Eterna Therapeutics Inc. announced that it ahs entered into a securities purchase agreement with accredited investors to issue senior convertible promissory notes and accompanying warrants to purchase an aggregate of 9,579,014 shares of common stock in an aggregate principal amount of $9,200,000 on December 14, 2023. The notes, which will be issued at par, will bear interest at a rate of 12.0% per year, payable quarterly, and mature five years after issuance 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 common shares at a conversion price of $1.9194 per share, subject to customary adjustments.

The notes will not contain any ratchet or other financial antidilution provisions. Each purchaser of the convertible notes will receive warrants to purchase 200% of the number of shares of company's common stock into which such purchaser?s note is initially convertible. The warrants will be immediately exercisable, have an exercise price of $1.43 per share and expire five years after issuance.

The company expects to hold an initial closing at which it expects to receive proceeds of approximately $7,800,000 on December 15, 2023 and the remainder at a closing to occur no later than January 15, 2024. In connection with the private placement, the company agreed to amend an aggregate of 10,464,292 outstanding warrants previously issued to investors on each of December 2, 2022 and July 14, 2023 such that the exercise price of such warrants is lowered to $1.43 per share. The company will issue securities pursuant to exemption provided under Regulation D.