Brooklyn ImmunoTherapeutics Inc. filed SEC Form 8-K: Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

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): January 17, 2024

Eterna Therapeutics Inc.

(Exact Name of Registrant as Specified in its Charter)

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:

Securities registered pursuant to Section 12(b) of the Act:

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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On January 17, 2024, Eterna Therapeutics Inc. (the “Company”) received a notice (the “Notice”) from the Listing Qualifications Staff (“Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”) stating that, due to the appointment of Dorothy Clarke as the Company’s General Counsel, Ms. Clarke’s subsequent resignation from the committees of the Company’s Board of Directors (the “Board”) and the appointment of Sanjeev Luther as a member of the Board, the Company no longer complies with Nasdaq’s majority independent board and independent audit committee requirements as set forth in Nasdaq Listing Rule 5605. This rule, in relevant part, requires that (i) a board consist of a majority of independent directors and (ii) the audit committee consist of at least three members, each of whom must be an independent director under the Nasdaq Listing Rules and meet the heightened independence standards for audit committee members under the Nasdaq Listing Rules and the Securities Exchange Act of 1934, as amended.

The Notice indicates that Nasdaq is providing the Company with 45 days to submit a plan (the “Plan”) to regain compliance.  If Nasdaq accepts the Plan, then Nasdaq may, in its discretion, grant an extension of up to 180 calendar days from January 17, 2024 to regain compliance.  In the event the Company does not regain compliance prior to the expiration of the applicable compliance period, the Nasdaq Listing Rules require the Nasdaq’s Staff to provide written notification to the Company that its securities will be delisted. At that time, the Company may appeal the delisting determination to a Hearings Panel.

The Notice has no immediate effect on the Company’s Nasdaq listing, and its common stock will continue to be listed under the symbol “ERNA.”

The Company is evaluating potential director candidates and intends to regain compliance with the Nasdaq Listing Rule 5605 prior to the expiration of the applicable compliance period.

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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