UNITED STATES

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): July 6, 2023

Eterna Therapeutics Inc.

(Exact Name of Registrant as Specified in its Charter)

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:

Securities registered pursuant to Section 12(b) of the Act:

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. ☐

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Departure of Certain Directors

On July 6, 2023, the Board appointed Mr. Brant C. Binder and Dr. Richard W. Wagner as directors, with effect immediately following the effectiveness of the resignations of Messrs. Singer and Cherington, to fill the vacancies on the Board created thereby. Each of Mr. Binder and Dr. Wagner will serve as a member of the Board until the Company’s 2024 Annual Meeting of Stockholders and until his successor is duly elected or appointed and qualified or his earlier death, resignation or removal.

Mr. Binder, 56 years old, serves as the President and co-founder of Bonito Biosciences, Inc. From May 2019 to April 2021, Mr. Binder co-founded and served as President of ZebiAI Therapeutics, Inc. Previously, from June 2015 to December 2016, Mr. Binder served as a consultant for Juno Therapeutics Inc. From June 2013 to April 2021, Mr. Binder was Chief Executive Officer and co-founder of Psy Therapeutics, Inc., a company that discovers and develops novel medicines to improve the lives of people affected by central nervous system disorders. Mr. Binder served as Chief Executive Officer and President of X-BODY Biosciences., a privately held biotechnology company, from December 2008 until its acquisition by Juno Therapeutics Inc. in June 2015. From September 2009 to September 2014, Mr. Binder served as director and co-founder of X-Chem, Inc. Previously, from 2001 to 2011, Mr. Binder served as Chief Executive Officer and co-founder of SRU Biosystems, a life science company that developed novel optical technologies for rapidly analyzing the interactions of cells, proteins, genomic, peptide, antibody, or small molecule compound libraries against a wide range of biochemical targets. From 1996 to 2000, Mr. Binder served as Vice-President, Private Equity and Emerging Markets, Venture Capital, for TCW Group (formerly known as Trust Company of the West), an institutional asset management firm. Mr. Binder also served as Vice-President, Fixed Income Derivative/Exotic Options at Bankers Trust from 1989 to 1994.

Dr. Wagner, 62 years old, serves as the Chief Executive Officer of Bonito Biosciences, Inc., an oligonucleotide drug discovery company that Dr. Wagner co-founded in June 2022. From May 2019 to April 2021, Dr. Wagner co-founded and was the Chief Executive Officer of ZebiAI Therapeutics, Inc., a drug discovery company working with Google to utilize machine learning to discover novel small molecule drugs, which was sold to Relay Therapeutics (NASDAQ: RLAY). From January 2016 to December 2020, Dr. Wagner was the founder and Chief Executive Officer of X-Rx, Inc., a clinical stage biotechnology company that discovered and developed small molecule medicines in inflammation, fibrosis, and oncology.  X-Rx, Inc. was a spin-off of X-Chem, Inc., a leader in DNA-encoded library technology and drug discovery, also founded and led by Dr. Wagner as Chief Executive Officer in February 2009 and sold to GHO Capital in June 2020.  From July 2008 to June 2015, Dr. Wagner co-founded and was Executive Chairman of X-BODY, Inc., an antibody discovery company that was sold to Juno Therapeutics Inc. for CAR-T cell applications.

Mr. Binder and Dr. Wagner will participate in the standard non-employee director compensation arrangements described under the heading “Director Compensation” contained in the Company’s Definitive Proxy Statement on Schedule 14A filed with SEC on May 5, 2023.

Committee Assignments

The Board appointed each of Mr. Binder and Dr. Wagner to serve as a member of the (i) Audit Committee, (ii) Compensation Committee and (iii) Nominating and Corporate Governance Committee, following which the entirety of each of the foregoing committees comprises Mr. Binder, Dr. Wagner and William Wexler, all of whom are independent under applicable SEC rules and the rules of the Nasdaq Stock Market.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

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