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(State or Other Jurisdiction of Incorporation)
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(Commission File Number) | (IRS Employer Identification No.) |
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(Address of Principal Executive Offices)
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(Zip Code)
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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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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Title of each class
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Trading symbol
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Name of each exchange on which registered
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Item 1.01 |
Entry into a Material Definitive Agreement.
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Item 9.01 |
Financial Statements and Exhibits.
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Exhibit
Number
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Description
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First Amendment to Exclusive License Agreement, dated as of July 12, 2023, by and between Eterna Therapeutics Inc. and Factor Bioscience Limited.
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104
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Cover Page Interactive Data File (embedded within the Inline XBRL document)
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Eterna Therapeutics Inc.
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Dated: July 13, 2023
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By:
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/s/ Matthew Angel
|
Chief Executive Officer and President
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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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ii. |
Section 1.27 is deleted in its entirety and replaced with the following:
|
iii. |
Section 2.2 (Sublicensing.) is amended by replacing “twenty million dollars ($20,000,000) in cash” with “that does
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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v. |
A new Section 5.5 is added to the Agreement as follows:
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vi. |
Section 7.1 (Term.) is deleted in its entirety and replaced with the following:
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vii. |
Section 7.2.7 is deleted in its entirety.
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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
“this Agreement” in the Agreement means the Agreement as amended by this Amendment.
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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
together will constitute one and the same agreement.
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FACTOR BIOSCIENCE LIMITED
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By:
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/s/ Christopher Rohde
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Name: Christopher Rohde
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Title: Director, Factor Bioscience Limited
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ETERNA THERAPEUTICS INC.
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By:
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/s/ Sandra Gurrola
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Name: Sandra Gurrola
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Title: V.P. of Finance, Eterna Therapeutics Inc.
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Document and Entity Information |
Jul. 12, 2023 |
---|---|
Cover [Abstract] | |
Document Type | 8-K |
Amendment Flag | false |
Document Period End Date | Jul. 12, 2023 |
Entity File Number | 001-11460 |
Entity Registrant Name | Eterna Therapeutics Inc. |
Entity Central Index Key | 0000748592 |
Entity Incorporation, State or Country Code | DE |
Entity Tax Identification Number | 31-1103425 |
Entity Address, Address Line One | 1035 Cambridge Street |
Entity Address, Address Line Two | Suite 18A |
Entity Address, City or Town | Cambridge |
Entity Address, State or Province | MA |
Entity Address, Postal Zip Code | 02141 |
City Area Code | 212 |
Local Phone Number | 582-1199 |
Title of 12(b) Security | Common Stock, par value $0.005 per share |
Trading Symbol | ERNA |
Security Exchange Name | NASDAQ |
Entity Emerging Growth Company | false |
Written Communications | false |
Soliciting Material | false |
Pre-commencement Tender Offer | false |
Pre-commencement Issuer Tender Offer | false |
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