulatory agencies. Additionally, due to the uncertainties associated with the pre-clinical and clinical development, manufacture, and regulatory requirements for approval of the product candidates, we may be required to modify or change pre-clinical and clinical development plans or manufacturing activities and plans, or be required to meet stricter regulatory requirements for approval. Any such modifications or changes could delay or prevent our ability to develop, manufacture, obtain regulatory approval or commercialize the product candidates, which would adversely affect ourrecord inflation. Our business, financial condition and results of operations.operations could be materially adversely affected by any negative impact on the global economy and capital markets resulting from the conflict in Ukraine, geopolitical tensions, or record inflation.
U.S. and global markets are experiencing volatility and disruption following the escalation of geopolitical tensions and the start of the military conflict between Russia and Ukraine. In February 2022, a full-scale military invasion of Ukraine by Russian troops began. Although the length and impact of the ongoing military conflict is highly unpredictable, the conflict in Ukraine has led to market disruptions, including significant volatility in commodity prices, credit and capital markets, as well as supply chain interruptions, which has contributed to record inflation globally. We are continuing to monitor inflation, the situation in Ukraine and global capital markets and assessing its potential impact on our business.
Although, to date, our business has not been materially impacted by the ongoing military conflict between Russian and Ukraine, geopolitical tensions, or record inflation, it is impossible to predict the extent to which our operations will be impacted in the short and long term, or the ways in which such matters may impact our business. The extent and duration of the conflict in Ukraine, geopolitical tensions, record inflation and resulting market disruptions are impossible to predict but could be substantial. Any such disruptions may also magnify the impact of other risks described in the 10-K/A.
Cellular immunotherapies, and stem cell therapies and iPSC-derived cell therapies in particular, represent relatively new therapeutic areas, and the FDA has cautioned consumers about potential safety risks associated with cell therapies. To date, there are relatively few approved cell therapies. As a result, the regulatory approval process for a gene-editing or cellular therapy product candidate is uncertain and may be more expensive and take longer than the approval process for product candidates based on other, better known or more extensively studied technologies and therapeutic approaches. For example, there are currently no FDA approved products with a label designation that supports the use of a product to treat and reduce the severity of ARDS in patients with COVID-19, which makes it difficult to determine the clinical endpoints and data required to support an application or regulatory approval, and the time and cost required to obtain regulatory approval in the United States for our product candidate.
Regulatory requirements in the United States governing cell therapy products have changed frequently and the FDA or other regulatory bodies may change the requirements, or identify different regulatory pathways, for approval of the product candidates. For example, within the FDA, the Center for Biologics Evaluation and Research, or CBER, restructured and created a new Office of Tissues and Advanced Therapies to better align its oversight activities with FDA Centers for Drugs and Medical Devices. It is possible that over time new or different divisions may be established or be granted the responsibility for regulating cell and/or gene therapy products, including iPSC-derived cell products. As a result, we may be required to change its regulatory strategy or to modify its applications for regulatory approval, which could delay and impair its ability to complete the pre-clinical and clinical development and manufacture of, and obtain regulatory approval for, our product candidates. Changes in regulatory authorities and advisory groups, or any new requirements or guidelines they promulgate, may lengthen the regulatory review process, require us to perform additional studies, increase its development and manufacturing costs, lead to changes in regulatory pathways, positions and interpretations, delay or prevent approval and commercialization of the product candidates or lead to significant post-approval limitations or restrictions. As we advance our product candidates, we will be required to consult with the FDA and other regulatory authorities, and our product candidates will likely be reviewed by an FDA advisory committee. We also must comply with applicable requirements, and if we fail to do so, we may be required to delay or discontinue development of our product candidates. Delays or unexpected costs in obtaining, or the failure to obtain, the regulatory approval necessary to bring the product candidates to market could impair our ability to generate sufficient product revenues to maintain our respective businesses.
We own only a 25% interest in NoveCite, Inc., and that interest may be diluted unless we invest additional funds.
In July 2021, we acquired 25% of the outstanding common stock of NoveCite, Inc. As a result, we will only be entitled to a portion of any benefits that flow from the development by NoveCite, Inc. of any product candidates. In the event that NoveCite, Inc. issues additional equity securities in the future, our percentage ownership would be diluted unless we were to invest additional funds. Dilution of our equity ownership would decrease our portion of any benefit that might be derived from a NoveCite, Inc. drug candidate’s successful development. If we were to determine that it would be in the best interests of our company and stockholders to invest additional amounts in NoveCite, Inc. to prevent dilution of our interests, the required funds may not be available to us on reasonable terms, or at all.
| Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds. |
None
| Item 3. | Defaults Upon Senior Securities. |
None.
| Item 4. | Mine Safety Disclosures. |
Not Applicable.
| Item 5. | Other Information. |
None.
Set forth below is information regarding shares of common stock issued by us during the three months ended June 30, 2021 that were not registered under the Securities Act of 1933. Included is the consideration, if any, we received for such shares and information relating to the section of the Securities Act of 1933, or the rule of the SEC, under which exemption from registration was claimed.
On April 26, 2021, we entered into a purchase agreement with Lincoln Park Capital Fund, LLC, or Lincoln Park, pursuant to which we issued to Lincoln Park an aggregate of 1,127,736 shares of common stock from April 26, 2021 through May 19, 2021, of which (a) 56,041 shares of common stock were issued as consideration for Lincoln Park’s commitment to purchase shares of common stock under our April 26, 2021 purchase agreement, and (b) 1,071,695 shares were issued to Lincoln Park pursuant to the purchase agreement for an aggregate purchase price of $20.0 million. We intend to us the net proceeds for general corporate purposes, including working capital.
On May 26, 2021, we entered into a purchase agreement with Lincoln Park pursuant to which we issued to Lincoln Park an aggregate of 2,084,206 shares of common stock from May 26, 2021 through June 29, 2021, of which (a) 50,000 shares of common stock were issued as consideration for Lincoln Park’s commitment to purchase shares of common stock under our May 26, 2021 purchase agreement, and (b) 2,034,206 shares were issued to Lincoln Park pursuant to the purchase agreement for an aggregate purchase price of $30.5 million. Pursuant to our purchase agreement with Lincoln Park, we have the right to sell to Lincoln Park up to an additional $9.5 million in shares of common stock, subject to certain limitations, from time to time on or before June 4, 2024. We intend to us the net proceeds for general corporate purposes, including working capital.
The securities described in this Item 2 were issued to investors in reliance upon the exemption from the registration requirements of the Securities Act of 1933, as set forth in Section 4(a)(2) under the Securities Act of 1933 and/or Regulation D promulgated thereunder relative to transactions by an issuer not involving any public offering, to the extent an exemption from such registration was required. The recipients of securities in the transactions described above represented that they were accredited investors and were acquiring the securities for their own account for investment purposes only and not with a view to, or for sale in connection with, any distribution thereof and that they could bear the risks of the investment and could hold the securities for an indefinite period of time and appropriate legends were affixed to the instruments representing such securities issued in such transactions.
| Exhibit | | Description | | Incorporated By Reference |
| | Securities Purchase Agreement, and Plan of Acquisition, dated as of July 16, 2021, by and amongMarch 6, 2022, between Brooklyn ImmunoTherapeutics, Inc., Brooklyn Acquisition Sub, Inc., Novellus LLC, Novellus, Inc., and the Sellers’ Representative.purchaser party thereto. | | Exhibit to Form 8-K filed on July 19, 2021March 9, 2022 |
| | Registration Rights Agreement, dated as of July 16, 2021, by and amongMarch 6, 2022, between Brooklyn ImmunoTherapeutics, Inc. and the individuals and entities named therein.purchaser party thereto. | | Exhibit to Form 8-K filed on July 19, 2021March 9, 2022 |
| Executive Employment Agreement, dated as of April 1, 2021 and effective as of April 16, 2021, between Brooklyn ImmunoTherapeutics, Inc. and
Howard J. Federoff. | | Form of Pre-Funded Warrant | | Exhibit to Form 8-K filed on April 7, 2021March 9, 2022 |
| Form of Indemnification Agreement | | Form of Common Stock Warrant. | | Exhibit to Form 8-K filed on April 16, 2021March 9, 2022 |
| Schedule identifying agreements substantially identical to the form of indemnification agreement filed as Exhibit 10.2(a) | | ExhibitAgreement to Form 8-K filed on June 21, 2021Assign Space Lease dated March 5, 2022 between Brooklyn ImmunoTherapeutics, LLC and Regen Lab USA LLC. | | Filed herewith |
| Purchase Agreement, dates as | Assignment and Assumption of May 26, 2021,Lease dated March 25, 2022 between Brooklyn ImmunoTherapeutics, Inc.LLC and Lincoln Park Capital Fund,Regen Lab USA LLC | | Exhibit to Form 8-K filed on May 26, 2021 |
| 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 |
| 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 |
| Brooklyn ImmunoTherapeutics, Inc. 2021 Inducement Stock Incentive Plan | | Exhibit to Form 8-K filed on May 26, 2021 |
| 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 |
| 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 |
| 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 |
| | Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | | Filed herewith |
| | Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | | Filed herewith |
| | Certification of Principal Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | | Furnished herewith |
| | Certification of Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | | Furnished 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 | | Filed herewith |
101.SCH | Inline XBRL Taxonomy Extension Schema Document | | Filed herewith |
101.CAL | | Filed herewith |
101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document | | Filed herewith |
101.DEF | | Filed herewith |
101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document | | Filed herewith |
101.LAB | | Filed herewith |
101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document | | Filed herewith |
101.PRE | | 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). | | |
* | Certain information redacted and replaced with “[***]”. |
+ | Indicates management contract or compensatory plan. |
§ | Certain addenda have been omitted pursuant to Item 601(a)(5) of Regulation S-K. We hereby undertake to furnish copies of the omitted addenda upon request by the Securities and Exchange Commission, provided that we may request confidential treatment pursuant to Rule 24b‑2 of the Securities Exchange Act of 1934 for the addenda so furnished. |
† | Schedules and exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K. Brooklyn ImmunoTherapeutics, Inc. hereby undertakes to furnish supplementally copies of any of the omitted schedules and exhibits upon request by the Securities and Exchange Commission |
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| | BROOKLYN IMMUNOTHERAPEUTICS, INC. |
| | | |
Date: August 13, 2021June 30, 2022 | By: | /s/ Howard J. FederoffAndrew Jackson |
| | | Howard J. FederoffAndrew Jackson |
| | | Chief ExecutiveFinancial Officer and President |
