Eterna Therapeutics Inc
For the period ended Dec 31, 2023. Filed Mar 14, 2024.
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FY2023 · Filed Mar 14, 2024
ERNA$2.01-2.0%Stored close · as of Nov 10, 2026
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Item 15. Exhibits and Financial Statement Schedules
| ITEM 15. | Exhibits, Financial Statement Schedules |
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(a) The following documents are filed as a part of this Annual Report on Form 10-K:
(1) Consolidated Financial Statements. The consolidated financial statements of the Company and its consolidated subsidiaries are set forth in the “Index to Consolidated Financial Statements” on page F-1.
(2) Financial Statement Schedules. None
(3) Exhibits. The following exhibits are submitted with this Annual Report on Form 10-K or, where indicated, incorporated by reference to other filings.
| Exhibit | Description | Incorporated By Reference |
| Plans of Acquisition | ||
|---|---|---|
| 2.1 | Asset Purchase Agreement, dated April 26, 2023, by and among Eterna Therapeutics Inc., Exacis Biotherapeutics Inc., the stockholders party thereto and, with respect to certain provisions, Factor Bioscience Limited. | Exhibit 10.1 to Form 8-K filed on May 2, 2023 |
| Articles of Incorporation and Bylaws | ||
| 3.1 | Composite Restated Certificate of Incorporation of the Company | Filed herewith. |
| 3.2 | Second Amended and Restated Bylaws of the Company | Exhibit 3.2 to Form 8-K filed on October 11, 2022 |
| 3.3 | Certificate of Validation of Eterna Therapeutics Inc., as filed with the Secretary of State of the State of Delaware on September 3, 2021 | Exhibit 3.1 to Form 8-K filed on September 13, 2021 |
| Instruments Defining Rights of Security Holders | ||
| 4.1 | Description of Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934 | Exhibit 4.1 to Form 10-K filed on April 15, 2022 |
| Material Contracts | ||
| 10.1(a) | Securities Purchase Agreement, dated as of March 6, 2022, between Eterna Therapeutics Inc. and the purchaser party thereto | Exhibit 10.1 to Form 8-K filed on March 9, 2022 |
| 10.1(b) | Registration Rights Agreement, dated as of March 6, 2022, between Eterna Therapeutics Inc. and the purchaser party thereto | Exhibit 10.4 to Form 8-K filed on March 9, 2022 |
| 10.1(c) | Form of Pre-Funded Warrant (March 2022) | Exhibit 10.2 to Form 8-K filed on March 9, 2022 |
| 10.1(d) | Form of Common Stock Warrant (March 2022) | Exhibit 10.3 to Form 8-K filed on March 9, 2022 |
| 10.2(a) | Securities Purchase Agreement, dated as of November 23, 2022, by and among Eterna Therapeutics Inc. and the purchasers party thereto | Exhibit 10.1 to Form 8-K filed on November 25, 2022 |
| 10.2(b) | Form of Warrant (November 2022) | Exhibit 10.1 to Form 8-K filed on December 5, 2022 |
| 10.2(c) | Registration Rights Agreement, dated as of December 2, 2022, by and among Eterna Therapeutics Inc. and the purchasers party thereto | Exhibit 10.2 to Form 8-K filed on December 5, 2022 |
| 10.3(a) | Registration Rights Agreement, dated as of April 5, 2023, by and between Eterna Therapeutics Inc. and Lincoln Park Capital Fund, LLC | Exhibit 10.2 to Form 8-K filed on April 11, 2023 |
| 10.3(b) | Purchase Agreement, dated as of April 5, 2023, by and between Eterna Therapeutics Inc. and Lincoln Park Capital Fund, LLC | Exhibit 10.1 to Form 8-K filed on April 11, 2023 |
| 10.4(a) | Securities Purchase Agreement, dated as of July 13, 2023, by and among Eterna Therapeutics Inc. and the purchasers party thereto. | Exhibit 10.1 to Form 8-K filed on July 18, 2023 |
| 10.4(b) | Registration Rights Agreement, dated as of July 13, 2023, by and among Eterna Therapeutics Inc. and the purchasers party thereto. | Exhibit 10.4 to Form 8-K filed on July 18, 2023 |
| 10.4(c) | Form of 6% Senior Convertible Note (July 2023) | Exhibit 10.2 to Form 8-K filed on July 18, 2023 |
| 10.4(d) | Form of Common Stock Purchase Warrant (July 2023) | Exhibit 10.3 to Form 8-K filed on July 18, 2023 |
| 10.5(a)# | Securities Purchase Agreement, dated as of December 14, 2023, by and among Eterna Therapeutics Inc. and the purchasers party thereto. | Exhibit 10.1 to Form 8-K filed on December 20, 2023 |
| 10.5(b) | Registration Rights Agreement, dated as of December 14, 2023, by and among Eterna Therapeutics Inc. and the parties thereto. | Exhibit 10.2 to Form 8-K filed on December 20, 2023 |
| 10.5(c) | Form of 12.0% Senior Convertible Note (December 2023 and January 2024) | Exhibit 4.1 to Form 8-K filed on December 20, 2023 |
| 10.5(d) | Form of Warrant (December 2023 and January 2024) | Exhibit 4.2 to Form 8-K filed on December 20, 2023 |
| 10.6**^ | Amended and Restated Exclusive License Agreement, dated November 14, 2023, by and between Factor Bioscience Limited and Eterna Therapeutics Inc. | Exhibit 10.1 to Form 8-K filed on November 16, 2023 |
| 10.7 | Master Services Agreement, dated September 9, 2022, by and between Factor Bioscience Inc. and Eterna Therapeutics Inc. | Exhibit 10.1 to Form 8-K filed on September 15, 2022 |
| 10.8* | Offer Letter, dated December 30, 2022, by and among Eterna Therapeutics Inc. and Dr. Matthew Angel | Exhibit 10.1 to Form 8-K filed on January 4, 2023 |
| 10.9(a) | Agreement to Assign Space Lease dated March 5, 2022 between Eterna Therapeutics LLC and Regen Lab USA LLC. | Exhibit 10.5 to Form 10-Q filed on July 1, 2022 |
| 10.9(b) | Assignment and Assumption of Lease dated March 25, 2022 between Eterna Therapeutics LLC and Regen Lab USA LLC | Exhibit 10.6 to Form 10-Q filed on July 1, 2022 |
| 10.10 | Sublease Agreement, dated October 18, 2022, by and between E.R. Squibb & Sons, LLC and Eterna Therapeutics Inc. | Exhibit 10.16 to Form 10-K filed on March 20, 2023 |
| 10.11(a)* | Amended and Restated Executive Employment Agreement, dated as of May 10, 2022, by and between Eterna Therapeutics Inc. and Andrew Jackson | Exhibit 10.1 to Form 8-K filed on May 31, 2022 |
| 10.11(b)* | Separation Agreement and General Release, dated May 2, 2023, by and between Eterna Therapeutics Inc. and Andrew Jackson. | Exhibit 10.1 to Form 8-K filed on May 5, 2023 |
| 10.12* | Employment Agreement, dated as of December 19, 2023, by and among Eterna Therapeutics Inc. and Sanjeev Luther. | Exhibit 10.3 to Form 8-K filed on December 20, 2023 |
| 10.13(a)* | Eterna Therapeutics Inc. 2021 Inducement Stock Incentive Plan (the “2021 Inducement Plan”) | Exhibit 10.3 to Form 8-K filed on May 26, 2021 |
| 10.13(b)* | Form of Stock Option Inducement Award for issuances under the 2021 Inducement Plan | Filed herewith |
| 10.13(c)* | Form of Restricted Stock Unit Inducement Award for issuances under the 2021 Inducement Plan | Filed herewith |
| 10.14(a)* | Eterna Therapeutics Inc. Restated 2020 Stock Incentive Plan (the “Restated 2020 Plan”) | Exhibit 99.1 to Form 8-K filed on September 13, 2021 |
| 10.14(b)* | Form of Stock Option Inducement Award for issuances under the Restated 2020 Plan | Filed herewith |
| 10.14(c)* | Form of Restricted Stock Unit Inducement Award for issuances under the Restated 2020 Plan | Filed herewith |
| 10.15* | Inducement Stock Option Award Agreement entered into with Sanjeev Luther | Exhibit 99.1 to Form S-8 filed on January 16, 2024 |
| 10.16* | Employment Agreement, effective January 1, 2023, by and among Eterna Therapeutics Inc. and Dorothy Clarke. | Filed herewith |
| 10.17* | Employment Agreement, dated June 16, 2021, by and among Eterna Therapeutics Inc. and Sandra Gurrola. | Exhibit 10.1 to Form 8-K filed on June 21, 2021 |
| 10.18 | Form of indemnification agreement for directors and officers | Exhibit 10.1 to Form 8-K filed on April 16, 2021 |
| 21.1 | Subsidiaries of the Company | Filed herewith |
| 23.1 | Consent of the Independent Registered Accounting Firm, Grant Thornton LLP | Filed herewith |
| 31.1 | Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | Filed herewith |
| 31.2 | Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | Filed herewith |
| 32.1 | Certification of Principal Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | Furnished herewith |
| 32.2 | Certification of Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | Furnished herewith |
| 97 | Eterna Therapeutics Inc. Clawback Policy | Filed herewith |
| 101.INS | Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document) | Filed herewith |
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document | Filed herewith |
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document | Filed herewith |
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document | Filed herewith |
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document | Filed herewith |
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document | Filed herewith |
| 104 | Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101) |
| * | Indicates management contract or compensatory plan. |
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| ** | Pursuant to Item 601(a)(5) of Regulation S-K, schedules and similar attachments to this exhibit have been omitted because they do not contain information material to an investment or voting decision and such information is not otherwise disclosed in such exhibit. The Company will supplementally provide a copy of any omitted schedule or similar attachment to the U.S. Securities and Exchange Commission or its staff upon request. |
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| # | Pursuant to Regulation S-K Item 601(b)(2), certain exhibits and schedules to this exhibit have been omitted. The Company agrees to furnish supplementally a copy of any omitted exhibit or schedule to the SEC upon its request. |
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| ^ | Pursuant to Item 601(b)(10) of Regulation S-K, certain confidential portions of this exhibit were omitted by means of marking such portions with an asterisk because such information is both not material and is the type that the Company treats as private or confidential. |
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