EX-99.1 2 brhc10043928_ex99-1.htm EXHIBIT 99.1

Exhibit 99.1
Eterna TherapeuticsCompany Overview November 2022 1 © Eterna Therapeutics Inc.

Legal notices This presentation (this “Presentation”) and any oral statements made in connection with this Presentation are for informational purposes only and do not constitute an offer to sell, a solicitation of an offer to buy, or a recommendation to purchase any equity, debt or other securities of Eterna Therapeutics Inc., a Delaware corporation (including its consolidated subsidiaries and affiliates, the “Company”). The information contained herein does not purport to be all inclusive. The data contained herein is derived from various internal and external sources believed to be reliable, but there can be no assurance as to the accuracy or completeness of such information. Any data on past performance contained herein is not an indication as to future performance. Except as required by applicable law, the Company assumes no obligation to update the information in this Presentation. Nothing herein shall be deemed to constitute investment, legal, tax, financial, accounting or other advice. The communication of this Presentation is restricted by law, and it is not intended for distribution to, or use by any person in, any jurisdiction where such distribution or use would be contrary to local law or regulation. Forward-Looking Statements This Presentation includes certain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements may address, among other things, the Company’s expected plans and prospects, including without limitation, the Company’s views with respect to the potential for mRNA Cell Engineering, its expectations with respect to timing of regulatory filings and the reporting of initial data from any clinical trial(s), the potential therapeutic opportunities for mRNA Cell Engineering, its expectations regarding its product strategies, and its plans regarding commercialization of mRNA Cell Engineering. These forward-looking statements are distinguished by use of words such as “anticipate,” “aim,” “believe,” “continue,” “can,” “could,” “estimate,” “expect,” “intends,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “will,” “would” and the negative of these terms, and similar references to future periods. These statements are based on management’s current expectations and are subject to uncertainty and changes in circumstances. Actual results may differ materially from these expectations due to, among other things, the Company’s ability to discover and develop novel drug candidates and delivery approaches, the Company’s ability to successfully demonstrate the efficacy and safety of its drug candidates, the pre-clinical and clinical results for its product candidates, which may not support further development of product candidates, the actions of regulatory agencies, which may affect the initiation, timing and progress of clinical trials, obtaining, maintaining and protecting intellectual property, the Company’s ability to enforce its patents against infringers and defend its patent portfolio against challenges from third parties, obtaining regulatory approval for products, competition from others using technology similar to the Company’s and others developing products for similar uses, the Company’s ability to manage operating expenses, the Company’s ability to obtain additional funding to support its business activities and establish and maintain strategic business alliances and new business initiatives, the Company’s dependence on third parties for development, manufacture, marketing, sales and distribution of products, the outcome of litigation, and unexpected expenditures. Detailed information about these factors and additional important factors can be found in the documents that the Company files with the Securities and Exchange Commission, such as Form 10-K, Form 10-Q and Form 8-K. Forward-looking statements speak only as of the date the statements were made. The Company does not undertake an obligation to update forward-looking information, except to the extent required by applicable law. 2 © Eterna Therapeutics Inc.

Eterna vision We are a leading mRNA Cell Engineering platform based on a broad foundational intellectual property estate and will invest to realize its full potential We and our partners are discovering and developing an extraordinary breadth of valuable treatments to address some of the most fundamental diseases in medicine We intend to extend our cash runway and maximize our addressable market by entering high-value strategic collaborations We are a vibrant, interdisciplinary team committed to revolutionizing medicine 3 © Eterna Therapeutics Inc.

Eterna has exclusively in-licensed an extensive portfolio of patents broadly covering foundational mRNA Cell Engineering technologies We expect that Eterna’s patented technologies will be used in the most advanced cell engineering therapies in medicine We believe that Eterna’s established insiders are committed to continued investment in the Eterna platform 4 © Eterna Therapeutics Inc. The mRNA Cell Engineering platform

$200B+ addressable market “mRNA: Therapeutics and Global Markets” (2021)https://www.bccresearch.com/market-research/biotechnology/mrna-vaccines-and-therapeutics-market.html “Global Cell Therapy And Tissue Engineering Market Size By Material (Biologically Derived, Synthetic), By Type (Cell Therapy, Tissue Engineering), By Application (Genetic Diseases, Tissue Malignancy), By Geographic Scope And Forecast” (2021)https://www.verifiedmarketresearch.com/product/cell-therapy-and-tissue-engineering-market/ “Global Genome Editing Market Size & Share Report 2021-2028” (2019)https://www.grandviewresearch.com/press-release/global-genome-editing-market “Global Genome Editing Technologies Market” (2022)https://www.visiongain.com/report/genome-editing-technologies-market-2022/ mRNA therapeutics1 Cell therapy and tissue engineering2 Genome editing3 Genome editing technologies4 5 © Eterna Therapeutics Inc.

With over 100 foundational blocking in-licensed patents believed to cover both commercial and advanced clinical-stage products, Eterna is uniquely positioned to secure high-value strategic partnerships We have identified multiple $1bn+ market value public companies that we believe are currently using our patented technology and we believe will require a license to develop and commercialize products Licenses in comparable transactions have included $30mm - $250mm upfront payments, development milestones of $75mm to $1bn+ per product, and royalties Eterna believes its patent estate will drive exceptional value creation for shareholders in coming years Core strategy: High-value strategic partnering 6 © Eterna Therapeutics Inc. Eterna’s partnering strategy Manage technology and financing risk and accelerate therapeutic development by partnering assets, indications, and modalities

Cells contain DNA, which stores genetic information Every organ and every tissue is made of and made by cells Cells are the building blocks of life 7 © Eterna Therapeutics Inc. Disease is caused by damage to cells DNA is damaged by exposure to radiation, chemicals, and natural metabolism (aging)

Eterna’s mRNA Cell Engineering Platform ToRNAdo™ mRNA Delivery mRNAGene Editing mRNA mRNA Cell Reprogramming Eterna’s mRNA Cell Engineering platform addresses cellular dysfunction ToRNAdo™ mRNA Delivery enables in vivo repair of cellular dysfunction mRNA Gene Editing repairs genetic damage and confers new functionality to cells mRNA Cell Reprogramming generates new cells 8 © Eterna Therapeutics Inc.

mRNA Cell Engineering can generate many valuable products across diverse modalities Gene editing Gene replacement Cell replacement Blood cancers Solid tumors Ophthalmology Cardiology Neurology, etc. Many products Many products Many products Many products Many products Many products Eterna’s mRNA Cell Engineering Platform Platform Modalities Therapies 9 © Eterna Therapeutics Inc.

Technology partnership withFactor Bioscience Exclusive license to over 100 foundational mRNA Cell Engineering patents License grants Eterna the right to enforce these patents against third-party infringers Patent License Master Services Agreement 10 © Eterna Therapeutics Inc. Access to Factor’s research laboratory in Cambridge, MA, including state-of-the-art mRNA Cell Engineering equipment and training Provides immediate access to critical assets including protocols, formulations, sequences, templates, mRNA constructs, and iPS cells

Eterna has secured an option to exclusively in-license up to four iPS cell-derived NK-cell and T-cell products which Eterna will develop for indications in oncology We believe that Exacis’ approach can target virtually any cancer antigen The NK cell market is expected to reach $5 billion by 20261 NK and T cell therapy partnership withExacis Biotherapeutics iPSC-derived NK cells destroying cancer cells 1”Natural Killer Cells Therapeutics Market by Therapeutics (NK Cell Therapies and NK Cell Directed Antibodies), Application (Cancer, Gastrointestinal Diseases, Immunoproliferative Disorders, and Others), and End User (Research Centers & Institutes, Hospitals, and Others): Global Opportunity Analysis and Industry Forecast, 2018–2026” (2019)https://www.alliedmarketresearch.com/natural-killer-cell-therapeutics-market 11 © Eterna Therapeutics Inc.

Eterna has partnered with NoveCite Biotherapeutics to develop an iPSC-derived cell therapy for the treatment of acute respiratory diseases First indication – Acute respiratory distress syndrome (ARDS) Award-winning presentation of large animal data at International Society of Cell & Gene Therapy 2021 Annual Meeting1 Acute respiratory disease partnership with NoveCite Biotherapeutics 1Hashimoto, et al. “Novel Induced-Mesenchymal Stem Cells (i-MSCs) Attenuate Severity of ARDS in Septic Sheep”. ISCT Annual Meeting. 2021. 12 © Eterna Therapeutics Inc. Cells for the treatment of respiratory disease, including, but not limited to, acute respiratory distress syndrome (ARDS)

Leadership Matt Angel, PhD Interim Chief Executive Officer Co-Founder & CEO, Factor Bioscience Co-Founder, Exacis Biotherapeutics Co-Founder, Novellus Therapeutics Andrew Jackson Chief Financial Officer Former CFO, Ra Medical Systems Former CFO, AltheaDx, Inc Former CFO, Celladon Corporation Roger Sidhu, MD Chief Medical Officer Former Chief Medical Officer & VP, R&D, Roivant​ Former VP, Clinical Development, Kite Pharma​ Former Chief Medical Officer, Cell Design Labs Susan McClatchey Vice President, Head of Quality Former Sr. Director of Product Development, IQVIA Former Sr. Director of QA, ViaCyte Former Director of QA, Cosmo Bioscience Sandra Gurrola Vice President, Finance Former VP, eGames.com Former VP of Finance, NTN Buzztime Former Sr. Manager of Finance, Metabasis Therapeutics 13 © Eterna Therapeutics Inc.

Board of directors Charles Cherington Chairman Co-Founder, Ara Co-Founder, Intervale Capital Founder, Cherington Capital Matt Angel, PhD Interim Chief Executive Officer Co-Founder & CEO, Factor Bioscience Co-Founder, Exacis Biotherapeutics Founder, Novellus Therapeutics Gregory Fiore, MD Director CEO, Exacis Biotherapeutics Former CEO, Sollis Therapeutics Former CMO, The Medicines Company Nicholas Singer Director Founder, Purchase Capital Founder, United Parks Executive Chairman, Only What You Need Bill Wexler Director Chairman & CEO, Homer City Holdings Former Chairman & CEO, Upstate New York Power Products Former Chief Restructuring Officer, VMR Electronics 14 © Eterna Therapeutics Inc.