As previously reported, on November 23, 2022, Eterna Therapeutics Inc., a Delaware corporation (the "Company"), entered into a Securities Purchase Agreement (the "Purchase Agreement") with certain investors (the "Purchasers") providing for the private placement (the "Private Placement") to the Purchasers of an aggregate of 2,184,950 units (collectively, the "Units"), each Unit consisting of (i) one share of the Company’s common stock, par value $0.005 per share ("Common Stock") and (ii) two warrants, each exercisable to purchase one share of Common Stock (the "Warrants"), for an aggregate purchase price of approximately $7.7 million, consisting of $3.53 per Unit (inclusive of $0.125 per Warrant) (Filing, 8-K, Brooklyn ImmunoTherapeutics, DEC 5, 2022, View Source [SID1234624765]). The closing of the Private Placement occurred on December 2, 2022 (the "Closing Date").

Each Warrant has an exercise price of $3.28 per share, becomes exercisable six months following the Closing Date, expires five-and-one-half years following the Closing Date and is subject to customary adjustments. The Warrants purchased by certain of the Purchasers contain a provision pursuant to which such Warrants may not be exercised if the aggregate number of shares of Common Stock beneficially owned by the holder thereof would exceed 4.99% immediately after exercise thereof, subject to increase to 9.99% at the option of the holder.

The Company intends to use the net proceeds from the Private Placement for general working capital purposes.

Mr. Charles Cherington, Chairman of the Company’s Board of Directors, and Mr. Nicholas Singer, a director of the Company, participated in the Private Placement on the same terms and subject to the same conditions as all other Purchasers.

Pursuant to the Purchase Agreement, on the Closing Date, the Company and the Purchasers entered into a Registration Rights Agreement, pursuant to which the Company has agreed to prepare and file a registration statement on Form S-3 with the Securities and Exchange Commission no later than 30 days following the date on which the Company becomes eligible to use Form S-3 to register the resale of the shares of Common Stock included in the Units and the shares of Common Stock issuable upon exercise of the Warrants.

The foregoing description of the Warrants and the Registration Rights Agreement is only a summary and is qualified in its entirety by reference to the full text of such agreements, which are filed as Exhibits 10.1 and 10.2, respectively, to this Current Report on Form 8-K and are incorporated by reference herein.

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