8-K - ERNA - Equibles

UNITED

    STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 14, 2021

BROOKLYN IMMUNOTHERAPEUTICS, INC.

(Exact Name of Registrant as Specified in its Charter)

Delaware	001-11460	31-1103425
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)
140 58th Street, Building A,<br> Suite 2100
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Brooklyn, New York	11220
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code: (212) 582-1199

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading symbol	Name of each exchange on which registered
Common Stock	BTX	NYSE American

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934:

Emerging growth company ☐

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

Item 8.01	Other Events.

Effective as of September 14, 2021, we appointed Computershare Trust Company, N.A. as our stock transfer agent and registrar and dismissed American Stock Transfer & Trust Company from those roles.

A copy of our letter being mailed to shareholders with respect to the change in stock transfer agent and registrar, which letter includes, among other things, contact information for Computershare Trust Company, N.A., is furnished as Exhibit 99.1 to this Current Report on Form 8‑K and is incorporated herein by reference.

Item 9.01	Financial Statements and Exhibits.
(d)	Exhibit
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Exhibit No.	Description
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99.1	Letter dated September 14, 2021 from Brooklyn ImmunoTherapeutics, Inc. to shareholders with respect to appointment of Computershare Trust Company, N.A. as<br> stock transfer agent and registrar
104	Cover Page Interactive Data File (embedded within the XBRL document)

SIGNATURE

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.
Dated: September 13, 2021	By:	/s/ Howard J. Federoff
		Howard J. Federoff
		Chief Executive Officer and President

Exhibit 99.1

Dear Brooklyn Immunotherapeutics, Inc. (“Brooklyn”) Shareholder: We are pleased to announce that Computershare Trust Company, N.A. (“Computershare”) has been appointed as the stock transfer agent and registrar for Brooklyn common stock and Series A preferred stock, effective September 14, 2021. ALREADY HAVE A COMPUTERSHARE ACCOUNT? If you already have a Computershare account under the same name and taxpayer identification number (“TIN”) as shown on the enclosed statement, your Brooklyn shares will be automatically added to your existing account. ACCESSING YOUR SHARES If you are new to Computershare, simply register your account today at the website www.computershare.com/investor. You will need your account number, which can be found on the enclosed statement. Once registered, you can access your account via Investor Center, which is the web and mobile portal to your portfolio at Computershare. TAX CERTIFICATION If you do not have an existing Computershare account that is tax certified, enclosed you will find a W-9 or W-8 BEN tax form. Please complete the appropriate form and return it to Computershare in the envelope provided. Please note that if you are a foreign shareholder, you will be required to recertify your TIN using the W-8 BEN tax form. A quick and easy way to certify your TIN is to visit www.computershare.com/investor. EXPIRING LOCK-UP RESTRICTIONS Certain of the outstanding shares of Brooklyn common stock are subject to a lock-up restriction that continues until September 21, 2021. If you hold shares represented by a physical certificate that bears a legend with respect to this lock-up restriction, Computershare has been instructed to no longer give effect to that lock-up legend, effective as of September 21, 2021. If you hold book-entry shares that are subject to this lock-up restriction, Computershare will remove the related electronic lock-up legend automatically, effective as of September 21, 2021. If your shares are subject to other transfer restrictions, those restrictions will remain effective in accordance with the applicable contractual or regulatory requirements. OUTSTANDING CHECKS We encourage you to cash any outstanding checks issued by the previous transfer agent that you have in your possession as soon as practicable, in order to ensure that you will be able to cash any checks previously issued by the previous agent and will not need to contact Computershare for replacement checks. We appreciate your investment in Brooklyn. Sincerely, Sandra Gurrola Vice President of Finance

EASILY MANAGE:

ACCOUNT DETAILS:

✔ Direct deposit

✔ Buy or sell shares

✔ Transfers

✔ Certify Tax ID

✔ Currency exchange

✔ E-delivery

✔ SMS Text

✔ And much more...

CONTACT:

WEBSITE:

www.computershare.com

PHONE:

1-800-736-3001 (U.S.)

1-781-575-3100 (non-U.S.)

EMAIL:

web.queries@computershare.com

REGULAR MAIL:

Computershare

P.O. Box 505000

Louisville KY 40233-5000

OVERNIGHT:

Computershare

Suite 1600

462 South 4th Street Louisville KY 40233-5000

140 58th Street, Building A, Suite 2100, Brooklyn, New York 11220 | tel: (212) 582-1199 | brooklynitx.com