Eterna Therapeutics Reports Material Agreement and Financial Obligations

TL;DR

ETRN entered a material agreement, took on debt, and sold equity on 9/24.

AI Summary

Eterna Therapeutics Inc. announced on September 24, 2024, that it entered into a Material Definitive Agreement. The company also reported the creation of a Direct Financial Obligation and obligations under an Off-Balance Sheet Arrangement. Additionally, Eterna Therapeutics disclosed Unregistered Sales of Equity Securities and other events.

Why It Matters

This filing indicates significant financial and contractual developments for Eterna Therapeutics, potentially impacting its financial health and strategic direction.

Risk Assessment

Risk Level: medium — The filing details material definitive agreements, financial obligations, and unregistered equity sales, which can introduce financial and operational risks.

Key Players & Entities

• Eterna Therapeutics Inc. (company) — Registrant
• September 24, 2024 (date) — Date of earliest event reported

FAQ

Key Financial Figures

• $0.005 — ch registered Common Stock, par value $0.005 per share ERNA The Nasdaq Stock Mar
• $1.1 million — gregate purchase price of approximately $1.1 million (or a purchase price of $0.75 per share
• $0.75 — ly $1.1 million (or a purchase price of $0.75 per share of common stock and $0.75 les
• $1.43 — December 2022 with an exercise price of $1.43 per share (the "December 2022 warrants"
• $8.7 million — re (the "December 2022 warrants"); (ii) $8.7 million in the aggregate principal amount of co
• $9.2 million — share (the "July 2023 warrants"); (iii) $9.2 million in the aggregate principal amount of co
• $1.00 — rough its maturity date, divided by (B) $1.00 (rounded up to the nearest whole number
• $3.9 million — egate principal amount of approximately $3.9 million of 12.0% senior convertible notes (the
• $0 — r common stock at a conversion price of $0.50, subject to customary adjustments fo

Filing Documents

• form8-k.htm (8-K) — 74KB
• ex10-1.htm (EX-10.1) — 232KB
• ex10-2.htm (EX-10.2) — 112KB
• ex10-3.htm (EX-10.3) — 84KB
• ex10-4.htm (EX-10.4) — 133KB
• ex10-5.htm (EX-10.5) — 149KB
• ex10-6.htm (EX-10.6) — 113KB
• ex10-7.htm (EX-10.7) — 52KB
• ex10-8.htm (EX-10.8) — 15KB
• 0001493152-24-038129.txt ( ) — 1337KB
• erna-20240924.xsd (EX-101.SCH) — 3KB
• erna-20240924_lab.xml (EX-101.LAB) — 33KB
• erna-20240924_pre.xml (EX-101.PRE) — 24KB
• form8-k_htm.xml (XML) — 4KB

From the Filing

UNITED 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 24, 2024 Eterna Therapeutics 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.) 1035 Cambridge Street , Suite 18A Cambridge , MA 02141 (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 ERNA 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 1.01 Entry into a Material Definitive Agreement. Private Placement of Common Stock On September 24, 2024, Eterna Therapeutics Inc. (the "Company," "we," "us," or "our") entered into a securities purchase agreement (the "SPA") with certain accredited investors, pursuant to which we agreed to sell to such investors, and such investors agreed to purchase from us, in a private placement (the "Common Stock Private Placement"), an aggregate of 1,516,997 shares of our common stock, par value $0.005 per share ( or, in lieu thereof, one pre-funded warrant to purchase one share of our common stock), for an aggregate purchase price of approximately $1.1 million (or a purchase price of $0.75 per share of common stock and $0.75 less $0.005 per pre-funded warrant). In addition to the satisfaction or waiver of customary conditions to closing, in order to comply with the rules and regulations of The Nasdaq Stock Market LLC ("Nasdaq"), the closing of the Common Stock Private Placement is subject to the approval by our stockholders of: (i) the issuance of the shares of our common stock and pre-funded warrants (and the issuance of shares of our common stock upon exercise of the pre-funded warrants) under the SPA; (ii) the issuance of shares of our common stock in connection with the Exchange Transactions (as such term is defined below); (iii) the issuance of shares of our common stock and/or pre-funded warrants upon conversion of the bridge notes (as defined below); and (iv) all transactions related thereto. The approval by our stockholders of the foregoing matters is referred to as the "Stockholder Approval." Each pre-funded warrant issued under the SPA will have an exercise price of $0.005 per share of common stock, subject to customary adjustments for stock dividends, stock splits, reclassifications and similar corporate events, will be exercisable at any time after issuance, and will not expire until exercised in full. A holder may not exercise their pre-funded warrant to the extent that the aggregate number of shares of our common stock beneficially owned by such holder, together with any other person whose beneficial ownership of our common stock would or could be aggregated with such holder's for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended (such other persons, "Attribution Parties"), immediately after such exercise would exceed 9.99% of the number of shares of our common stock then outstanding. Under the terms of the SPA, we are required to seek the Stockholder Approval at a stockholder meeting to be held not later than the later of November 15, 2024 or, if the preliminary proxy statement for such meeting is reviewed by the Securities and Exchange Commission, December 20, 2024. Under the terms of the SPA, in connection with the stockholder meeting and any adjournment or postponement thereof, our board of directors must recommend that our stockholders vote in favor of the proposal seeking the Stockholder Approval and neither our board of directors nor any committee thereof may withdraw or modif

View Full Filing

View this 8-K filing on SEC EDGAR