Eterna Therapeutics Announces $9.2 Million Convertible Debt and Warrant Financing
December 14 2023 - 6:56PM
Eterna Therapeutics Inc. (Nasdaq: ERNA) (“Eterna”
or the “Company”), a life science company committed to realizing
the potential of mRNA cell engineering to provide patients with
transformational new medicines, today announced the execution of a
securities purchase agreement with accredited investors for the
sale of approximately $9.2 million aggregate principal amount of
senior convertible promissory notes and accompanying warrants to
purchase an aggregate of 9,579,014 shares of common stock in a
private placement transaction that was priced at-the-market under
Nasdaq rules. The Company expects to hold an initial closing at
which it expects to receive proceeds of approximately $7.8 million
on December 15, 2023 and the remainder at a closing to occur no
later than January 15, 2023.
The notes, which will be issued at par, will bear interest at a
rate of 12.0% per year, payable quarterly, and mature five years
after issuance unless earlier redeemed, repurchased or converted in
accordance with their terms. At its election, the Company may pay
interest in cash or in-kind by increasing the outstanding principal
amount of the notes. The notes may be converted from time to time
in whole or in part into shares of Eterna common stock at a
conversion price of $1.9194 per share, subject to customary
adjustments for stock splits, stock dividends and
recapitalizations. The notes will not contain any ratchet or other
financial antidilution provisions.
Each purchaser of the convertible notes will receive warrants to
purchase 200% of the number of shares of Eterna common stock into
which such purchaser’s note is initially convertible. The warrants
will be immediately exercisable, have an exercise price of $1.43
per share and expire five years after issuance.
In connection with the private placement, the Company agreed to
amend an aggregate of 10,464,292 outstanding warrants previously
issued to investors on each of December 2, 2022 and July 14, 2023
such that the exercise price of such warrants is lowered to $1.43
per share.
The offer and sale of the securities by Eterna described in this
press release have not been registered under the Securities Act of
1933, as amended (the “Securities Act”), and may not be offered or
sold in the United States absent registration under the Securities
Act or an applicable exemption from such registration
requirements.
This press release does not constitute an offer to sell or a
solicitation of an offer to buy the securities described herein,
nor shall there be any sale of these securities, in any state or
jurisdiction in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the laws of
such jurisdiction.
About Eterna Therapeutics Inc.Eterna
Therapeutics is a life science company committed to realizing the
potential of mRNA cell engineering to provide patients with
transformational new medicines. Eterna has in-licensed a portfolio
of over 130 patents covering key mRNA cell engineering
technologies, including technologies for mRNA cell reprogramming,
mRNA gene editing, the NoveSlice™ and UltraSlice™ gene-editing
proteins, and the ToRNAdo™ mRNA delivery system from Factor
Bioscience. NoveSlice™, UltraSlice™, and ToRNAdo™ are trademarks of
Factor Bioscience. For more information, please
visit www.eternatx.com.
Forward-Looking StatementsThis press release
contains forward-looking statements within the meaning of Section
27A of the Securities Act of 1933, as amended, and Section 21E of
the Securities Exchange Act of 1934, as amended, which are intended
to be covered by the safe harbor provisions of the Private
Securities Litigation Reform Act of 1995. Forward-looking
statements are any statements that are not statements of historical
fact and may be identified by terminology such as “believe,”
“could,” “estimate,” “anticipate,” “expect,” “plan,” “possible,”
“potential,” “project,” “will” or other similar words and the
negatives of such words. Forward-looking statements are based on
current beliefs and assumptions that are subject to risks and
uncertainties and are not guarantees of future performance. Actual
results could differ materially from those stated or implied in any
forward-looking statement as a result of various factors,
including, but not limited to, uncertainties related to: (i) the
evolution of Eterna’s business model into a platform company
focused on mRNA, induced pluripotent stem (iPS) cell and gene
editing technologies; (ii) Eterna’s ability to successfully,
cost-effectively and efficiently develop its technology and
products; (iii) Eterna’s ability to successfully commence clinical
trials of any products on a timely basis or at all; (iv) Eterna’s
ability to successfully fund and manage the growth of its
development activities; and (v) Eterna’s ability to obtain
regulatory approvals of its products for commercialization. You
should not rely upon forward-looking statements as predictions of
future events. The forward-looking statements made in this
communication speak only as of the date on which they were made,
and Eterna does not undertake any obligation to update the
forward-looking statements contained herein to reflect events that
occur or circumstances that exist after the date hereof, except as
required by applicable law. Factors that may cause Eterna’s actual
results to differ from those expressed or implied in
forward-looking statements contained in this press release are more
fully disclosed in Eterna’s periodic public filings with the U.S.
Securities and Exchange Commission, particularly under the heading
“Risk Factors” in Eterna’s Annual Report on Form 10-K for the year
ended December 31, 2022, as well as under similar headings in
Eterna’s subsequently filed Quarterly Reports on Form 10-Q and
Current Reports on Form 8-K.
Investor Relations
Contact:investors@eternatx.com
Media Contact:EternaPR@westwicke.com
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