SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A/A
(Amendment No. 1)
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934
Brooklyn ImmunoTherapeutics, Inc.
(Exact name of registrant as specified in its charter)
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Delaware
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31-1103425
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(State or incorporation or organization)
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(I.R.S. Employer Identification No.)
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140 58th Street, Building A, Suite 2100
Brooklyn, New York
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11220
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(Address of principal executive offices)
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(Zip Code)
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Securities to be registered pursuant to Section 12(b) of the Act:
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Title of each class to be so registered
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Name of each exchange on which each class is to be registered
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Common stock, par value $0.005 per share
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The Nasdaq Stock Market LLC
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If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c) or (e), check
the following box. ☒
If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d) or (e), check
the following box. ☐
If this form relates to the registration of a class of securities concurrently with a Regulation A offering, check the following box. ☐
Securities Act registration statement file number to which this form relates: Not applicable
Securities to be registered pursuant to Section 12(g) of the Act: None.
EXPLANATORY NOTE
On October 22, 2021, Brooklyn ImmunoTherapeutics, Inc. (the “Company”) filed a Registration Statement on Form 8‑A with the Securities and Exchange Commission in connection with the transfer of the
listing of the Company’s common stock, par value $0.005 per share (“Common Stock”), from the NYSE American stock exchange to The Nasdaq Global Market. This Amendment No. 1 on Form 8-A/A amends and restates such Registration Statement on Form 8‑A for
the purpose of updating the source of the description of the Common Stock in Item 1.
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Item 1.
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Description of Registrant’s Securities to be Registered.
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The description of the Common Stock included under the caption “Description of Capital Stock” in the Prospectus forming a part of the Company’s Registration Statement on Form S-1,
originally filed with the Securities and Exchange Commission on April 30, 2021 (File No. 333-255694), is hereby incorporated by reference herein. In addition, the above-referenced description included in any Prospectus relating to such Registration
Statement on Form S-1 filed with the Securities and Exchange Commission pursuant to Rule 424(b) under the Securities Act of 1933, as amended, shall be deemed to be incorporated by reference herein.
In accordance with the “Instructions as to Exhibits” with respect to Form 8-A, no exhibits are required to be filed herewith because no other securities of the Company are registered
on The Nasdaq Global Market and the securities being registered hereby are not being registered pursuant to Section 12(g) of the Securities Exchange Act of 1934, as amended.
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Company has duly caused this Amendment No. 1 on Form 8-A/A to be signed on its behalf by the
undersigned, thereunto duly authorized.
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Date: November 18, 2021
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Brooklyn ImmunoTherapeutics, Inc.
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By:
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/s/ Howard J. Federoff
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Howard J. Federoff
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Chief Executive Officer and President
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