UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement
Pursuant to Section 14(a)
of the
Securities Exchange Act of 1934
(Amendment No.
)
Filed by the Registrant ☑
Filed by a Party other than the Registrant ☐
Check the appropriate box:
| ☐ |
Preliminary Proxy Statement
|
| ☐ |
Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
|
|
☐ |
Definitive Proxy Statement
|
| ☑ |
Definitive Additional Materials
|
| ☐ |
Soliciting Material under §240.14a-12
|
|
Eterna
Therapeutics Inc.
|
|
(Name of Registrant as Specified
In Its Charter)
|
|
|
|
(Name of Person(s) Filing Proxy
Statement, if Other Than the Registrant)
|
Payment of Filing Fee (Check all boxes that apply):
|
☑ |
No fee required
|
| ☐ |
Fee paid previously with preliminary materials
|
| ☐ |
Fee computed on table in exhibit required by Item 25(b) per
Exchange Act Rules 14a-6(i)(1) and 0-11
|
Eterna
Therapeutics Inc.
1035 Cambridge
Street, Suite 18A
Cambridge,
Massachusetts 02141
May 9,
2023
SUPPLEMENT TO
DEFINITIVE PROXY STATEMENT RELATING TO
THE 2023 ANNUAL
MEETING OF STOCKHOLDERS
This Proxy Statement Supplement,
dated May 9, 2023 (this “Supplement”), supplements the Definitive
Proxy Statement of Eterna Therapeutics Inc., a Delaware corporation
(the “Company” or “Eterna”), filed with the Securities and Exchange
Commission on May 5, 2023 (the “Proxy Statement”), relating to the
Company’s 2023 Annual Meeting of Stockholders to be held virtually
on June 16, 2023, at 11:00 a.m. Eastern Time for holders of record
of the Company’s common stock as of April 26, 2023.
The purpose of this Supplement is
to correct the beneficial ownership table included on pages 18 and
19 of the Proxy Statement under the heading “Stock Ownership,”
which inadvertently reported that: (i) Nicholas J. Singer
beneficially owned 829,224 shares of the Company’s common stock
instead of 541,830 shares of common stock; (ii) George Denny
beneficially owned 561,287 shares of common stock instead of
534,031 shares of common stock; (iii) the Company’s current
directors and executive officers, as a group, beneficially owned
2,277,192 shares of common stock instead of 1,989,798 shares of
common stock; and (iv) Matthew Angel beneficially owned 140,978
shares of common stock subject to issuance upon exercise of options
instead of 144,179 shares of common stock subject to issuance upon
exercise of options.
Accordingly, the Proxy Statement
disclosure under the heading “Stock Ownership” is amended and
replaced in its entirety with the following. Except for the
information in this Supplement regarding the disclosure under the
heading “Stock Ownership,” all information set forth in the Proxy
Statement remains unchanged. This Supplement should be read
together with the Proxy Statement.
STOCK
OWNERSHIP
The following table sets forth
information known to us regarding beneficial ownership of common
stock as of April 26, 2023 by:
|
•
|
each person known by us to be the beneficial owner of more
than 5% of outstanding common stock;
|
|
•
|
each of our named executive officers and directors; and
|
|
•
|
all of our executive officers and directors as a group.
|
Beneficial ownership is
determined according to the rules of the SEC, which generally
provide that a person has beneficial ownership of a security if he,
she or it possesses sole or shared voting or investment power over
that security, including options and warrants that are currently
exercisable or exercisable within 60 days. In computing the number
of shares beneficially owned by a person or entity and the
percentage ownership of that person or entity in the table below,
all shares subject to options, warrants and restricted stock units
held by such person or entity were deemed outstanding if such
securities are currently exercisable, or exercisable or would vest
based on service-based vesting conditions within 60 days of
April 26, 2023, assuming that the liquidity event vesting
conditions had been satisfied as of such date. These shares were
not deemed outstanding, however, for the purpose of computing the
percentage ownership of any other person or entity.
The beneficial ownership of our
common stock is based on 5,270,072 shares of our common stock
outstanding as of April 26, 2023.
Unless otherwise indicated, we
believe that each person named in the table below has sole voting
and investment power with respect to all shares of common stock
beneficially owned by him.
Unless otherwise noted, the
business address of each of these shareholders is c/o Eterna
Therapeutics, Inc., 1035 Cambridge Street, Suite 18A, Cambridge, MA
02141.
|
Name and Address of Beneficial
Owner
|
|
|
Common
Shares
Beneficially
Owned
|
|
|
Percentage
of Common
Shares
Beneficially
Owned
|
|
|
Series A
Convertible
Preferred
Stock
Beneficially
Owned
|
|
|
Percentage
of Series A
Convertible
Preferred
Stock
Beneficially
Owned
|
|
|
Percentage
of Total
Voting
Power
|
|
Greater
than 5% Stockholders:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Charles Cherington(1)
|
|
|
1,098,105
|
|
|
18.89%
|
|
|
71,306
|
|
|
45.7%
|
|
|
18.9%
|
|
George Denny(2)
|
|
|
534,031
|
|
|
9.99%
|
|
|
71,306
|
|
|
45.7%
|
|
|
9.99%
|
|
John Halpern(3)
|
|
|
534,683
|
|
|
9.99%
|
|
|
—
|
|
|
—
|
|
|
9.99%
|
|
Nicholas J. Singer(4)
|
|
|
541,830
|
|
|
9.99%
|
|
|
—
|
|
|
—
|
|
|
9.99%
|
|
Freebird Partners(5)
|
|
|
554,583
|
|
|
9.99%
|
|
|
—
|
|
|
—
|
|
|
9.99%
|
|
Factor Bioscience Inc.(6)
|
|
|
129,033
|
|
|
2.45%
|
|
|
—
|
|
|
—
|
|
|
2.45%
|
|
Named
Executive Officers and Directors:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Charles Cherington(1)
|
|
|
1,098,105
|
|
|
18.89%
|
|
|
71,306
|
|
|
45.7%
|
|
|
18.89%
|
|
Nicholas J. Singer(4)
|
|
|
541,830
|
|
|
9.99%
|
|
|
—
|
|
|
—
|
|
|
9.99%
|
|
Matthew Angel(7)
|
|
|
318,661
|
|
|
5.89%
|
|
|
—
|
|
|
—
|
|
|
5.89%
|
|
William Wexler(8)
|
|
|
10,769
|
|
|
*
|
|
|
—
|
|
|
—
|
|
|
*
|
|
Gregory Fiore(8)
|
|
|
8,632
|
|
|
*
|
|
|
—
|
|
|
—
|
|
|
*
|
|
Andrew Jackson(9)
|
|
|
8,309
|
|
|
*
|
|
|
—
|
|
|
—
|
|
|
*
|
|
Howard Federoff(8)
|
|
|
97,214
|
|
|
1.81%
|
|
|
—
|
|
|
—
|
|
|
1.81%
|
|
Roger Sidhu
|
|
|
1,008
|
|
|
*
|
|
|
―
|
|
|
―
|
|
|
*
|
|
Kevin D’Amour
|
|
|
574
|
|
|
*
|
|
|
—
|
|
|
—
|
|
|
*
|
|
All current directors and executive officers
as a group (7 persons)(10)
|
|
|
1,989,798
|
|
|
32.41%
|
|
|
71,306
|
|
|
45.7%
|
|
|
32.41%
|
|
*
|
Less than 1%
|
|
(1)
|
Includes 15,085 shares of common
stock subject to issuance upon exercise of options, 523,512 shares
of common stock subject to issuance upon exercise of warrants and
3,043 shares of common stock issuable upon conversion of Series A
convertible preferred stock.
|
|
(2)
|
Includes 73,750 shares of common
stock subject to issuance upon exercise of warrants and 3,043
shares of common stock issuable upon conversion of Series A
convertible preferred stock. Denny Family Partners II, LLC owns
50,453 shares of common stock and the George Denny III Trust dated
6/11/1981 owns 406,785 shares of common stock. Mr. Denny
disclaims beneficial ownership of the shares held by Denny Family
Partners II, LLC except to the extent of his pecuniary interest
therein. Mr. Denny’s address is. Mr. Denny has sole
voting and dispositive power over 204 shares and has shared voting
and dispositive power over 460,209 shares.
|
|
(3)
|
Includes 82,400 shares of common
stock subject to issuance upon exercise of warrants. Shares held by
the John D. Halpern Revocable Trust, of which, Mr. Halpern and
Katherine H. Halpern are trustees. Mr. Halpern and
Ms. Halpern share voting and dispositive powers.
Mr. Halpern’s address is PO Box 540 Portsmouth, New Hampshire
03802.
|
|
(4)
|
Includes (i) 121,882 shares of
common stock held by Purchase Capital LLC and (ii) 266,214 shares
of common stock held by Pacific Premier Trust as Custodian for the
benefit of Mr. Singer. Mr. Singer has sole voting and
investment power over all 398,349 shares. Also includes 143,250
shares of common stock subject to issuance upon exercise of
warrants and 10,544 shares of common stock subject to issuance upon
exercise of options.
|
|
(5)
|
Includes 282,000 shares of common
stock subject to issuance upon exercise of warrants. Freebird
Investments LLC serves as the general partner of Freebird Partners.
Curtis W. Huff is the sole member of Freebird Investments and has
shared voting and dispositive powers with Freebird Investments.
Freebird Partners’ address is 2800 Post Oak Blvd., Suite 2000,
Houston, TX 77056
|
|
(6)
|
Factor Bioscience owns 129,033
shares of common stock, over which Messrs. Angel and Rohde have
shared voting and investment power. Mr. Angel also has sole
voting and investment power over 45,449 shares, and Mr. Rohde
has sole voting and investment power over 67,885 shares. Factor
Bioscience, Inc. and Messers. Angel and Rohde have entered into
lock-up agreements with respect to 168,884 shares of common stock
listed above. Each lock-up agreement extends for a period of three
years, provided that up to 75% of the shares of common stock
subject to the lock-up agreement may be released from the lock-up
restrictions earlier if the price of common stock on The Nasdaq
Capital Market stock exchange exceeds specified thresholds. The
lock-up agreements include customary exceptions for transfers
during the applicable lock-up period. Factor Bioscience, Inc.’s
address is 1035 Cambridge Street, Suite 17B, Cambridge, MA
02141.
|
|
(7)
|
Includes 129,033 shares of common
stock owned by Factor Bioscience, of which Dr. Angel owns
approximately 64% of the outstanding equity, and 144,179 shares of
common stock subject to issuance upon exercise of options.
|
|
(8)
|
Represents shares of common tock
subject to issuance upon exercise of options.
|
|
(9)
|
Represents shares of common stock
subject to issuance upon exercise of options.
Mr. Jackson resigned as our Chief Financial Officer effective
May 4, 2023.
|
|
(10)
|
Includes 666,762 shares of common
stock subject to issuance upon exercise of warrants, 199,903 shares
of common stock issuable upon exercise of options, 438 shares of
common stock issuable upon the vesting of restricted stock units
and 3,043 shares of common stock issuable upon conversion of Series
A convertible preferred stock.
|