ERNA SEC Filings - Ernexa Therapeutics Inc.- Annual Report, Proxy Statement, Prospectus

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CIK

748592

SEC Filings

All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis. These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Ernexa Therapeutics Inc.

SEC Filings (Chronological Order)

This page provides a complete, chronological list of SEC Filings, excluding ownership filings which we provide elsewhere.

August 13, 2025	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-11460 Ernexa The
July 7, 2025	EX-16.1	Grant Thornton, LLP letter . Exhibit 16.1 July 7, 2025 U.S. Securities and Exchange Commission Office of the Chief Accountant 100 F Street, NE Washington, DC 20549 Re: Ernexa Therapeutics Inc. File No. 001-11460 Dear Sir or Madam: We have read Item 4.01 of Form 8-K of Ernexa Therapeutics Inc. dated June 30, 2025, and agree with the statements concerning our Firm contained therein. Very truly yours, /s/ Grant Thornton LLP
July 7, 2025	8-K	Changes in Registrant's Certifying Accountant, Financial Statements and Exhibits 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): June 30, 2025 Ernexa Therapeutics Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-11460 31-1103425 (State or Other Jurisdiction of Incorporation) (Commission
June 18, 2025	424B3	Ernexa Therapeutics Inc. 3,803,279 Shares of Common Stock Filed pursuant to Rule 424(b)(3) Under the Securities Act of 1933, as amended Registration No.
June 16, 2025	CORRESP	Ernexa Therapeutics Inc. 1035 Cambridge Street, Suite 18A Cambridge, MA 02141 Ernexa Therapeutics Inc. 1035 Cambridge Street, Suite 18A Cambridge, MA 02141 June 16, 2025 Securities and Exchange Commission Division of Corporation Finance 100 F Street N.E. Washington, D.C. 20549 Re: Ernexa Therapeutics Inc. Registration Statement on Form S-3 Filed June 11, 2025 File No. 333-287954 Ladies and Gentlemen: Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amen
June 12, 2025	EX-3.1	Certificate of Amendment to the Company’s Restated Certificate of Incorporation, filed June 10, 2025 (Reverse Stock Split) Exhibit 3.1 CERTIFICATE OF AMENDMENT OF RESTATED CERTIFICATE OF INCORPORATION OF ernexa therapeutics Inc. Ernexa Therapeutics Inc. (the “Corporation”), a Delaware corporation, does hereby certify that: 1. The certificate of incorporation of the Corporation is hereby amended by adding the following paragraph to the end of Article IV thereof: “Effective immediately upon the effectiveness of the Cert
June 12, 2025	8-K	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): June 12, 2025 Ernexa Therapeutics 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): June 12, 2025 Ernexa Therapeutics Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-11460 31-1103425 (State or Other Jurisdiction of Incorporation) (Commission
June 11, 2025	EX-FILING FEES	Filing Fee Table. Exhibit 107 Calculation of Filing Fee Tables Form S-8 Ernexa Therapeutics Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Security Class Amount Proposed Maximum Aggregate Offering Price Per Fee Calculation Maximum Aggregate Offering Fee Amount of Registration Type Title Registered(1) Share(2) Rule Price Rate Fee Equity Common Stock 2,569,29
June 11, 2025	EX-FILING FEES	Calculation of Filing Fee Tables Exhibit 107 Calculation of Filing Fee Tables Form S-3 Ernexa Therapeutics Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Amount Registered(1) Proposed Maximum Aggregate Offering Price Per Share(2) Fee Calculation Rule Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Fees to Be Paid Equity Commo
June 11, 2025	S-8	As filed with the Securities and Exchange Commission on June 11, 2025 As filed with the Securities and Exchange Commission on June 11, 2025 Registration No.
June 11, 2025	S-3	As filed with the Securities and Exchange Commission on June 11, 2025 As filed with the Securities and Exchange Commission on June 11, 2025 Registration No.
June 9, 2025	8-K	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): June 9, 2025 Ernexa Therapeutics 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): June 9, 2025 Ernexa Therapeutics Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-11460 31-1103425 (State or Other Jurisdiction of Incorporation) (Commission F
June 2, 2025	8-K	Financial Statements and Exhibits, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Submission of Matters to a Vote of Security Holders 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): June 2, 2025 Ernexa Therapeutics Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-11460 31-1103425 (State or Other Jurisdiction of Incorporation) (Commission F
June 2, 2025	EX-3.2	Certificate of Amendment to the Company’s Restated Certificate of Incorporation, filed June 2, 2025 (Written Consent) Exhibit 3.2 CERTIFICATE OF AMENDMENT OF RESTATED CERTIFICATE OF INCORPORATION OF ernexa therapeutics Inc. Ernexa Therapeutics Inc. (the “Corporation”), a Delaware corporation, does hereby certify that: 1. Article X of the restated certificate of incorporation is hereby amended and restated in its entirety to read as follows: Reserved. 2. The amendment set forth in this Certificate of Amendment has
June 2, 2025	EX-3.1	Certificate of Amendment to the Company’s Restated Certificate of Incorporation, filed June 2, 2025 (Authorized Shares) Exhibit 3.1 CERTIFICATE OF AMENDMENT OF RESTATED CERTIFICATE OF INCORPORATION OF ernexa therapeutics Inc. Ernexa Therapeutics Inc. (the “Corporation”), a Delaware corporation, does hereby certify that: 1. The first sentence of Article IV of the restated certificate of incorporation is hereby amended and restated in its entirety to read as follows: “The total number of shares of stock which the Cor
May 7, 2025	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-11460 Ernexa Th
April 29, 2025	424B3	Ernexa Therapeutics Inc. 10,443,752 Shares of Common Stock Filed pursuant to Rule 424(b)(3) Under the Securities Act of 1933, as amended Registration No.
April 25, 2025	CORRESP	Ernexa Therapeutics Inc. 1035 Cambridge Street, Suite 18A Cambridge, MA 02141 Ernexa Therapeutics Inc. 1035 Cambridge Street, Suite 18A Cambridge, MA 02141 April 25, 2025 Securities and Exchange Commission Division of Corporation Finance 100 F Street N.E. Washington, D.C. 20549 Re: Ernexa Therapeutics Inc. Registration Statement on Form S-3 Filed April 16, 2025 File No. 333-286581 Ladies and Gentlemen: Pursuant to Rule 461 promulgated under the Securities Act of 1933, as am
April 16, 2025	EX-FILING FEES	Calculation of Filing Fee Tables Exhibit 107 Calculation of Filing Fee Tables Form S-3 Ernexa Therapeutics Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Security Class Amount Proposed Maximum Aggregate Offering Price Per Fee Calculation Maximum Aggregate Offering Fee Amount of Registration Type Title Registered(1) Share(2) Rule Price Rate Fee Fees to Be Paid Equity Commo
April 16, 2025	S-3	As filed with the Securities and Exchange Commission on April 16, 2025 As filed with the Securities and Exchange Commission on April 16, 2025 Registration No.
April 14, 2025	DEF 14A	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitiv
April 3, 2025	EX-10.2	Registration Rights Agreement Exhibit 10.2 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this “Agreement”) is made and entered into as of March 31, 2025, between Ernexa Therapeutics Inc., a Delaware corporation (the “Company”), and each of the purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”). This Agreement is made pursuant to the Securities Purchase Agree
April 3, 2025	EX-10.1	Securities Purchase Agreement Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of March 31, 2025, between Ernexa Therapeutics Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and permitted assigns, a “Purchaser” and collectively, the “Purchasers”). WHEREAS, subject to the terms an
April 3, 2025	PRE 14A	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitiv
April 3, 2025	EX-10.3	Form of Pre-Funded Warrant Exhibit 10.3 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGIST
April 3, 2025	8-K	Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Shareholder Director Nominations, Financial Statements and Exhibits 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): March 31, 2025 Ernexa Therapeutics Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-11460 31-1103425 (State or Other Jurisdiction of Incorporation) (Commission
March 26, 2025	EX-3.1	Certificate of Amendment to the Company’s Restated Certificate of Incorporation, effective March 26, 2025 (Name Change). Exhibit 3.1 CERTIFICATE OF AMENDMENT OF RESTATED CERTIFICATE OF INCORPORATION OF ETERNA THERAPEUTICS INC. Eterna Therapeutics Inc. (the “Corporation”), a Delaware corporation, does hereby certify that: 1. The certificate of incorporation of the Corporation is hereby amended by deleting Article I thereof in its entirety and inserting the following in lieu thereof: “The name of the corporation (the
March 26, 2025	8-K	Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits 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): March 26, 2025 Ernexa Therapeutics Inc. (Exact Name of Registrant as Specified in its Charter) Eterna Therapeutics Inc. (Former name or former address, if changed since last report.)
March 26, 2025	EX-3.2	Third Amended and Restated Bylaws of the Company Exhibit 3.2 BYLAWS OF ERNEXA THERAPEUTICS INC. (as amended and restated through March 26, 2025) THIRD AMENDED AND RESTATED BYLAWS OF ERNEXA THERAPEUTICS INC. Effective March 26, 2025 CORPORATE OFFICES 1.1 Registered Office. The registered office of the Corporation shall be in the City of Wilmington, County of New Castle, State of Delaware. The name of the registered agent of the Corporation at suc
March 24, 2025	8-K	Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Financial Statements and Exhibits 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): March 20, 2025 Eterna Therapeutics Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-11460 31-1103425 (State or Other Jurisdiction of Incorporation) (Commission
March 24, 2025	EX-10.1	Promissory note, dated as March 20, 2025, between Eterna Therapeutics Inc. and Charles Cherington Exhibit 10.1 PROMISSORY NOTE $750,000.00 March 20, 2025 FOR VALUE RECEIVED, and subject to the terms and conditions set forth herein, ETERNA THERAPEUTICS INC, a Delaware corporation (the “Maker”), hereby unconditionally promises to pay to the order of Charles Cherington or his assigns (the “Noteholder,” and together with the Maker, the “Parties”), the principal amount of $750,000.00 (the “Loan”),
March 12, 2025	EX-19	Insider Trading Policy Exhibit 19 ETERNA THERAPEUTICS Inc. SECURITIES TRADING POLICY (Compliance with U.S. Securities Laws and Security Trading) This Securities Trading Policy (this “Policy”) contains the following sections: 1.0 General 2.0 Definitions 3.0 Statement of Policy 4.0 Certain Exceptions 5.0 Special Blackout Periods, Pre-clearance of Trades and Other Procedures 6.0 10b5-1 Plans/Margin Accounts and Pledges/Sho
March 12, 2025	8-K	Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Financial Statements and Exhibits 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): March 11, 2025 Eterna Therapeutics Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-11460 31-1103425 (State or Other Jurisdiction of Incorporation) (Commission
March 12, 2025	10-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 1-11460 Eterna Therapeuti
March 12, 2025	EX-10.1	Promissory note, dated as March 11, 2025, between Eterna Therapeutics Inc. and Charles Cherington Exhibit 10.1 PROMISSORY NOTE $1,500,000.00 March 11, 2025 FOR VALUE RECEIVED, and subject to the terms and conditions set forth herein, ETERNA THERAPEUTICS INC, a Delaware corporation (the “Maker”), hereby unconditionally promises to pay to the order of Charles Cherington or his assigns (the “Noteholder,” and together with the Maker, the “Parties”), the principal amount of $1,500,000.00 (the “Loan
February 13, 2025	8-K	Shareholder Director Nominations 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): February 7, 2025 Eterna Therapeutics Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-11460 31-1103425 (State or Other Jurisdiction of Incorporation) (Commissi
January 10, 2025	8-K	Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing 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): January 3, 2025 Eterna Therapeutics Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-11460 31-1103425 (State or Other Jurisdiction of Incorporation) (Commissio
January 3, 2025	8-K	Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing 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 30, 2024 Eterna Therapeutics Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-11460 31-1103425 (State or Other Jurisdiction of Incorporation) (Commiss
November 18, 2024	424B3	EXPLANATORY NOTE EXPLANATORY NOTE This prospectus forms a part of a registration statement on Form S-1, which registration statement also constitutes Post-Effective Amendment No.
November 18, 2024	424B3	EXPLANATORY NOTE EXPLANATORY NOTE This prospectus forms a part of a registration statement on Form S-1, which registration statement also constitutes Post-Effective Amendment No.
November 18, 2024	424B3	EXPLANATORY NOTE EXPLANATORY NOTE This prospectus forms a part of a registration statement on Form S-1, which registration statement also constitutes Post-Effective Amendment No.
November 13, 2024	CORRESP	Eterna Therapeutics Inc. 1035 Cambridge Street, Suite 18A Cambridge, MA 02141 (212) 582-1199 Eterna Therapeutics Inc. 1035 Cambridge Street, Suite 18A Cambridge, MA 02141 (212) 582-1199 November 13, 2024 VIA EDGAR United States Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Attention: Daniel Crawford Re: Eterna Therapeutics Inc. Registration Statement on Form S-1 Filed November 5, 2024 File No. 333-283003 Ladies and Gentlemen: Pursuant to Rule 461 of the Gene
November 12, 2024	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-11460 Etern
November 12, 2024	EX-10.11	Sublease Termination Agreement, dated August 9, 2024, between Eterna Therapeutics Inc. and E.R. Squibb & Sons, L.L.C. Exhibit 10.11 SUBLEASE TERMINATION AGREEMENT This Sublease Termination Agreement (this “Agreement”) is dated as of August 9, 2024, by and between E.R. SQUIBB & SONS, L.L.C., a Delaware limited liability company (“Sublessor”), and ETERNA THERAPEUTICS INC., a Delaware corporation, (“Sublessee”). R E C I T A L S: WHEREAS, Sublessor and Sublessee entered into a Sublease Agreement dated the 18th day of
November 12, 2024	EX-10.10	Exclusive License and Collaboration Agreement, effective as of September 9, 2024, with Factor Bioscience Limited Exhibit 10.10 EXCLUSIVE LICENSE AND COLLABORATION AGREEMENT This Exclusive License and Collaboration Agreement (“Agreement”) is made and entered into as of September 9, 2024 (“Effective Date”), by and between Factor Bioscience Limited, a company organized and existing under the laws of Ireland (“Licensor”), and Eterna Therapeutics Inc., a corporation organized and existing under the laws of the St
November 5, 2024	EX-FILING FEES	Filing Fee Table Exhibit 107 Calculation of Filing Fee Tables FORM S-1 (Form Type) ETERNA THERAPEUTICS INC.
November 5, 2024	S-1	As filed with the U.S. Securities and Exchange Commission on November 5, 2024. 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) Delaware 2834 31-1103425 (State or other jurisdiction of incorporation o
October 29, 2024	EX-10.2	Form of pre-funded warrant issuable under the securities purchase agreement, dated as of September 24, 2024, between Eterna Therapeutics Inc. and the purchaser parties thereto Exhibit 10.2 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGIST
October 29, 2024	8-K	Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Other Events, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits 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): 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) (Commissi
October 29, 2024	EX-10.3	Form of pre-funded warrant issuable upon conversion of 12.0% senior convertible notes issued under the note purchase agreement, dated as of September 24, 2024, between Eterna Therapeutics Inc. and the purchaser parties thereto Exhibit 10.3 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGIST
October 29, 2024	EX-10.1	Form of registration rights agreement, dated as of October 29, 2024, between Eterna Therapeutics Inc. and the other parties thereto Exhibit 10.1 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this “Agreement”) is made and entered into as of October 29, 2024, between Eterna Therapeutics Inc., a Delaware corporation (the “Company”), and each of the purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”). This Agreement is made pursuant to the Securities Purchase Agr
October 7, 2024	DEF 14A	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitiv
September 27, 2024	8-K	Entry into a Material Definitive Agreement, Termination of a Material Definitive Agreement, Financial Statements and Exhibits 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): September 24, 2024 Eterna Therapeutics Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-11460 31-1103425 (State or Other Jurisdiction of Incorporation) (Commis
September 27, 2024	PRE 14A	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitiv
September 25, 2024	EX-10.4	Note purchase agreement, dated as of September 24, 2024, between Eterna Therapeutics Inc. and the purchaser parties thereto Exhibit 10.4 Note PURCHASE AGREEMENT This Note Purchase Agreement (this “Agreement”) is dated as of September 24, 2024, between Eterna Therapeutics Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and permitted assigns, a “Purchaser” and collectively, the “Purchasers”). WHEREAS, subject to the terms and condit
September 25, 2024	EX-10.6	Form of pre-funded warrant issuable upon conversion of 12.0% senior convertible notes issued under the note purchase agreement, dated as of September 24, 2024, between Eterna Therapeutics Inc. and the purchaser parties thereto Exhibit 10.6 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGIST
September 25, 2024	EX-10.5	Form of 12.0% senior convertible note issued under the note purchase agreement, dated as of September 24, 2024, between Eterna Therapeutics Inc. and the purchaser parties thereto Exhibit 10.5 NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGIS
September 25, 2024	EX-10.8	Form of lock-up agreement, dated as of September 24, 2024, between Eterna Therapeutics Inc. and the stockholder parties thereto Exhibit 10.8 September 24, 2024 Eterna Therapeutics Inc. 1035 Cambridge Street, Suite 18A Cambridge, Massachusetts 02141 Ladies and Gentlemen: The undersigned intends to enter into an Exchange Agreement (the “Exchange Agreement”) with Eterna Therapeutics Inc. (the “Company”), pursuant to which the undersigned will exchange (the “Exchange”) certain convertible notes issued by the Company and/or war
September 25, 2024	8-K	Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Other Events, Financial Statements and Exhibits 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): September 24, 2024 Eterna Therapeutics Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-11460 31-1103425 (State or Other Jurisdiction of Incorporation) (Commis
September 25, 2024	EX-10.2	Form of pre-funded warrant issuable under the securities purchase agreement, dated as of September 24, 2024, between Eterna Therapeutics Inc. and the purchaser parties thereto Exhibit 10.2 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGIST
September 25, 2024	EX-10.7	Form of support agreement, dated as of September 24, 2024, between Eterna Therapeutics Inc. and the stockholder parties thereto Exhibit 10.7 SUPPORT AGREEMENT This Support Agreement (this “Agreement”), dated as of September 24, 2024 (the “Effective Date”), is entered into by and between Eterna Therapeutics Inc., a Delaware corporation (the “Company”), and the stockholder listed on the signature page hereto under the heading “Stockholder” (“Stockholder”). WHEREAS, the Company is entering into a Securities Purchase Agreement
September 25, 2024	EX-10.3	Form of exchange agreement, dated as of September 24, 2024, between Eterna Therapeutics Inc. and the parties thereto Exhibit 10.3 EXCHANGE AGREEMENT This Exchange Agreement (this “Agreement”) is entered into as of September 24, 2024 by and between Eterna Therapeutics Inc., a Delaware corporation (the “Company”), and the holder of Convertible Notes (as defined below) and/or Warrants (as defined below) identified on the signature page hereto (“Holder”). WHEREAS, pursuant to that certain Securities Purchase Agreeme
September 25, 2024	EX-10.1	Securities purchase agreement, dated as of September 24, 2024, between Eterna Therapeutics Inc. and the purchaser parties thereto Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of September 24, 2024, between Eterna Therapeutics Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and permitted assigns, a “Purchaser” and collectively, the “Purchasers”). WHEREAS, subject to the term
September 23, 2024	8-K	Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing 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): September 17, 2024 Eterna Therapeutics Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-11460 31-1103425 (State or Other Jurisdiction of Incorporation) (Commis
August 19, 2024	8-K	Other Events 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): August 16, 2024 Eterna Therapeutics Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-11460 31-1103425 (State or Other Jurisdiction of Incorporation) (Commissio
August 13, 2024	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-11460 Eterna The
August 13, 2024	EX-10.1	Form of Restricted Stock Award Agreement for the Restated 2020 Stock Incentive Plan Exhibit 10.1 ETERNA THERAPEUTICS INC. RESTATED 2020 STOCK INCENTIVE PLAN AWARD AGREEMENT Notice of Restricted Stock Grant Eterna Therapeutics Inc. (the “Company”) has awarded to you (“Participant”) the number of shares of Restricted Stock set forth below under the Company’s Restated 2020 Stock Incentive Plan (the “Plan”). Participant Name: [ ] Grant ID: [ ] Grant Date: [ ] Number of Shares of Rest
May 14, 2024	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 or ☐ TRANSITION REPOR UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-11460 Eterna Th
March 22, 2024	8-K	Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing 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): March 19, 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
March 18, 2024	10-K/A	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K/A (Amendment No. 1) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K/A (Amendment No. 1) (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 1-114
March 14, 2024	EX-3.1	Composite Restated Certificate of Incorporation of the Company Exhibit 3.1 THIS COMPOSITE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF ETERNA THERAPEUTICS INC. (THE “CORPORATION”) REFLECTS THE PROVISIONS OF THE CORPORATION’S CERTIFICATE OF INCORPORATION AND ALL AMENDMENTS THERETO FILED WITH THE DELAWARE SECRETARY OF STATE THEREAFTER ON OR PRIOR TO OCTOBER 17, 2022, BUT IS NOT AN AMENDMENT AND/OR RESTATEMENT THEREOF. COMPOSITE RESTATED CERTIFICATE OF I
March 14, 2024	EX-10.13(C)	Form of Restricted Stock Unit Inducement Award for issuances under the 2021 Inducement Plan Exhibit 10.13c ETERNA THERAPEUTICS INC. 2021 INDUCEMENT STOCK INCENTIVE PLAN TEMPLATE AWARD AGREEMENT Notice of RSU Grant Eterna Therapeutics Inc. (the “Company”) has awarded to you (“Participant”) the number of RSUs (“RSUs”) set forth below (the “RSU Grant”) under the Company’s 2021 Inducement Stock Incentive Plan (the “Plan”). Participant Name: [●] Grant ID: [●] Grant Date: [●] Number of RSUs: [
March 14, 2024	EX-97	Eterna Therapeutics Inc. Clawback Policy Exhibit 97 ETERNA THERAPEUTICS INC. CLAWBACK POLICY I. Introduction The Board of Directors (the “Board”) of Eterna Therapeutics Inc. (the “Company”) believes that it is in the best interests of the Company and its shareholders to create and maintain a culture that emphasizes integrity and accountability and that reinforces the Company’s pay-for-performance compensation philosophy. The Board has th
March 14, 2024	EX-10.14(C)	Form of Restricted Stock Unit Inducement Award for issuances under the Restated 2020 Plan Exhibit 10.14c ETERNA THERAPEUTICS INC. RESTATED 2020 STOCK INCENTIVE PLAN AWARD AGREEMENT Notice of RSU Grant Eterna Therapeutics Inc. (the “Company”) has awarded to you (“Participant”) the number of RSUs (“RSUs”) set forth below (the “RSU Grant”) under the Company’s Restated 2020 Stock Incentive Plan (the “Plan”). Participant Name: [ ] Grant ID: [ ] Grant Date: [ ] Number of RSUs: [ ] Country at
March 14, 2024	EX-10.16	Employment Agreement, effective January 1, 2023, by and among Eterna Therapeutics Inc. and Dorothy Clarke. Exhibit 10.16 Execution version EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (this “Agreement”) is made as of the 1st day of January, 2024 (the “Effective Date”) between Eterna Therapeutics, Inc. f/k/a Brooklyn Immuno Therapeutics, Inc. (the “Company”) and Dorothy Clarke (“Executive”). 1. Employment Term. The Company shall employ Executive, and Executive accepts employment with the Company, upon
March 14, 2024	EX-10.14(B)	Form of Stock Option Inducement Award for issuances under the Restated 2020 Plan Exhibit 10.14b ETERNA THERAPEUTICS INC. RESTATED 2020 STOCK INCENTIVE PLAN AWARD AGREEMENT Notice of Stock Option Grant Eterna Therapeutics Inc. (the “Company”) has awarded to you (“Participant”) an option to purchase up to the number of shares (“Shares”) of Common Stock set forth below (this “Option”) under its Restated 2020 Stock Incentive Plan (the “Plan”). Participant Name: [ ] Grant ID: [ ] G
March 14, 2024	10-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 1-11460 Eterna Therapeuti
March 14, 2024	EX-10.13(B)	Form of Stock Option Inducement Award for issuances under the 2021 Inducement Plan Exhibit 10.13b ETERNA THERAPEUTICS INC. 2021 INDUCEMENT STOCK INCENTIVE PLAN TEMPLATE AWARD AGREEMENT Notice of Stock Option Grant Eterna Therapeutics Inc. (the “Company”) has awarded to you (“Participant”) an option to purchase up to the number of shares (“Shares”) of Common Stock set forth below (this “Option”) under the Company’s 2021 Inducement Stock Incentive Plan (the “Plan”). Participant Na
March 14, 2024	EX-21.1	Subsidiaries of the Company EXHIBIT 21.1 SUBSIDIARIES OF THE REGISTRANT Subsidiary State Or Country of Organization Eterna Therapeutics LLC Delaware *Pursuant to Item 601(b)(21)(ii) of Regulation S-K, the names of other subsidiaries of the registrant are omitted because, considered in the aggregate, they would not constitute a significant subsidiary as of the end of the year covered by this report.
February 16, 2024	8-K	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): February 12, 2024 Eterna Therapeu 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): February 12, 2024 Eterna Therapeutics Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-11460 31-1103425 (State or Other Jurisdiction of Incorporation) (Commiss
January 31, 2024	SC 13G/A	BTX / Brooklyn ImmunoTherapeutics Inc / HALPERN JOHN D - SC 13G/A Passive Investment SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (AMENDMENT NO. 3)* Eterna Therapeutics Inc. (Name of Issuer) Common Stock, par value $0.005 per share (Title of Class of Securities) 114082100 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Sch
January 31, 2024	EX-99.A	JOINT FILING AGREEMENT EX-99.A EXHIBIT A JOINT FILING AGREEMENT This Joint Filing agreement (this “Agreement”) hereby confirms the agreement by and among all of the undersigned that the Amendment No. 3 to the Schedule 13G to which this Agreement is attached as Exhibit A with respect to the beneficial ownership of the undersigned of shares Common Stock of Eterna Therapeutics Inc. is being filed on behalf of each of the u
January 24, 2024	424B3	Eterna Therapeutics Inc. Up to 18,233,359 Shares of Common Stock TABLE OF CONTENTS Filed pursuant to Rule 424(b)(3) Registration No. 333-276493 PROSPECTUS Eterna Therapeutics Inc. Up to 18,233,359 Shares of Common Stock This prospectus relates to the offering and resale from time to time by the selling stockholders identified in this prospectus (the “Selling Stockholders”) of up to 18,233,359 shares of our common stock, $0.005 par value per share (“common sto
January 19, 2024	8-K	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): January 17, 2024 Eterna Therapeut 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): January 17, 2024 Eterna Therapeutics Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-11460 31-1103425 (State or Other Jurisdiction of Incorporation) (Commissi
January 19, 2024	SC 13G/A	US1140822099 / ETERNA THERAPEUTICS INC / Singer Nicholas Jason - AMENDMENT NO. 3 TO SCHEDULE 13G Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 3)* Eterna Therapeutics Inc. (Name of Issuer) Common stock, par value $0.005 per share (Title of Class of Securities) 114082209 (CUSIP Number) December 31, 2023 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate th
January 18, 2024	CORRESP	ETERNA THERAPEUTICS INC. 1035 Cambridge Street, Suite 18A Cambridge, MA 02141 ETERNA THERAPEUTICS INC. 1035 Cambridge Street, Suite 18A Cambridge, MA 02141 January 18, 2024 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Lauren S. Hamill Re: Eterna Therapeutics Inc. Registration Statement on Form S-3 Filed January 12, 2024 File No. 333-276493 (the “Registration Statement”) Acceleration Re
January 16, 2024	EX-FILING FEES	Calculation of Filing Fee Table Form S-8 (Form Type) Eterna Therapeutics Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Exhibit 107 Calculation of Filing Fee Table Form S-8 (Form Type) Eterna Therapeutics Inc.
January 16, 2024	S-8	As filed with the Securities and Exchange Commission on January 16, 2024 As filed with the Securities and Exchange Commission on January 16, 2024 Registration No.
January 16, 2024	EX-99.1	Inducement Stock Option Award Agreement entered into with Sanjeev Luther Exhibit 99.1 ETERNA THERAPEUTICS INC. INDUCEMENT STOCK OPTION AWARD AGREEMENT Notice of Stock Option Grant Eterna Therapeutics Inc. (the “Company”) has awarded to you (“Participant”) an option to purchase up to the number of shares (“Shares”) of Common Stock set forth below (this “Option”). Although this Option is not granted under the Company’s Restated 2020 Stock Incentive Plan (the “Plan”), thi
January 12, 2024	S-3	As filed with the Securities and Exchange Commission on January 12, 2024 TABLE OF CONTENTS As filed with the Securities and Exchange Commission on January 12, 2024 Registration No.
January 12, 2024	EX-FILING FEES	Calculation of Filing Fee Tables Form S-3 (Form Type) Eterna Therapeutics Inc. (Exact name of registrant as specified in its charter) Table 1 - Newly Registered Securities Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) Eterna Therapeutics Inc.
December 22, 2023	SC 13D/A	US1140822099 / ETERNA THERAPEUTICS INC / Cherington Charles - SC 13D/A Activist Investment SC 13D/A 1 tm2333378-1sc13da.htm SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 4) Eterna Therapeutics Inc. (Name of Issuer) Common Stock, par value $.005 per share (Title of Class of Securities) 114082209 (CUSIP Number) Charles Cherington c/o Ara Partners, LLC 200 Berkeley Street, 26th Floor Bo
December 20, 2023	SC 13G	US1140822099 / ETERNA THERAPEUTICS INC / IAF, LLC - SC 13G Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. )* Eterna Therapeutics Inc. (Name of Issuer) Common Stock, par value $.005 per share (Title of Class of Securities) 114082209 (CUSIP Number) IAF, LLC c/o 115 Church Street Charleston, SC 29401 (843) 577-2300 (Name, Address and Telephone Number of Person Auth
December 20, 2023	EX-10.2	Registration Rights Agreement, dated as of December 14, 2023, by and among Eterna Therapeutics Inc. and the parties thereto. Exhibit 10.2 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this “Agreement”) is made and entered into as of December 14, 2023, between Eterna Therapeutics Inc., a Delaware corporation (the “Company”), and each of the purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”). This Agreement is made pursuant to the Securities Purchase Ag
December 20, 2023	EX-4.1	Form of 12.0% Senior Convertible Note (December 2023 and January 2024) Exhibit 4.1 [FORM OF SENIOR CONVERTIBLE NOTE] NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCE
December 20, 2023	EX-4.2	Form of Warrant (December 2023 and January 2024) Exhibit 4.2 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR
December 20, 2023	EX-10.3	Employment Agreement, dated as of December 19, 2023, by and among Eterna Therapeutics Inc. and Sanjeev Luther. Exhibit 10.3 EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (this “Agreement”) is made as of the 19th day of December, 2023 (the “Effective Date”) between Eterna Therapeutics, Inc. f/k/a Brooklyn ImmunoTherapeutics, Inc. (the “Company”) and Sanjeev Luther (“Executive”). 1. Employment Term. The Company shall employ Executive, and Executive accepts employment with the Company, upon the terms and sub
December 20, 2023	EX-99.1	Eterna Therapeutics Announces $9.2 Million Convertible Debt and Warrant Financing Exhibit 99.1 Eterna Therapeutics Announces $9.2 Million Convertible Debt and Warrant Financing CAMBRIDGE, Mass., December 14, 2023 — Eterna Therapeutics Inc. (Nasdaq: ERNA) (“Eterna” or the “Company”), a life science company committed to realizing the potential of mRNA cell engineering to provide patients with transformational new medicines, today announced the execution of a securities purchase a
December 20, 2023	8-K	Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Other Events 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 14, 2023 Eterna Therapeutics Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-11460 31-1103425 (State or Other Jurisdiction of Incorporation) (Commiss
December 20, 2023	EX-10.1	Securities Purchase Agreement, dated as of December 14, 2023, by and among Eterna Therapeutics Inc. and the purchasers party thereto. Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of December 14, 2023, between Eterna Therapeutics Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and permitted assigns, a “Purchaser” and collectively, the “Purchasers”). WHEREAS, subject to the terms
December 14, 2023	8-K	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 Therapeut 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) (Commissi
December 14, 2023	EX-10.1	ETERNA THERAPEUTICS INC. 6.0% PROMISSORY NOTE DUE JANUARY 8, 2024 Exhibit 10.1 ETERNA THERAPEUTICS INC. 6.0% PROMISSORY NOTE DUE JANUARY 8, 2024 Issuance Date: December 8, 2023 Principal Amount: U.S. $1,500,000 FOR VALUE RECEIVED, Eterna Therapeutics Inc., a Delaware corporation (the “Company”), hereby promises to pay to Charles Cherington or his heirs, successors and assigns (the “Holder”) the amount set forth above as the Principal Amount (the “Principal”) whe
November 16, 2023	8-K	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): November 14, 2023 Eterna Therapeu 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): November 14, 2023 Eterna Therapeutics Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-11460 31-1103425 (State or Other Jurisdiction of Incorporation) (Commiss
November 16, 2023	EX-10.1	Amended and Restated Exclusive License Agreement, dated November 14, 2023, by and between Factor Bioscience Limited and Eterna Therapeutics Inc. Exhibit 10.1 [*] Certain information in this document has been omitted from this exhibit because it is both (i) not material and (ii) is the type of information that the company treats as private or confidential. AMENDED AND RESTATED EXCLUSIVE LICENSE AGREEMENT THIS AMENDED AND RESTATED EXCLUSIVE LICENSE AGREEMENT (this “Agreement”) is entered into as of this November 14, 2023 (the “A&R Effective
November 13, 2023	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 or ☐ TRANSITION R UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-11460 Etern
November 1, 2023	8-K	Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers 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): October 30, 2023 Eterna Therapeutics Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-11460 31-1103425 (State or Other Jurisdiction of Incorporation) (Commissi
October 5, 2023	8-K	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): October 3, 2023 Eterna Therapeuti 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): October 3, 2023 Eterna Therapeutics Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-11460 31-1103425 (State or Other Jurisdiction of Incorporation) (Commissio
September 26, 2023	8-K/A	Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 28, 2023 Eterna Therapeutics Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-11460 31-1103425 (State or Other Jurisdiction of Incor
September 8, 2023	SC 13G/A	US1140822099 / ETERNA THERAPEUTICS INC / Singer Nicholas Jason - AMENDMENT NO. 2 TO SCHEDULE 13G Passive Investment SC 13G/A 1 ea184910-13ga2singereterna.htm AMENDMENT NO. 2 TO SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* Eterna Therapeutics Inc. (Name of Issuer) Common stock, par value $0.005 per share (Title of Class of Securities) 114082209 (CUSIP Number) July 6, 2023 (Date of Event which Require
September 8, 2023	EX-99.1	Exhibit 99.1 EX-99.1 2 ea184910ex99-1eterna.htm JOINT FILING AGREEMENT Exhibit 99.1 JOINT FILING AGREEMENT The undersigned hereby agree that the statement on Schedule 13G with respect to the shares of common stock, $0.0005 par value per share, of Eterna Therapeutics Inc., a Delaware corporation, dated as of September 8, 2023, is, and any amendments thereto (including amendments on Schedule 13G) signed by each
September 7, 2023	SC 13D/A	US1140822099 / ETERNA THERAPEUTICS INC / Cherington Charles - SC 13D/A Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 3) Eterna Therapeutics Inc. (Name of Issuer) Common Stock, par value $.005 per share (Title of Class of Securities) 114082209 (CUSIP Number) Charles Cherington c/o Ara Partners 222 Berkeley Street, Suite 1270 Boston, Massachusetts 02116 (617) 838-3053 (Name,
August 31, 2023	8-K	Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers 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): August 28, 2023 Eterna Therapeutics Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-11460 31-1103425 (State or Other Jurisdiction of Incorporation) (Commissio
August 28, 2023	SC 13G	US1140822099 / ETERNA THERAPEUTICS INC / Purchase Capital LLC - SCHEDULE 13G Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Eterna Therapeutics Inc. (Name of Issuer) Common stock, par value $0.005 per share (Title of Class of Securities) 114082209 (CUSIP Number) April 3, 2023 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rul
August 23, 2023	424B3	Eterna Therapeutics Inc. Up to 16,754,154 Shares of Common Stock TABLE OF CONTENTS Filed pursuant to Rule 424(b)(3) Registration No. 333-273977 PROSPECTUS Eterna Therapeutics Inc. Up to 16,754,154 Shares of Common Stock This prospectus relates to the offering and resale from time to time by the selling stockholders identified in this prospectus (the “Selling Stockholders”) of up to 16,754,154 shares of our common stock, $0.005 par value per share (“common sto
August 18, 2023	CORRESP	Eterna Therapeutics Inc. Eterna Therapeutics Inc. 1035 Cambridge Street, Suite 18A Cambridge, MA 02141 August 18, 2023 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, D.C. 20549 Attention: Tim Buchmiller RE: Eterna Therapeutics Inc. (the “Company”) Registration Statement on Form S-3 (the “Registration Statement”) Filed August 14, 2023 File No. 333-273
August 14, 2023	S-3	As filed with the Securities and Exchange Commission on August 14, 2023 TABLE OF CONTENTS As filed with the Securities and Exchange Commission on August 14, 2023 Registration No.
August 14, 2023	EX-FILING FEES	Calculation of Filing Fee Tables Form S-3 (Form Type) Eterna Therapeutics Inc. (Exact name of registrant as specified in its charter) Table 1 - Newly Registered Securities Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) Eterna Therapeutics Inc.
August 11, 2023	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 or ☐ TRANSITION REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-11460 Eterna The
August 10, 2023	EX-17.1	August 4, 2023 Exhibit 17.1 August 4, 2023 Attn: Richard Wagner, Ph.D., Chairman Eterna Therapeutics Inc. 1035 Cambridge St Ste 18A Cambridge MA 02141 RE: Resignation as President and CEO and as a Director of Eterna Therapeutics The Board of Directors of Eterna Therapeutics Inc.: I am writing to provide notice of my resignation as President and CEO and as a Director of Eterna Therapeutics Inc. and its subsidiari
August 10, 2023	8-K	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): August 4, 2023 Eterna Therapeutic 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): August 4, 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
August 2, 2023	8-K	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): August 2, 2023 Eterna Therapeutic 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): August 2, 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
August 2, 2023	EX-99.1	Eterna TherapeuticsInvestor Presentation August 2023 1 © Eterna Therapeutics Inc. This presentation (this “Presentation”) and any oral statements made in connection with this Presentation are for informational purposes only and do not constitute an o Exhibit 99.1 Eterna TherapeuticsInvestor Presentation August 2023 1 © Eterna Therapeutics Inc. This presentation (this “Presentation”) and any oral statements made in connection with this Presentation are for informational purposes only and do not constitute an offer to sell, a solicitation of an offer to buy, or a recommendation to purchase any equity, debt or other securities of Eterna Therapeut
July 26, 2023	SC 13D/A	US1140822099 / ETERNA THERAPEUTICS INC / Singer Nicholas Jason - AMENDMENT NO. 1 TO SCHEDULE 13D Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* Eterna Therapeutics Inc. (Name of Issuer) Common Stock, par value $0.005 per share (Title of Class of Securities) 114082209 (CUSIP Number) Nicholas J. Singer 1395 Brickell Avenue, Suite 800 Miami, FL 33131 (Name, Address and Telephone Number of Person Au
July 21, 2023	SC 13G/A	US1140822099 / ETERNA THERAPEUTICS INC / Freebird Partners LP - SC 13G/A Passive Investment SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* Eterna Therapeutics Inc. (Name of Issuer) Common stock, par value $0.005 per share (Title of Class of Securities) 114082209 (CUSIP Number) July 14, 2023 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designa
July 18, 2023	EX-10.2	Form of 6% Senior Convertible Note (July 2023) Exhibit 10.2 [FORM OF SENIOR CONVERTIBLE NOTE] NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES COMMISSION OF ANY STATE OR UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUAN
July 18, 2023	8-K	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 13, 2023 Eterna Therapeutics 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 13, 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
July 18, 2023	EX-10.1	Securities Purchase Agreement, dated as of July 13, 2023, by and among Eterna Therapeutics Inc. and the purchasers party thereto. Exhibit 10.1 Execution Version SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of July 13, 2023, between Eterna Therapeutics Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and permitted assigns, a “Purchaser” and collectively, the “Purchasers”). WHEREAS, subjec
July 18, 2023	EX-10.3	Form of Common Stock Purchase Warrant (July 2023) Exhibit 10.3 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGIST
July 18, 2023	EX-10.4	Registration Rights Agreement, dated as of July 13, 2023, by and among Eterna Therapeutics Inc. and the purchasers party thereto. Exhibit 10.4 Execution Version REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this “Agreement”) is made and entered into as of July 13, 2023, between Eterna Therapeutics Inc., a Delaware corporation (the “Company”), and each of the purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”). This Agreement is made pursuant to the Securiti
July 13, 2023	EX-10.1	FIRST AMENDMENT EXCLUSIVE LICENSE AGREEMENT Exhibit 10.1 FIRST AMENDMENT to EXCLUSIVE LICENSE AGREEMENT This First Amendment to The Exclusive License Agreement (the “Amendment”), effective as of July 12, 2023 (the “Amendment Effective Date”), is entered into by and between Factor Bioscience Limited, a company organized and existing under the laws of Ireland (“Licensor”), and Eterna Therapeutics Inc., a corporation organized and existing und
July 13, 2023	8-K	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 12, 2023 Eterna Therapeutics 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 12, 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
July 11, 2023	8-K	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 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) Delaware 001-11460 31-1103425 (State or Other Jurisdiction of Incorporation) (Commission F
June 20, 2023	8-K	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): June 16, 2023 Eterna Therapeutics 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): June 16, 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
May 11, 2023	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 or ☐ TRANSITION REPOR UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-11460 Eterna Th
May 10, 2023	DEFA14A	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☑ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)
May 5, 2023	DEF 14A	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☑ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-
May 5, 2023	EX-10.1	Separation Agreement and General Release, dated May 2, 2023, by and between Eterna Therapeutics Inc. and Andrew Jackson. Exhibit 10.1 Eterna Therapeutics Inc. 10355 Science Center Drive, Suite 150 San Diego, CA 92121 May 2, 2023 Andrew Jackson Via email RE: Separation Agreement and General Release Dear Andrew: The purpose of this separation agreement (the “Separation Agreement”) is to memorialize the terms and conditions of your voluntary resignation from employment with Eterna Therapeutics Inc. (the “Company”) and
May 5, 2023	8-K	Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits 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): May 2, 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 Fi
May 5, 2023	DEFA14A	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☑ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definit
May 2, 2023	EX-10.1	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 Execution Version ASSET PURCHASE AGREEMENT Dated April 26, 2023 by and among Eterna Therapeutics Inc. as Buyer Exacis Biotherapeutics Inc. as Seller the Stockholders Party Hereto and solely for purposes of Section 6.01, Factor Bioscience Limited TABLE OF CONTENTS ARTICLE I PURCHASE AND SALE 1 1.01 Purchase, Assignment and Sale of Purchased Assets 1 1.02 Liabilities Assumed by Buyer 1
May 2, 2023	8-K	Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits 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): April 26, 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
April 25, 2023	424B3	Eterna Therapeutics Inc. 2,930,237 Shares of Common Stock TABLE OF CONTENTS Filed pursuant to Rule 424(b)(3) Registration No. 333-271279 PROSPECTUS Eterna Therapeutics Inc. 2,930,237 Shares of Common Stock This prospectus relates to the offer and sale from time to time of up to 2,930,237 shares of our common stock, $0.005 par value per share (“common stock”), by Lincoln Park Capital Fund, LLC (“Lincoln Park” or the “Selling Stockholder”). The shares incl
April 20, 2023	CORRESP	1035 Cambridge Street, Suite 18A Eterna Therapeutics Inc. 1035 Cambridge Street, Suite 18A Cambridge, MA 02141 April 20, 2023 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, D.C. 20549 Attention: Lauren Hamill RE: Eterna Therapeutics Inc. (the “Company”) Registration Statement on Form S-1 (the “Registration Statement”) Filed April 17, 2023 File No. 333-271279
April 20, 2023	PRE 14A	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☑ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☑ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6
April 17, 2023	S-1	As filed with the Securities and Exchange Commission on April 14, 2023 TABLE OF CONTENTS As filed with the Securities and Exchange Commission on April 14, 2023 Registration No.
April 17, 2023	EX-FILING FEES	Calculation of Filing Fee Tables Form S-1 (Form Type) Eterna Therapeutics Inc. (Exact name of registrant as specified in its charter) Table 1 – Newly Registered Securities EX-FILING FEES 5 ny20008758x1ex107.htm FILING FEES TABLE Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) Eterna Therapeutics Inc. (Exact name of registrant as specified in its charter) Table 1 – Newly Registered Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered(1) Proposed Maximum Offering Price Per Unit(2) Maximum Aggregate Off
April 11, 2023	EX-10.1	Purchase Agreement, dated as of April 5, 2023, by and between Eterna Therapeutics Inc. and Lincoln Park Capital Fund, LLC Exhibit 10.1 EXECUTION VERSION PURCHASE AGREEMENT PURCHASE AGREEMENT (the “Agreement”), dated as of April 5, 2023, by and between ETERNA THERAPEUTICS INC., a Delaware corporation (the “Company”), and LINCOLN PARK CAPITAL FUND, LLC, an Illinois limited liability company (the “Investor”). WHEREAS: Subject to the terms and conditions set forth in this Agreement, the Company wishes to sell to the Inve
April 11, 2023	8-K	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): April 5, 2023 Eterna Therapeutics 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): April 5, 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
April 11, 2023	EX-10.2	Registration Rights Agreement, dated as of April 5, 2023, by and between Eterna Therapeutics Inc. and Lincoln Park Capital Fund, LLC Exhibit 10.2 EXECUTION VERSION REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of April 5, 2023, by and between ETERNA THERAPEUTICS INC., a Delaware corporation (the “Company”), and LINCOLN PARK CAPITAL FUND, LLC, an Illinois limited liability company (together with its permitted assigns, the “Buyer”). Capitalized terms used herein and not otherwise defined
April 4, 2023	SC 13G/A	US1140822099 / ETERNA THERAPEUTICS INC / Freebird Partners LP - SC 13G/A Passive Investment SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Eterna Therapeutics Inc. (Name of Issuer) Common stock, par value $0.005 per share (Title of Class of Securities) 114082209 (CUSIP Number) April 3, 2023 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designa
March 21, 2023	424B3	Eterna Therapeutics Inc. 685,714 Shares of Common Stock TABLE OF CONTENTS Filed Pursuant to Rule 424(b)(3) Registration No. 333-264585 PROSPECTUS Eterna Therapeutics Inc. 685,714 Shares of Common Stock This prospectus relates to the offering and resale from time to time by the selling stockholder identified in this prospectus (the “Selling Stockholder”) of up to 685,714 shares of our common stock, $0.005 par value per share (“common stock”), which in
March 20, 2023	EX-10.22	FIRST AMENDMENT TO LEASE TERMINATION AGREEMENT Exhibit 10.22 FIRST AMENDMENT TO LEASE TERMINATION AGREEMENT This First Amendment to Lease Termination Agreement (this “First Amendment”) is entered into as of the 29th day of December, 2022, by and between TORREY PINES SCIENCE CENTER LIMITED PARTNERSHIP, a Delaware limited partnership (“Landlord”), and ETERNA THERAPEUTICS INC., a Delaware corporation (“Tenant”). R E C I T A L S : A. Landlord and
March 20, 2023	EX-99.1	Eterna Therapeutics Reports Financial Results for Fourth Quarter and Full Year 2022 and Recent Business Highlights – Executed income generating license agreement with Lineage Cell Therapeutics to develop gene-edited induced pluripotent stem cell (iPS Exhibit 99.1 Eterna Therapeutics Reports Financial Results for Fourth Quarter and Full Year 2022 and Recent Business Highlights – Executed income generating license agreement with Lineage Cell Therapeutics to develop gene-edited induced pluripotent stem cell (iPSC)-derived therapies for multiple neurology indications – Entered into a sublease agreement with Bristol Myers Squibb to occupy 45,000 sq
March 20, 2023	EX-3.1	COMPOSITE RESTATED CERTIFICATE Exhibit 3.1 THIS COMPOSITE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF ARKO CORP. (THE “CORPORATION”) REFLECTS THE PROVISIONS OF THE CORPORATION’S CERTIFICATE OF INCORPORATION AND ALL AMENDMENTS THERETO FILED WITH THE DELAWARE SECRETARY OF STATE THEREAFTER ON OR PRIOR TO OCTOBER 17, 2022, BUT IS NOT AN AMENDMENT AND/OR RESTATEMENT THEREOF. COMPOSITE RESTATED CERTIFICATE OF INCORPORATION E
March 20, 2023	8-K	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): March 20, 2023 Eterna Therapeutic 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): March 20, 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
March 20, 2023	EX-10.21	LEASE TERMINATION AGREEMENT Exhibit 10.21 LEASE TERMINATION AGREEMENT This Lease Termination Agreement (this “Agreement”) is entered into as of the 30th day of November, 2022, by and between TORREY PINES SCIENCE CENTER LIMITED PARTNERSHIP, a Delaware limited partnership (“Landlord”), and ETERNA THERAPEUTICS INC., a Delaware corporation (“Tenant”). R E C I T A L S : A. Landlord and Tenant (formerly known as Brooklyn Immunothe
March 20, 2023	10-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 1-11460 Eterna Therapeuti
March 20, 2023	POS AM	As filed with the Securities and Exchange Commission on March 20, 2023 TABLE OF CONTENTS As filed with the Securities and Exchange Commission on March 20, 2023 Registration No.
March 20, 2023	EX-10.16	Sublease Agreement, dated October 18, 2022, by and between E.R. Squibb & Sons, LLC and Eterna Therapeutics Inc. Exhibit 10.16 SUBLEASE AGREEMENT THIS SUBLEASE AGREEMENT (“Sublease”) is made and entered into effective as of the 18 day of October, 2022 (the “Effective Date”), by and between E.R. SQUIBB & SONS, L.L.C., a Delaware limited liability company (“Sublessor”), and ETERNA THERAPEUTICS INC., a Delaware corporation, formerly known as Brooklyn Immunotherapeutics, Inc. (“Sublessee”). R E C I T A L S: A. D
March 20, 2023	EX-21.1	SUBSIDIARIES OF THE REGISTRANT EXHIBIT 21.1 SUBSIDIARIES OF THE REGISTRANT Subsidiary State Or Country of Organization Eterna Therapeutics LLC Delaware *Pursuant to Item 601(b)(21)(ii) of Regulation S-K, the names of other subsidiaries of the registrant are omitted because, considered in the aggregate, they would not constitute a significant subsidiary as of the end of the year covered by this report.
March 6, 2023	SC 13G/A	BTX / Brooklyn ImmunoTherapeutics Inc / DENNY GEORGE P III - SC 13G/A Passive Investment SC 13G/A SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G* (Amendment No.
February 22, 2023	EX-10.1	10.13 (c) EX-10.1 2 brhc10048628ex10-1.htm EXHIBIT 10.1 Exhibit 10.1 EXCLUSIVE LICENSE AGREEMENT THIS EXCLUSIVE LICENSE AGREEMENT (this “Agreement”) is entered into as of this February 20, 2023 (the “Effective Date”), by and between Factor Bioscience Limited, a company organized and existing under the laws of Ireland (“Licensor”), and Eterna Therapeutics Inc., a corporation organized and existing under the
February 22, 2023	8-K	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): February 20, 2023 Eterna Therapeu 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): February 20, 2023 Eterna Therapeutics Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-11460 31-1103425 (State or Other Jurisdiction of Incorporation) (Commiss
January 31, 2023	SC 13G/A	BTX / Brooklyn Immunotherapeutics Inc / HALPERN JOHN D - SC 13G/A Passive Investment SC 13G/A 1 d451600dsc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (AMENDMENT NO. 2)* Eterna Therapeutics Inc. (Name of Issuer) Common Stock, par value $0.005 per share (Title of Class of Securities) 114082100 (CUSIP Number) January 31, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the ru
January 31, 2023	EX-99.A	JOINT FILING AGREEMENT EX-99.A 2 d451600dex99a.htm EX-99.A EXHIBIT A JOINT FILING AGREEMENT This Joint Filing agreement (this “Agreement”) hereby confirms the agreement by and among all of the undersigned that the Amendment No. 2 to the Schedule 13G to which this Agreement is attached as Exhibit A with respect to the beneficial ownership of the undersigned of shares Common Stock of Eterna Therapeutics Inc. is being file
January 26, 2023	8-K	Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers 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): January 20, 2023 Eterna Therapeutics Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-11460 31-1103425 (State or Other Jurisdiction of Incorporation) (Commissi
January 10, 2023	8-K	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): January 9, 2023 Eterna Therapeuti 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): January 9, 2023 Eterna Therapeutics Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-11460 31-1103425 (State or Other Jurisdiction of Incorporation) (Commissio
January 4, 2023	EX-10.1	Offer Letter, dated December 30, 2022, by and among Eterna Therapeutics Inc. and Dr. Matthew Angel Exhibit 10.1 Eterna Therapeutics Inc. 10355 Science Center Drive, Suite 150 San Diego, CA 92121 December 30, 2022 Matthew Angel via email: [email protected] Dear Matthew: On behalf of Eterna Therapeutics, Inc. (formerly known as Brooklyn ImmunoTherapeutics, Inc.), a Delaware corporation (the ?Company?), I am pleased to extend an offer of employment to you to serve as the Company?s President
January 4, 2023	8-K	Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits 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 29, 2022 Eterna Therapeutics Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-11460 31-1103425 (State or Other Jurisdiction of Incorporation) (Commiss
December 20, 2022	SC 13D	BTX / Brooklyn Immunotherapeutics Inc / Singer Nicholas Jason - SC 13D Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* Eterna Therapeutics Inc. (Name of Issuer) Common Stock, par value $0.005 per share (Title of Class of Securities) 114082100 (CUSIP Number) Nicholas J. Singer 1395 Brickell Avenue, Suite 800 Miami, FL 33131 (Name, Address and Telephone Number of Person Aut
December 14, 2022	SC 13D/A	ERNA / Eterna Therapeutics Inc / Cherington Charles - SC 13D/A Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2) Eterna Therapeutics Inc. (Name of Issuer) Common Stock, par value $.005 per share (Title of Class of Securities) 114082209 (CUSIP Number) Charles Cherington c/o Ara Partners 222 Berkeley Street, Suite 1270 Boston, Massachusetts 02116 (617) 838-3053 (Name,
December 6, 2022	8-K	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): November 30, 2022 Eterna Therapeu 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): November 30, 2022 Eterna Therapeutics Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-11460 31-1103425 (State or Other Jurisdiction of Incorporation) (Commiss
December 5, 2022	EX-99.A	JOINT FILING AGREEMENT EXHIBIT A JOINT FILING AGREEMENT This Joint Filing agreement (this ?Agreement?) hereby confirms the agreement by and among all of the undersigned that the Amendment No.
December 5, 2022	EX-10.1	Form of Warrant (December 2022) Exhibit 10.1 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGIST
December 5, 2022	8-K	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 2, 2022 Eterna Therapeut 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 2, 2022 Eterna Therapeutics Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-11460 31-1103425 (State or Other Jurisdiction of Incorporation) (Commissi
December 5, 2022	SC 13G/A	BTX / Brooklyn Immunotherapeutics Inc / HALPERN JOHN D - SC 13G/A Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (AMENDMENT NO. 1)* Eterna Therapeutics Inc. (Name of Issuer) Common Stock, par value $0.005 per share (Title of Class of Securities) 114082100 (CUSIP Number) December 2, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is f
December 5, 2022	EX-10.2	Registration Rights Agreement, dated as of December 2, 2022, by and among Eterna Therapeutics Inc. and the purchasers party thereto Exhibit 10.2 EXECUTION VERSION REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this “Agreement”) is made and entered into as of December 2, 2022, between Eterna Therapeutics Inc., a Delaware corporation (the “Company”), and each of the purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”). This Agreement is made pursuant to the Secur
December 2, 2022	SC 13G	ERNA / Eterna Therapeutics Inc / Freebird Partners LP - SC 13G Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Eterna Therapeutics Inc. (Name of Issuer) Common stock, par value $0.005 per share (Title of Class of Securities) 114082209 (CUSIP Number) December 2, 2022 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the
December 2, 2022	EX-99.1	JOINT FILING AGREEMENT Exhibit 99.1 JOINT FILING AGREEMENT The undersigned hereby agree that the statement on Schedule 13G with respect to the shares of common stock, $0.0005 par value per share, of Eterna Therapeutics Inc., a Delaware corporation, dated as of December 2, 2022, is, and any amendments thereto (including amendments on Schedule 13G) signed by each of the undersigned shall be, filed on behalf of each of us
November 25, 2022	EX-10.1	Securities Purchase Agreement, dated as of November 23, 2022, by and among Eterna Therapeutics Inc. and the purchasers party thereto Exhibit 10.1 EXECUTION VERSION SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of November 23, 2022, between Eterna Therapeutics Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and permitted assigns, a “Purchaser” and collectively, the “Purchasers”). WHEREAS, su
November 25, 2022	8-K	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): November 23, 2022 Eterna Therapeu 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): November 23, 2022 Eterna Therapeutics Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-11460 31-1103425 (State or Other Jurisdiction of Incorporation) (Commiss
November 23, 2022	8-K	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): November 22, 2022 Eterna Therapeu 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): November 22, 2022 Eterna Therapeutics Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-11460 31-1103425 (State or Other Jurisdiction of Incorporation) (Commiss
November 22, 2022	EX-10.1	FIRST AMENDMENT TO EXCLUSIVE LICENSE AGREEMENT Exhibit 10.1 FIRST AMENDMENT TO EXCLUSIVE LICENSE AGREEMENT This FIRST AMENDMENT TO EXCLUSIVE LICENSE AGREEMENT (this “Amendment”), entered into as of November 22, 2022 (the “Amendment Effective Date”), is made and entered into by and among Eterna Therapeutics Inc. (“Eterna”), Brooklyn Immunotherapeutics LLC (“Licensee”), Novellus Therapeutics Limited (“Novellus”) and Factor Bioscience Limited (“F
November 22, 2022	8-K	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): November 22, 2022 Eterna Therapeu 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): November 22, 2022 Eterna Therapeutics Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-11460 31-1103425 (State or Other Jurisdiction of Incorporation) (Commiss
November 14, 2022	EX-10.3	Factor Bioscience Limited Novellus Therapeutics Limited THIRD AMENDED AND RESTATED EXCLUSIVE LICENSE AGREEMENT Exhibit 10.3 Factor Bioscience Limited Novellus Therapeutics Limited THIRD AMENDED AND RESTATED EXCLUSIVE LICENSE AGREEMENT THIS THIRD AMENDED AND RESTATED EXCLUSIVE LICENSE AGREEMENT (this ?Agreement?) is entered into as of this 1st day of November, 2020 (the ?Third Amendment Effective Date?), by and between Factor Bioscience Limited, a company organized and existing under the laws of Ireland (?L
November 14, 2022	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 or ☐ TRANSITION R UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-11460 Etern
November 9, 2022	8-K	Regulation FD Disclosure, Financial Statements and Exhibits 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): November 9, 2022 Eterna Therapeutics Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-11460 31-1103425 (State or Other Jurisdiction of Incorporation) (Commissi
November 9, 2022	EX-99.1	Legal notices This presentation (this “Presentation”) and any oral statements made in connection with this Presentation are for informational purposes only and do not constitute an offer to sell, a solicitation of an offer to buy, or a recommendation Exhibit 99.1 Eterna TherapeuticsCompany Overview November 2022 1 ? Eterna Therapeutics Inc. Legal notices This presentation (this ?Presentation?) and any oral statements made in connection with this Presentation are for informational purposes only and do not constitute an offer to sell, a solicitation of an offer to buy, or a recommendation to purchase any equity, debt or other securities of Etern
October 24, 2022	8-K	Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant 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): October 18, 2022 Eterna Therapeutics Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-11460 31-1103425 (State or Other Jurisdiction of Incorporation) (Commissi
October 14, 2022	8-K	Entry into a Material Definitive Agreement, Financial Statements and Exhibits 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): October 8, 2022 Brooklyn ImmunoTherapeutics, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-11460 31-1103425 (State or Other Jurisdiction of Incorporation) (
October 14, 2022	EX-10.1	OPTION AGREEMENT EX-10.1 2 brhc1004294610-1.htm EXHIBIT 10.1 Exhibit 10.1 OPTION AGREEMENT This Option Agreement (“Agreement”) is made and entered into as of October 8, 2022 (the “Effective Date”), by and between Exacis Biotherapeutics, Inc., a corporation organized and existing under the laws of Delaware (“Rights Holder”), and Brooklyn ImmunoTherapeutics, Inc. (“Company”). Company and Rights Holder each may be re
October 11, 2022	EX-3.2	Second Amended and Restated Bylaws of the Company Exhibit 3.2 BYLAWS OF ETERNA THERAPEUTICS INC. (as amended and restated through October 17, 2022) SECOND AMENDED AND RESTATED BYLAWS OF ETERNA THERAPEUTICS INC. Effective October 17, 2022 CORPORATE OFFICES 1.1 Registered Office. The registered office of the Corporation shall be in the City of Wilmington, County of New Castle, State of Delaware. The name of the registered agent of the Corporation a
October 11, 2022	EX-3.3	CERTIFICATE OF AMENDMENT RESTATED CERTIFICATE OF INCORPORATION BROOKLYN IMMUNOTHERAPEUTICS, INC. Exhibit 3.3 CERTIFICATE OF AMENDMENT OF RESTATED CERTIFICATE OF INCORPORATION OF BROOKLYN IMMUNOTHERAPEUTICS, INC. Brooklyn ImmunoTherapeutics, Inc. (the “Corporation”), a Delaware corporation, does hereby certify that: 1. The certificate of incorporation of the Corporation is hereby amended by adding the following paragraph to the end of Article IV thereof: “Effective immediately upon the effecti
October 11, 2022	8-K	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): October 11, 2022 Brooklyn ImmunoT 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): October 11, 2022 Brooklyn ImmunoTherapeutics, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-11460 31-1103425 (State or Other Jurisdiction of Incorporation)
October 11, 2022	EX-3.1	CERTIFICATE OF AMENDMENT OF RESTATED CERTIFICATE OF INCORPORATION OF BROOKLYN IMMUNOTHERAPEUTICS, INC. Exhibit 3.1 CERTIFICATE OF AMENDMENT OF RESTATED CERTIFICATE OF INCORPORATION OF BROOKLYN IMMUNOTHERAPEUTICS, INC. Brooklyn ImmunoTherapeutics, Inc. (the “Corporation”), a Delaware corporation, does hereby certify that: 1. The certificate of incorporation of the Corporation is hereby amended by deleting Article I thereof in its entirety and inserting the following in lieu thereof: “The name of the
September 23, 2022	8-K	Submission of Matters to a Vote of Security Holders 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): September 21, 2022 Brooklyn ImmunoTherapeutics, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-11460 31-1103425 (State or Other Jurisdiction of Incorporation
September 15, 2022	8-K	Entry into a Material Definitive Agreement, Financial Statements and Exhibits 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): September 9, 2022 Brooklyn ImmunoTherapeutics, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-11460 31-1103425 (State or Other Jurisdiction of Incorporation)
September 15, 2022	EX-10.1	Master Services Agreement, dated September 9, 2022, by and between Factor Bioscience Inc. and Eterna Therapeutics Inc. EX-10.1 2 brhc10041894ex10-1.htm EXHIBIT 10.1 Exhibit 10.1 MASTER SERVICES AGREEMENT THIS MASTER SERVICE AGREEMENT (this “Agreement”) is entered into as of this 9th day of September 2022 (the “Effective Date”), by and between FACTOR BIOSCIENCE INC., a company organized and existing under the laws of the State of Delaware (“Factor”), and BROOKLYN IMMUNOTHERAPEUTICS, INC., a company organized and ex
September 1, 2022	8-K/A	Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) 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 21, 2022 Brooklyn ImmunoTherapeutics, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-11460 31-1103425 (State or Other Jurisdiction o
September 1, 2022	EX-10.1	GENERAL RELEASE OF CLAIMS EX-10.1 2 brhc10041542ex10-1.htm EXHIBIT 10.1 Exhibit 10.1 August 24, 2022 Kevin D’Amour Via email RE: Separation Agreement and General Release Dear Kevin: The purpose of this separation agreement (the “Separation Agreement”) is to memorialize the terms and conditions of the separation of your employment with Brooklyn ImmunoTherapeutics, Inc. (the “Company”) and its subsidiaries and affiliates (to
August 12, 2022	DEFA14A	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 DEFA14A 1 ny20004814x5defa14a.htm DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☑ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as p
August 12, 2022	DEF 14A	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 DEF 14A 1 ny20004814x4def14a.htm DEF 14A TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☑ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the C
August 11, 2022	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 or ☐ TRANSITION REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-11460 Brooklyn I
August 11, 2022	EX-10.3	TORREY PINES SCIENCE CENTER Exhibit 10.3 TORREY PINES SCIENCE CENTER LEASE This Lease (the "Lease"), dated as of the date set forth in Section 1 of the Summary of Basic Lease Information (the "Summary"), below, is made by and between TORREY PINES SCIENCE CENTER LIMITED PARTNERSHIP, a Delaware limited partnership ("Landlord"), and BROOKLYN IMMUNOTHERAPEUTICS INC., a Delaware corporation ("Tenant"). SUMMARY OF BASIC LEASE INFO
August 5, 2022	8-K	Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers 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): August 1, 2022 Brooklyn ImmunoTherapeutics, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-11460 31-1103425 (State or Other Jurisdiction of Incorporation) (C
August 2, 2022	PRE 14A	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 PRE 14A 1 ny20004814x3pre14a.htm PRE 14A TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☑ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☑ Preliminary Proxy Statement ☐ Confidential, for Use of the Co
July 27, 2022	8-K	Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers 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 21, 2022 Brooklyn ImmunoTherapeutics, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-11460 31-1103425 (State or Other Jurisdiction of Incorporation) (Co
July 1, 2022	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 or ☐ TRANSITION REPOR UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-11460 Brooklyn
July 1, 2022	EX-10.6	Assignment and Assumption of Lease dated March 25, 2022 between Eterna Therapeutics LLC and Regen Lab USA LLC Exhibit 10.6 Execution Copy ASSIGNMENT AND ASSUMPTION OF LEASE THIS ASSIGNMENT AND ASSUMPTION OF LEASE (the ?Assignment?) made as of the 25th day of March 2022 (the ?Effective Date?), between BROOKLYN IMMUNOTHERAPEUTICS LLC (?Assignor?), a Delaware limited liability company, and REGEN LAB USA LLC, a New York limited liability company (?Assignee?). WHEREAS, BioBAT, Inc. (?Landlord?), as landlord, a
July 1, 2022	10-K/A	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K/A (Amendment No. 1) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K/A (Amendment No. 1) (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OFTHE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 1-1146
July 1, 2022	8-K	Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing 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): June 27, 2022 Brooklyn ImmunoTherapeutics, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-11460 31-1103425 (State or Other Jurisdiction of Incorporation) (Co
July 1, 2022	EX-10.5	Agreement to Assign Space Lease dated March 5, 2022 between Eterna Therapeutics LLC and Regen Lab USA LLC. Exhibit 10.5 AGREEMENT TO ASSIGN SPACE LEASE This AGREEMENT TO ASSIGN SPACE LEASE (the ?Agreement?) is made and entered into as of March 5 , 2022 (the ?Signature Date?), between these two Delaware limited liability companies: (a) BROOKLYN IMMUNOTHERAPEUTICS LLC (?BITX?); and (b) REGENLAB USA LLC (?Regen?). Terms used in this Agreement may be defined after first usage. An index of defined terms app
June 17, 2022	EX-99.1	Brooklyn ImmunoTherapeutics Announces Receipt of Nasdaq Notification Regarding Minimum Bid Price Deficiency Exhibit 99.1 Brooklyn ImmunoTherapeutics Announces Receipt of Nasdaq Notification Regarding Minimum Bid Price Deficiency SAN DIEGO, JUNE 17, 2022 (GLOBE NEWSWIRE) - Brooklyn ImmunoTherapeutics, Inc. (Nasdaq:BTX) (?Brooklyn? or the ?Company?), a biopharmaceutical company focused on developing advanced therapies using state-of-the-art mRNA cell engineering technology, today announced that on June 17
June 17, 2022	8-K	Regulation FD Disclosure, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits, Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review 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): June 16, 2022 Brooklyn ImmunoTherapeutics, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-11460 31-1103425 (State or Other Jurisdiction of Incorporation) (Co
June 7, 2022	8-K	Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers 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): June 5, 2022 Brooklyn ImmunoTherapeutics, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-11460 31-1103425 (State or Other Jurisdiction of Incorporation) (Com
May 31, 2022	EX-99.1	Brooklyn ImmunoTherapeutics Announces Changes to Executive Management: Matt Angel, Ph.D. Appointed Interim Chief Executive Officer and President, Andrew Jackson Appointed Chief Financial Officer Postpones 2022 Annual Meeting Exhibit 99.1 Brooklyn ImmunoTherapeutics Announces Changes to Executive Management: Matt Angel, Ph.D. Appointed Interim Chief Executive Officer and President, Andrew Jackson Appointed Chief Financial Officer Postpones 2022 Annual Meeting SAN DIEGO, MAY 31, 2022 (GLOBE NEWSWIRE) - Brooklyn ImmunoTherapeutics, Inc. (Nasdaq:BTX) (?Brooklyn? or the ?Company?), a biopharmaceutical company focused on ex
May 31, 2022	EX-10.2	10.2** # Exhibit 10.2 May 25, 2022 Howard Federoff, M.D., Ph.D 3156 SW 27th Ave, unit 203 Miami, FL 33133 RE: Separation Agreement and General Release Dear Howard: The purpose of this separation agreement (the ?Separation Agreement?) is to memorialize the terms and conditions of the termination of your employment with Brooklyn ImmunoTherapeutics, Inc. (the ?Company?) and its subsidiaries and affiliates (to
May 31, 2022	EX-10.1	Amended and Restated Executive Employment Agreement, dated as of May 10, 2022, by and between Eterna Therapeutics Inc. and Andrew Jackson Exhibit 10.1 AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT BROOKLYN IMMUNOTHERAPEUTICS, INC. This AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT (this ?Agreement?) dated as of May 10, 2022, is entered by and between Brooklyn ImmunoTherapeutics, Inc., a Delaware corporation (the ?Company?), and Andrew Jackson, an individual residing in Cardiff, California 92007 (?Executive?) and, except
May 31, 2022	8-K	Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Other Events 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): May 9, 2022 Brooklyn ImmunoTherapeutics, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-11460 31-1103425 (State or Other Jurisdiction of Incorporation) (Comm
May 31, 2022	EX-10.1	AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT BROOKLYN IMMUNOTHERAPEUTICS, INC. Exhibit 10.1 AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT BROOKLYN IMMUNOTHERAPEUTICS, INC. This AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT (this ?Agreement?) dated as of May 10, 2022, is entered by and between Brooklyn ImmunoTherapeutics, Inc., a Delaware corporation (the ?Company?), and Andrew Jackson, an individual residing in Cardiff, California 92007 (?Executive?) and, except
May 31, 2022	EX-99.1	Brooklyn ImmunoTherapeutics Announces Changes to Executive Management: Matt Angel, Ph.D. Appointed Interim Chief Executive Officer and President, Andrew Jackson Appointed Chief Financial Officer Postpones 2022 Annual Meeting Exhibit 99.1 Brooklyn ImmunoTherapeutics Announces Changes to Executive Management: Matt Angel, Ph.D. Appointed Interim Chief Executive Officer and President, Andrew Jackson Appointed Chief Financial Officer Postpones 2022 Annual Meeting SAN DIEGO, MAY 31, 2022 (GLOBE NEWSWIRE) - Brooklyn ImmunoTherapeutics, Inc. (Nasdaq:BTX) (?Brooklyn? or the ?Company?), a biopharmaceutical company focused on ex
May 31, 2022	DEFA14A	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive
May 31, 2022	EX-10.2	10.2** # Exhibit 10.2 May 25, 2022 Howard Federoff, M.D., Ph.D 3156 SW 27th Ave, unit 203 Miami, FL 33133 RE: Separation Agreement and General Release Dear Howard: The purpose of this separation agreement (the ?Separation Agreement?) is to memorialize the terms and conditions of the termination of your employment with Brooklyn ImmunoTherapeutics, Inc. (the ?Company?) and its subsidiaries and affiliates (to
May 27, 2022	8-K	Regulation FD Disclosure, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits 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): May 24, 2022 Brooklyn ImmunoTherapeutics, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-11460 31-1103425 (State or Other Jurisdiction of Incorporation) (Com
May 27, 2022	EX-99.1	Brooklyn ImmunoTherapeutics Announces Receipt of Notice from Nasdaq Regarding Delayed Filing of Quarterly Report on Form 10-Q Exhibit 99.1 Brooklyn ImmunoTherapeutics Announces Receipt of Notice from Nasdaq Regarding Delayed Filing of Quarterly Report on Form 10-Q SAN DIEGO, MAY 27, 2022 (GLOBE NEWSWIRE) - Brooklyn ImmunoTherapeutics, Inc. (Nasdaq:BTX) (?Brooklyn?), a biopharmaceutical company focused on exploring the role that cytokine, gene editing, and cell therapy can have in treating patients with cancer, blood diso
May 17, 2022	NT 10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 SEC File Number: 001-11460 CUSIP Number: 114082100 NOTIFICATION OF LATE FILING (Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: March 31, 2022 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Tran
May 12, 2022	424B3	Brooklyn ImmunoTherapeutics, Inc. 13,714,284 Shares of Common Stock TABLE OF CONTENTS Filed pursuant to Rule 424(b)(3) Registration No. 333-264585 PROSPECTUS Brooklyn ImmunoTherapeutics, Inc. 13,714,284 Shares of Common Stock This prospectus relates to the offering and resale from time to time by the selling stockholder identified in this prospectus (the ?Selling Stockholder?) of up to 13,714,284 shares of our common stock, $0.005 par value per share (?common stoc
May 9, 2022	CORRESP	Brooklyn ImmunoTherapeutics, Inc. Brooklyn ImmunoTherapeutics, Inc. 10355 Science Center Drive, Suite 150 San Diego, CA 92121 May 9, 2022 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, D.C. 20549 Attention: Michael Davis RE: Brooklyn ImmunoTherapeutics, Inc. (the ?Company?) Registration Statement on Form S-3 (the ?Registration Statement?) Filed April 29, 2022
April 29, 2022	S-3	As filed with the Securities and Exchange Commission on April 29, 2022 S-3 1 ny20004028x1s3.htm S-3 TABLE OF CONTENTS As filed with the Securities and Exchange Commission on April 29, 2022 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Brooklyn ImmunoTherapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 31-1103425 (State or ot
April 29, 2022	EX-FILING FEES	Calculation of Filing Fee Tables Form S-3 (Form Type) Brooklyn ImmunoTherapeutics, Inc. (Exact name of registrant as specified in its charter) Table 1 – Newly Registered Securities Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) Brooklyn ImmunoTherapeutics, Inc.
April 26, 2022	DEFA14A	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 DEFA14A 1 ny20003900x3defa14a.htm FORM DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☑ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only
April 26, 2022	DEF 14A	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 DEF 14A 1 ny20003900x2def14a.htm DEF 14A TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☑ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the C
April 19, 2022	8-K	Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant 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): April 15, 2022 Brooklyn ImmunoTherapeutics, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-11460 31-1103425 (State or Other Jurisdiction of Incorporation) (C
April 19, 2022	EX-16.1	April 19, 2022 Exhibit 16.1 April 19, 2022 Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Commissioners: We have read the statements made by Brooklyn ImmunoTherapeutics, Inc. under Item 4.01 of its Form 8-K dated April 15, 2022. We agree with the statements concerning our Firm in such Form 8-K; we are not in a position to agree or disagree with other statements of Brooklyn ImmunoThera
April 15, 2022	EX-99.1	BROOKLYN IMMUNOTHERAPEUTICS, INC. CONSOLIDATED BALANCE SHEETS (In thousands, except par value amount) Exhibit 99.1 Brooklyn ImmunoTherapeutics Announces Fourth Quarter and Full Year 2021 Financial Results SAN DIEGO, APRIL 15, 2022 (GLOBE NEWSWIRE) - Brooklyn ImmunoTherapeutics, Inc. (Nasdaq:BTX) (?Brooklyn?), a biopharmaceutical company focused on exploring the role that cytokine, gene editing, and cell therapy can have in treating patients with cancer, blood disorders, and monogenic diseases, tod
April 15, 2022	8-K	Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition 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): April 15, 2022 Brooklyn ImmunoTherapeutics, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-11460 31-1103425 (State or Other Jurisdiction of Incorporation) (C
April 15, 2022	EX-10.26	TENANT: BROOKLYN IMMUNOTHERAPEUTICS, INC. Exhibit 10.26 TENANT: BROOKLYN IMMUNOTHERAPEUTICS, INC. LEASE LEASE dated as of the 15th day of June 2021, in which the Landlord and the Tenant are the parties hereinafter named, and which relates to the Premises, as defined below, within a building located at 1035 Cambridge Street, Cambridge, Massachusetts (the ?Building?). The undersigned parties do hereby covenant and agree with each other as f
April 15, 2022	EX-4.1	Exhibit 4.1 Exhibit 4.1 DESCRIPTION OF THE REGISTRANT?S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 General As of the end of the period covered by the most recent Annual Report on Form 10-K of Brooklyn ImmunoTherapeutics, Inc. (the ?registrant?), the common stock, par value $0.005 per share, of the registrant (?common stock?) was registered under Section 12 of the Secur
April 15, 2022	10-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OFTHE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 1-11460 Brooklyn ImmunoThe
April 15, 2022	EX-21.1	SUBSIDIARIES OF THE REGISTRANT EXHIBIT 21.1 SUBSIDIARIES OF THE REGISTRANT Subsidiary State Or Country of Organization Brooklyn ImmunoTherapeutics, LLC Delaware *Pursuant to Item 601(b)(21)(ii) of Regulation S-K, the names of other subsidiaries of the registrant are omitted because, considered in the aggregate, they would not constitute a significant subsidiary as of the end of the year covered by this report.
April 1, 2022	NT 10-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 SEC File Number: 001-11460 CUSIP Number: 114082100 NOTIFICATION OF LATE FILING (Check One): ?Form 10-K ? Form 20-F ? Form 11-K ? Form 10-Q ? Form 10-D ? Form N-CEN ? Form N-CSR For Period Ended: December 31, 2021 ? Transition Report on Form 10-K ? Transition Report on Form 20-F ? Transition Report on Form 11-K ? Tr
March 16, 2022	SC 13D/A	BTX / Brooklyn Immunotherapeutics Inc / Cherington Charles - SC 13 D/A Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1) Brooklyn ImmunoTherapeutics, Inc. (Name of Issuer) Common Stock, par value $.005 per share (Title of Class of Securities) 114082100 (CUSIP Number) Charles Cherington c/o Ara Partners 222 Berkeley Street, Suite 1270 Boston, Massachusetts 02116 (617) 838-30
March 9, 2022	EX-99.1	Brooklyn ImmunoTherapeutics Announces Closing of $12 Million Private Placement EX-99.1 6 brhc10034972ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 Brooklyn ImmunoTherapeutics Announces Closing of $12 Million Private Placement New York, March 09, 2022 (GLOBE NEWSWIRE) - Brooklyn ImmunoTherapeutics, Inc. (Nasdaq: BTX) (“Brooklyn”), a biopharmaceutical company focused on exploring the role that cytokine, and gene editing/cell therapy can have in treating patients with cancer, blood diso
March 9, 2022	8-K	Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Other Events 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): March 6, 2022 Brooklyn ImmunoTherapeutics, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-11460 31-1103425 (State or Other Jurisdiction of Incorporation) (Co
March 9, 2022	EX-10.1	Securities Purchase Agreement, dated as of March 6, 2022, between Eterna Therapeutics Inc. and the purchaser party thereto EX-10.1 2 brhc10034972ex10-1.htm EXHIBIT 10.1 Exhibit 10.1 EXECUTION VERSION SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of March 6, 2022, between Brooklyn ImmunoTherapeutics, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and permitted assigns, a “Purchase
March 9, 2022	EX-10.3	Form of Common Stock Warrant (March 2022) Exhibit 10.3 EXECUTION VERSION NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO A
March 9, 2022	EX-10.2	Form of Pre-Funded Warrant (March 2022) Exhibit 10.2 EXECUTION VERSION NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO A
March 9, 2022	EX-10.4	Registration Rights Agreement, dated as of March 6, 2022, between Eterna Therapeutics Inc. and the purchaser party thereto Exhibit 10.4 EXECUTION VERSION REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this ?Agreement?) is made and entered into as of March 6, 2022, between Brooklyn ImmunoTherapeutics, Inc., a Delaware corporation (the ?Company?), and each of the purchasers signatory hereto (each such purchaser, a ?Purchaser? and, collectively, the ?Purchasers?). This Agreement is made pursuant to the
February 16, 2022	SC 13G/A	BTX / Brooklyn Immunotherapeutics Inc / Singer Nicholas Jason - SC 13G/A Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Act of 1934 (Amendment No. 1) Brooklyn ImmunoTherapeutics, Inc. (Name of Issuer) Common Stock, $0.005 par value (Title of Class of Securities) 114082100 (CUSIP Number) December 31, 2021 (Date of event which requires filing of this statement) Check the appropriate box to designate the rule purs
January 24, 2022	EX-16.1	January 24, 2022 Exhibit 16.1 January 24, 2022 Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Commissioners: We have read the statements made by Brooklyn ImmunoTherapeutics, Inc. under Item 4.01 of its Form 8-K dated January 18, 2022. We agree with the statements concerning our Firm in such Form 8-K; we are not in a position to agree or disagree with other statements of Brooklyn ImmunoT

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