UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
(Amendment No. 1)
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 28, 2023
Eterna Therapeutics Inc.
(Exact Name of Registrant as Specified in its Charter)
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Delaware
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001-11460
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31-1103425
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(State or Other Jurisdiction of Incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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1035 Cambridge Street, Suite 18A
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Cambridge, MA
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02141
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrant’s telephone number, including area code: (212) 582-1199
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the
registrant under any of the following provisions:
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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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Securities registered pursuant to Section 12(b) of the Act:
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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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Common Stock, par value $0.005 per share
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ERNA
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The Nasdaq Stock Market LLC
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the
Securities Exchange Act of 1934:
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any
new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
EXPLANATORY NOTE
This current report on Form 8-K/A (the “Amendment”) amends the current report on Form 8-K filed by Eterna Therapeutics Inc. (the “Company”) with the
U.S. Securities and Exchange Commission on August 31, 2023 (the “Original Form 8-K”). The Original Form 8-K reported the appointment of Ms. Dorothy J. Clarke to the Board of
Directors of the Company (the “Board”), effective on August 28, 2023, for a term to continue until the 2024 annual meeting of the Company’s stockholders or until her earlier death, resignation or removal. At the time of the filing of the Original Form 8-K, no determination had been made with respect to the appointment of Ms. Clarke to any committees of the Board. This Amendment is being filed solely to report that on
September 23, 2023, the Board appointed Ms. Clarke to the Audit Committee, the Compensation Committee and the Nominating and Governance Committee of the Board, effective immediately. No other changes have been made to the Original Form 8-K.
| Item 5.02. |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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On September 23, 2023, the Board appointed Ms. Clarke to the Audit Committee, the
Compensation Committee and the Nominating and Governance Committee of the Board, effective immediately.
SIGNATURE
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.
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Eterna Therapeutics Inc.
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Dated: September 26, 2023
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By:
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/s/ Matthew Angel
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Chief Executive Officer and President
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