UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934
Date of Report (Date of earliest event reported): May 2, 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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☐
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Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12)
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☐
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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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☐
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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.
☐
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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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Appointment of Principal Financial
Officer
On
May 4, 2023, the Board of Directors of Eterna Therapeutics Inc., a
Delaware corporation (the “Company”), appointed Sandra
Gurrola, the Company’s current Vice President, Finance (and
principal accounting officer), as the Company’s principal financial
officer, which appointment became effective on May 5,
2023.
Ms. Gurrola has served as the Company’s Vice President of Finance
since June 2021. Prior to that, she served as the Senior Vice
President of eGames.com Holdings, LLC from March 2021 to June 2021
and as a consultant to us. Ms. Gurrola served as Senior Vice
President of Finance to NTN Buzztime, Inc. from September 2019 to
March 2021 and its Vice President of Finance from 2014 until 2019.
From 2009 to 2014, Ms. Gurrola served NTN Buzztime, Inc. in various
leadership accounting roles, including Controller, Director of
Accounting, and Director of Financial Reporting and Compliance.
Previously, she was a senior manager of financial reporting for
Metabasis Therapeutics, Inc., a biotechnology company. Ms. Gurrola
received a B.A. in English from San Diego State University.
Since the beginning of the Company’s last fiscal year, the Company
has not engaged in any transactions, and there are no proposed
transactions, or series of similar transactions, in which Ms.
Gurrola was or is to be a participant and in which Ms. Gurrola had
a direct or indirect material interest in which the amount involved
exceeds or exceeded $120,000, other than with respect to Ms.
Gurrola’s compensation arrangements, all of which the Company has
previously reported.
Separation of Andrew
Jackson
On
May 2, 2023, the Company entered into a Separation Agreement and
General Release (the “Separation Agreement”) with
Mr. Andrew Jackson, the Company’s Chief Financial Officer, pursuant
to which Mr. Jackson resigned from his position as Chief Financial
Officer (principal financial officer) and as an officer, director,
manager or employee of the Company’s subsidiaries. Mr. Jackson’s
resignation became effective on May 4, 2023 (the “Separation Date”). In
consideration for Mr. Jackson’s execution of the Separation
Agreement and non-revocation of a waiver and release of claims
relating thereto, Mr. Jackson will be entitled to the following
benefits under the Separation Agreement:
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• |
payment of Mr.
Jackson’s annual base salary for a period of six (6) months after
the expiration of the applicable revocation period (the
“Separation
Period”), for a total gross amount equal to $207,500;
and
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payment of Mr. Jackson’s premiums
for continued health benefits provided under COBRA for the
Separation Period.
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Pursuant to the Separation Agreement, all 33,239 unvested options
granted to Mr. Jackson were immediately forfeited as of the
Separation Date. Under the Separation Agreement, Mr. Jackson has
agreed to cooperate with and assist the Company regarding certain
matters and transitioning his employment duties and
responsibilities. Subject to certain exceptions and limitations,
the Separation Agreement includes a general release of claims by
Mr. Jackson in favor of the Company and certain related persons and
parties, and customary confidentiality and mutual non-disparagement
provisions. The Separation Agreement also includes certain other
customary representations, warranties and covenants of Mr. Jackson,
and provides for reimbursement of certain expenses incurred by Mr.
Jackson. The Separation Agreement supersedes all other agreements
or arrangements between Mr. Jackson and the Company regarding the
subject matter of the agreement, including those with respect to
severance payments and benefits.
The foregoing description of the Separation Agreement is only a
summary and is qualified in its entirety by reference to the full
text of such agreement, which is filed as Exhibit 10.1 to this
Current Report on Form 8-K and is incorporated by reference in this
Item 5.02.
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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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Separation Agreement and General
Release, dated May 2, 2023, by and between Eterna Therapeutics Inc.
and Andrew Jackson.
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104
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Cover Page Interactive Data File
(embedded within the XBRL document)
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**
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Management contract or
compensation plan or arrangement.
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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: May 5, 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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