CAMBRIDGE, Mass., April 11, 2023 (GLOBE NEWSWIRE) -- 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 that the Company has entered into a common stock purchase agreement (the “Agreement”) for up to $10 million with Lincoln Park Capital Fund, LLC (“LPC”).

Under the terms of the Agreement, LPC has committed to purchase up to $10 million of shares of the Company's common stock at Eterna's sole discretion from time to time during a 24-month period. Commencement of sales under the Agreement is subject to the satisfaction of the conditions in the Agreement, including the effectiveness of a registration statement to be filed by the Company with the Securities and Exchange Commission (“SEC”), registering the resale by LPC of shares to be sold to it under the Purchase Agreement. The sales price per share of the Company’s common stock is set forth in the Agreement and is generally based on the market prices prevailing at the time of each sale to LPC. Eterna will retain full control as to the timing and amount of any sale of shares of common stock to LPC under the Agreement, subject to certain limitations specified in the Agreement and those under Nasdaq listing rules.

There is no upper limit as to the price per share that LPC may pay for stock issuances under the Purchase Agreement, and LPC has agreed not to cause or engage in any direct or indirect short selling or hedging of Eterna’s common stock. No warrants are being issued in this transaction, and the Agreement does not contain any rights of first refusal, participation rights, penalties or liquidated damages provisions. Eterna maintains the right to terminate the Agreement at any time, at its discretion, without any cost or penalty.

“We are pleased to execute the Agreement with LPC, providing Eterna with access to up to $10 million in capital, at our discretion, in an efficient manner,” said Matt Angel, Ph.D., Chief Executive Officer and President of Eterna. “We believe that maintaining financial flexibility will allow us to remain focused on expanding our capabilities to support the development of next-generation mRNA-based therapeutic products, and deploying our extensive portfolio of in-licensed mRNA cell engineering patents through strategic partnerships.”

Additional detail regarding the Agreement and the related registration rights agreement is set forth in Eterna's Current Report on Form 8-K, filed today with the SEC.

The offer and sale of the securities by Eterna under the Agreement 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 shall not constitute an offer to sell or the solicitation of an offer to buy any securities nor will there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other 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 Statements

This 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.

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