Eterna Therapeutics Inc

S-11 forms-1.htm

As filed with the U.S. Securities and Exchange Commission on November 5, 2024.

Registration Statement No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Eterna Therapeutics Inc.

(Exact name of registrant as specified in its charter)

1035 Cambridge Street, Suite 18A

Cambridge, MA 02141

(212) 582-1199

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Sanjeev Luther

President and Chief Executive Officer

Eterna Therapeutics Inc.

1035 Cambridge Street, Suite 18A

Cambridge, MA 02141

(212) 582-1199

(Name, address, including zip code, and telephone number, including area code, of agent for service)

**Approximate date of commencement of proposed sale to the public:**As soon as practicable after the effective date of this registration statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box: ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

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 7(a)(2)(B) of the Securities Act. ☐

The registrant is filing a combined prospectus in this registration statement pursuant to Rule 429 under the Securities Act of 1933 (the “Securities Act”) in order to satisfy the requirements of the Securities Act and the rules and regulations thereunder for this offering and the offering registered under the registrant’s registration statement on Form S-3 (File No. 333-276493) (the “January 2024 Registration Statement”), which was declared effective on January 22, 2024, and under the registrant’s registration statement on Form S-3 (File No. 333-273977) (the “August 2023 Registration Statement” and together with the January 2024 Registration Statement, the “Prior Registration Statements”)), which was declared effective on August 22, 2023. The combined prospectus in this registration statement, upon effectiveness, shall act as Post-Effective Amendment No. 1 on Form S-1 to each of the Prior Registration Statements and contains an updated prospectus relating to the resale of shares of the registrant’s common stock issued or issuable upon exercise of warrants and/or conversion of convertible notes the registrant issued in private placements consummated on December 2, 2022, July 14, 2023, December 15, 2023 and January 11, 2024 that were originally registered under the Prior Registration Statements.

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

EXPLANATORY NOTE

This prospectus forms a part of a registration statement on Form S-1, which registration statement also constitutes Post-Effective Amendment No. 1 on Form S-1 to the registrant’s registration statement on Form S-3 (File No. 333-276493) (the “January 2024 Registration Statement”), which was declared effective on January 22, 2024, and Post-Effective Amendment No. 1 on Form S-1 to the registrant’s registration statement on Form S-3 (File No. 333-273977) (the “August 2023 Registration Statement” and together with the January 2024 Registration Statement, the “Prior Registration Statements”)), which was declared effective on August 22, 2023, and is being filed pursuant to the undertakings in Item 17 of the Prior Registration Statements to update and supplement the information contained therein, as declared effective by the Securities and Exchange Commission on January 22, 2024 and August 22, 2023, respectively.

The information in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell nor does it seek an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

Eterna Therapeutics, Inc.

Up to 49,870,566 Shares of Common Stock

This prospectus relates to the offering and resale from time to time by the selling stockholders identified in this prospectus of up to 49,870,566 shares of our common stock, $0.005 par value per share, composed of:

For additional information regarding the transactions in which the securities described above were issued to the selling stockholders, see the sections of this prospectus titled “Prospectus Summary— Recent Events” and “Selling Stockholders.”

We are not selling any shares of common stock under this prospectus and we will not receive any proceeds from the sale by the selling stockholders of such shares. We will, however, receive the proceeds from the exercise of the warrant issued in the December 2022 private placement to the extent the exercise price is paid in cash.

Sales of the shares by the selling stockholders may occur at fixed prices, at market prices prevailing at the time of sale, at prices related to prevailing market prices or at negotiated prices. The selling stockholders may sell shares to or through underwriters, broker-dealers or agents, who may receive compensation in the form of discounts, concessions or commissions from the selling stockholders, the purchasers of the shares, or both. For more information about how the selling stockholders may sell their shares of common stock, see the section of this prospectus titled “Plan of Distribution.”

We are paying the cost of registering the shares of common stock covered by this prospectus as well as various related expenses. The selling stockholders are responsible for all broker or similar commissions related to the offer and sale of their shares.

Our common stock is listed on the Nasdaq Capital Market under the symbol “ERNA.” On October 31, 2024, the closing price of our common stock as reported on The Nasdaq Capital Market was $1.09.

We are a “smaller reporting company” as defined under federal securities law and we have elected to comply with certain reduced public company reporting requirements available to smaller reporting companies. See the section titled “Prospectus Summary— Implications of Being a Smaller Reporting Company.”

Investing in our securities involves a high degree of risk. You should review carefully the risks and uncertainties described under the heading “Risk Factors” on page 5 of this prospectus and any similar section contained in any amendment or supplement to this prospectus and under similar headings in the documents that are incorporated by reference into this prospectus.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus is , 2024

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