July 23, 2021
BROOKLYN, N.Y., July 23, 2021 — Brooklyn ImmunoTherapeutics, Inc. (NYSE American: BTX) (“Brooklyn”), a biopharmaceutical company focused on exploring the role that cytokine and gene editing/cell therapy can have in treating patients with cancer, blood disorders, and monogenic diseases, today announced that on July 15, 2021, Jay Sial was granted a non-qualified stock option covering 71,000 shares of Brooklyn’s common stock (the “Time-Based Option”) and a restricted stock unit covering 35,700 shares of Brooklyn’s common stock (the “RSU”).
The RSU will vest in four equal installments, with one-fourth of the shares covered by such RSU vesting on the anniversary of the grant date in each of 2022, 2023, 2024 and 2025, in each case for so long as Mr. Sial provides continuous service to Brooklyn through the relevant vesting date.
The Time-Based Option will have a per share exercise price equal to the closing price of a share of Brooklyn’s common stock on the NYSE American Stock Exchange on July 15, 2021. Of the shares covered by the Time-Based Option, twenty-five percent of the shares will vest on July 15, 2022, and 1/36 of the remaining shares will vest on the fifteenth day of each calendar month from August 15, 2022 through July 15, 2025, in each case for so long as Mr. Sial provides continuous service to Brooklyn through the relevant vesting date.
The unvested portion of the RSU and the Time-Based Option will terminate upon the termination of Mr. Sial’s employment with Brooklyn for any reason, subject to certain vesting acceleration provisions upon a qualifying termination, as described in his employment agreement with Brooklyn. Unless earlier terminated in accordance with their terms, each of the RSU and the Time-Based Option will otherwise expire on the tenth anniversary of the grant date and be subject to the terms and conditions of the respective option agreement approved by Brooklyn. Each of the RSU and the Time-Based Option is intended to constitute an “employment inducement grant” in accordance with the employment inducement grant rules set forth in Section 711(a) of the NYSE American LLC Company Guide, and is offered as an inducement material to Mr. Sial in connection with Brooklyn’s hiring of Mr. Sial. Both of the equity awards described above were granted pursuant to the Company’s 2021 Inducement Stock Incentive Plan, which was not subject to stockholder approval.
Brooklyn is focused on exploring the role that cytokine, gene editing, and cell therapy can have in treating patients with cancer, blood disorders, and monogenic diseases.
Brooklyn’s most advanced program is IRX-2, a human cell-derived cytokine therapy, studying the safety and efficacy of IRX-2 in patients with head and neck cancer in Phase 2B. In a Phase 2A clinical trial in head and neck cancer, IRX-2 demonstrated an overall survival benefit. Additional studies are either underway or planned in other solid tumor cancer indications.
Brooklyn has multiple next-generation cell and gene-editing therapies in preclinical development for various indications including acute respiratory distress syndrome, solid tumor indications, as well as in vivo gene-editing therapies for rare genetic diseases. For more information about Brooklyn and its clinical programs, please visit www.BrooklynITx.com.