What changed in this filing

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Item 5. Other Information

2024-08-13 compared with 2024-05-14 · 50 added, 36 removed, 8 unchanged (91% of the section changed)

Other Information .

(c) During the quarter covered by this report, none of our directors or officers (as defined in Rule 16a-1(f) under the Exchange Act) adopted or terminated any

Rule 10b5-1 trading arrangement (as defined in Item 408(a)(1)(i) of Regulation S-K) or any non-Rule 10b5-1 trading arrangement (as defined in Item 408(c) of Regulation S-K).

Incorporated By

Inducement Stock Option Award Agreement entered into with Sanjeev Luther

Exhibit 99.1 to Form S-8 filed on January 16, 2024

Employment Agreement, dated as of December 19, 2023, by and among Eterna Therapeutics Inc.

and Sanjeev Luther.

Exhibit 10.3 to Form 8-K filed on December 20, 2023

Employment Agreement, effective January 1, 2023, by and among Eterna Therapeutics Inc.

and Dorothy Clarke.

Exhibit 10.16 to Form 10-K filed on March 14, 2024

In October 2022, we entered into a sublease with a subsidiary of Bristol-Myers Squibb Company, as sublessor, for office, laboratory and

research and development space of approximately 45,500 square feet in Somerville, Massachusetts.

As previously reported, on May

3, 2024, we received a notice from the sublessor regarding past due rent of approximately $2.3 million that we did not pay for the months

of February, March, April and May 2024.

Failure to pay the past due rent payments in full, plus approximately $70,000 in late fees and

interest, within five business days from the date of the notice constituted an event of default under the sublease We also did not pay

the rent for June, July or August 2024 and, as of August 1, 2024, we owed approximately $4.0 million in the aggregate in past due rent.

In connection with entering into

the sublease, we delivered a security deposit in the form of a letter of credit in the amount of $4.1 million.

The letter of credit was

collateralized with $4.1 million of cash deposited in a restricted account.

On August 5, 2024, the sublessor

drew down on the letter of credit for the full $4.1 million to cover the approximately $4.0 million of past due rent payments, plus interest

and penalties.

On August 9, 2024, we and the

sublessor entered into a sublease termination agreement pursuant to which the parties agreed to terminate the sublease effective August

Pursuant to the sublease termination agreement, we agreed to surrender and vacate the premises, all of our right, title and

interest in all furniture, fixtures and laboratory equipment at the premises will become the property of the sublessor, and both parties

will be released of their obligations under the sublease.

The initial term of the sublease

was for 10 years that would have expired in November 2033.

The sublease called for base rental payments of approximately $0.5 million

per month as well as monthly payments for parking and our share of traditional lease expenses, including certain taxes, operating expenses

and utilities.

As a result of the sublease termination, we expect to save approximately $58.5 million in base rental payments plus parking,

operating expenses, taxes and utilities that we would have paid over the remaining lease term.

We do not expect that the termination

of the sublease will impact our current business needs.

During the quarter covered by this report, none of our directors or officers (as defined in Rule 16a-1(f) under the Exchange Act)

adopted or terminated any Rule 10b5-1 trading arrangement (as defined in Item 408(a)(1)(i) of Regulation S-K) or any non-Rule 10b5-1

trading arrangement (as defined in Item 408(c) of Regulation S-K).

Form of Restricted Stock Award Agreement for the Restated 2020 Stock Incentive Plan

Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Filed herewith

Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Filed herewith

Certification of Principal Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Furnished herewith

Certification of Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Furnished herewith

Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document).

Filed herewith

Inline XBRL Taxonomy Extension Schema Document

Filed herewith

Inline XBRL Taxonomy Extension Calculation Linkbase Document

Filed herewith

Inline XBRL Taxonomy Extension Definition Linkbase Document

Filed herewith

Inline XBRL Taxonomy Extension Label Linkbase Document

Filed herewith

Inline XBRL Taxonomy Extension Presentation Linkbase Document

Filed herewith

Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101).

XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within

the Inline XBRL document).

XBRL Taxonomy Extension Schema Document

XBRL Taxonomy Extension Calculation Linkbase Document

XBRL Taxonomy Extension Definition Linkbase Document

XBRL Taxonomy Extension Label Linkbase Document

XBRL Taxonomy Extension Presentation Linkbase Document

Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101).

Indicates management contract or compensatory plan.

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.

/s/ Sanjeev Luther

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.

THERAPEUTICS INC.

August 13, 2024

Sanjeev Luther

President and Chief Executive Officer

(Principal Executive Officer)

/s/ Sandra Gurrola

and Chief Executive Officer

Executive Officer)

August 13, 2024

Sandra Gurrola

Senior Vice President of Finance

(Principal Financial Officer and Principal Accounting Officer)

Vice President of Finance

Financial Officer and Principal Accounting Officer)

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 5. Other Information