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 21, 2022

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.)
     
10355 Science Center Drive, Suite 150
    
San Diego, California
   92121
(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)
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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, par value $0.005 per share
  
BTX
  
The Nasdaq Stock Market LLC

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 5.07
Submission of Matters to a Vote of Security Holders.
 
On September 21, 2022, Brooklyn ImmunoTherapeutics, Inc., a Delaware corporation (the “Company”), held its 2022 Annual Meeting of Stockholders (the “Annual Meeting”). The final voting results for the proposals submitted to a vote of the Company’s stockholders at the Annual Meeting are as follows:
 
Proposal 1: Election of five directors to the Board of Directors of the Company to hold office until the Company’s 2023 Annual Meeting of Stockholders or until their respective successors are elected and qualified:

 
Director
   
Votes
For
   
Votes
Withheld
   
Broker
Non-Votes
Charles Cherington
  
24,960,908
  
3,213,277
  
14,849,874
Matthew Angel
  
26,060,381
  
2,113,804
  
14,849,874
Nicholas J. Singer
  
26,037,962
  
2,136,223
  
14,849,874
Gregory Fiore
  
25,923,220
  
2,250,965
  
14,849,874
William Wexler
  
26,044,952
  
2,129,233
  
14,849,874

Proposal 2: Approval of a non-binding advisory resolution approving the compensation of the Company’s named executive officers as disclosed in the Company’s 2022 Proxy Statement for the Annual Meeting:

 Votes
For
   
Votes
Against
     
Abstentions
   
Broker
Non-Votes
 23,660,694
  
4,462,421
  
51,070
  
14,849,874

Proposal 3: Ratification of the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for the 2022 fiscal year:
 
Votes
For
   
Votes
Against
     
Abstentions
   
Broker
Non-Votes
42,584,506
  
373,779
  
65,774
  
—

Proposal 4: Approval of the amendment to the Company’s Restated Certificate of Incorporation, as amended, to effect a reverse stock split (the “Reverse Stock Split”) with respect to the Company’s issued and outstanding common stock, par value $0.005 per share, at a ratio of 1-for-10 to 1-for-20 (the “Range”), with the ratio at which the Reverse Stock Split would be effected to be a ratio within the Range to be determined at the discretion of the Company’s Board of Directors:
 
Votes
For
   
Votes
Against
     
Abstentions
   
Broker
Non-Votes
40,383,795
  
2,603,310
  
36,954
  
—

No other matters were considered or voted upon at the Annual Meeting.

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 23, 2022
By:
/s/ Andrew Jackson
   
Chief Financial Officer