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 Inc.

(Exact Name of Registrant as Specified in its Charter)

Delaware	001-11460	31-1103425
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)
1035 Cambridge Street, Suite 18A
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Cambridge, MA	02141
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code: (212) 582-1199

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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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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☐	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:

Title of each class	Trading symbol	Name of each exchange on which registered
Common Stock, par value $0.005 per share	ERNA	NASDAQ

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.

As previously reported, on February 20, 2023, Eterna Therapeutics Inc., a Delaware corporation (the “Company”), entered into an exclusive license agreement (the “Exclusive License Agreement”) with Factor Bioscience Limited (“Factor”), pursuant to which Factor granted to the Company an exclusive, sublicensable, worldwide license under certain patents owned by Factor (the “Factor

    Patents”\) for the purpose of, among other things, identifying and pursuing certain opportunities to develop products in respect of the Factor Patents and otherwise grant to third parties sublicenses to the Factor Patents.

On July 12, 2023, the Company and Factor entered into an amendment to the Exclusive License Agreement (the “Amendment”), pursuant to which, among other things, the Exclusive License Agreement has been amended to (i) expand the field of use of the Factor Patents to include veterinary uses, (ii) provide that the initial term of the Exclusive License Agreement, which expires on November 22, 2027, will automatically extend for a period of five years (increased from two-and-a-half years) if the Company pays to Factor at least $6.0 million, which may be composed of the fees received by the Company from sublicenses to the Factor Patents (“Sublicense Fees”), other cash on hand, or a combination thereof, (iii) reduce the amount of Sublicense Fees payable by the Company to Factor during the foregoing renewal term from 30% to 20%, (iv) eliminate Factor’s termination rights with respect to Factor Patents that are not sublicensed, or for which an opportunity has not been identified, in each case by a certain date and (v) provide for the Company’s payment to Factor of a monthly maintenance fee in the amount of $416,667, commencing in September 2024.

Dr. Matthew Angel, the Company’s President and Chief Executive Officer, is the co-founder, President, CEO, and a director of Factor Bioscience Inc., which is the parent of Factor.

The foregoing description of the Amendment is only a summary and is qualified in its entirety by reference to the full text of the Amendment, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated by reference in this Item 1.01.

Item 9.01	Financial Statements and Exhibits.

(d) Exhibits.

Exhibit<br><br> <br>Number	Description
10.1	First Amendment to Exclusive License Agreement, dated as of July 12, 2023, by and between Eterna Therapeutics Inc. and Factor Bioscience Limited.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

	Eterna Therapeutics Inc.
Dated: July 13, 2023	By:	/s/ Matthew Angel
		Chief Executive Officer and President

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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 under the laws of the State of Delaware \(“Licensee”\). Licensor and Licensee may each be referred to in this Amendment
    individually as a “Party” and collectively as the “Parties.”

RECITALS

WHEREAS, Licensor and Licensee have entered into an Exclusive License Agreement effective February 20, 2023 (the “Agreement”); and

WHEREAS, the Parties wish to amend certain terms of the Agreement.

NOW, THEREFORE, in consideration of the premises and the mutual agreements and covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1.	The Parties agree to amend the Agreement as of the Amendment Effective Date as follows:
i.	Section 1.12 is deleted in its entirety and replaced with the following:
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““Field” means all human and veterinary uses. For the avoidance of doubt, the Field does not include agricultural uses.”

ii.	Section 1.27 is deleted in its entirety and replaced with the following:

““Success Milestone” means actual receipt by Licensor of at least six million U.S. dollars ($6,000,000) paid by Licensee pursuant to Section 5.1.”

iii.	Section 2.2 (Sublicensing.) is amended by replacing “twenty million dollars ($20,000,000) in cash” with “that does<br> not have at least ten million dollars ($10,000,000) in cash”.
iv.	Section 5.1 (Royalties on Sublicense Fees.) is deleted in its entirety and replaced with the following:
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“5.1          Royalties on Sublicense Fees.

Licensee shall, within thirty (30) days of receipt of any Sublicense Fees, (a) pay to Licensor twenty percent (20%) of any such Sublicense Fees received in connection with any Existing Opportunities or Opportunities Identified during the Term (which, for clarity, includes both the Initial Term and any Renewal Term) and (b) provide to Licensor a report specifying the source and nature of the Sublicense Fees, the gross amount of Sublicense Fees received, any applicable fees, credits or deductions permitted pursuant to this Agreement, and the net amount of Sublicense Fees payable to Licensor. Licensee shall pay in U.S. dollars all amounts due to Licensor pursuant to this Agreement. All payments due to Licensor hereunder shall be made by wire transfer of immediately available funds into an account designated by Licensor.”

v.	A new Section 5.5 is added to the Agreement as follows:

“5.5          Maintenance Fees.

Beginning on September 9, 2024, and on the ninth (9^th^) day of each calendar month during the Term thereafter (which, for clarity, includes both the Initial Term and any Renewal Term), Licensee shall pay Licensor an amount equal to four hundred sixteen thousand six hundred sixty-seven U.S. dollars ($416,667).

vi.	Section 7.1 (Term.) is deleted in its entirety and replaced with the following:

“7.1          Term.

The term of this Agreement (the “Term”) will begin on the Effective Date and will expire, in its entirety, on the Expiration Date (the “Initial Term”) unless earlier terminated under the provisions of this Section 7; provided however that, the Initial Term shall automatically extend for an additional five (5) years (the “Renewal

        Term”\) if the Success Milestone has been met during the Initial Term, provided further that Licensee may, at any time during the Initial Term, pay Licensor an amount equal to the remaining amount necessary to meet the Success
    Milestone, and, upon actual receipt by Licensor of such payment during the Initial Term, the Success Milestone will be deemed to be met and the Initial Term shall automatically be extended by the Renewal Term upon the Expiration Date.”

vii.	Section 7.2.7 is deleted in its entirety.
2.	All capitalized terms used herein and not defined herein have the respective meanings provided therefor in the Agreement.
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3.	Unless as specifically modified by this Amendment, all other terms and provisions of the Agreement shall remain in full force and effect, and, on and following the Amendment Effective Date the term<br> “this Agreement” in the Agreement means the Agreement as amended by this Amendment.
4.	This Amendment may be executed by original or facsimile signature in any number of counterparts, each of which need not contain the signature of more than one Party but all such counterparts taken<br> together will constitute one and the same agreement.
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Signature Page Follows

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IN WITNESS WHEREOF, the Parties hereto have executed this Amendment by their respective authorized representatives:

FACTOR BIOSCIENCE LIMITED
By:	/s/ Christopher Rohde
	Name: Christopher Rohde
	Title:  Director, Factor Bioscience Limited
ETERNA THERAPEUTICS INC.
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By:	/s/ Sandra Gurrola
	Name: Sandra Gurrola
	Title: V.P. of Finance, Eterna Therapeutics Inc.

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