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)
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Delaware
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001-11460
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31-1103425
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(State or
Other Jurisdiction of Incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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10355 Science
Center Drive, Suite 150
San Diego, California
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92121
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(Address of
Principal Executive Offices)
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(Zip
Code)
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Registrant’s telephone number, including area code: (212) 582-1199
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions:
☐
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Written communications pursuant to Rule 425 under the
Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12)
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☐
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Pre-commencement communications pursuant to Rule 14d-2(b)
under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement communications pursuant to Rule 13e-4(c)
under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each
class
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Trading
symbol
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Name of each
exchange on which registered
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Common Stock, par value $0.005 per
share
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ERNA
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The Nasdaq Stock Market
LLC
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Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 or
Rule 12b-2 of the Securities Exchange Act of 1934:
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period
for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act.
☐
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Item 1.01 |
Entry into a
Material Definitive Agreement.
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On October 18, 2022, Eterna Therapeutics Inc., a Delaware
corporation (the “Company”), entered into a
sublease agreement (the “Sublease”) with E.R. Squibb
& Sons, L.L.C., a Delaware limited liability company
(“Sublessor”), for
office and laboratory space (the “Premises”). The Premises
consists of approximately 45,500 square feet on the ninth floor of
the building currently under construction located at 250 Water
Street, Somerville, Massachusetts 02141.
The Sublease rent commences on the date that is the earlier of (i)
the date that the Company commences business operations from the
Premises and (ii) the date that is the one-year anniversary of the
later to occur of (A) October 18, 2022 and (B) the date that
Sublessor obtains the primary landlord’s consent for the Sublease
(such applicable date, the “Rent Commencement Date”). The
Sublease has a term of 10 years from the Rent Commencement Date
(the “Term”),
subject to a five-year extension in accordance with the terms of
the Sublease.
Pursuant to the Sublease, within two business days following
receipt of the primary landlord’s consent to the Sublease, the
Company will deliver to Sublessor a security deposit in the form of
a letter of credit in the amount of $4,095,000.00. Provided there
are no events of default by the Company under the Sublease, the
letter of credit will be reduced on an incremental basis throughout
the Term. Pursuant to the Sublease, the Company has agreed to pay
base rent of $455,000.00 per month during the first year of the
Term, increasing on an incremental basis each subsequent year of
the Term, as well as traditional lease expenses including, certain
taxes, operating expenses and utilities.
The foregoing description of the Sublease is only a summary and is
qualified in its entirety by reference to the complete text of the
Sublease, which the Company will file with its annual report on
Form 10-K for the year ending December 31, 2022.
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Item 2.03 |
Creation of a
Direct Financial Obligation or an Obligation under an Off-Balance
Sheet Arrangement of a Registrant.
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The information set forth in Item 1.01 above is incorporated by
reference into this Item 2.03.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, hereunto duly authorized.
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Eterna Therapeutics Inc.
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Dated: October 24, 2022
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By:
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/s/ Andrew Jackson
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Chief Financial Officer
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