Ernexa Therapeutics Inc 2024年度报告

Subject: Eterna Therapeutics Is Now Ernexa Therapeutics Dear Shareholders, As we step into 2025 with renewed focus and momentum, I’m honored to share an update on oursignificant progress. Over the past several months, we have undergone a strategic transformation–one rooted in clarity ofmission and scientific ambition. This evolution began with a deliberate repositioning of the company,including a comprehensive financial restructuring and, most recently, the successful closing of a newfunding round. A New Identity, A Sharpened Purpose Last month, we announced our new name. We are no longer Eterna Therapeutics; we are nowErnexaTherapeutics. This wasn’t just a rebranding –it was a declaration of intent. With this new identity, weembraced a sharper focus on delivering high-impact cell therapies for patients with critical unmet needs,beginning with our lead program in ovarian cancer, as well as autoimmune disease. We are no longer focused solely on advancing an innovative platform–we are now committed todelivering transformative treatments with real clinical impact. Our new tagline, “Breaking ThroughDefenses, Delivering Hope,” embodies both our scientific innovation and our commitment to patients. Strengthening Our Foundation In late 2024, we took decisive steps to restructure financially. By discontinuing a costly lease andreducing our debt, we unlocked approximately $72 million in estimated savings over the next eight yearsand improved our balance sheet. This restructuring was not simply about cutting costs–it was aboutclearing the path to execute our strategic vision with greater agility and resilience. Our financial progress has continued in 2025 with the successful signing of a $7.25 million privateplacement. The closing of the first tranche of this transaction, completed in early April, brought in $1.1 million in proceeds. Upon shareholder approval at our upcoming annual meeting on June 2, weanticipate completing the second tranche for receipt of the remaining $6.15 million. This raise followsthe $5 million PIPE investment we secured in 2024. Together, these rounds provide vital support for ourlead program and future growth. Advancing Our Lead Program Our scientific momentum is building. We continue to advance ERNA-101, our proprietary iMSC(induced mesenchymal stem cell) product. ERNA-101 represents a novel and differentiated approach forpatients with aggressive cancers, starting with ovarian cancer where treatment options remain limitedand outcomes poor. We are currently focused on IND-enabling studies, with a target submission by 2026. Every step we takeis guided by our mission: to transform the lives of patients with advanced cancer and autoimmunedisease through breakthrough cell therapies. Looking Ahead These are exciting and pivotal times at Ernexa. We are operating with renewed clarity, strengthened bystrategic decisions and driven by a singular focus on impact. We’re grateful to have you, ourshareholders, as partners on this journey. Your continued support fuels our work, and we remaincommitted to delivering long-term value as we bring innovative therapies closer to the patients whoneed them most. With appreciation, Sanjeev Luther President & Chief Executive OfficerErnexa Therapeutics Inc. Email: Sanjeev.Luther@ernexatx.com UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549 Form 10-K (Mark One)ցANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, 2024 OR տTRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Eterna Therapeutics Inc. Delaware(State or Other Jurisdiction ofIncorporation or Organization) 02141(Zip Code) (212) 582-1199(Registrant’s telephone number, including Area Code) Securities registered pursuant to Section 12(b) of the Act: Name of Each Exchange on Which Registered Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes…No_ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of theSecurities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to filesuch reports), and (2) has been subject to filing requirements for the past 90 days.Yes_No… Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that theregistrant was required to submit such files).Yes_No… Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smallerreporting company or an emerging growth company. See the definitions of “large accelerated file