Brooklyn, NY – April 19, 2021 – Brooklyn ImmunoTherapeutics LLC (NYSE American: BTX) (“Brooklyn” or “the Company”), a biopharmaceutical company focused on exploring the role that cytokine-based therapy can have in treating patients with cancer, today announced that on 16 April 2021, Dr. Federoff was granted a nonqualified stock option covering 2,627,915 shares of Brooklyn’s common stock (the “Time-Based Option”).
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 16 April 2021. Of the shares covered by the Time-Based Option, 656,979 will vest on April 16, 2022, 54,748 will vest on the sixteenth day of each month from May 2022 through March 2025, and the remaining 54,756 will vest on April 16, 2025, in each case for so long as the Dr. Federoff provides continuous service to Brooklyn through the relevant vesting date.
Additionally, on 16 April 2021, Dr. Federoff was granted a nonqualified stock option covering 597,253 shares of Brooklyn’s common stock (the “Milestone Option”). The Milestone 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 16 April 2021. The Milestone Option will fully vest upon the first concurrence by the US Food and Drug Administration that a proposed investigation may proceed following review of a BTX filed investigational new drug application in connection with that certain license among Brooklyn, Factor Biosciences Therapeutics Limited and Eterna Therapeutics Limited. This milestone is subject to Dr. Federoff’s continuous service with Brooklyn through such vesting date.
The unvested portion of the Time-Based Option and the Milestone Option will terminate upon the termination of Dr. Federoff’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 Time-Based Option and the Milestone Option will otherwise expire on the 10th anniversary of their respective grant date and be subject to the terms and conditions of the respective option agreement approved by Brooklyn. Each of the Time-Based Option and the Milestone 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 Dr. Federoff in connection with Brooklyn’s hiring of Dr. Federoff and will be granted outside of Brooklyn’s shareholder-approved equity compensation plans.
Brooklyn is focused on exploring the role that cytokine-based therapy can have in treating patients with cancer, both as a single agent and in combination with other anti-cancer therapies. The company is also exploring opportunities to advance therapies using leading edge gene editing/cell therapy technology through its option agreement with Factor Bioscience/Eterna Therapeutics.
Brooklyn’s most advanced program is studying the safety and efficacy of IRX-2 in patients with head and neck cancer. 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.
For more information about Brooklyn and its clinical programs, please visit www.BrooklynITx.com.