ERNA · Ernexa Therapeutics Inc. · Insider Trading

Subject to continued service, one-third of the shares underlying the stock option will vest on the first anniversary of the grant date, and the remaining shares underlying the stock option will vest in 24 substantially equal monthly installments thereafter.

Subject to continued service, one-third of the shares underlying the stock option will vest on the first anniversary of the grant date, and the remaining shares underlying the stock option will vest in 24 substantially equal monthly installments thereafter.

Subject to continued service, one-third of the shares underlying the stock option will vest on the first anniversary of the grant date, and the remaining shares underlying the stock option will vest in 24 substantially equal monthly installments thereafter.

Represents options to purchase shares of the registrant's common stock in lieu of prorated director's cash compensation for 2026 pursuant to the Director's Compensation Plan effective August 15, 2026, granted under the Issuer's 2026 Omnibus Equity Incentive Plan. Subject to continued service, 100% of the stock options will vest on December 31, 2026.

Represents options to purchase shares of the registrant's common stock in lieu of prorated director's cash compensation for 2026 pursuant to the Director's Compensation Plan effective August 15, 2026, granted under the Issuer's 2026 Omnibus Equity Incentive Plan. Subject to continued service, 100% of the stock options will vest on December 31, 2026.

Represents options to purchase shares of the registrant's common stock in lieu of prorated director's cash compensation for 2026 pursuant to the Director's Compensation Plan effective August 15, 2026, granted under the Issuer's 2026 Omnibus Equity Incentive Plan. Subject to continued service, 100% of the stock options will vest on December 31, 2026.

Subject to continued service, one-third of the shares underlying the stock option will vest on the first anniversary of the grant date, and the remaining shares underlying the stock option will vest in 24 substantially equal monthly installments thereafter.

Subject to continued service, one-third of the shares underlying the stock option will vest on the first anniversary of the grant date, and the remaining shares underlying the stock option will vest in 24 substantially equal monthly installments thereafter.

These shares and warrants were purchased by the reporting person in the Issuer's follow-on offering pursuant to a prospectus supplement dated February 6, 2026, which closed on February 10, 2026.

The combined purchase price in the Offering per share of Common Stock and accompanying warrant was $0.50.

The warrants will expire on the earlier of (i) February 10, 2031 or (ii) the 180th calendar day following the public release by the Company of clinical trial data from the first cohort of the Phase 1 study of ERNA-101.

These shares and warrants were purchased by the reporting person in the Issuer's follow-on offering pursuant to a prospectus supplement dated February 6, 2026, which closed on February 10, 2026.

The combined purchase price in the Offering per share of Common Stock and accompanying warrant was $0.50.

Each restricted stock unit converts into one share of common stock.

Each restricted stock unit converts into one share of common stock.

On June 21, 2021, the reporting person was granted 118 restricted stock units, vesting in four substantially equal installments beginning on the first anniversary of the grant date.

On June 9, 2025, pursuant to a private placement offering by the Issuer and following the receipt of stockholder approval, the reporting person acquired 21,241,163 shares of the Issuer's Common Stock.

On June 2, 2025, the Issuer paid a dividend to all holders of record of its Series A Preferred Stock on such date of $0.05 per share of Series A Preferred Stock. Pursuant to the terms of the Series A Preferred Stock, the Issuer elected to pay the dividend in an equivalent amount of Common Stock. As a result, the Reporting Person received 16,978 shares of the Issuer's Common Stock.

On April 2, 2025, pursuant to a private placement offering by the Issuer, the reporting person acquired 3,768,397 shares of the Issuer's Common Stock.

On December 3, 2024, the Issuer paid a dividend to all holders of record of its Series A Preferred Stock on such date of $0.05 per share of Series A Preferred Stock. Pursuant to the terms of the Series A Preferred Stock, the Issuer elected to pay the dividend in an equivalent amount of common stock. As a result, the Reporting Person received 5,082 shares of the Issuer's common stock.

Subject to continued service, one-third of the shares underlying the stock option will vest on the first anniversary of the grant date, and the remaining shares underlying the stock option will vest in 24 substantially equal monthly installments thereafter.

Subject to continued service, one-third of the shares underlying the stock option will vest on the first anniversary of the grant date, and the remaining shares underlying the stock option will vest in 24 substantially equal monthly installments thereafter.

Subject to continued service, one-third of the shares underlying the stock option will vest on the first anniversary of the grant date, and the remaining shares underlying the stock option will vest in 24 substantially equal monthly installments thereafter.

Subject to continued service, one-third of the shares underlying the stock option will vest on the first anniversary of the grant date, and the remaining shares underlying the stock option will vest in 24 substantially equal monthly installments thereafter.

Subject to continued service, one-third of the shares underlying the stock option will vest on the first anniversary of the grant date, and the remaining shares underlying the stock option will vest in 24 substantially equal monthly installments thereafter.

The stock option shall vest over three years with 1/3 of the underlying shares vesting on the one-year anniversary of the grant date and the remaining underlying shares vesting in 24 substantially equal monthly installments thereafter.

On November 5, 2024, the Reporting Person filed a Form 4 that included an incorrect transaction date of October 29, 2024 for the Exchange Transactions (as defined below) based on the fact that under the Exchange Agreement (as defined below) consummation of the Exchange Transactions was conditioned upon Stockholder Approval (as defined in the Exchange Agreement). This amendment is being filed to reflect the correct transaction date for the Exchange Transactions of September 24, 2024 based on the analysis set forth in footnote 2 below.

Upon review of the relevant facts and caselaw, the Reporting Person has determined that the Stockholder Approval was not a material condition for the Exchange Transactions as the Reporting Person and several other stockholders exchanging securities with the Company had entered into support agreements with the Issuer on September 24, 2024 (as disclosed in the Issuer's Current Report on Form 8-K filed with the SEC on September 25, 2024) pursuant to which each stockholder agreed to vote all of their eligible voting securities in favor of the Stockholder Approval. According to the Issuer's Definitive Proxy Statement filed with the SEC on October 7, 2024, the parties to the support agreements owned approximately 48% of the Issuer's outstanding Common Stock, which meant that the satisfaction of the condition was practically assured and the Reporting Person became irrevocably committed to the Exchange Transactions on September 24, 2024 after all parties entered into the support agreements.

The reporting person entered into an Exchange Agreement with the Issuer on September 24, 2024 (the "Exchange Agreement"), pursuant to which the reporting person agreed to exchange all their warrants to purchase shares of the Issuer's common stock, par value $0.005 per share ("Common Stock") at an exchange ratio of 0.5 of a share of Common Stock for every one share of Common Stock issuable upon exercise of the applicable warrant (rounded up to the nearest whole number) (the "Warrant Exchange").

Consummation of the Exchange Transactions was conditioned upon the Issuer obtaining Stockholder Approval, which occurred on October 29, 2024.

Shares issued pursuant to the Exchange Agreement in exchange for all of the reporting person's warrants to purchase shares of Common Stock at an exercise price of $1.43 per share with an expiration date of December 15, 2028.

On November 5, 2024, the Reporting Person filed a Form 4 that included an incorrect transaction date of October 29, 2024 for the Exchange Transactions (as defined below) based on the fact that under the Exchange Agreement (as defined below) consummation of the Exchange Transactions was conditioned upon Stockholder Approval (as defined in the Exchange Agreement). This amendment is being filed to reflect the correct transaction date for the Exchange Transactions of September 24, 2024 based on the analysis set forth in footnote 2 below.

Upon review of the relevant facts and caselaw, the Reporting Person has determined that the Stockholder Approval was not a material condition for the Exchange Transactions as the Reporting Person and several other stockholders exchanging securities with the Company had entered into support agreements with the Issuer on September 24, 2024 (as disclosed in the Issuer's Current Report on Form 8-K filed with the SEC on September 25, 2024) pursuant to which each stockholder agreed to vote all of their eligible voting securities in favor of the Stockholder Approval. According to the Issuer's Definitive Proxy Statement filed with the SEC on October 7, 2024, the parties to the support agreements owned approximately 48% of the Issuer's outstanding Common Stock, which meant that the satisfaction of the condition was practically assured and the Reporting Person became irrevocably committed to the Exchange Transactions on September 24, 2024 after all parties entered into the support agreements.

The reporting person entered into an Exchange Agreement with the Issuer on September 24, 2024 (the "Exchange Agreement"), pursuant to which the reporting person agreed to exchange all their warrants to purchase shares of the Issuer's common stock, par value $0.005 per share ("Common Stock") at an exchange ratio of 0.5 of a share of Common Stock for every one share of Common Stock issuable upon exercise of the applicable warrant (rounded up to the nearest whole number) (the "Warrant Exchange").

Consummation of the Exchange Transactions was conditioned upon the Issuer obtaining Stockholder Approval, which occurred on October 29, 2024.

On November 5, 2024, the Reporting Person filed a Form 4 that included an incorrect transaction date of October 29, 2024 for the Exchange Transactions (as defined below) based on the fact that under the Exchange Agreement (as defined below) consummation of the Exchange Transactions was conditioned upon Stockholder Approval (as defined in the Exchange Agreement). This amendment is being filed to reflect the correct transaction date for the Exchange Transactions of September 24, 2024 based on the analysis set forth in footnote 2 below.

Upon review of the relevant facts and caselaw, the Reporting Person has determined that the Stockholder Approval was not a material condition for the Exchange Transactions as the Reporting Person and several other stockholders exchanging securities with the Company had entered into support agreements with the Issuer on September 24, 2024 (as disclosed in the Issuer's Current Report on Form 8-K filed with the SEC on September 25, 2024) pursuant to which each stockholder agreed to vote all of their eligible voting securities in favor of the Stockholder Approval. According to the Issuer's Definitive Proxy Statement filed with the SEC on October 7, 2024, the parties to the support agreements owned approximately 48% of the Issuer's outstanding Common Stock, which meant that the satisfaction of the condition was practically assured and the Reporting Person became irrevocably committed to the Exchange Transactions on September 24, 2024 after all parties entered into the support agreements.

The Reporting Person also agreed pursuant to the Exchange Agreement to exchange all their convertible notes for shares of Common Stock at an exchange ratio equal to (A) the sum expressed in U.S. dollars of (1) the principal amount of the applicable convertible note, plus (2) all accrued and unpaid interest thereon through the date the applicable convertible note is exchanged plus (3) all interest that would have accrued through, but not including, the maturity date of applicable convertible note if it was outstanding from the date such convertible note is exchanged through its maturity date, divided by (B) $1.00 (rounded up to the nearest whole number) (collectively with the Warrant Exchange, the "Exchange Transactions").

Consummation of the Exchange Transactions was conditioned upon the Issuer obtaining Stockholder Approval, which occurred on October 29, 2024.

On November 5, 2024, the Reporting Person filed a Form 4 that included an incorrect transaction date of October 29, 2024 for the Exchange Transactions (as defined below) based on the fact that under the Exchange Agreement (as defined below) consummation of the Exchange Transactions was conditioned upon Stockholder Approval (as defined in the Exchange Agreement). This amendment is being filed to reflect the correct transaction date for the Exchange Transactions of September 24, 2024 based on the analysis set forth in footnote 2 below.

Upon review of the relevant facts and caselaw, the Reporting Person has determined that the Stockholder Approval was not a material condition for the Exchange Transactions as the Reporting Person and several other stockholders exchanging securities with the Company had entered into support agreements with the Issuer on September 24, 2024 (as disclosed in the Issuer's Current Report on Form 8-K filed with the SEC on September 25, 2024) pursuant to which each stockholder agreed to vote all of their eligible voting securities in favor of the Stockholder Approval. According to the Issuer's Definitive Proxy Statement filed with the SEC on October 7, 2024, the parties to the support agreements owned approximately 48% of the Issuer's outstanding Common Stock, which meant that the satisfaction of the condition was practically assured and the Reporting Person became irrevocably committed to the Exchange Transactions on September 24, 2024 after all parties entered into the support agreements.

The Reporting Person also agreed pursuant to the Exchange Agreement to exchange all their convertible notes for shares of Common Stock at an exchange ratio equal to (A) the sum expressed in U.S. dollars of (1) the principal amount of the applicable convertible note, plus (2) all accrued and unpaid interest thereon through the date the applicable convertible note is exchanged plus (3) all interest that would have accrued through, but not including, the maturity date of applicable convertible note if it was outstanding from the date such convertible note is exchanged through its maturity date, divided by (B) $1.00 (rounded up to the nearest whole number) (collectively with the Warrant Exchange, the "Exchange Transactions").

Consummation of the Exchange Transactions was conditioned upon the Issuer obtaining Stockholder Approval, which occurred on October 29, 2024.

On November 5, 2024, the Reporting Person filed a Form 4 that included an incorrect transaction date of October 29, 2024 for the Exchange Transactions (as defined below) based on the fact that under the Exchange Agreement (as defined below) consummation of the Exchange Transactions was conditioned upon Stockholder Approval (as defined in the Exchange Agreement). This amendment is being filed to reflect the correct transaction date for the Exchange Transactions of September 24, 2024 based on the analysis set forth in footnote 2 below.

Upon review of the relevant facts and caselaw, the Reporting Person has determined that the Stockholder Approval was not a material condition for the Exchange Transactions as the Reporting Person and several other stockholders exchanging securities with the Company had entered into support agreements with the Issuer on September 24, 2024 (as disclosed in the Issuer's Current Report on Form 8-K filed with the SEC on September 25, 2024) pursuant to which each stockholder agreed to vote all of their eligible voting securities in favor of the Stockholder Approval. According to the Issuer's Definitive Proxy Statement filed with the SEC on October 7, 2024, the parties to the support agreements owned approximately 48% of the Issuer's outstanding Common Stock, which meant that the satisfaction of the condition was practically assured and the Reporting Person became irrevocably committed to the Exchange Transactions on September 24, 2024 after all parties entered into the support agreements.

The Reporting Person also agreed pursuant to the Exchange Agreement to exchange all their convertible notes for shares of Common Stock at an exchange ratio equal to (A) the sum expressed in U.S. dollars of (1) the principal amount of the applicable convertible note, plus (2) all accrued and unpaid interest thereon through the date the applicable convertible note is exchanged plus (3) all interest that would have accrued through, but not including, the maturity date of applicable convertible note if it was outstanding from the date such convertible note is exchanged through its maturity date, divided by (B) $1.00 (rounded up to the nearest whole number) (collectively with the Warrant Exchange, the "Exchange Transactions").

Consummation of the Exchange Transactions was conditioned upon the Issuer obtaining Stockholder Approval, which occurred on October 29, 2024.

Shares issued pursuant to the Exchange Agreement in exchange for all of the reporting person's 6.0% Senior Convertible Promissory Notes due 2028 in the aggregate principal amount of $3,300,000 plus applicable interest.

On November 5, 2024, the Reporting Person filed a Form 4 that included an incorrect transaction date of October 29, 2024 for the Exchange Transactions (as defined below) based on the fact that under the Exchange Agreement (as defined below) consummation of the Exchange Transactions was conditioned upon Stockholder Approval (as defined in the Exchange Agreement). This amendment is being filed to reflect the correct transaction date for the Exchange Transactions of September 24, 2024 based on the analysis set forth in footnote 2 below.

Upon review of the relevant facts and caselaw, the Reporting Person has determined that the Stockholder Approval was not a material condition for the Exchange Transactions as the Reporting Person and several other stockholders exchanging securities with the Company had entered into support agreements with the Issuer on September 24, 2024 (as disclosed in the Issuer's Current Report on Form 8-K filed with the SEC on September 25, 2024) pursuant to which each stockholder agreed to vote all of their eligible voting securities in favor of the Stockholder Approval. According to the Issuer's Definitive Proxy Statement filed with the SEC on October 7, 2024, the parties to the support agreements owned approximately 48% of the Issuer's outstanding Common Stock, which meant that the satisfaction of the condition was practically assured and the Reporting Person became irrevocably committed to the Exchange Transactions on September 24, 2024 after all parties entered into the support agreements.

The reporting person entered into an Exchange Agreement with the Issuer on September 24, 2024 (the "Exchange Agreement"), pursuant to which the reporting person agreed to exchange all their warrants to purchase shares of the Issuer's common stock, par value $0.005 per share ("Common Stock") at an exchange ratio of 0.5 of a share of Common Stock for every one share of Common Stock issuable upon exercise of the applicable warrant (rounded up to the nearest whole number) (the "Warrant Exchange").

Consummation of the Exchange Transactions was conditioned upon the Issuer obtaining Stockholder Approval, which occurred on October 29, 2024.

On November 5, 2024, the Reporting Person filed a Form 4 that included an incorrect transaction date of October 29, 2024 for the Exchange Transactions (as defined below) based on the fact that under the Exchange Agreement (as defined below) consummation of the Exchange Transactions was conditioned upon Stockholder Approval (as defined in the Exchange Agreement). This amendment is being filed to reflect the correct transaction date for the Exchange Transactions of September 24, 2024 based on the analysis set forth in footnote 2 below.

Upon review of the relevant facts and caselaw, the Reporting Person has determined that the Stockholder Approval was not a material condition for the Exchange Transactions as the Reporting Person and several other stockholders exchanging securities with the Company had entered into support agreements with the Issuer on September 24, 2024 (as disclosed in the Issuer's Current Report on Form 8-K filed with the SEC on September 25, 2024) pursuant to which each stockholder agreed to vote all of their eligible voting securities in favor of the Stockholder Approval. According to the Issuer's Definitive Proxy Statement filed with the SEC on October 7, 2024, the parties to the support agreements owned approximately 48% of the Issuer's outstanding Common Stock, which meant that the satisfaction of the condition was practically assured and the Reporting Person became irrevocably committed to the Exchange Transactions on September 24, 2024 after all parties entered into the support agreements.

The Reporting Person also agreed pursuant to the Exchange Agreement to exchange all their convertible notes for shares of Common Stock at an exchange ratio equal to (A) the sum expressed in U.S. dollars of (1) the principal amount of the applicable convertible note, plus (2) all accrued and unpaid interest thereon through the date the applicable convertible note is exchanged plus (3) all interest that would have accrued through, but not including, the maturity date of applicable convertible note if it was outstanding from the date such convertible note is exchanged through its maturity date, divided by (B) $1.00 (rounded up to the nearest whole number) (collectively with the Warrant Exchange, the "Exchange Transactions").

Consummation of the Exchange Transactions was conditioned upon the Issuer obtaining Stockholder Approval, which occurred on October 29, 2024.

Shares issued pursuant to the Exchange Agreement in exchange for all of the reporting person's 12.0% Senior Convertible Notes due December 12, 2028 in the aggregate principal amount of $3,000,000 plus applicable interest.

On November 5, 2024, the Reporting Person filed a Form 4 that included an incorrect transaction date of October 29, 2024 for the Exchange Transactions (as defined below) based on the fact that under the Exchange Agreement (as defined below) consummation of the Exchange Transactions was conditioned upon Stockholder Approval (as defined in the Exchange Agreement). This amendment is being filed to reflect the correct transaction date for the Exchange Transactions of September 24, 2024 based on the analysis set forth in footnote 2 below.

Upon review of the relevant facts and caselaw, the Reporting Person has determined that the Stockholder Approval was not a material condition for the Exchange Transactions as the Reporting Person and several other stockholders exchanging securities with the Company had entered into support agreements with the Issuer on September 24, 2024 (as disclosed in the Issuer's Current Report on Form 8-K filed with the SEC on September 25, 2024) pursuant to which each stockholder agreed to vote all of their eligible voting securities in favor of the Stockholder Approval. According to the Issuer's Definitive Proxy Statement filed with the SEC on October 7, 2024, the parties to the support agreements owned approximately 48% of the Issuer's outstanding Common Stock, which meant that the satisfaction of the condition was practically assured and the Reporting Person became irrevocably committed to the Exchange Transactions on September 24, 2024 after all parties entered into the support agreements.

The reporting person entered into an Exchange Agreement with the Issuer on September 24, 2024 (the "Exchange Agreement"), pursuant to which the reporting person agreed to exchange all their warrants to purchase shares of the Issuer's common stock, par value $0.005 per share ("Common Stock") at an exchange ratio of 0.5 of a share of Common Stock for every one share of Common Stock issuable upon exercise of the applicable warrant (rounded up to the nearest whole number) (the "Warrant Exchange").

Consummation of the Exchange Transactions was conditioned upon the Issuer obtaining Stockholder Approval, which occurred on October 29, 2024.

Shares issued pursuant to the Exchange Agreement in exchange for all of the reporting person's warrants to purchase shares of Common Stock at an exercise price of $1.43 per share with an expiration date of July 14, 2028.

On November 5, 2024, the Reporting Person filed a Form 4 that included an incorrect transaction date of October 29, 2024 for the Exchange Transactions (as defined below) based on the fact that under the Exchange Agreement (as defined below) consummation of the Exchange Transactions was conditioned upon Stockholder Approval (as defined in the Exchange Agreement). This amendment is being filed to reflect the correct transaction date for the Exchange Transactions of September 24, 2024 based on the analysis set forth in footnote 2 below.

Upon review of the relevant facts and caselaw, the Reporting Person has determined that the Stockholder Approval was not a material condition for the Exchange Transactions as the Reporting Person and several other stockholders exchanging securities with the Company had entered into support agreements with the Issuer on September 24, 2024 (as disclosed in the Issuer's Current Report on Form 8-K filed with the SEC on September 25, 2024) pursuant to which each stockholder agreed to vote all of their eligible voting securities in favor of the Stockholder Approval. According to the Issuer's Definitive Proxy Statement filed with the SEC on October 7, 2024, the parties to the support agreements owned approximately 48% of the Issuer's outstanding Common Stock, which meant that the satisfaction of the condition was practically assured and the Reporting Person became irrevocably committed to the Exchange Transactions on September 24, 2024 after all parties entered into the support agreements.

The reporting person entered into an Exchange Agreement with the Issuer on September 24, 2024 (the "Exchange Agreement"), pursuant to which the reporting person agreed to exchange all their warrants to purchase shares of the Issuer's common stock, par value $0.005 per share ("Common Stock") at an exchange ratio of 0.5 of a share of Common Stock for every one share of Common Stock issuable upon exercise of the applicable warrant (rounded up to the nearest whole number) (the "Warrant Exchange").

Consummation of the Exchange Transactions was conditioned upon the Issuer obtaining Stockholder Approval, which occurred on October 29, 2024.

On November 5, 2024, the Reporting Person filed a Form 4 that included an incorrect transaction date of October 29, 2024 for the Exchange Transactions (as defined below) based on the fact that under the Exchange Agreement (as defined below) consummation of the Exchange Transactions was conditioned upon Stockholder Approval (as defined in the Exchange Agreement). This amendment is being filed to reflect the correct transaction date for the Exchange Transactions of September 24, 2024 based on the analysis set forth in footnote 2 below.

Upon review of the relevant facts and caselaw, the Reporting Person has determined that the Stockholder Approval was not a material condition for the Exchange Transactions as the Reporting Person and several other stockholders exchanging securities with the Company had entered into support agreements with the Issuer on September 24, 2024 (as disclosed in the Issuer's Current Report on Form 8-K filed with the SEC on September 25, 2024) pursuant to which each stockholder agreed to vote all of their eligible voting securities in favor of the Stockholder Approval. According to the Issuer's Definitive Proxy Statement filed with the SEC on October 7, 2024, the parties to the support agreements owned approximately 48% of the Issuer's outstanding Common Stock, which meant that the satisfaction of the condition was practically assured and the Reporting Person became irrevocably committed to the Exchange Transactions on September 24, 2024 after all parties entered into the support agreements.

The reporting person entered into an Exchange Agreement with the Issuer on September 24, 2024 (the "Exchange Agreement"), pursuant to which the reporting person agreed to exchange all their warrants to purchase shares of the Issuer's common stock, par value $0.005 per share ("Common Stock") at an exchange ratio of 0.5 of a share of Common Stock for every one share of Common Stock issuable upon exercise of the applicable warrant (rounded up to the nearest whole number) (the "Warrant Exchange").

Consummation of the Exchange Transactions was conditioned upon the Issuer obtaining Stockholder Approval, which occurred on October 29, 2024.

Shares issued pursuant to the Exchange Agreement in exchange for all of the reporting person's warrants to purchase shares of Common Stock at an exercise price of $1.43 per share with an expiration date of June 2, 2028.

Each restricted stock unit converts into one share of common stock.

On June 21, 2021, the reporting person was granted 1,750 restricted stock units, vesting in four substantially equal installments beginning on the first anniversary of the grant date.

Each restricted stock unit converts into one share of common stock.

The stock option shall vest as to 100% of the number of shares subject to the stock option on the one-year anniversary of the grant date.

The stock option shall vest in an initial installment of one-third on the one-year anniversary of the grant date, and the remaining shares shall vest in 24 substantially equal monthly installments thereafter.

The stock option shall vest as to 100% of the number of shares subject to the stock option on the one-year anniversary of the grant date.

Subject to continued service, 25% of the shares underlying the stock option will vest on the first anniversary of the grant date, and the remaining shares underlying the stock option will vest in 36 substantially equal monthly installments thereafter.

Subject to continued service, 25% of the shares underlying the stock option will vest on the nine-month anniversary of the grant date, and the remaining shares underlying the stock option will vest in 39 substantially equal monthly installments thereafter.

Pursuant to the Agreement, on December 14, 2023, Freebird Partners agreed to purchase, and the Company agreed to sell, for an aggregate purchase price of $1,000,000, (i) a Senior Convertible Note in the principal amount of $1,000,000 (the "Note") with a five (5) year term, and (ii) a warrant to purchase up to 1,041,992 shares of Common Stock (the "Warrant" and such transactions the "Transactions"). The Transactions closed on December 15, 2023. The Note may be converted at any time and from time to time after December 15, 2023, at the option of the holder, at a conversion price of $1.9194 per share of Common Stock, to the extent that after giving effect to such conversion the Reporting Persons and their affiliates would beneficially own, for purposes of Section 13(d) of Securities Exchange Act of 1934, as amended (the "Exchange Act"), no more than 19.99% of the outstanding shares of Common Stock of the Company. The Warrant became exercisable on December 15, 2023, and may be exercised

(Continued from footnote 3) through December 15, 2028, at an exercise price of $1.43 per share of Common Stock, to the extent that after giving effect to such exercise the Reporting Persons and their affiliates would beneficially own, for purposes of Section 13(d) of the Exchange Act, no more than 19.99% of the outstanding shares of Common Stock of the Company.

This report is filed jointly by Freebird Partners, Freebird Investments LLC, a Texas limited liability company ("Freebird Investments"), and Curtis W. Huff (each a "Reporting Person" and collectively, the "Reporting Persons") in connection with their respective direct and indirect ownership of common stock, par value $0.005 ("Common Stock") of the Company. These securities of the Company are held of record by Freebird Partners. Freebird Investments serves as the general partner of Freebird Partners. Curtis W. Huff is the sole member of Freebird Investments. By virtue of these relationships, each of Freebird Investments and Mr. Huff may be deemed to share beneficial ownership of the securities held of record by Freebird Partners.

This report is filed jointly by Freebird Partners, Freebird Investments LLC, a Texas limited liability company ("Freebird Investments"), and Curtis W. Huff (each a "Reporting Person" and collectively, the "Reporting Persons") in connection with their respective direct and indirect ownership of common stock, par value $0.005 ("Common Stock") of the Company. These securities of the Company are held of record by Freebird Partners. Freebird Investments serves as the general partner of Freebird Partners. Curtis W. Huff is the sole member of Freebird Investments. By virtue of these relationships, each of Freebird Investments and Mr. Huff may be deemed to share beneficial ownership of the securities held of record by Freebird Partners.

Pursuant to the Agreement, on December 14, 2023, Freebird Partners agreed to purchase, and the Company agreed to sell, for an aggregate purchase price of $1,000,000, (i) a Senior Convertible Note in the principal amount of $1,000,000 (the "Note") with a five (5) year term, and (ii) a warrant to purchase up to 1,041,992 shares of Common Stock (the "Warrant" and such transactions the "Transactions"). The Transactions closed on December 15, 2023. The Note may be converted at any time and from time to time after December 15, 2023, at the option of the holder, at a conversion price of $1.9194 per share of Common Stock, to the extent that after giving effect to such conversion the Reporting Persons and their affiliates would beneficially own, for purposes of Section 13(d) of Securities Exchange Act of 1934, as amended (the "Exchange Act"), no more than 19.99% of the outstanding shares of Common Stock of the Company. The Warrant became exercisable on December 15, 2023, and may be exercised

(Continued from footnote 3) through December 15, 2028, at an exercise price of $1.43 per share of Common Stock, to the extent that after giving effect to such exercise the Reporting Persons and their affiliates would beneficially own, for purposes of Section 13(d) of the Exchange Act, no more than 19.99% of the outstanding shares of Common Stock of the Company.

The transactions reported in Table II above involved the amendment of an outstanding warrant issued on December 2, 2022 to reduce the exercise price from $3.28 per share to $1.43 per share. The amendment is reported above as the cancellation of the old warrant and the acquisition of a new one.

On December 14, 2023, Freebird Partners LP, a Texas limited partnership ("Freebird Partners"), entered into that certain Securities Purchase Agreement (the "Agreement"), pursuant to which the Eterna Therapeutics Inc. (the "Company") amended all outstanding warrants issued to the Reporting Persons (as defined below) on each of December 2, 2022, and July 13, 2023, such that the exercise price was lowered to $1.43 per share. The reduction in exercise price is reflected on this Form 4 as cancellation of the old derivative security and a re-grant of the new derivative security at the new exercise price.

This report is filed jointly by Freebird Partners, Freebird Investments LLC, a Texas limited liability company ("Freebird Investments"), and Curtis W. Huff (each a "Reporting Person" and collectively, the "Reporting Persons") in connection with their respective direct and indirect ownership of common stock, par value $0.005 ("Common Stock") of the Company. These securities of the Company are held of record by Freebird Partners. Freebird Investments serves as the general partner of Freebird Partners. Curtis W. Huff is the sole member of Freebird Investments. By virtue of these relationships, each of Freebird Investments and Mr. Huff may be deemed to share beneficial ownership of the securities held of record by Freebird Partners.

Pursuant to the Agreement, on December 14, 2023, Freebird Partners agreed to purchase, and the Company agreed to sell, for an aggregate purchase price of $1,000,000, (i) a Senior Convertible Note in the principal amount of $1,000,000 (the "Note") with a five (5) year term, and (ii) a warrant to purchase up to 1,041,992 shares of Common Stock (the "Warrant" and such transactions the "Transactions"). The Transactions closed on December 15, 2023. The Note may be converted at any time and from time to time after December 15, 2023, at the option of the holder, at a conversion price of $1.9194 per share of Common Stock, to the extent that after giving effect to such conversion the Reporting Persons and their affiliates would beneficially own, for purposes of Section 13(d) of Securities Exchange Act of 1934, as amended (the "Exchange Act"), no more than 19.99% of the outstanding shares of Common Stock of the Company. The Warrant became exercisable on December 15, 2023, and may be exercised

(Continued from footnote 3) through December 15, 2028, at an exercise price of $1.43 per share of Common Stock, to the extent that after giving effect to such exercise the Reporting Persons and their affiliates would beneficially own, for purposes of Section 13(d) of the Exchange Act, no more than 19.99% of the outstanding shares of Common Stock of the Company.

The reporting person entered into a Securities Purchase Agreement with the Issuer on December 14, 2023, pursuant to which, on December 15, 2023, the reporting person acquired (i) $3,000,000 principal amount of the Issuer's 12.0% Senior Convertible Notes (the "Notes") and (ii) 3,125,976 warrants, each exercisable to purchase one share of the Company's common stock, par value $0.005 per share ("Common Stock"), at an exercise price of $1.43 per share (the "Warrants"), representing 200% of the number of shares of Common Stock issuable upon conversion of the Notes immediately after the issuance thereof. The conversion price for each Note included $0.25 ($0.125 for each Warrant) in accordance with Nasdaq rules.

The exercisability of the Warrants is subject to a 19.99% beneficial ownership limitation.

On December 14, 2023, Freebird Partners LP, a Texas limited partnership ("Freebird Partners"), entered into that certain Securities Purchase Agreement (the "Agreement"), pursuant to which the Eterna Therapeutics Inc. (the "Company") amended all outstanding warrants issued to the Reporting Persons (as defined below) on each of December 2, 2022, and July 13, 2023, such that the exercise price was lowered to $1.43 per share. The reduction in exercise price is reflected on this Form 4 as cancellation of the old derivative security and a re-grant of the new derivative security at the new exercise price.

This report is filed jointly by Freebird Partners, Freebird Investments LLC, a Texas limited liability company ("Freebird Investments"), and Curtis W. Huff (each a "Reporting Person" and collectively, the "Reporting Persons") in connection with their respective direct and indirect ownership of common stock, par value $0.005 ("Common Stock") of the Company. These securities of the Company are held of record by Freebird Partners. Freebird Investments serves as the general partner of Freebird Partners. Curtis W. Huff is the sole member of Freebird Investments. By virtue of these relationships, each of Freebird Investments and Mr. Huff may be deemed to share beneficial ownership of the securities held of record by Freebird Partners.

Pursuant to the Agreement, on December 14, 2023, Freebird Partners agreed to purchase, and the Company agreed to sell, for an aggregate purchase price of $1,000,000, (i) a Senior Convertible Note in the principal amount of $1,000,000 (the "Note") with a five (5) year term, and (ii) a warrant to purchase up to 1,041,992 shares of Common Stock (the "Warrant" and such transactions the "Transactions"). The Transactions closed on December 15, 2023. The Note may be converted at any time and from time to time after December 15, 2023, at the option of the holder, at a conversion price of $1.9194 per share of Common Stock, to the extent that after giving effect to such conversion the Reporting Persons and their affiliates would beneficially own, for purposes of Section 13(d) of Securities Exchange Act of 1934, as amended (the "Exchange Act"), no more than 19.99% of the outstanding shares of Common Stock of the Company. The Warrant became exercisable on December 15, 2023, and may be exercised

(Continued from footnote 3) through December 15, 2028, at an exercise price of $1.43 per share of Common Stock, to the extent that after giving effect to such exercise the Reporting Persons and their affiliates would beneficially own, for purposes of Section 13(d) of the Exchange Act, no more than 19.99% of the outstanding shares of Common Stock of the Company.

On December 14, 2023, Freebird Partners LP, a Texas limited partnership ("Freebird Partners"), entered into that certain Securities Purchase Agreement (the "Agreement"), pursuant to which the Eterna Therapeutics Inc. (the "Company") amended all outstanding warrants issued to the Reporting Persons (as defined below) on each of December 2, 2022, and July 13, 2023, such that the exercise price was lowered to $1.43 per share. The reduction in exercise price is reflected on this Form 4 as cancellation of the old derivative security and a re-grant of the new derivative security at the new exercise price.

This report is filed jointly by Freebird Partners, Freebird Investments LLC, a Texas limited liability company ("Freebird Investments"), and Curtis W. Huff (each a "Reporting Person" and collectively, the "Reporting Persons") in connection with their respective direct and indirect ownership of common stock, par value $0.005 ("Common Stock") of the Company. These securities of the Company are held of record by Freebird Partners. Freebird Investments serves as the general partner of Freebird Partners. Curtis W. Huff is the sole member of Freebird Investments. By virtue of these relationships, each of Freebird Investments and Mr. Huff may be deemed to share beneficial ownership of the securities held of record by Freebird Partners.

Pursuant to the Agreement, on December 14, 2023, Freebird Partners agreed to purchase, and the Company agreed to sell, for an aggregate purchase price of $1,000,000, (i) a Senior Convertible Note in the principal amount of $1,000,000 (the "Note") with a five (5) year term, and (ii) a warrant to purchase up to 1,041,992 shares of Common Stock (the "Warrant" and such transactions the "Transactions"). The Transactions closed on December 15, 2023. The Note may be converted at any time and from time to time after December 15, 2023, at the option of the holder, at a conversion price of $1.9194 per share of Common Stock, to the extent that after giving effect to such conversion the Reporting Persons and their affiliates would beneficially own, for purposes of Section 13(d) of Securities Exchange Act of 1934, as amended (the "Exchange Act"), no more than 19.99% of the outstanding shares of Common Stock of the Company. The Warrant became exercisable on December 15, 2023, and may be exercised

(Continued from footnote 3) through December 15, 2028, at an exercise price of $1.43 per share of Common Stock, to the extent that after giving effect to such exercise the Reporting Persons and their affiliates would beneficially own, for purposes of Section 13(d) of the Exchange Act, no more than 19.99% of the outstanding shares of Common Stock of the Company.

The transactions reported in Table II above involved the amendment of an outstanding warrant issued on July 14, 2023 to reduce the exercise price from $2.61 per share to $1.43 per share. The amendment is reported above as the cancellation of the old warrant and the acquisition of a new one.

On December 14, 2023, Freebird Partners LP, a Texas limited partnership ("Freebird Partners"), entered into that certain Securities Purchase Agreement (the "Agreement"), pursuant to which the Eterna Therapeutics Inc. (the "Company") amended all outstanding warrants issued to the Reporting Persons (as defined below) on each of December 2, 2022, and July 13, 2023, such that the exercise price was lowered to $1.43 per share. The reduction in exercise price is reflected on this Form 4 as cancellation of the old derivative security and a re-grant of the new derivative security at the new exercise price.

This report is filed jointly by Freebird Partners, Freebird Investments LLC, a Texas limited liability company ("Freebird Investments"), and Curtis W. Huff (each a "Reporting Person" and collectively, the "Reporting Persons") in connection with their respective direct and indirect ownership of common stock, par value $0.005 ("Common Stock") of the Company. These securities of the Company are held of record by Freebird Partners. Freebird Investments serves as the general partner of Freebird Partners. Curtis W. Huff is the sole member of Freebird Investments. By virtue of these relationships, each of Freebird Investments and Mr. Huff may be deemed to share beneficial ownership of the securities held of record by Freebird Partners.

Pursuant to the Agreement, on December 14, 2023, Freebird Partners agreed to purchase, and the Company agreed to sell, for an aggregate purchase price of $1,000,000, (i) a Senior Convertible Note in the principal amount of $1,000,000 (the "Note") with a five (5) year term, and (ii) a warrant to purchase up to 1,041,992 shares of Common Stock (the "Warrant" and such transactions the "Transactions"). The Transactions closed on December 15, 2023. The Note may be converted at any time and from time to time after December 15, 2023, at the option of the holder, at a conversion price of $1.9194 per share of Common Stock, to the extent that after giving effect to such conversion the Reporting Persons and their affiliates would beneficially own, for purposes of Section 13(d) of Securities Exchange Act of 1934, as amended (the "Exchange Act"), no more than 19.99% of the outstanding shares of Common Stock of the Company. The Warrant became exercisable on December 15, 2023, and may be exercised

(Continued from footnote 3) through December 15, 2028, at an exercise price of $1.43 per share of Common Stock, to the extent that after giving effect to such exercise the Reporting Persons and their affiliates would beneficially own, for purposes of Section 13(d) of the Exchange Act, no more than 19.99% of the outstanding shares of Common Stock of the Company.

The transactions reported in Table II above involved the amendment of an outstanding warrant issued on July 14, 2023 to reduce the exercise price from $2.61 per share to $1.43 per share. The amendment is reported above as the cancellation of the old warrant and the acquisition of a new one.

The reporting person entered into a Securities Purchase Agreement with the Issuer on December 14, 2023, pursuant to which, on December 15, 2023, the reporting person acquired (i) $3,000,000 principal amount of the Issuer's 12.0% Senior Convertible Notes (the "Notes") and (ii) 3,125,976 warrants, each exercisable to purchase one share of the Company's common stock, par value $0.005 per share ("Common Stock"), at an exercise price of $1.43 per share (the "Warrants"), representing 200% of the number of shares of Common Stock issuable upon conversion of the Notes immediately after the issuance thereof. The conversion price for each Note included $0.25 ($0.125 for each Warrant) in accordance with Nasdaq rules.

The conversion of the Notes is subject to a 19.99% beneficial ownership limitation.

The transactions reported in Table II above involved the amendment of an outstanding warrant issued on December 2, 2022 to reduce the exercise price from $3.28 per share to $1.43 per share. The amendment is reported above as the cancellation of the old warrant and the acquisition of a new one.