Eterna Therapeutics Inc. Files 2023 Annual Report on Form 10-K

TL;DR

<b>Eterna Therapeutics Inc. filed its 2023 10-K, detailing its operations and financial standing for the fiscal year ending December 31, 2023.</b>

AI Summary

Eterna Therapeutics Inc. (ERNAW) filed a Annual Report (10-K) with the SEC on March 14, 2024. Eterna Therapeutics Inc. filed its 2023 Form 10-K on March 14, 2024, reporting on the fiscal year ending December 31, 2023. The company was formerly known as Brooklyn ImmunoTherapeutics, Inc. (name change effective March 25, 2021). Eterna Therapeutics Inc. is classified under SIC code 2834 (Pharmaceutical Preparations). The company's business address is in Cambridge, MA, with a mailing address in San Diego, CA. The filing references a convertible debt agreement and an asset purchase agreement with Exacis.

Why It Matters

For investors and stakeholders tracking Eterna Therapeutics Inc., this filing contains several important signals. This 10-K filing provides a comprehensive overview of Eterna Therapeutics' financial performance, operational activities, and strategic direction for the past fiscal year, crucial for investors and stakeholders to assess the company's current health and future prospects. The inclusion of details regarding past company names and the specific SIC code helps in understanding the company's evolution and its position within the pharmaceutical industry.

Risk Assessment

Risk Level: medium — Eterna Therapeutics Inc. shows moderate risk based on this filing. The company's financial status and operational details are complex, and the filing indicates a history of name changes and specific agreements like convertible debt and asset purchases, suggesting potential complexities or past restructuring that warrant careful review.

Analyst Insight

Investors should review the detailed financial statements and risk factors in the 10-K to understand Eterna Therapeutics' current financial health and strategic initiatives.

Key Numbers

• 2023-12-31 — Fiscal Year End (Reporting period)
• 2024-03-14 — Filing Date (Date of submission)
• 2834 — SIC Code (Pharmaceutical Preparations)
• 2021-03-25 — Name Change Date (From Brooklyn ImmunoTherapeutics, Inc.)

Key Players & Entities

• Eterna Therapeutics Inc. (company) — Filer name
• Brooklyn ImmunoTherapeutics, Inc. (company) — Former company name
• NTN BUZZTIME INC (company) — Former company name
• NTN COMMUNICATIONS INC (company) — Former company name
• Lincoln Park Capital Fund LLC (company) — Mentioned in relation to agreements
• Exacis (company) — Mentioned in relation to asset purchase agreement

FAQ

Risk Factors

• Financial Condition and Liquidity [high — financial]: The company's ability to continue as a going concern is dependent on its ability to secure additional financing and achieve profitability.
• Regulatory Risks [high — regulatory]: The development and commercialization of pharmaceutical products are subject to extensive regulatory review and approval processes by agencies such as the FDA.
• Market Acceptance and Competition [medium — market]: The success of the company's products depends on market acceptance and its ability to compete with established pharmaceutical companies.
• Dependence on Key Personnel [medium — operational]: The company's success may depend on the continued service of its key management and scientific personnel.

Key Dates

• 2023-12-31: Fiscal Year End — End of the reporting period for the 10-K.
• 2024-03-14: Filing Date — Date the 10-K was officially filed with the SEC.
• 2021-03-25: Company Name Change — Date Eterna Therapeutics Inc. was formerly known as Brooklyn ImmunoTherapeutics, Inc.

Key Financial Figures

• $0.005 — ange on Which Registered Common Stock, $0.005 par value ERNA Nasdaq Capital Marke
• $6.0 million — dditional five years if we pay at least $6.0 million to Factor Limited from fees from sublic
• $0.4 million — onthly maintenance fee of approximately $0.4 million. We may terminate the A&R Factor Licens

Filing Documents

• ef20015352_10k.htm (10-K) — 2426KB
• ef20015352_ex3-1.htm (EX-3.1) — 58KB
• ef20015352_ex10-13b.htm (EX-10.13(B)) — 62KB
• ef20015352_ex10-13c.htm (EX-10.13(C)) — 54KB
• ef20015352_ex10-14b.htm (EX-10.14(B)) — 65KB
• ef20015352_ex10-14c.htm (EX-10.14(C)) — 53KB
• ef20015352_ex10-16.htm (EX-10.16) — 69KB
• ef20015352_ex21-1.htm (EX-21.1) — 2KB
• ef20015352_ex23-1.htm (EX-23.1) — 3KB
• ef20015352_ex31-1.htm (EX-31.1) — 9KB
• ef20015352_ex31-2.htm (EX-31.2) — 9KB
• ef20015352_ex32-1.htm (EX-32.1) — 4KB
• ef20015352_ex32-2.htm (EX-32.2) — 4KB
• ef20015352_ex97.htm (EX-97) — 43KB
• image00007.jpg (GRAPHIC) — 3KB
• 0001140361-24-013254.txt (&nbsp;) — 12278KB
• erna-20231231.xsd (EX-101.SCH) — 95KB
• erna-20231231_cal.xml (EX-101.CAL) — 98KB
• erna-20231231_def.xml (EX-101.DEF) — 468KB
• erna-20231231_lab.xml (EX-101.LAB) — 1204KB
• erna-20231231_pre.xml (EX-101.PRE) — 738KB
• ef20015352_10k_htm.xml (XML) — 1661KB

Risk Factors

Risk Factors 14 1B. Unresolved Staff Comments 36 1C. Cybersecurity 36 2.

Legal Proceedings

Legal Proceedings 37 4. Mine Safety Disclosures 37 Part II 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 38 6. [Reserved] 38 7.

Management's Discussion and Analysis of Financial Condition and Results of Operations

Management's Discussion and Analysis of Financial Condition and Results of Operations 38 7A.

Quantitative and Qualitative Disclosures About Market Risk

Quantitative and Qualitative Disclosures About Market Risk 47 8.

Financial Statements and Supplementary Data

Financial Statements and Supplementary Data 47 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 47 9A.

Controls and Procedures

Controls and Procedures 47 9B. Other Information 48 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections 48 Part III 10. Directors, Executive Officers and Corporate Governance 49 11.

Executive Compensation

Executive Compensation 51 12.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 59 13. Certain Relationships and Related Transactions, and Director Independence 63 14. Principal Accountant Fees and Services 63 Part IV 15. Exhibits and Financial Statement Schedules 65 16. Form 10-K Summary 67

Signatures

Signatures 68 Index to Financial Statements and Schedule F-1 i Table of Contents CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS This Annual Report on Form 10-K contains "forward-looking statements" as that term is defined under the Private Securities Litigation Reform Act of 1995 ("PSLRA"), Section 27A of the Securities Act of 1933, as amended (the "Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Forward-looking statements include statements related to future events, results, performance, prospects and opportunities, including statements related to our strategic plans, capital needs, and our financial position. Forward-looking statements are based on information currently available to us, on our current expectations, estimates, forecasts, and projections about the industries in which we operate and on the beliefs and assumptions of management. Forward looking statements often contain words such as "expects," "anticipates," "could," "targets," "projects," "intends," "plans," "believes," "seeks," "estimates," "may," "will," "would," and similar expressions. In addition, any statements that refer to projections of our future financial performance, our anticipated growth and trends in our business, and other characterizations of future events or circumstances, are forward-looking statements. Forward-looking statements by their nature address matters that are, to different degrees, subject to risks and uncertainties that could cause actual results to differ materially and adversely from those expressed in any forward-looking statements. For us, particular factors that might cause or contribute to such differences include those identified in the "Summary of Principal Risk Factors" below and the other risks and uncertainties described in Part I, Item 1A "Risk Factors" of this Annual Report on Form 10-K and described in other documents we file from time to time with the Securities and Exchange Comm

Business

Business Overview We are a life science company committed to realizing the potential of mRNA cell engineering to provide patients with transformational new medicines. We have in-licensed a portfolio of over 100 patents covering key mRNA cell engineering technologies, including technologies for mRNA cell reprogramming, mRNA gene editing, the NoveSlice TM and UltraSlice TM gene-editing proteins, and the ToRNAdo TM mRNA delivery system, which we collectively refer to as our "mRNA technology platform." We refer to aspects of our mRNA technology platform as "mRNA delivery," "mRNA gene editing" and "mRNA cell reprogramming." We license our mRNA technology platform from Factor Bioscience Limited ("Factor Limited") under an exclusive license agreement. Objectives and Business Strategy We believe that our proprietary technology platform can be used to develop novel pharmaceutical products to treat a broad range of diseases and address unmet medical needs. In the short term, we are planning to derive revenue by leveraging our core intellectual property ("IP") portfolio by licensing to our IP third parties in out-licensing or co-development arrangements. In addition, we are also planning to enhance our developmental activities through preclinical studies in selected indications. In the mid-term, we are planning to transform our preclinical stage company into a clinical-stage company through IND-enabling studies, IND approval, and initiation of our first-in-human study. After achieving the initial milestones, we'll seek to diversify our pipeline of product candidates and strengthen the mRNA technology platform with the goal of generating IND applications each year. In the long term, we aspire to become a therapeutics company with multiple approved gene and cellular therapy products across multiple indications in oncology, autoimmune diseases, and rare diseases. As discussed in more detail below, following receipt in June 2022 of the results from the INSPIRE phase 2 tr

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View this 10-K filing on SEC EDGAR