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): December 8, 2023

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 December 8, 2023, Eterna Therapeutics Inc. (the “Company”) issued a 6.0% promissory note with an aggregate principal amount of $1,500,000 (the “Promissory Note”) to Charles Cherington. The Promissory Note is a senior unsecured obligation of the Company and ranks equal in right of payment with all of the Company’s existing and future unsubordinated indebtedness. The Promissory Note matures on January 8, 2024, and it accrues interest at a rate of 6.0% per annum, payable at maturity.  The Company received the $1,500,000 pursuant to the Promissory Note on December 8, 2023.

The Promissory Note provides for customary events of default which include (subject in certain cases to customary grace and cure periods), among others, the following: the Company’s failure to pay any amounts due to the holder of the Promissory Note when due, breaches of any representation, warranty, covenant or other term or condition in the Promissory Note, and certain events of bankruptcy. Generally, if an event of default occurs and is continuing under the Promissory Note, the holder thereof may require the Company to repay all amounts due under the Promissory Note, including accrued and unpaid interest, immediately.

The foregoing description of the Promissory Note does not purport to be complete and is qualified in its entirety by reference to the full text of the Promissory Note, which is filed as Exhibit 4.1 to this Current Report on Form 8-K and incorporated herein by reference.
 
 
Item 2.03
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
 
The description of the Promissory Note contained in Item 1.01 of this Current Report on Form 8-K is hereby incorporated by reference in this Item 2.03.
 
Item 9.01
Financial Statements and Exhibits.

(d)
Exhibits

Exhibit
Description

6.0% Promissory Note, dated as of December 8, 2023, by and between Eterna Therapeutics Inc. and Charles Cherington.
104
Cover Page Interactive Data File (embedded within the Inline XBRL document).

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.

 
Eterna Therapeutics Inc.
   
Dated: December 14, 2023
By:
 /s/ Matthew Angel
   
Chief Executive Officer