May 6, 2021
Via EDGAR
Securities and Exchange Commission
Division of Corporation Finance
100 F. Street, N.E.
Washington, D.C. 20549
Attention: Deanna Virginio
| Re: | Brooklyn ImmunoTherapeutics, Inc. Registration Statement on Form S-1 Filed April 30, 2021 File No. 333-255694 Request for Acceleration |
Ladies and Gentlemen:
Pursuant to Rule 461 under the Securities Act of 1933, as amended, Brooklyn ImmunoTherapeutics, Inc. (the “
Registrant”) hereby requests acceleration of the effective date of the above-referenced Registration Statement on Form S-1 (File No. 333-255694), so that it may become effective at 5:00 p.m. Eastern time on May 10, 2021, or as soon thereafter as practicable.
Please do not hesitate to contact our legal counsel, Mark L. Johnson, at (617) 261-3260, if you have any questions or would like additional information regarding this matter.
* * *
| | Sincerely, |
| | | |
| | Brooklyn ImmunoTherapeutics, Inc. |
| | | |
| | By: | /s/ Howard J. Federoff |
| | | Howard J. Federoff |
| | | Chief Executive Officer and President |
cc: | Rema Awad, K&L Gates LLP Mark L. Johnson, K&L Gates LLP |
