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)
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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
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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 1.02 |
Termination of
a Material Definitive Agreement.
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On November 30, 2022, Eterna Therapeutics Inc., a Delaware
corporation (the “Company”), entered into a
lease termination agreement (the “Termination Agreement”) with
Torrey Pines Science Center Limited Partnership, a Delaware limited
partnership (“Landlord”), to terminate that
certain lease agreement (the “Lease”), dated as of March 31,
2022, pursuant to which the Landlord leases to the Company 5,193
square feet of office space located at 10355 Science Center Drive,
San Diego, CA 92121 (the “Premises”). The Lease will
terminate pursuant to the Termination Agreement if Landlord enters
into a new lease agreement for the Premises with a designated third
party on or before January 15, 2023, following which, upon notice
to the Company from Landlord, the Lease will terminate as of 11:59
P.M. on February 28, 2023 (the “Termination Date”). The
Company has agreed to pay Landlord a termination fee of $100,000,
with (i) $46,000.00 payable within five business days following
Landlord’s delivery of such notice and (ii) $54,000.00 payable on
or before the Termination Date. If not terminated as
described in this Item 1.02, the Lease will expire in June
2027.
A description of the material terms of the Lease is set forth in
Note 5 under the heading “Operating Leases” contained in the
Company’s condensed consolidated financial statements in Part I
Item 1 of the Company’s Quarterly Report on Form 10-Q for the
quarter ended September 30, 2022 filed with the Securities and
Exchange Commission on November 14, 2022, which description is
incorporated by reference in this Item 1.02 of this Current Report
on Form 8-K.
The Company entered into the Termination Agreement in connection
with the Company’s previously announced decision in the second
quarter of 2022 to consolidate its research and development efforts
in Cambridge, Massachusetts.
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: December 6, 2022
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By:
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/s/ Andrew Jackson
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Chief Financial Officer
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