Eterna Therapeutics Files 8-K with Key Corporate Updates

TL;DR

ETRN filed an 8-K on 10/29/24 covering material agreements, equity sales, and shareholder votes.

AI Summary

Eterna Therapeutics Inc. filed an 8-K on October 29, 2024, reporting on several key events. These include entering into a material definitive agreement, unregistered sales of equity securities, and submitting matters to a vote of security holders. The filing also covers other events and financial statements/exhibits.

Why It Matters

This 8-K filing provides crucial updates on Eterna Therapeutics' corporate activities, including agreements and equity sales, which could impact its financial standing and strategic direction.

Risk Assessment

Risk Level: medium — The filing involves unregistered sales of equity securities and material definitive agreements, which can indicate significant corporate actions and potential financial shifts.

Key Players & Entities

• Eterna Therapeutics Inc. (company) — Registrant
• October 29, 2024 (date) — Date of earliest event reported
• Delaware (jurisdiction) — State of Incorporation
• Brooklyn ImmunoTherapeutics, Inc. (company) — Former Company Name
• NTN BUZZTIME INC (company) — Former Company Name
• NTN COMMUNICATIONS INC (company) — Former Company Name

FAQ

Key Financial Figures

• $0.005 — ch registered Common Stock, par value $0.005 per share ERNA The Nasdaq Stock Mar
• $0.75 — r common stock) for a purchase price of $0.75 per share of common stock and $0.75 les
• $1.1 million — common stock. We received approximately $1.1 million in gross proceeds from the issuance of
• $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
• $3.0 million — terms of the bridge notes approximately $3.0 million of the principal amount of the bridge n
• $0.50 — ally converted at a conversion price of $0.50 into 6,244,237 shares of our common sto
• $0.9 million — s of our common stock and approximately $0.9 million of the principal amount of the bridge n
• $5.0717 — n stock (assuming a conversion price of $5.0717); (ii) except as described in the prece
• $2.5 million — orted stockholders' equity of less than $2.5 million as of December 31, 2023. The notice had
• $2.5 m — elieve our stockholders' equity exceeds $2.5 million, and at the hearing, we will pres

Filing Documents

• form8-k.htm (8-K) — 88KB
• ex10-1.htm (EX-10.1) — 102KB
• ex10-2.htm (EX-10.2) — 114KB
• ex10-3.htm (EX-10.3) — 109KB
• 0001493152-24-042902.txt ( ) — 660KB
• erna-20241029.xsd (EX-101.SCH) — 3KB
• erna-20241029_lab.xml (EX-101.LAB) — 33KB
• erna-20241029_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): October 29, 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. On October 29, 2024, at the closing of the Common Stock Private Placement (as such term is defined in Item 8.01), Eterna Therapeutics Inc. (the "Company," "we," "us," or "our") entered into a registration rights agreement with the investors in the Common Stock Private Placement. Under the terms of that agreement, we agreed to file a registration statement with the Securities and Exchange Commission on or prior to November 5, 2024 to register for resale the shares of our common stock issued at, and the shares of our common stock issuable upon exercise of the pre-funded warrants issued at, the closing of the Common Stock Private Placement. We are required to have such registration statement declared effective within 45 days after filing, or 60 days after filing if the registration statement is subject to a full review. Item 3.02 Unregistered Sales of Equity Securities. The information in Item 8.01 of this report related to the September 2024 Transactions (as such term is defined in Item 8.01) is incorporated by reference into this Item 3.02. The securities issued in connection with the closing of each of the September 2024 Transactions were exempt from the registration requirements of the Securities Act of 1933, as amended (the "Securities Act"), under Section 3(a)(9) of the Securities Act, Section 4(a)(2) of the Securities Act and/or Rule 506 of Regulation D of the Securities Act. Each of the investors in the Common Stock Private Placement and the Note Private Placement (as such terms are defined in Item 8.01) represented to the Company that it is an accredited investor within the meaning of Rule 501(a) of Regulation D and that it is acquiring the securities for investment only and not with a view towards, or for resale in connection with, the public sale or distribution thereof. Each party to an Exchange Agreement (as such term is defined in Item 8.01) represented to the Company that it has not paid or given, and will not pay or give, to any person, any commission or other remuneration, directly or indirectly, for soliciting the exchange of securities thereunder. None of the securities offered in the September 2024 Transactions were offered through any general solicitation by the Company or its representatives. This report is not an offer to sell or a solicitation of an offer to buy any of the securities described herein. Item 5.07 Submission of Matters to a Vote of Security Holders. On October 29, 2024, the Company held its 2024 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 : Each of director nominees identified below were elected to the Board of Directors of the Company to hold office until the Company's 2025 Annual Meeting of Stockholders or until their respective successors are elected and qualified, by the votes set forth below: Votes Votes Broker Director For Withheld Non-Votes James Bristol 2,667,48

View Full Filing

View this 8-K filing on SEC EDGAR