Eterna Therapeutics Announces Completion of $8.7 Million of Convertible Debt Financing
18 7월 2023 - 9:00PM
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 and
closing of the sale of approximately $8.7 million aggregate
principal amount of senior convertible promissory notes and
accompanying warrants to purchase common stock in a private
placement transaction that closed on July 14, 2023 and was priced
at-the-market under Nasdaq rules.
The notes, which were issued at par, bear interest at a rate of
6.0% per year, payable quarterly, and mature in July 2028 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
$2.86 per share, subject to customary adjustments for stock splits,
stock dividends and recapitalizations. The notes do not contain any
ratchet or other financial antidilution provisions.
Each purchaser of the convertible notes received
warrants to purchase 200% of the number of shares of Eterna common
stock into which such purchaser’s note is initially convertible.
The warrants are immediately exercisable, have an exercise price of
$2.61 per share and expire in July 2028.
Mr. Brant Binder and Dr. Richard Wagner, current
directors of the Company, and former directors, Mr. Charles
Cherington and Mr. Nicholas Singer, participated in the private
placement on the same terms and subject to the same conditions as
all other purchasers.
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 100 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, 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
Eterna Therapeutics (NASDAQ:ERNA)
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Eterna Therapeutics (NASDAQ:ERNA)
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