Eterna Therapeutics (ERNA) 10-Q 11 Aug 23 2023 Q2 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	6 Months Ended
	Jun. 30, 2023	Aug. 08, 2023
Cover [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Period End Date	Jun. 30, 2023
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	Q2
Document Transition Report	false
Entity File Number	001-11460
Entity Registrant Name	Eterna Therapeutics Inc.
Entity Central Index Key	0000748592
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	31-1103425
Entity Address, Address Line One	1035 Cambridge Street, Suite 18A
Entity Address, City or Town	Cambridge
Entity Address, State or Province	MA
Entity Address, Postal Zip Code	02141
City Area Code	212
Local Phone Number	582-1199
Title of 12(b) Security	Common stock, $0.005 par value per share
Trading Symbol	ERNA
Security Exchange Name	NASDAQ
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		5,410,331

CONDENSED CONSOLIDATED BALANCE

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
Current assets:
Cash	$ 1,837	$ 11,446
Other receivables	984	951
Prepaid expenses and other current assets	1,070	1,284
Total current assets	3,891	13,681
Restricted cash	4,095	4,095
Property and equipment, net	193	236
Right-of-use assets - operating leases	35,357	1,030
Goodwill	2,044	2,044
Investment in non-controlling interest	0	59
Other assets	1,374	1,134
Total assets	46,954	22,279
Current liabilities:
Accounts payable	2,675	1,620
Accrued expenses	2,109	3,626
Income taxes payable	8	0
Operating lease liabilities, current	173	295
Total current liabilities	7,165	7,654
Warrant liabilities	185	331
Operating lease liabilities, non-current	34,963	887
Deferred revenue	250	0
Contingent consideration liability	107	0
Total liabilities	43,088	10,172
Stockholders' equity:
Common stock, $0.005 par value, 100,000 shares authorized at June 30, 2023 and December 31, 2022; 5,410 and 5,127 issued and outstanding at June 30, 2023 and December 31, 2022, respectively	27	26
Additional paid-in capital	179,067	177,377
Accumulated deficit	(175,229)	(165,297)
Total stockholders' equity	3,866	12,107
Total liabilities and stockholders' equity	46,954	22,279
Related Party [Member]
Current liabilities:
Other current liabilities	1,750	1,750
Other liabilities	331	1,206
Nonrelated Party [Member]
Current liabilities:
Other current liabilities	450	363
Other liabilities	87	94
Series A Preferred Stock [Member]
Stockholders' equity:
Preferred stock, $0.005 par value, 1,000 shares authorized, 156 designated and outstanding of Series A convertible preferred stock at June 30, 2023 and December 31, 2022, $156 liquidation preference	$ 1	$ 1

CONDENSED CONSOLIDATED BALANC_2

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) shares in Thousands, $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
Stockholders' equity:
Preferred stock, par value (in dollars per share)	$ 0.005	$ 0.005
Preferred stock, shares authorized (in shares)	1,000	1,000
Preferred stock, shares issued (in shares)	156	156
Preferred stock, shares outstanding (in shares)	156	156
Preferred stock, liquidation preference	$ 156	$ 156
Common stock, par value (in dollars per share)	$ 0.005	$ 0.005
Common stock, shares authorized (in shares)	100,000	100,000
Common stock, shares issued (in shares)	5,410	5,127
Common stock, shares outstanding (in shares)	5,410	5,127

CONDENSED CONSOLIDATED STATEMEN

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Operating expenses:
License costs	$ 0	$ 0	$ 50	$ 0
Research and development	1,579	1,685	3,253	3,467
General and administrative	2,510	6,205	6,102	10,719
Acquisition of Exacis in-process research and development	460	0	460	0
Impairment of in-process research and development	0	5,990	0	5,990
Total operating expenses	4,549	13,880	9,865	20,176
Loss from operations	(4,549)	(13,880)	(9,865)	(20,176)
Other income (expense), net:
Change in fair value of warrant liabilities	191	10,792	146	9,470
Change in fair value of contingent consideration	118	0	118	0
Loss on non-controlling investment	(8)	(296)	(59)	(911)
Other expense, net	(256)	(14)	(255)	(1,156)
Total other income (expense), net	45	10,482	(50)	7,403
Loss before income taxes	(4,504)	(3,398)	(9,915)	(12,773)
Provision for income taxes	(4)	0	(9)	0
Net loss	(4,508)	(3,398)	(9,924)	(12,773)
Series A preferred stock dividend	(8)	(8)	(8)	(8)
Net loss attributable to common stockholders	$ (4,516)	$ (3,406)	$ (9,932)	$ (12,781)
Net loss per common share - basic (in dollars per share)	$ (0.85)	$ (1.16)	$ (1.9)	$ (4.55)
Net loss per common share - diluted (in dollars per share)	$ (0.85)	$ (1.16)	$ (1.9)	$ (4.55)
Weighted average shares outstanding - basic (in shares)	5,303	2,940	5,215	2,811
Weighted average shares outstanding - diluted (in shares)	5,303	2,940	5,215	2,811

CONDENSED CONSOLIDATED STATEM_2

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($) shares in Thousands, $ in Thousands	Common Stock [Member]	Preferred Stock [Member] Series A Preferred Stock [Member]	Additional Paid-in Capital [Member]	Accumulated Deficit [Member]	Total
Balance at Dec. 31, 2021	$ 13	$ 1	$ 166,191	$ (140,702)	$ 25,503
Balance (in shares) at Dec. 31, 2021	2,601	156
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of common stock in connection with private offering	$ 1	$ 0	(1)	0	0
Issuance of common stock in connection with private offering (in shares)	275	0
Forfeiture of unvested restricted stock	$ 0	$ 0	0	0	0
Forfeiture of unvested restricted stock (in shares)	(4)	0
Issuance of common stock from vested restricted stock units	$ 0	$ 0	(5)	0	(5)
Issuance of common stock from vested restricted stock units (in shares)	1	0
Cash dividends to Series A preferred stockholders	$ 0	$ 0	0	(8)	(8)
Cash dividends to Series A preferred stockholders (in shares)	0	0
Stock-based compensation	$ 0	$ 0	2,062	0	2,062
Net loss	0	0	0	(12,773)	(12,773)
Balance at Jun. 30, 2022	$ 14	$ 1	168,247	(153,483)	14,779
Balance (in shares) at Jun. 30, 2022	2,873	156
Balance at Mar. 31, 2022	$ 14	$ 1	167,373	(150,077)	17,311
Balance (in shares) at Mar. 31, 2022	2,872	156
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of common stock from vested restricted stock units	$ 0	$ 0	(5)	0	(5)
Issuance of common stock from vested restricted stock units (in shares)	1	0
Cash dividends to Series A preferred stockholders	$ 0	$ 0	0	(8)	(8)
Cash dividends to Series A preferred stockholders (in shares)	0	0
Stock-based compensation	$ 0	$ 0	879	0	879
Net loss	0	0	0	(3,398)	(3,398)
Balance at Jun. 30, 2022	$ 14	$ 1	168,247	(153,483)	14,779
Balance (in shares) at Jun. 30, 2022	2,873	156
Balance at Dec. 31, 2022	$ 26	$ 1	177,377	(165,297)	12,107
Balance (in shares) at Dec. 31, 2022	5,127	156
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of common stock in connection with Exacis asset acquisition	$ 0	$ 0	208	0	208
Issuance of common stock in connection with Exacis asset acquisition (in shares)	69	0
Issuance of common stock related to stock purchase agreement with Lincoln Park Capital Fund, LLC, net	$ 1	$ 0	579	0	580
Issuance of common stock related to stock purchase agreement with Lincoln Park Capital Fund, LLC, net (in shares)	214	0
Cash dividends to Series A preferred stockholders	$ 0	$ 0	0	(8)	(8)
Cash dividends to Series A preferred stockholders (in shares)	0	0
Stock-based compensation	$ 0	$ 0	903	0	903
Net loss	0	0	0	(9,924)	(9,924)
Balance at Jun. 30, 2023	$ 27	$ 1	179,067	(175,229)	3,866
Balance (in shares) at Jun. 30, 2023	5,410	156
Balance at Mar. 31, 2023	$ 26	$ 1	178,066	(170,713)	7,380
Balance (in shares) at Mar. 31, 2023	5,127	156
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of common stock in connection with Exacis asset acquisition	$ 0	$ 0	208	0	208
Issuance of common stock in connection with Exacis asset acquisition (in shares)	69	0
Issuance of common stock related to stock purchase agreement with Lincoln Park Capital Fund, LLC, net	$ 1	$ 0	579	0	580
Issuance of common stock related to stock purchase agreement with Lincoln Park Capital Fund, LLC, net (in shares)	214	0
Cash dividends to Series A preferred stockholders	$ 0	$ 0	0	(8)	(8)
Cash dividends to Series A preferred stockholders (in shares)	0	0
Stock-based compensation	$ 0	$ 0	214	0	214
Net loss	0	0	0	(4,508)	(4,508)
Balance at Jun. 30, 2023	$ 27	$ 1	$ 179,067	$ (175,229)	$ 3,866
Balance (in shares) at Jun. 30, 2023	5,410	156

CONDENSED CONSOLIDATED STATEM_3

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022
Cash flows from operating activities:
Net loss	$ (9,924)	$ (12,773)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	42	104
Stock-based compensation	903	2,062
Commitment shares issued to Lincoln Park Capital, LLC	249	0
Loss on shares sold to Lincoln Park Capital, LLC	11	0
Amortization of right-of-use asset	83	186
Impairment of right-of-use asset	0	772
Non-cash component of acquisition of Exacis in-process research and development	433	0
Impairment of in-process research and development	0	5,990
Loss on disposal of fixed assets	1	274
Gain on lease termination	0	(85)
Change in fair value of warrant liabilities	(146)	(9,470)
Change in fair value of contingent consideration liability	(118)	0
Loss on non-controlling investment	59	911
Changes in operating assets and liabilities:
Other receivables	(33)	(5)
Prepaid expenses and other current assets	214	(727)
Other non-current assets	(481)	11
Accounts payable and accrued expenses	(454)	2,295
Operating lease liability	(215)	(153)
Due to related party	(875)	0
Deferred revenue	250	0
Other liabilities	80	1,183
Net cash used in operating activities	(9,921)	(9,425)
Cash flows from investing activities:
Purchase of property and equipment	0	(233)
Proceeds from the sale of fixed assets	0	100
Net cash used in investing activities	0	(133)
Cash flows from financing activities:
Proceeds from issuance of common stock and warrants in connection with private offering	0	11,993
Proceeds from sale of common stock pursuant to stock purchase agreement with Lincoln Park Capital Fund, LLC	320	0
Payroll tax remitted on net share settlement of equity awards	0	(5)
Dividends paid to Series A preferred stockholders	(8)	(8)
Net cash provided by financing activities	312	11,980
Net (decrease) increase in cash and cash equivalents	(9,609)	2,422
Cash, cash equivalents and restricted cash at beginning of period	15,541	16,985
Cash, cash equivalents and restricted cash at end of period	5,932	19,407
Cash paid during the period for:
Interest	13	14
Income taxes	4	8
Supplemental disclosure of non-cash investing and financing activities:
Contingent consideration for Exacis asset acquisition	225	0
Issuance of common stock for Exacis asset acquisition	208	0
Initial measurement of right-of-use asset	34,410	1,706
Initial measurement of lease liability	34,169	1,706
Reconciliation of cash, cash equivalents and restricted cash at end of period:
Cash and cash equivalents	1,837	19,407
Restricted cash	4,095	0
Total cash, cash equivalents and restricted cash at end of period	$ 5,932	$ 19,407

DESCRIPTION OF BUSINESS AND BAS

DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION	6 Months Ended
	Jun. 30, 2023
DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION [Abstract]
DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION	1) DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION Description of Business Eterna Therapeutics Inc. (“Eterna”), together with its subsidiaries including Eterna Therapeutics LLC (“Eterna LLC”), Novellus, Inc. (“Novellus”) and Novellus Therapeutics Limited (“Novellus Limited”), is a life science company committed to realizing the potential of mRNA cell engineering to provide patients with transformational new medicines. Eterna has in-licensed a portfolio of over 100 patents covering key mRNA cell engineering technologies, including technologies for mRNA cell reprogramming, mRNA gene editing, the NoveSliceTM and UltraSliceTM gene-editing proteins, and the ToRNAdoTM mRNA delivery system. Eterna plans to develop and advance a pipeline of therapeutic products both internally and through strategic partnerships, with the near-term focus on strategic partnerships. Eterna licenses its mRNA technology platform from Factor Bioscience Limited (“Factor Limited”) under an exclusive license agreement. As used herein, the “Company” refers collectively to Eterna and its subsidiaries. Basis of Presentation The accompanying unaudited interim condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial statements and with the instructions to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, the unaudited financial statements include all the normal recurring adjustments that are necessary for a fair presentation of the financial position, results of operations and cash flows for the periods presented. These condensed consolidated financial statements should be read together with the audited consolidated financial statements and notes thereto contained in Eterna’s Annual Report on Form 10-K for the year ended December 31, 2022 filed with the Securities and Exchange Commission (the “SEC”) on March 20, 2023 (the “2022 10-K”). The accompanying condensed consolidated balance sheet as of December 31, 2022 has been derived from the audited financial statements contained in the 2022 10-K but does not include all of the information and footnotes required by GAAP for complete financial statements. The results of operations for the three and six months ended June 30, 2023 are not necessarily indicative of the results to be anticipated for the entire year ending December 31, 2023, or any other period.

LIQUIDITY AND CAPITAL RESOURCES

LIQUIDITY AND CAPITAL RESOURCES	6 Months Ended
	Jun. 30, 2023
LIQUIDITY AND CAPITAL RESOURCES [Abstract]
LIQUIDITY AND CAPITAL RESOURCES	2) LIQUIDITY AND CAPITAL RESOURCES The Company has incurred significant operating losses and has an accumulated deficit as a result of its efforts to develop product candidates, including conducting clinical trials and providing general and administrative support for operations. As of June 30, 2023, the Company had an unrestricted cash balance of approximately $1.8 million and an accumulated deficit of approximately $175.2 million. For the three and six months ended June 30, 2023, the Company incurred a net loss of $4.5 million and $9.9 million, respectively, and the Company used cash in operating activities of $9.9 million during the six months ended June 30, 2023. In October 2022, the Company entered into a facility sublease agreement (the “Sublease”) for approximately 45,500 square feet of office and laboratory space in Somerville, Massachusetts. Pursuant to the Sublease, the Company delivered to the sublessor a security deposit in the form of a letter of credit in the amount of $4.1 million, which will be reduced on an incremental basis throughout the term of the lease. The letter of credit was issued by the Company’s commercial bank, which required that the Company cash collateralize the letter of credit by depositing $4.1 million in a restricted cash account with such bank. The amount of required restricted cash collateral will decline in parallel with the reduction in the amount of the letter of credit over the term of the Subleas On April 5, 2023, the Company entered into a standby equity purchase agreement (the “SEPA”) and a registration rights agreement with Lincoln Park Capital Fund, LLC (“Lincoln Park”), pursuant to which Lincoln Park committed to purchase up to $10.0 million of the Company’s common stock in an “equity line” financing arrangement. During the three and six months ended June 30, 2023, the Company issued and sold approximately 214,000 shares of common stock under the SEPA for gross proceeds of $0.3 million. See Note 14. On July 13, 2023, the Company entered into a securities purchase agreement (the “Purchase Agreement”) with certain investors providing for the private placement (the “Private Placement”) to the investors of (i) approximately $8.7 million in aggregate principal convertible promissory notes (the “Notes”) and (ii) warrants to purchase an aggregate of approximately 6.1 million shares of the Company’s common stock (the “Note Warrants”). The Notes bear interest at 6% per annum, payable quarterly in arrears, and the Company may pay interest in cash or in-kind by increasing the outstanding principal amount of the Notes. The Notes mature in July 2028 and can be converted into shares of the Company’s common stock at the option of the applicable investor. The Private Placement closed on July 14, 2023, and the Company intends to use the proceeds for general working capital purposes. See Note 16. In connection with preparing the accompanying condensed consolidated financial statements as of and for the three and six months ended June 30, 2023, the Company’s management concluded that there is substantial doubt regarding the Company’s ability to continue as a going concern because it does not expect to have sufficient cash or working capital resources to fund operations for the twelve-month period subsequent to the issuance date of these condensed consolidated financial statements. The Company will need to raise additional capital in addition to the Private Placement completed in July 2023, which could be through the remaining availability under the SEPA, public or private equity offerings, debt financings, strategic partnerships or other means. Other than the SEPA, the Company currently has no arrangements for such capital, and no assurances can be given that it will be able to raise such capital when needed, on acceptable terms, or at all. The accompanying condensed consolidated financial statements have been prepared on a going-concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The accompanying condensed consolidated financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classifications of liabilities that may result from uncertainty related to the Company’s ability to continue as a going concern.

ASSET ACQUISITION

ASSET ACQUISITION	6 Months Ended
	Jun. 30, 2023
ASSET ACQUISITION [Abstract]
ASSET ACQUISITION	3) ASSET ACQUISITION On April 26, 2023, the Company entered into an asset purchase agreement (the “Exacis Purchase Agreement”), together with Exacis Biotherapeutics Inc. (“Exacis”), the stockholders party thereto and, with respect to specified provisions therein, Factor Limited (the “Exacis Acquisition”). Pursuant to the Exacis Purchase Agreement, the Company acquired from Exacis substantially all of Exacis’ intellectual property assets (the “Exacis Assets”), including all of Exacis’ right, title and interest in and to an exclusive license agreement by and between Exacis and Factor Limited (the “Purchased License”). The Company assumed none of Exacis’ liabilities, other than liabilities under the Purchased License that accrue subsequent to the closing date. In consideration for the Exacis Assets, on the closing date of the transaction, the Company issued to Exacis an aggregate of approximately 69,000 shares of common stock, which shares are subject to a 12-month lockup, pursuant to which Exacis may not sell or otherwise transfer such shares. The shares were issued to Exacis at a price based on the Company having an assumed equity valuation of $75.0 million, divided by the number of issued and outstanding shares of common stock as of the close of business two trading days prior to the closing date. For accounting purposes, (i) if, at any time during the three-year period commencing on the closing date and ending on the three-year anniversary of the closing date, the Company’s market capitalization equals or exceeds $100.0 million for at least ten (ii) if, at any time during the three-year period commencing on the closing date and ending on the three-year anniversary of the closing date, the Company’s market capitalization equals or exceeds $200.0 million for at least ten (iii) during the five-year period commencing on the closing date and ending on the five-year anniversary of the closing date, the Company will pay or deliver to Exacis 20% of all cash or other consideration (collectively, “License Contingent Consideration”) actually received by the Company during the five-year period from (i) third-party licensees or sublicensees of the intellectual property rights acquired by the Company from Exacis pursuant to the Exacis Purchase Agreement, or (ii) subject to certain exceptions, the sale of such intellectual property rights; provided, that the License Contingent Consideration shall not in any event exceed $45.0 million. The Company accounted for the Exacis Acquisition as an asset acquisition because it determined that substantially all of the fair value of the assets acquired was concentrated in the Purchased License. Assets acquired in an asset acquisition are recognized based on their cost to the acquirer and generally allocated to the assets on a relative fair value basis. The Company’s cost for acquiring the Exacis Assets includes the issuance of the Company’s common stock, direct acquisition-related costs and contingent consideration. The table below shows the total fair value of the consideration paid for the Exacis Assets (in thousands). See Note 4 for more information on the fair value measurement of the assets acquired. Fair Value of Consideration Shares issued $ 208 Contingent consideration 225 Direct costs 27 Total fair value $ 460 The Company allocated 100% of the fair value of the consideration to the Purchased License, which the Company determined is an in-process research and development (“IPR&D”) asset. IPR&D assets acquired through an asset purchase that have no alternative future uses and no separate economic values from their original intended purpose are expensed in the period the cost is incurred. As a result, the Company expensed the fair value of the Purchased License during the three and six months ended June 30, 2023.

FAIR VALUE OF FINANCIAL INSTRUM

FAIR VALUE OF FINANCIAL INSTRUMENTS	6 Months Ended
	Jun. 30, 2023
FAIR VALUE OF FINANCIAL INSTRUMENTS [Abstract]
FAIR VALUE OF FINANCIAL INSTRUMENTS	4) FAIR VALUE OF FINANCIAL INSTRUMENTS Fair value is defined as the price that would be received to sell an asset, or paid to transfer a liability, in an orderly transaction between willing market participants. A fair value hierarchy has been established for valuation inputs that gives the highest priority to quoted prices in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The fair value hierarchy is as follows: ● Level 1 Inputs – Valued based on quoted prices in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date. ● Level 2 Inputs – Valued based on inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. These might include quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability (such as interest rates, volatilities, prepayment speeds, credit risks, etc.) or inputs that are derived principally from or corroborated by market data by correlation or other means. ● Level 3 Inputs – Valued based on inputs for which there is little or no market value, which require the reporting entity to develop its own assumptions. The carrying amounts reported on the balance sheet for cash and cash equivalents, other receivable, prepaid assets and other current assets, accounts payable and accrued expenses, other current liabilities and other liabilities approximate fair value based due to their short maturities. The following tables summarize the liabilities that are measured at fair value as of June 30, 2023 and December 31, 2022 (in thousands) Description Level June 30, 2023 December 31, 2022 Liabilities: Warrant liabilities - Common Warrants 3 $ 185 $ 331 Market Cap Contingent Consideration 3 $ 107 $ - The Company has Common Warrants related to the March PIPE, as defined and discussed in Note 12, that are recognized as liabilities. The Company uses a Black-Scholes option pricing model to estimate the fair value of the Common Warrants, which is considered a Level 3 fair value measurement. The Company also has contingent consideration liabilities related to the Exacis Acquisition, as discussed in Note 3. The Market Cap Contingent Consideration is indexed to or settled in the Company’s own shares. As a result, the Company classified the Market Cap Contingent Consideration as a liability measured at fair value because the financial instrument embodies a conditional obligation (the Company would only issue the shares on the condition that the market capitalization thresholds are met), and at inception, the monetary value of the obligation is based solely on a fixed monetary amount ($2.0 million of shares for each target), which will be settleable with a variable number of the Company’s shares. The Company uses a Monte Carlo simulation model to estimate the fair value of the Market Cap Contingent Consideration, which is considered a Level 3 fair value measurement. As of the acquisition date, the fair value of the Market Cap Contingent Consideration was approximately $0.2 million. The Company remeasured the fair value of the Market Cap Contingent Consideration as of June 30, 2023, which resulted in a decrease of $0.1 million to approximately $0.1 million. The following assumptions were used in the fair valuation calculation as of the acquisition date and June 30, 2023: Acquisition Date June 30, 2023 Stock price $ 3.00 $ 2.26 Risk-free rate 3.58 % 4.46 % Volatility 100 % 90 % Dividend yield 0 % 0 % Expected term 3.0 years 2.82 years The License Contingent Consideration is to be settled in cash and is generally recognized when the liability is probable and estimable. As of the acquisition date and as of June 30, 2023, the Company concluded that paying the License Contingent Consideration was not probable or estimable. Therefore, there was no applicable contingent consideration liability recognized. Certain inputs used in this Black-Scholes and Monte Carlo pricing models may fluctuate in future periods based upon factors that are outside of the Company’s control. A significant change in one or more of these inputs used in the calculation of the fair value may cause a significant change to the fair value of the Company’s warrant liabilities or contingent consideration liabilities, which could also result in material non-cash gains or losses being reported in the Company’s consolidated statement of operations. The following table presents the changes in the warrant liabilities from January 1, 2023 through June 30, 2023, as well as the initial measurement of the Market Cap Contingent Consideration as of the acquisition date of the Exacis Assets and the changes in such contingent consideration as of June 30, 2023 (in thousands): Liabilities Contingent Consideration Fair value at January 1, 2023 $ 331 $ - Initial measurement of Market Cap Contingent Consideration - 225 Change in fair value (146 ) (118 ) Fair value at June 30, 2023 $ 185 $ 107

CONTRACT WITH CUSTOMER

CONTRACT WITH CUSTOMER	6 Months Ended
	Jun. 30, 2023
CONTRACT WITH CUSTOMER [Abstract]
CONTRACT WITH CUSTOMER	5) CONTRACT WITH CUSTOMER On February 21, 2023, the Company and Lineage Cell Therapeutics, Inc. (“Lineage”) entered into an exclusive option and license agreement (the “Lineage Agreement”), pursuant to which, prior to August 22, 2023, Lineage may request that the Company develop for, and deliver to, Lineage certain induced pluripotent stem cell lines, which Lineage would use to evaluate the possible development of cell transplant therapies for treatment of diseases of the central nervous system in humans, excluding certain indications. The Lineage Agreement also provides Lineage with the option (the “Option Right”) to obtain an exclusive sublicense to certain related technology for preclinical, clinical and commercial purposes, which would permit Lineage to sublicense such intellectual property, subject to payment of certain sublicense royalty fees. Lineage has six months from our delivery to Lineage of such induced pluripotent stem cell lines to exercise such option. Upon entry into the Lineage Agreement, Lineage paid the Company a The Company recognizes revenue under ASC 606, Revenue from Contracts with Customers 1. Identify the contract with a customer; 2. Identify the performance obligations in the contracts; 3. Determine the transaction price; 4. Allocate the transaction price to the performance obligations; and 5. Recognize revenue when (or as) the performance obligations are satisfied. The Company has determined that as of contract inception, the Option Right contains a material right because by entering into the agreement, the Option Right allows the customer to obtain a license that no other customer can receive. As a result, the Option Right is a separate performance obligation under the agreement. The cell line customization activities that the Company may perform and the granting of the license that the Company may provide to the customer are not considered performance obligations as of contract inception, as these are goods and services that the customer may request in the future and will be accounted for as separate contracts when the customer exercises the Option Right or provides its request to the Company to perform the cell line customization activities. As a result, the Option Right performance obligation is the only performance obligation as of contract inceptions, and 100% of the Option Fee is allocated to the Option Right. As provided for in the Exclusive Factor License Agreement discussed in Note 9, the Company was obligated to pay Factor Limited 20% of the Option Fee when the Company received payment from the customer in February 2023. Accordingly, the Company recognized a license cost of $50,000 during the six months ended June 30, 2023. There were no license costs for the three months ended June 30, 2023.

LEASES

LEASES	6 Months Ended
	Jun. 30, 2023
LEASES [Abstract]
LEASES	6) LEASES T he Company currently has operating leases for office and laboratory space New York, New York, Cambridge, Massachusetts and Somerville, Massachusetts, which expire in 2026, 2028, and 2033, respectively. During the second quarter of 2022, the Company determined to consolidate its research and development efforts in Cambridge, Massachusetts and sublease its San Diego lab and office space. As a result, the Company recognized an impairment charge of approximately $0.8 million on the San Diego Lease ROU asset for the three and six months ended June 30, 2022. In November 2022, the Company entered into a lease termination agreement, effective January 31, 2023, and, as of June 30, 2023, there was no lease liability or ROU asset balances remaining for the San Diego lease. In October 2022, the Company entered into the Sublease with E.R. Squibb & Sons, L.L.C., a subsidiary of Bristol-Myers Squibb Company (“Sublessor”), for office, laboratory and research and development space (the “Premises”). The Premises consist of approximately 45,500 square feet on the ninth floor of a building currently under construction located in Somerville, Massachusetts. The lease expires in November 2033 and is subject to a five-year extension. Payments of the Sublease rent commence on the date that is the earlier of (i) the date that the Company commences business operations from the Premises and (ii) the one-year anniversary of the date that Sublessor obtained the primary landlord’s consent for the Sublease, which was November 29, 2022. The Company will pay base rent of approximately $0.5 million per month during the first year of the term, which will increase 3% per year thereafter. The Company will also make monthly payments for parking, which is based on market rates that can change from time-to-time, as well as pay its share of traditional lease expenses, including certain taxes, operating expenses and utilities. Pursuant to the Sublease, the Company paid the Sublessor a security deposit in the form of a letter of credit in the amount of approximately $4.1 million. Provided there are no events of default by the Company under the Sublease, the letter of credit will be reduced on an incremental basis throughout the Term. The Sublessor has agreed to provide the Company with a tenant improvement allowance (“TIA”) of $190 per rentable square foot, or $8.6 million. Tenant improvements to the Premises in excess of this amount, if any, will be at the Company’s own cost. It is anticipated that the construction will be substantially complete by the end of 2023. The Company obtained access and control of the Premises on June 21, 2023, and as such, the Company determined that the commencement date for accounting purposes was June 21, 2023. The Company also performed an analysis on the accounting ownership of the tenant improvement assets and determined that such assets were Sublessor/Lessor owned. As a result, TIA payments made by the Sublessor to the Company for the tenant improvement assets are considered a reimbursement rather than a lease incentive and not included as part of the consideration of the contract. Amounts paid by the Company for Sublessor/Lessor owned assets that are in excess of the TIA are considered non-cash lease payments and are added to the consideration in the contract. The Company measured the lease liability and corresponding ROU asset for the Somerville Sublease as of June 21, 2023, which includes lease payments the Company must make over the ten-year lease term. The Company did not include the option to extend the lease for an additional five years in the initial measurement because the Company was not reasonably certain as of June 21, 2023 that it would exercise its right to extend the lease term. As a result, the Company recorded a lease liability of $34.2 million, which includes $0.6 million for the incremental amount above the TIA that the Company expects to pay for Sublessor/Lessor owned assets, and a corresponding ROU asset of $34.4 million as of June 30, 2023. As of June 30, 2023, the Company has recorded approximately $0.3 million as an other receivable for amounts submitted for reimbursement under the TIA for Sublessor/Lessor owned assets and approximately $0.7 million recorded in other current assets for amounts paid by the Company but not yet submitted for reimbursement of Sublessor/Lessor owned assets. For the six months ended June 30, 2023 and 2022, the net operating lease expenses were as follows (in thousands): Three months ended June 30, Six months ended June 30, 2023 2022 2023 2022 Operating lease expense $ 67 $ 146 $ 135 $ 333 Sublease income (21 ) (21 ) (42 ) (42 ) Variable lease expense 7 51 12 53 Total lease expense $ 53 $ 176 $ 105 $ 344 The above table does not include lease expense related to the Somerville Sublease from the June 21, 2023 commencement date through June 30 2023 because such amount was immaterial. The Company will begin recognizing lease expense for the Somerville Sublease on July 1, 2023. The tables below show the beginning balances of the operating ROU assets and lease liabilities as of January 1, 2023 and the ending balances as of June 30, 2023, including the changes during the period (in thousands). Operating Lease ROU Assets Operating lease ROU assets at January 1, 2023 $ 1,030 Recognition of ROU asset for Somerville Sublease 34,410 Amortization of operating lease ROU assets (83 ) Operating lease ROU assets at June 30, 2023 $ 35,357 Operating Lease Liabilities Operating lease liabilities at January 1, 2023 $ 1,182 Recognition of lease liability for Somerville Sublease 34,169 Principal payments on operating lease liabilties (215 ) Operating lease liabilities at June 30, 2023 35,136 Less non-current portion 34,963 Current portion at June 30, 2023 $ 173 As of June 30, 2023, the Company’s operating leases had a weighted-average remaining life of 10.3 years with a weighted-average discount rate of 12.6%. The maturities of the operating lease liabilities are as follows (in thousands): As of June 30, 2023 2023 $ 1,064 2024 5,931 2025 6,065 2026 6,227 2027 6,298 Thereafter 40,224 Total payments 65,809 Less imputed interest (30,673 ) Total operating lease liabilities $ 35,136

GOODWILL

GOODWILL	6 Months Ended
	Jun. 30, 2023
GOODWILL [Abstract]
GOODWILL	7) GOODWILL In 2018, the Company acquired IRX Therapeutics (“IRX”), which was accounted for as a business combination. The Company recorded goodwill in the amount of $2.0 million related to the IRX acquisition . Goodwill is not amortized but is tested for impairment annually, or more frequently if the Company becomes aware of any events occurring or changes in circumstances that indicate that the fair value of the entity is less than its carrying value. Because management evaluates the Company as a single reporting unit, goodwill is tested for impairment at the entity level by first performing a qualitative assessment to determine whether it is more likely than not that the fair value of the entity is less than its carrying value. Such qualitative factors include macroeconomic conditions, industry and market considerations, cost factors, overall financial performance and other relevant events. If the entity does not pass the qualitative assessment, then the entity’s carrying value is compared to its fair value. Goodwill is considered impaired if the carrying value of the entity exceeds its fair value As of June 30, 2023, the Company performed a qualitative assessment to determine whether it was more likely than not that the fair value of the entity is less than its carrying value of goodwill. Such qualitative factors included macroeconomic conditions, industry and market considerations, cost factors, overall financial performance and other relevant events. As a result of the decline in the Company’s stock price from $3.40 per share as of March 31, 2023 to $2.26 per share as of June 30, 2023, the Company determined that there were indications of impairment. Accordingly, the Company proceeded to the first step in the quantitative assessment of impairment and determined that the fair value of the reporting unit exceeded the carrying amount of goodwill, and therefore, the goodwill was not impaired as of June 30, 2023.

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS	6 Months Ended
	Jun. 30, 2023
RELATED PARTY TRANSACTIONS [Abstract]
RELATED PARTY TRANSACTIONS	8) RELATED PARTY TRANSACTIONS Agreements with Factor Bioscience Inc. and Affiliates As of June 30, 2023, the agreements below were in place related to Factor Bioscience Inc. (including its affiliates, “Factor Bioscience”) and Dr. Matthew Angel. These agreements have been deemed related party transactions, as the Company’s Chief Executive Officer, Dr. Matthew Angel, is also the Chairman and Chief Executive Officer of Factor Bioscience and a Director of Factor Limited. In September 2022, the Company entered into a Master Services Agreement (the “MSA”) with Factor Bioscience, pursuant to which Factor Bioscience has agreed to provide services to the Company as agreed between the Company and Factor Bioscience and as set forth in one or more work orders under the MSA, including the first work order included in the MSA (“WO1”). Under WO1, Factor Bioscience has agreed to provide the Company with mRNA cell engineering research support services, including access to certain facilities, equipment, materials and training, and the Company has agreed to pay Factor Bioscience an initial fee of $5.0 million, payable in twelve equal monthly installments of approximately $0.4 million. Of the $5.0 million, the Company allocated $3.5 million to the License Fee Obligation (as defined below). Following the initial 12-month period, the Company has agreed to pay Factor Bioscience a monthly fee of $0.4 million until such time as WO1 is terminated. The Company paid a deposit of $0.4 million, which will be applied to the last month of the first work order. The Company may terminate WO1 under the MSA on or after the second anniversary of the date of the MSA, subject to providing Factor Bioscience with 120 days’ prior notice. Factor Bioscience may terminate such work order only on and after the fourth anniversary of the date of the MSA, su bject to providing the Company with 120 days’ prior notice. The MSA contains customary confidentiality provisions and representations and warranties of the parties, and the MSA may be terminated by either party upon 30 days’ prior notice, subject to any superseding termination provisions contained in a particular work order. In connection with entering into the MSA, Factor Bioscience’s subsidiary Because the License Fee Obligation was conditionally waived until such amount has been paid under the MSA, the Company recorded a liability of $3.5 million. As of June 30, 2023, there was approximately $2.1 million of the unamortized License Fee Obligation remaining, which is recorded on the accompanying condensed consolidated balance sheet in the “due to related party” line items. On February 20, 2023, the Company and Factor Limited entered into an exclusive license agreement (the “Exclusive Factor License Agreement”), which terminated and superseded the Original Factor License Agreement. Subject to certain exclusive licenses or other rights granted by Factor Limited to other third parties as of the effective date of the Exclusive Factor License Agreement, Factor granted the Company the exclusive, sublicensable license under certain patents owned by Factor Limited (the “Factor Patents”). The term of the Exclusive Factor License Agreement expires on November 22, 2027, but will be automatically extended for an additional two and a half years On July 12, 2023, The Company and Factor Limited entered into the First Amendment to the Exclusive Factor License Agreement (the “Exclusive License Agreement Amendment”), which amended the Exclusive Factor License Agreement to two and a half years In September 2022, Novellus and Eterna entered into a Second Amendment to the Limited Waiver and Assignment Agreement (the “Waiver and Assignment Agreement”) with Drs. Matthew Angel and Christopher Rohde (the “Founders”) whereby the Company has agreed to be responsible for all future, reasonable and substantiated legal fees, costs, settlements and judgments incurred by the Founders, the Company or Novellus for certain claims and actions and any pending or future litigation brought against the Founders, Novellus and/or the Company by or on behalf of the Westman and Sowyrda legal matters described in Note 9 (the “Covered Claims”). The Founders will continue to be solely responsible for any payments made to satisfy a judgement or settlement of any pending or future wage act claims. Under the Waiver and Assignment Agreement, the Founders agreed that they are not entitled to, and waived any right to, indemnification or advancement of past, present or future legal fees, costs, judgments, settlement or other liabilities they may have been entitled to receive from the Company or Novellus in respect of the Covered Claims. The Company and the Founders will share in any recoveries up to the point at which the parties have been fully compensated for legal fees, costs and expenses incurred, with the Company retaining any excess recoveries. The Company has the sole authority to direct and control the prosecution, defense and settlement of the Covered Claims. Exacis Asset Acquisition O n April 26, 2023, the Company entered into the Exacis Purchase Agreement to acquire the Exacis Assets, including all of Exacis’ right, title and interest in the Purchased License. The Company assumed none of Exacis’ liabilities, other than liabilities under the Purchased License that accrue subsequent to the closing date. See Note T he Exacis Acquisition has been deemed a related party transaction because Dr. Gregory Fiore, who was the Chief Executive Officer of Exacis, is a Director of the Company. Additionally, Dr. Angel was Chairman of Exacis’ scientific advisory board, he is the co-founder, President, CEO, and a director of Factor Bioscience Inc., which is the parent of Factor Limited and a wholly owned subsidiary of Factor Bioscience LLC, the latter of which is the majority stockholder of Exacis Consulting Agreement with Dr. Fiore In May 2023, the Company entered into a consulting agreement with Dr. Fiore, a Director of the Company, whereby Dr. Fiore would provide business development consulting services to the Company for a monthly retainer of $20,000. The consulting agreement was terminable for any reason by either party upon Convertible Note Financing On July 13, 2023, the Company consummated the Private Placement of the Notes. Brant Binder and Richard Wagner, who are current directors of the Company, and Charles Cherington and Nicholas Singer, who are former directors of the Company, participated in the Private Placement under the same terms and subject to the same conditions as all the other Purchasers. See Note 16.

ACCRUED EXPENSES

ACCRUED EXPENSES	6 Months Ended
	Jun. 30, 2023
ACCRUED EXPENSES [Abstract]
ACCRUED EXPENSES	9) ACCRUED EXPENSES Accrued expenses at June 30, 2023 and December 31, 2022 consisted of the following (in thousands): June 30, December 31, 2022 Legal fees and settlements $ 349 $ 1,138 Clinical 310 570 Professional fees 431 333 Accrued compensation 324 1,065 Other 695 520 Total accrued expenses $ 2,109 $ 3,626

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES	6 Months Ended
	Jun. 30, 2023
COMMITMENTS AND CONTINGENCIES [Abstract]
COMMITMENTS AND CONTINGENCIES	10) COMMITMENTS AND CONTINGENCIES Litigation The Company is involved in litigation and arbitrations from time to time in the ordinary course of business. Legal fees and other costs associated with such actions are expensed as incurred. In addition, the Company assesses the need to record a liability for litigation and contingencies. The Company reserves for costs relating to these matters when a loss is probable, and the amount can be reasonably estimated. Novellus, Inc . v. Sowyrda et al ., C.A. No. 2184CV02436-BLS2 On October 25, 2021 Novellus, Inc. filed a complaint in the Superior Court of Massachusetts, Suffolk County, against former Novellus, Inc. employees Paul Sowyrda and John Westman and certain other former investors in Novellus LLC (Novellus, Inc.’s former parent company prior to our acquisition of Novellus, Inc.), alleging breach of fiduciary duty, breach of contract and civil conspiracy. Eterna acquired Novellus, Inc. on July 16, 2021. On May 27, 2022 Novellus, Inc. amended the complaint to withdraw all claims against all defendants except Paul Sowyrda and John Westman. On July 1, 2022, Westman filed a motion to compel arbitration or in the alternative, to stay the litigation pending the disposition of certain litigation in the Court of Chancery for the State of Delaware filed by Mr. Sowyrda against Novellus LLC, Dr. Christopher Rohde, Dr. Matthew Angel, Leonard Mazur and Factor Bioscience, Inc. captioned Zelickson et al., v. Angel et al., C.A. 2021-1014-JRS and by Westman against Novellus LLC captioned Westman v. Novellus LLC, C.A. No. 2021-0882-NAC (the “Delaware Actions”). On July 1, 2022, Sowyrda answered the complaint and asserted counterclaims against Novellus, Inc, and third-party defendants Dr. Matthew Angel and Dr. Christopher Rohde alleging violations of the Massachusetts Wage Act, Massachusetts Minimum Fair Wage Law, the Fair Labor Standards Act, breach of contract, unjust enrichment and quantum meruit. Sowyrda also joined in Westman’s motion to stay the case pending the Delaware Actions. Novellus, Inc.’s claims and Mr. Sowyrda’s counterclaims relate to alleged conduct that took place before Eterna acquired Novellus, Inc. O n November 15, 2022, prior to a decision on Westman’s and Sowyrda’s motion to compel or stay, the Parties agreed to voluntarily dismiss and consolidate the Delaware Actions with this action. On December 15, 2022, Sowyrda filed an Amended Answer to the Amended Complaint, asserted affirmative defenses and filed Amended Counterclaims against Dr. Angel, Dr. Rohde, Novellus LLC, Novellus Inc., Factor Bioscience Inc., and Eterna Therapeutics Inc. (“Counterclaim Defendants”) alleging against various Counterclaim Defendants breach of contract, breaches of the implied duty of good faith and fair dealing, breaches of fiduciary duty, breaches of the operating agreement, aiding and abetting breaches of fiduciary duty, tortious interference with contract, equitable accounting, violations of the Massachusetts Wage Act, Massachusetts Minimum Fair Wage Law, the Fair Labor Standards Act, unjust enrichment, and quantum meruit. Also on December 15, 2022, Westman filed an answer to the Amended Complaint and asserted similar counterclaims against the same Counterclaim Defendants. Westman and Sowyrda each asserted claims for indemnification and/or advancement against Novellus, Inc. On January 11, 2023, Westman and Sowyrda served a joint motion to enforce their advancement and/or indemnification rights against Novellus Inc. Novellus Inc. vigorously opposes this motion and served its opposition on January 27, 2023. On February 8, 2023, Westman and Sowyrda served a reply in support of their motion to enforce indemnification/advancement rights, and submitted the motion to the Court. Novellus Inc. answered Westman and Sowyrda’s counterclaims on January 27, 2023, denying liability. The remaining Counterclaim Defendants served a motion to dismiss most of the remaining counterclaims on January 27, 2023. The Court entered an order granting the Counterclaim Defendants’ motion to dismiss and denying Sowyrda and Westman’s motion to enforce on June 15, 2023. The Court’s order dismissed all of Westman’s claims against Counterclaim Defendants except his claim for indemnification, and all of Sowyrda’s claims except his claim for indemnification and his employment-related claims, which Counterclaim Defendants did not move to dismiss. On July 6, 2023, Westman and Sowyrda filed a petition for interlocutory review with a single justice of the Massachusetts Appeals Court, seeking to overturn the judge’s decision granting the Counterclaim Defendants’ motion to dismiss most of the remaining counterclaims, but not the decision denying Westman and Sowyrda’s motion to enforce advancement rights. On July 25, 2023, the parties to the appeal filed a joint motion to the single justice in the appellate court to stay the appeal, indicating that Counterclaim Plaintiffs intended to file amended counterclaims with the consent of Counterclaim Defendants who may then move to dismiss the amended counterclaims. Pursuant to the motion, which was allowed on July 27, 2023, the appeal is stayed pending resolution of Counterclaim Defendants’ motion to dismiss the amended counterclaims or the expiration of the time for Counterclaim Defendants to move to dismiss the amended counterclaims . Under applicable Delaware law and Novellus Inc.’s organizational documents, the Company may be required to advance or reimburse certain legal expenses incurred by former officers and directors of Novellus, Inc. in connection with the foregoing Westman and Sowyrda matters. However, a future advance or reimbursement is not currently probable nor can it be reasonably estimated. eTheRNA Immunotherapies NV and eTheRNA Inc. v. Eterna Therapeutics Inc. C.A. No. 123CV11732 On July 31, 2023, eTheRNA Immunotherapies NV and eTheRNA Inc. filed a complaint against Eterna Therapeutics Inc. alleging the following claims: (1) federal trademark infringement; (2) federal unfair competition; (3) Massachusetts state common law trademark infringement; (4) Massachusetts state unfair competition. Service of process for the complaint was completed on August 1, 2023. At this stage in the litigation, the Company is not able to predict the probability of a favorable or unfavorable outcome. Licensing Agreements On February 20, 2023, the Company and Factor Limited entered into the Exclusive Factor License Agreement, which terminated and superseded the Original Factor License Agreement. On July 12, 2023, the Company and Factor Limited entered into the Exclusive License Agreement Amendment. See Note 8 for details of these agreements. Retirement Savings Plan The Company established a defined contribution plan, organized under Section 401(k) of the Internal Revenue Code, which allows employees to defer up to 90% of their pay on a pre-tax basis. Beginning on January 1, 2023, the Company began matching employees’ contributions at a rate of 100% of the first 3% of the employee’s contribution and 50% of the next 2% of the employee’s contribution, for a maximum Company match of 4%.

STOCK-BASED COMPENSATION

STOCK-BASED COMPENSATION	6 Months Ended
	Jun. 30, 2023
STOCK-BASED COMPENSATION [Abstract]
STOCK-BASED COMPENSATION	11) STOCK-BASED COMPENSATION Stock Options During the three and six months ended June 30, 2023 and 2022, the Company granted the following stock options (in thousands): Three months ended June 30, Six months ended June 30, 2023 2022 2023 2022 Stock options granted 25 36 237 99 The Company recognizes stock-based compensation expense for stock options granted to employees, directors and certain consultants. The Company estimates the fair value of stock options using the Black-Scholes option pricing model. The fair value of stock options granted is recognized as expense over the requisite service period on a straight-lined basis. The following weighted-average assumptions were used for stock options granted during the three and six months ended June 30, 2023 and 2022: Three months ended June 30, Six months ended June 30, 2023 2022 2023 2022 Weighted average risk-free rate 3.54 % 2.74 % 3.82 % 2.42 % Weighted average volatility 96.09 % 92.74 % 95.15 % 92.85 % Dividend yield 0 % 0 % 0 % 0 % Expected term 6.08 years 4.15 years 5.44 years 4.79 years The per-share weighted average grant-date fair value of stock options granted during the three and six months ended June 30, 2023 and 2022 was as follows: Three months ended June 30, Six months ended June 30, 2023 2022 2023 2022 Weighted average grant date fair value $ 1.64 $ 9.97 $ 2.99 $ 23.68 Vesting of all stock option grants is subject to continuous service with the Company through such vesting dates. As of June 30, 2023, there were approximately 522,000 stock options outstanding. Restricted Stock Units During the six months ended June 30, 2022, the Company granted approximately 55,000 performance-based restricted stock units (“RSUs”), all of which were forfeited during 2022, as the applicable performance goals were not met. The Company did not grant any RSUs during the three months ended June 30, 2022 or during the three and six months ended June 30, 2023. The Company recognizes the fair value of RSUs as expense on a straight-line basis over the requisite service period. For performance-based RSUs, the Company begins recognizing the expense once the achievement of the related performance goal is determined to be probable. Outstanding RSUs are settled in an equal number of shares of common stock on the vesting date of the award. An RSU award is settled only to the extent vested. Vesting generally requires the continued employment or service by the award recipient through the respective vesting date. Because RSUs are settled in an equal number of shares of common stock without any offsetting payment by the recipient, the measurement of cost is based on the quoted market price of the stock at the measurement date, which is the grant date. In lieu of paying cash to satisfy withholding taxes due upon the settlement of vested RSUs, at the Company’s discretion, an employee may elect to have shares of common stock withheld that would otherwise be issued at settlement, the value of which is equal to the amount of withholding taxes payable. During the three and six months ended June 30, 2023, less than 1,000 RSUs vested. During both the three and six months ended June 30, 2022, there were approximately 1,000 RSUs that vested. As of June 30, 2023, there were approximately 1,000 RSUs outstanding. Stock-Based Compensation Expense For the three and six months ended June 30, 2023 and 2022, the Company recognized stock-based compensation expense as follows (in thousands): Three months ended June 30, Six months ended June 30, 2023 2022 2023 2022 Research and development $ 56 $ 470 $ 120 $ 892 General and administrative 158 409 783 1,170 Total $ 214 $ 879 $ 903 $ 2,062

WARRANTS

WARRANTS	6 Months Ended
	Jun. 30, 2023
WARRANTS [Abstract]
WARRANTS	12) WARRANTS On March 6, 2022, the Company entered into a securities purchase agreement with an investor for a private placement of equity (the “March PIPE”), pursuant to which, the Company issued 275,000 shares of common stock, pre-funded warrants to purchase Each Pre-Funded Warrant had an exercise price of $0.10 per share of common stock, was immediately exercisable, could be exercised at any time, had no expiration date and was subject to customary adjustments. Each Common Warrant has an exercise price of $38.20 per share, became exercisable six months following the closing of the transaction, expires five-and-one-half The Common Warrants and Pre-Funded Warrants were accounted for as liabilities under ASC 815-40, as these warrants provide for a cashless settlement provision that does not meet the requirements of the indexation guidance under ASC 815-40. These warrant liabilities are measured at fair value at inception and on a recurring basis, with changes in fair value presented within the statement of operations. (See Note 4 for more information related to changes in fair value.) Upon exercise of the Common Warrants and Pre-Funded Warrants, the fair value on the exercise date is reclassified from warrant liabilities to equity. The fair values of the Common Warrants and the Pre-Funded Warrants at the issuance date totaled $12.6 million in the aggregate, which was $0.6 million more than the Subscription Amount. The excess $0.6 million represents an inducement to the investor to enter into the transaction and was recorded in warrant liabilities expense in the accompanying condensed consolidated statement of operations for the six months ended June 30, 2022. On July 12, 2022, the investor exercised its 68,000 Pre-Funded Warrants at an exercise price of $0.10 per share for an aggregate exercise price of approximately $7,000, in cash. The Company issued 68,000 shares of common stock to the investor on July 14, 2022 upon receipt of the cash proceeds and reclassified approximately $0.7 million of the fair value of the exercised warrants as of the exercise date from warrant liabilities to equity. Subsequent to the exercise, no Pre-Funded Warrants remained outstanding. The Company incurred fees of approximately $1.0 million related to the transaction, which were allocated to the fair value of the Common Warrants and the Pre-Funded Warrants and recorded in other expense, net on the accompanying condensed As of June 30, 2023, the Company has the following warrants outstanding that were issued in connection with private placement discussed above as well as a private placement with other investors from November 2022: Private Placement Warrants Exercise Date Expiration Classification March 2022 PIPE 343 $ 38.20 September 9, 2022 September 9, 2027 Liability November 2022 PIPE 4,370 $ 3.28 June 2, 2023 June 2, 2028 Equity 4,713 As of June 30, 2023, the weighted average remaining contractual life of the warrants outstanding was 4.88 years and the weighted average exercise price was $5.82 . See Note 16 for warrants issued subsequent to June 30, 2023.

EARNINGS PER SHARE

EARNINGS PER SHARE	6 Months Ended
	Jun. 30, 2023
EARNINGS PER SHARE [Abstract]
EARNINGS PER SHARE	13) EARNINGS PER SHARE Basic net loss per share is calculated by dividing net loss by the weighted-average number of common shares outstanding during the period. Diluted net loss per share is calculated by dividing net loss by the weighted-average number of common shares outstanding plus dilutive securities. Shares of common stock issuable upon exercise, conversion or vesting of stock options, RSUs, warrants and other convertible securities, including our outstanding Series A Convertible Preferred Stock, are considered potential common shares and are included in the calculation of diluted net loss per share using the treasury method when their effect is dilutive. Diluted net loss per share is the same as basic net loss per share for periods in which the effect of potentially dilutive shares of common stock is antidilutive. The following table presents the amount of warrants, stock options, convertible preferred stock and RSUs that were excluded from the computation of diluted net loss per common share for the three and six months ended June 30, 2023 and 2022, as their effect was anti-dilutive (in thousands): Three and Six months ended June 30, 2023 2022 Warrants 4,713 343 Stock options 522 188 Preferred stock converted into common stock 7 3 RSUs 1 29 Total potential common shares excluded from computation 5,243 563

STANDBY EQUITY PURCHASE AGREEME

STANDBY EQUITY PURCHASE AGREEMENT	6 Months Ended
	Jun. 30, 2023
STANDBY EQUITY PURCHASE AGREEMENT [Abstract]
STANDBY EQUITY PURCHASE AGREEMENT	14) STANDBY EQUITY PURCHASE AGREEMENT On April 5, 2023, the Company entered into the SEPA with Lincoln Park, pursuant to which Lincoln Park committed to purchase up to $10.0 million of the Company’s common stock, subject to the terms and conditions contained in the appliable agreements. Such sales of common stock by the Company, if any, are subject to certain limitations set forth in the purchase agreement, and may occur from time to time, at the Company’s sole discretion, over a period of up to 24-months, commencing April 25, 2025, which was the date on which each of the conditions to the Lincoln Park’s purchase obligations set forth in the purchase agreement were initially satisfied. In consideration of Lincoln Park’s entry into the purchase agreement, the Company issued to Lincoln Park approximately 74,000 shares of common stock (the “Commitment Shares”). The value of the Commitment Shares was recorded as a period expense and included in other expense, net, in the accompanying condensed consolidated statements of operations for the three and six months ended June 30, 2023. The Company evaluated the contract that includes the right to require Lincoln Park to purchase shares of common stock in the future (“put right”) considering the guidance in ASC 815-40, Derivatives and Hedging — Contracts on an Entity’s Own Equity and concluded that it is an equity-linked contract that does not qualify for equity classification, and therefore requires fair value accounting. The Company has analyzed the terms of the freestanding put right and has concluded that it has an immaterial value as of June 30, 2023. As of June 30, 2023, the Company had issued and sold 214,000 shares of common stock under the SEPA , including the 74,000 commitment shares, In connection with entry into the SEPA, the Company terminated its prior purchase agreements with Lincoln Park entered into during 2021.

RECENT ACCOUNTING PRONOUNCEMENT

RECENT ACCOUNTING PRONOUNCEMENTS	6 Months Ended
	Jun. 30, 2023
RECENT ACCOUNTING PRONOUNCEMENTS [Abstract]
RECENT ACCOUNTING PRONOUNCEMENTS	15) RECENT ACCOUNTING PRONOUNCEMENTS There have been no recent Accounting Standards Updates (“ASUs”) issued by the Financial Accounting Standards Board that would apply to the Company since the ASUs disclosed in

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS	6 Months Ended
	Jun. 30, 2023
SUBSEQUENT EVENTS [Abstract]
SUBSEQUENT EVENTS	16) SUBSEQUENT EVENTS Private Placement of Convertible Notes and Warrants On July 13, 2023, the Company entered into the Purchase Agreement with certain investors for the Private Placement of $8.7 million in aggregate principal amount of Notes and the issuance of the Note Warrants to purchase an aggregate of approximately 6.1 million shares of common stock. The Private Placement closed on July 14, 2023 (the “Closing Date”), and the Company intends to use the net proceeds from the Private Placement for general working capital purposes. The Notes bear interest at 6% per annum, payable quarterly in arrears. At the Company’s election, it may pay interest either in cash or in-kind by increasing the outstanding principal amount of the Notes. The Notes mature on July 14, 2028, unless earlier converted or repurchased. The Company may not redeem the Notes at its option prior to maturity. At the option of the investors, the Notes may be converted from time-to-time in whole or in part into shares of common stock at an initial conversion rate of $2.86 per share, subject to customary adjustments for stock splits, stock dividends and recapitalization. The Notes do not contain any ratchet or other financial antidilution provisions. The Notes purchased by certain of the investors contain conversion limitations, providing that no conversion may be made if the aggregate number of shares of common stock beneficially owned by the holder thereof would exceed 4.99%, 9.99% or 19.99% immediately after conversion thereof, subject to certain increases not in excess of either 9.99% or 19.99% at the option of such holder. The Notes provide for customary events of default which include (subject in certain cases to customary grace and cure periods), among others, the following: nonpayment of principal or interest; breach of covenants or other agreements in the Notes; and certain events of bankruptcy. Generally, if an event of default occurs and is continuing under the Notes, the holder thereof may require the Company to repurchase some or all of their Notes at a repurchase price equal to 100% of the principal amount of the Notes being repurchased, plus accrued and unpaid interest thereon. The Note Warrants are immediately exercisable, have an exercise price of $2.61 per share, expire five years following the Closing Date and are subject to customary adjustments. The Note Warrants purchased by certain of the investors contain a provision pursuant to which such Note Warrants may not be exercised if the aggregate number of shares of common stock beneficially owned by the holder thereof would exceed 4.99%, 9.99% or 19.99% immediately after exercise thereof, subject to certain increases not in excess of either 9.99% or 19.99% at the option of such holder. Amendment to Exclusive License Agreement On July 12, 2023, the Company entered into the Exclusive License Agreement Amendment. See Note 8 for additional information.

DESCRIPTION OF BUSINESS AND B_2

DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION (Policies)	6 Months Ended
	Jun. 30, 2023
DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION [Abstract]
Basis of Presentation	Basis of Presentation The accompanying unaudited interim condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial statements and with the instructions to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, the unaudited financial statements include all the normal recurring adjustments that are necessary for a fair presentation of the financial position, results of operations and cash flows for the periods presented. These condensed consolidated financial statements should be read together with the audited consolidated financial statements and notes thereto contained in Eterna’s Annual Report on Form 10-K for the year ended December 31, 2022 filed with the Securities and Exchange Commission (the “SEC”) on March 20, 2023 (the “2022 10-K”). The accompanying condensed consolidated balance sheet as of December 31, 2022 has been derived from the audited financial statements contained in the 2022 10-K but does not include all of the information and footnotes required by GAAP for complete financial statements. The results of operations for the three and six months ended June 30, 2023 are not necessarily indicative of the results to be anticipated for the entire year ending December 31, 2023, or any other period.

RECENT ACCOUNTING PRONOUNCEME_2

RECENT ACCOUNTING PRONOUNCEMENTS (Policies)	6 Months Ended
	Jun. 30, 2023
RECENT ACCOUNTING PRONOUNCEMENTS [Abstract]
Recent Accounting Pronouncements	There have been no recent Accounting Standards Updates (“ASUs”) issued by the Financial Accounting Standards Board that would apply to the Company since the ASUs disclosed in

ASSET ACQUISITION (Tables)

ASSET ACQUISITION (Tables)	6 Months Ended
	Jun. 30, 2023
ASSET ACQUISITION [Abstract]
Fair Value Measurement of Assets Acquired	The table below shows the total fair value of the consideration paid for the Exacis Assets (in thousands). See Note 4 for more information on the fair value measurement of the assets acquired. Fair Value of Consideration Shares issued $ 208 Contingent consideration 225 Direct costs 27 Total fair value $ 460

FAIR VALUE OF FINANCIAL INSTR_2

FAIR VALUE OF FINANCIAL INSTRUMENTS (Tables)	6 Months Ended
	Jun. 30, 2023
FAIR VALUE OF FINANCIAL INSTRUMENTS [Abstract]
Liabilities Measured at Fair Value	The following tables summarize the liabilities that are measured at fair value as of June 30, 2023 and December 31, 2022 (in thousands) Description Level June 30, 2023 December 31, 2022 Liabilities: Warrant liabilities - Common Warrants 3 $ 185 $ 331 Market Cap Contingent Consideration 3 $ 107 $ -
Fair Valuation of Assumptions	The following assumptions were used in the fair valuation calculation as of the acquisition date and June 30, 2023: Acquisition Date June 30, 2023 Stock price $ 3.00 $ 2.26 Risk-free rate 3.58 % 4.46 % Volatility 100 % 90 % Dividend yield 0 % 0 % Expected term 3.0 years 2.82 years
Changes in Warrant Liabilities	The following table presents the changes in the warrant liabilities from January 1, 2023 through June 30, 2023, as well as the initial measurement of the Market Cap Contingent Consideration as of the acquisition date of the Exacis Assets and the changes in such contingent consideration as of June 30, 2023 (in thousands): Liabilities Contingent Consideration Fair value at January 1, 2023 $ 331 $ - Initial measurement of Market Cap Contingent Consideration - 225 Change in fair value (146 ) (118 ) Fair value at June 30, 2023 $ 185 $ 107

LEASES (Tables)

LEASES (Tables)	6 Months Ended
	Jun. 30, 2023
LEASES [Abstract]
Net Operating Lease Expense	For the six months ended June 30, 2023 and 2022, the net operating lease expenses were as follows (in thousands): Three months ended June 30, Six months ended June 30, 2023 2022 2023 2022 Operating lease expense $ 67 $ 146 $ 135 $ 333 Sublease income (21 ) (21 ) (42 ) (42 ) Variable lease expense 7 51 12 53 Total lease expense $ 53 $ 176 $ 105 $ 344
Operating Lease Right-of-use Assets and Liabilities	The tables below show the beginning balances of the operating ROU assets and lease liabilities as of January 1, 2023 and the ending balances as of June 30, 2023, including the changes during the period (in thousands). Operating Lease ROU Assets Operating lease ROU assets at January 1, 2023 $ 1,030 Recognition of ROU asset for Somerville Sublease 34,410 Amortization of operating lease ROU assets (83 ) Operating lease ROU assets at June 30, 2023 $ 35,357 Operating Lease Liabilities Operating lease liabilities at January 1, 2023 $ 1,182 Recognition of lease liability for Somerville Sublease 34,169 Principal payments on operating lease liabilties (215 ) Operating lease liabilities at June 30, 2023 35,136 Less non-current portion 34,963 Current portion at June 30, 2023 $ 173
Maturities of Operating Lease Liabilities	The maturities of the operating lease liabilities are as follows (in thousands): As of June 30, 2023 2023 $ 1,064 2024 5,931 2025 6,065 2026 6,227 2027 6,298 Thereafter 40,224 Total payments 65,809 Less imputed interest (30,673 ) Total operating lease liabilities $ 35,136

ACCRUED EXPENSES (Tables)

ACCRUED EXPENSES (Tables)	6 Months Ended
	Jun. 30, 2023
ACCRUED EXPENSES [Abstract]
Accrued Expenses	Accrued expenses at June 30, 2023 and December 31, 2022 consisted of the following (in thousands): June 30, December 31, 2022 Legal fees and settlements $ 349 $ 1,138 Clinical 310 570 Professional fees 431 333 Accrued compensation 324 1,065 Other 695 520 Total accrued expenses $ 2,109 $ 3,626

STOCK-BASED COMPENSATION (Table

STOCK-BASED COMPENSATION (Tables)	6 Months Ended
	Jun. 30, 2023
STOCK-BASED COMPENSATION [Abstract]
Stock Option Granted	During the three and six months ended June 30, 2023 and 2022, the Company granted the following stock options (in thousands): Three months ended June 30, Six months ended June 30, 2023 2022 2023 2022 Stock options granted 25 36 237 99
Weighted-Average Assumptions Used for Stock Options Granted	The following weighted-average assumptions were used for stock options granted during the three and six months ended June 30, 2023 and 2022: Three months ended June 30, Six months ended June 30, 2023 2022 2023 2022 Weighted average risk-free rate 3.54 % 2.74 % 3.82 % 2.42 % Weighted average volatility 96.09 % 92.74 % 95.15 % 92.85 % Dividend yield 0 % 0 % 0 % 0 % Expected term 6.08 years 4.15 years 5.44 years 4.79 years The per-share weighted average grant-date fair value of stock options granted during the three and six months ended June 30, 2023 and 2022 was as follows: Three months ended June 30, Six months ended June 30, 2023 2022 2023 2022 Weighted average grant date fair value $ 1.64 $ 9.97 $ 2.99 $ 23.68
Stock-Based Compensation Expense	For the three and six months ended June 30, 2023 and 2022, the Company recognized stock-based compensation expense as follows (in thousands): Three months ended June 30, Six months ended June 30, 2023 2022 2023 2022 Research and development $ 56 $ 470 $ 120 $ 892 General and administrative 158 409 783 1,170 Total $ 214 $ 879 $ 903 $ 2,062

WARRANTS (Tables)

WARRANTS (Tables)	6 Months Ended
	Jun. 30, 2023
WARRANTS [Abstract]
Warrants Outstanding	As of June 30, 2023, the Company has the following warrants outstanding that were issued in connection with private placement discussed above as well as a private placement with other investors from November 2022: Private Placement Warrants Exercise Date Expiration Classification March 2022 PIPE 343 $ 38.20 September 9, 2022 September 9, 2027 Liability November 2022 PIPE 4,370 $ 3.28 June 2, 2023 June 2, 2028 Equity 4,713

EARNINGS PER SHARE (Tables)

EARNINGS PER SHARE (Tables)	6 Months Ended
	Jun. 30, 2023
EARNINGS PER SHARE [Abstract]
Computation of Diluted Net Loss per Common Share	The following table presents the amount of warrants, stock options, convertible preferred stock and RSUs that were excluded from the computation of diluted net loss per common share for the three and six months ended June 30, 2023 and 2022, as their effect was anti-dilutive (in thousands): Three and Six months ended June 30, 2023 2022 Warrants 4,713 343 Stock options 522 188 Preferred stock converted into common stock 7 3 RSUs 1 29 Total potential common shares excluded from computation 5,243 563

DESCRIPTION OF BUSINESS AND B_3

DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION (Details)	3 Months Ended
	Jun. 30, 2023 Patents
Description of Business [Abstract]
Number of patents	100

LIQUIDITY AND CAPITAL RESOURC_2

LIQUIDITY AND CAPITAL RESOURCES (Details) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023 USD ($) shares	Jun. 30, 2022 USD ($)	Jun. 30, 2023 USD ($) shares	Jun. 30, 2022 USD ($)	Jul. 13, 2023 USD ($) shares	Apr. 05, 2023 USD ($)	Dec. 31, 2022 USD ($)	Oct. 31, 2022 USD ($) ft²
Liquidity and Capital Resources [Abstract]
Cash	$ 1,837		$ 1,837				$ 11,446
Accumulated deficit	(175,229)		(175,229)				$ (165,297)
Net loss	$ (4,508)	$ (3,398)	(9,924)	$ (12,773)
Net cash used in operating activities			$ (9,921)	$ (9,425)
New Facility Lease [Abstract]
Area of premises | ft²								45,500
Letter of credit								$ 4,100
Restricted cash								$ 4,100
Lincoln Park [Member]
New Facility Lease [Abstract]
Common stock shares issued and sold (in shares) | shares	214,000		214,000
Gross proceeds from sale of equity	$ 300		$ 300
Lincoln Park [Member] | Maximum [Member]
New Facility Lease [Abstract]
Aggregate gross purchase price						$ 10,000
Subsequent Event [Member] | Purchase Agreements [Member]
Private Placement Offerings [Abstract]
Aggregate principal convertible promissory notes					$ 8,700
Warrants to purchase common shares (in shares) | shares					6,100,000
Annual interest rate on convertible notes payable					6%

ASSET ACQUISITION, Summary of A

ASSET ACQUISITION, Summary of Asset Acquisition (Details) - Exacis Asset Purchase [Member] $ / shares in Units, $ in Thousands	Apr. 26, 2023 USD ($) $ / shares shares
Exacis Asset Purchase [Abstract]
Asset acquisition of common stock (in shares) | shares	69,000
Lock-up period	12 months
Estimated equity value of stock issued in asset acquisition	$ 75,000
Share price (in dollars per share) | $ / shares	$ 3
Percentage of cash consideration	20%
Cash or other consideration	$ (208)
Maximum [Member]
Exacis Asset Purchase [Abstract]
Cash or other consideration	$ 45,000
Contingent Consideration One [Member]
Exacis Asset Purchase [Abstract]
Common stock purchase agreement commencement period	3 years
Minimum market capitalization requirement, amount	$ 100,000
Number of consecutive trading days	10 days
Numerator value for stock issuance	$ 2,000
Contingent Consideration Two [Member]
Exacis Asset Purchase [Abstract]
Common stock purchase agreement commencement period	3 years
Minimum market capitalization requirement, amount	$ 200,000
Number of consecutive trading days	10 days
Numerator value for stock issuance	$ 2,000
Contingent Consideration Three [Member]
Exacis Asset Purchase [Abstract]
Common stock purchase agreement commencement period	5 years

ASSET ACQUISITION, Fair Value M

ASSET ACQUISITION, Fair Value Measurement of Assets Acquired (Details) - USD ($) $ in Thousands		3 Months Ended		6 Months Ended
	Apr. 26, 2023	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Fair Value Consideration of Assets Acquired [Abstract]
Total fair value		$ 460	$ 0	$ 460	$ 0
Allocated percentage of fair value of consideration to purchased license	100%
Exacis Asset Purchase [Member]
Fair Value Consideration of Assets Acquired [Abstract]
Shares issued	$ 208
Contingent consideration	225
Direct costs	27
Total fair value	$ 460

FAIR VALUE OF FINANCIAL INSTR_3

FAIR VALUE OF FINANCIAL INSTRUMENTS, Liabilities Measured at Fair Value (Details) - Level 3 [Member] - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
Market Cap Contingent Consideration [Member]
Liabilities [Abstract]
Liabilities, fair value disclosure	$ 107	$ 0
Common Warrants [Member] | Warrant Liabilities [Member]
Liabilities [Abstract]
Liabilities, fair value disclosure	$ 185	$ 331

FAIR VALUE OF FINANCIAL INSTR_4

FAIR VALUE OF FINANCIAL INSTRUMENTS, Fair Valuation of Assumptions (Details) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023 USD ($)	Jun. 30, 2022 USD ($)	Jun. 30, 2023 USD ($)	Jun. 30, 2022 USD ($)	Apr. 26, 2023 USD ($)
Liabilities, Fair Value Disclosure [Abstract]
Change in fair value of contingent consideration	$ (118)	$ 0	$ (118)	$ 0
Exacis Asset Purchase [Member]
Liabilities, Fair Value Disclosure [Abstract]
Market capitalization of monetary amount					$ 2,000
Fair value of the market cap contingent consideration					$ 200
Change in fair value of contingent consideration			100
Remeasurement of contingent consideration			$ 100
Stock Price [Member]
Valuation Technique and Input, Description [Abstract]
Measurement input	2.26		2.26		3
Risk Free Rate [Member]
Valuation Technique and Input, Description [Abstract]
Measurement input	0.0446		0.0446		0.0358
Volatility [Member]
Valuation Technique and Input, Description [Abstract]
Measurement input	0.90		0.90		1
Dividend Yield [Member]
Valuation Technique and Input, Description [Abstract]
Measurement input	0		0		0
Expected Term [Member]
Valuation Technique and Input, Description [Abstract]
Expected term	2 years 9 months 25 days		2 years 9 months 25 days		3 years

FAIR VALUE OF FINANCIAL INSTR_5

FAIR VALUE OF FINANCIAL INSTRUMENTS, Changes in Warrant Liabilities (Details) $ in Thousands	6 Months Ended
	Jun. 30, 2023 USD ($)
Contingent Consideration [Member]
Changes in Fair Value of Warrant Liabilities [Roll Forward]
Fair value, beginning of period	$ 0
Initial measurement of Market Cap Contingent Consideration	225
Change in fair value	(118)
Fair value, end of period	107
Warrant Liabilities [Member]
Changes in Fair Value of Warrant Liabilities [Roll Forward]
Fair value, beginning of period	331
Initial measurement of Market Cap Contingent Consideration	0
Change in fair value	(146)
Fair value, end of period	$ 185

CONTRACT WITH CUSTOMER (Details

CONTRACT WITH CUSTOMER (Details) - USD ($) $ in Thousands		3 Months Ended		6 Months Ended
	Feb. 21, 2023	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022	Dec. 31, 2022
CONTRACT WITH CUSTOMER [Abstract]
Proceeds from option and license agreement	$ 250
Performance obligation, percentage	100%
Deferred revenue related to option fee		$ 250		$ 250		$ 0
Option fee obligation payment percentage		20%
License costs		$ 0	$ 0	$ 50	$ 0

LEASES, Operating Lease (Detail

LEASES, Operating Lease (Details)	1 Months Ended	3 Months Ended	6 Months Ended
	Oct. 31, 2022 USD ($) ft²	Jun. 30, 2022 USD ($)	Jun. 30, 2023 USD ($)	Jun. 30, 2022 USD ($)	Dec. 31, 2022 USD ($)
Operating Leases [Abstract]
Impairment of right-of-use asset		$ 800,000	$ 0	$ 772,000
Initial measurement of operating lease ROU assets			34,410,000
Initial measurement of operating lease liabilities			34,169,000
Area of premises | ft²	45,500
Letter of credit	$ 4,100,000
Operating lease, liability			35,136,000		$ 1,182,000
Lease liability incremental amount Above Tenant Improvement Allowance			600,000
Operating lease, right-of-use asset			35,357,000		$ 1,030,000
Other Receivable for reimbursement under Tenant Improvement Allowance			300,000
Sublease Tenant Improvement Allowance Paid but not submitted for reimbursement			$ 700,000
E.R. Squibb & Sons, L.L.C. [Member]
Operating Leases [Abstract]
Area of premises | ft²	45,500
Extension term of sublease			5 years
Monthly base rent payable	$ 500,000
Percentage increase in base rent after first year	3%
Letter of credit	$ 4,100,000
Tenant improvement allowance per rentable square foot	190
Tenant improvement allowance	$ 8,600,000
Operating lease, liability			$ 34,200,000
Operating lease, right-of-use asset			34,400,000
San Diego Lease [Member]
Operating Leases [Abstract]
Initial measurement of operating lease ROU assets			0
Initial measurement of operating lease liabilities			$ 0

LEASES, Net Operating Lease Exp

LEASES, Net Operating Lease Expenses (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Net Operating Lease Expense [Abstract]
Operating lease expense	$ 67	$ 146	$ 135	$ 333
Sublease income	(21)	(21)	(42)	(42)
Variable lease expense	7	51	12	53
Total lease expense	$ 53	$ 176	$ 105	$ 344

LEASES, Operating Lease Right-o

LEASES, Operating Lease Right-of-use Assets and Liabilities (Details) - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Dec. 31, 2022
Operating Lease, ROU Assets [Abstract]
Operating lease ROU assets, Beginning	$ 1,030
Recognition of ROU asset for Somerville Sublease	34,410
Amortization of operating lease ROU assets	(83)	$ (186)
Operating lease ROU assets, Ending	35,357
Operating Lease, Liabilities [Abstract]
Operating lease liabilities, Beginning	1,182
Recognition of lease liability for Somerville Sublease	34,169
Principal payments on operating lease liabilities	(215)
Operating lease liabilities, Ending	35,136
Less non-current portion	34,963		$ 887
Current portion	$ 173

LEASES, Maturities of Operating

LEASES, Maturities of Operating Lease Liabilities (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
Weighted Average Remaining Lease Term and Discount Rate [Abstract]
Weighted average remaining lease term	10 years 3 months 18 days
Weighted average discount rate	12.60%
Maturities of Operating Lease Liabilities [Abstract]
2023	$ 1,064
2024	5,931
2025	6,065
2026	6,227
2027	6,298
Thereafter	40,224
Total payments	65,809
Less: Imputed interest	(30,673)
Total operating lease liabilities	$ 35,136	$ 1,182

GOODWILL (Details)

GOODWILL (Details) - USD ($) $ / shares in Units, $ in Thousands	Jun. 30, 2023	Mar. 31, 2023	Dec. 31, 2022
GOODWILL [Abstract]
Goodwill	$ 2,044		$ 2,044
Stock price (in dollars per share)	$ 2.26	$ 3.4

RELATED PARTY TRANSACTIONS (Det

RELATED PARTY TRANSACTIONS (Details)			1 Months Ended		6 Months Ended
	Jul. 12, 2023 USD ($)	Feb. 20, 2023 USD ($)	May 31, 2023 USD ($)	Sep. 30, 2022 USD ($) Installment	Jun. 30, 2023 USD ($)	Sep. 09, 2022 USD ($)
Related Party Transaction [Abstract]
Notice period for first termination of contract					120 days
License agreement automatic renewal term					2 years 6 months
Percentage of sublicense fees paid before license expiration date		20%
Percentage of sublicense fees received during renewal term		30%
Minimum [Member]
Related Party Transaction [Abstract]
Sublicense Fees		$ 100,000,000
Subsequent Event [Member]
Related Party Transaction [Abstract]
Monthly installment fees amount	$ 400,000
Percentage of sublicense fees received during renewal term	20%
Subsequent Event [Member] | Maximum [Member]
Related Party Transaction [Abstract]
License agreement automatic renewal term	5 years
Subsequent Event [Member] | Minimum [Member]
Related Party Transaction [Abstract]
License agreement automatic renewal term	2 years 6 months
Sublicense Fees	$ 6,000,000
Dr. Fiore [Member]
Related Party Transaction [Abstract]
Monthly installment fees amount			$ 20,000
Notice period for first termination of contract					15 days
Factor Bioscience Inc. [Member]
Related Party Transaction [Abstract]
Master services agreement, initial fees payable				$ 5,000,000
Number of monthly installments for fees payable | Installment				12
Monthly installment fees amount				$ 400,000
Monthly master services agreement fees payable initial 12-month				5,000,000
Initial license fees obligation				3,500,000
Deposit paid to be applied to last month of first work order						$ 400,000
Notice period for first termination of contract					120 days
Notice period for superseding termination provisions					30 days
Agreed waive payment				$ 3,500,000
Remaining unamortized license fee obligation					$ 2,100,000

ACCRUED EXPENSES (Details)

ACCRUED EXPENSES (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Mar. 31, 2023	Dec. 31, 2022
ACCRUED EXPENSES [Abstract]
Legal fees and settlements	$ 349	$ 1,138
Clinical	310	570
Professional fees	431	333
Accrued compensation	324	1,065
Other	695	520
Total accrued expenses	$ 2,109	$ 3,626	$ 3,626

COMMITMENTS AND CONTINGENCIES,

COMMITMENTS AND CONTINGENCIES, Retirement Savings Plan (Details)		12 Months Ended
	Jan. 01, 2023	Dec. 31, 2022
Maximum [Member]
Defined Contribution Plan [Abstract]
Employees contribution, deferral percentage of their pay on a pre-tax basis		90%
401K [Member]
Defined Contribution Plan [Abstract]
Employees contribution, deferral percentage of their pay on a pre-tax basis	100%
Employer matching contribution up to first 3%	3%
Employee contribution threshold for matching percentage	50%
Employer matching contribution in excess of first 2%	2%
Deferred compensation matched by employer, next match	4%

STOCK-BASED COMPENSATION, Stock

STOCK-BASED COMPENSATION, Stock Option Activity (Details) - shares shares in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Stock Options [Member]
Stock-based Compensation [Abstract]
Stock options granted (in shares)	25	36	237	99

STOCK-BASED COMPENSATION, Weigh

STOCK-BASED COMPENSATION, Weighted-Average Assumptions Used for Stock Options Granted (Details) - Stock Options [Member]	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Weightage-Average Assumptions Used for Stock Options Granted [Abstract]
Weighted average risk-free rate	3.54%	2.74%	3.82%	2.42%
Weighted average volatility	96.09%	92.74%	95.15%	92.85%
Dividend yield	0%	0%	0%	0%
Expected term	6 years 29 days	4 years 1 month 24 days	5 years 5 months 8 days	4 years 9 months 14 days

STOCK-BASED COMPENSATION, Summa

STOCK-BASED COMPENSATION, Summary of Stock Options (Details) - Stock Options [Member] - $ / shares	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Stock-based Compensation [Abstract]
Weighted average grant date fair value (in dollars per share)	$ 1.64	$ 9.97	$ 2.99	$ 23.68
Number of stock option awards outstanding (in shares)	522,000		522,000

STOCK-BASED COMPENSATION, Restr

STOCK-BASED COMPENSATION, Restricted Stock Units (Details) - shares	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
RSU [Member]
Stock-based Compensation [Abstract]
RSUs vested (in shares)		1,000		1,000
Number of stock units awards outstanding (in shares)	1,000		1,000
RSU [Member] | Maximum [Member]
Stock-based Compensation [Abstract]
RSUs vested (in shares)	1,000		1,000
RSU [Member] | Employees [Member]
Stock-based Compensation [Abstract]
Number of RSUs granted (in shares)	0	0	0
Performance-Based Restricted Stock Units [Member] | Employees [Member]
Stock-based Compensation [Abstract]
Number of RSUs granted (in shares)				55,000

STOCK-BASED COMPENSATION, Sto_2

STOCK-BASED COMPENSATION, Stock-Based Compensation Expense (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Stock-Based Compensation Expense [Abstract]
Stock-based compensation expense	$ 214	$ 879	$ 903	$ 2,062
Research and Development [Member]
Stock-Based Compensation Expense [Abstract]
Stock-based compensation expense	56	470	120	892
General and Administrative [Member]
Stock-Based Compensation Expense [Abstract]
Stock-based compensation expense	$ 158	$ 409	$ 783	$ 1,170

WARRANTS, Private Placement of

WARRANTS, Private Placement of Equity (Details) - USD ($)		6 Months Ended
	Jul. 12, 2022	Jun. 30, 2023	Jun. 30, 2022	Jul. 14, 2022	Mar. 06, 2022
Private Placement of Equity [Abstract]
Warrants outstanding (in shares)		4,713
Common Warrants [Member]
Private Placement of Equity [Abstract]
Warrants exercisable (in shares)				0.7
Pre-funded Warrants [Member]
Private Placement of Equity [Abstract]
Warrants outstanding (in shares)	0
PIPE Investor [Member]
Private Placement of Equity [Abstract]
Aggregate gross purchase price					$ 12,000,000
Warrants fair value			$ 12,600,000
Over-subscription amount received			600,000
Transaction fees			$ 1,000,000
PIPE Investor [Member] | Common Stock [Member]
Private Placement of Equity [Abstract]
Private placement (in shares)					275,000
Warrants exercisable (in shares)				68,000
PIPE Investor [Member] | Common Warrants [Member]
Private Placement of Equity [Abstract]
Private placement (in shares)					343,000
Warrants exercise price (in dollars per share)					$ 38.2
Warrant exercisable term		6 months
Warrant expiration term		5 years 6 months
Percentage of warrants exercisable					4.99%
PIPE Investor [Member] | Pre-funded Warrants [Member]
Private Placement of Equity [Abstract]
Private placement (in shares)					68,000
Warrants exercise price (in dollars per share)	$ 0.1				$ 0.1
Warrants exercised (in shares)	68,000
Aggregate exercise price	$ 7,000
PIPE Investor [Member] | Pre-funded Warrants [Member] | Maximum [Member]
Private Placement of Equity [Abstract]
Percentage of warrants exercisable					9.99%

WARRANTS, Warrants Outstanding

WARRANTS, Warrants Outstanding Issued (Details)	6 Months Ended
	Jun. 30, 2023 $ / shares shares
Warrants Outstanding [Abstract]
Warrants outstanding (in shares) | shares	4,713
March 2022 PIPE [Member]
Warrants Outstanding [Abstract]
Warrants outstanding (in shares) | shares	343
Exercise price (in dollars per share) | $ / shares	$ 38.2
Date exercisable	Sep. 09, 2022
Expiration date	Sep. 09, 2027
November 2022 PIPE [Member]
Warrants Outstanding [Abstract]
Warrants outstanding (in shares) | shares	4,370
Exercise price (in dollars per share) | $ / shares	$ 3.28
Date exercisable	Jun. 02, 2023
Expiration date	Jun. 02, 2028
Warrant [Member]
Warrants Outstanding [Abstract]
Exercise price (in dollars per share) | $ / shares	$ 5.82
Warrants outstanding weighted average contractual life	4 years 10 months 17 days

EARNINGS PER SHARE (Details)

EARNINGS PER SHARE (Details) - shares shares in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Anti-dilutive Securities [Abstract]
Total potential common shares excluded from computation (in shares)	5,243	563	5,243	563
Warrants [Member]
Anti-dilutive Securities [Abstract]
Total potential common shares excluded from computation (in shares)	4,713	343	7	3
Stock Options [Member]
Anti-dilutive Securities [Abstract]
Total potential common shares excluded from computation (in shares)	522	188	4,713	343
Preferred Stock Converted into Common Stock [Member]
Anti-dilutive Securities [Abstract]
Total potential common shares excluded from computation (in shares)	7	3	1	29
RSUs [Member]
Anti-dilutive Securities [Abstract]
Total potential common shares excluded from computation (in shares)	1	29	522	188

STANDBY EQUITY PURCHASE AGREE_2

STANDBY EQUITY PURCHASE AGREEMENT (Details) - USD ($) $ in Thousands		3 Months Ended	6 Months Ended
	Apr. 05, 2023	Jun. 30, 2023	Jun. 30, 2023	Jun. 30, 2022
Standby Securities Purchase Agreement [Abstract]
Proceeds from sale of common stock			$ 0	$ 11,993
Lincoln Park [Member]
Standby Securities Purchase Agreement [Abstract]
Common stock issued and sold (in shares)		214,000	214,000
Gross proceeds		$ 300	$ 300
Standby Equity Purchase Agreement [Member]
Standby Securities Purchase Agreement [Abstract]
Consideration shares of common stock (in shares)			74,000
Common stock issued and sold (in shares)			214,000
Gross proceeds			$ 300
Number of remaining shares to be sold (in shares)			2,860,000
Standby Equity Purchase Agreement [Member] | Lincoln Park [Member]
Standby Securities Purchase Agreement [Abstract]
Consideration shares of common stock (in shares)	74,000
Standby Equity Purchase Agreement [Member] | Lincoln Park [Member] | Maximum [Member]
Standby Securities Purchase Agreement [Abstract]
Proceeds from sale of common stock	$ 10,000
Common stock purchase agreement commencement period			24 months

SUBSEQUENT EVENTS (Details)

SUBSEQUENT EVENTS (Details) - $ / shares shares in Millions	Jul. 13, 2023	Jun. 30, 2023
Warrants [Member]
Private Placement of Convertible Notes and Warrants [Abstract]
Warrants exercise price (in dollars per share)		$ 5.82
Warrants expiration term		4 years 10 months 17 days
Subsequent Event [Member] | Warrants [Member]
Private Placement of Convertible Notes and Warrants [Abstract]
Warrants exercise price (in dollars per share)	$ 2.61
Warrants expiration term	5 years
Subsequent Event [Member] | Warrants [Member] | Condition One [Member] | Minimum [Member]
Private Placement of Convertible Notes and Warrants [Abstract]
Beneficial conversion feature percentage	4.99%
Subsequent Event [Member] | Warrants [Member] | Condition One [Member] | Maximum [Member]
Private Placement of Convertible Notes and Warrants [Abstract]
Beneficial conversion feature percentage	9.99%
Subsequent Event [Member] | Warrants [Member] | Condition Two [Member] | Minimum [Member]
Private Placement of Convertible Notes and Warrants [Abstract]
Beneficial conversion feature percentage	9.99%
Subsequent Event [Member] | Warrants [Member] | Condition Two [Member] | Maximum [Member]
Private Placement of Convertible Notes and Warrants [Abstract]
Beneficial conversion feature percentage	19.99%
Subsequent Event [Member] | Warrants [Member] | Condition Three [Member] | Minimum [Member]
Private Placement of Convertible Notes and Warrants [Abstract]
Beneficial conversion feature percentage	19.99%
Subsequent Event [Member] | Convertible Notes [Member]
Private Placement of Convertible Notes and Warrants [Abstract]
Interest rate	6%
Debt maturity date	Jul. 14, 2028
Initial conversion rate (in dollars per share)	$ 2.86
Repurchase price percentage	100%
Subsequent Event [Member] | Convertible Notes [Member] | Condition One [Member] | Minimum [Member]
Private Placement of Convertible Notes and Warrants [Abstract]
Beneficial conversion feature percentage	4.99%
Subsequent Event [Member] | Convertible Notes [Member] | Condition One [Member] | Maximum [Member]
Private Placement of Convertible Notes and Warrants [Abstract]
Beneficial conversion feature percentage	9.99%
Subsequent Event [Member] | Convertible Notes [Member] | Condition Two [Member] | Minimum [Member]
Private Placement of Convertible Notes and Warrants [Abstract]
Beneficial conversion feature percentage	9.99%
Subsequent Event [Member] | Convertible Notes [Member] | Condition Two [Member] | Maximum [Member]
Private Placement of Convertible Notes and Warrants [Abstract]
Beneficial conversion feature percentage	19.99%
Subsequent Event [Member] | Convertible Notes [Member] | Condition Three [Member] | Minimum [Member]
Private Placement of Convertible Notes and Warrants [Abstract]
Beneficial conversion feature percentage	19.99%
Subsequent Event [Member] | Private Placement [Member] | Warrants [Member]
Private Placement of Convertible Notes and Warrants [Abstract]
Warrants to purchase common shares (in shares)	6.1
Subsequent Event [Member] | Private Placement [Member] | Convertible Notes [Member]
Private Placement of Convertible Notes and Warrants [Abstract]
Warrants to purchase common shares (in shares)	8.7