Common use of SELLING STOCKHOLDERS Clause in Contracts

SELLING STOCKHOLDERS. The shares of common stock being offered by the Selling Stockholders are those shares previously issued to the Selling Stockholders, and those issuable to the Selling Stockholders, upon conversion of the notes and exercise of the warrants. For additional information regarding the issuances of those shares of common stock, notes and warrants, see “Private Placements of Shares of Common Stock, Notes and Warrants” above. We are registering the shares of common stock in order to permit the Selling Stockholders to offer the shares for resale from time to time. Except for the ownership of the shares of common stock, notes and the warrants and as otherwise disclosed in the footnotes to the table that follows immediately below, the Selling Stockholders have not had any material relationship with us within the past three years. The table below lists the Selling Stockholders and other information regarding the beneficial ownership of the shares of common stock by each of the Selling Stockholders. The second column lists the number of shares of common stock beneficially owned by each Selling Stockholder, based on its ownership of the shares of common stock, notes and warrants, as of ________, 2023, assuming conversion of the notes and exercise of the warrants held by the Selling Stockholders on that date, in each case without regard to any limitations on conversion or exercise. The third column lists the shares of common stock being offered by this prospectus by the Selling Stockholders. In accordance with the terms of a registration rights agreements with the Selling Stockholders, this prospectus generally covers the resale of the sum of (i) the number of shares of common stock issued to the Selling Stockholders in the “Private Placements of Shares of Common Stock, Notes and Warrants” described above and (ii) the maximum number of shares of common stock issuable upon conversion of the notes and exercise of the warrants, determined as if the notes and the outstanding warrants were converted into common stock or exercised in full, respectively, as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, each as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the registration right agreement, in each case without regard to any limitations on conversion of the notes or the exercise of the warrants. The fourth column assumes the sale of all of the shares offered by the Selling Stockholders pursuant to this prospectus. Under the terms of the warrants, a Selling Stockholder may not exercise the warrants to the extent such exercise would result in such Selling Stockholder, together with its affiliates and attribution parties, to beneficially own a number of shares of common stock which would exceed 4.99% or 9.99%, as applicable, of our then outstanding common stock following such exercise, excluding for purposes of such determination shares of common stock issuable upon exercise of such warrants which have not been exercised. The number of shares in the second and fourth columns do not reflect this limitation. The Selling Stockholders may sell all, some or none of their shares in this offering. See “Plan of Distribution.” The undersigned beneficial owner of common stock (the “Registrable Securities”) of Eterna Therapeutics Inc., a Delaware corporation (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, Holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.

SELLING STOCKHOLDERS. The shares of common stock Common Stock being offered by the Selling Stockholders selling stockholders are those shares previously issued to the Selling Stockholders, and those issuable to the Selling Stockholders, upon conversion of the notes convertible debentures and upon exercise of the warrants. For additional information regarding the issuances issuance of those shares of common stock, convertible notes and warrants, see “Private Placements Placement of Shares of Common Stock, Notes Convertible Debentures and Warrants” above. We are registering the shares of common stock Common Stock in order to permit the Selling Stockholders selling stockholders to offer the shares for resale from time to time. Except as otherwise notes and except for the ownership of the shares of common stock, notes convertible Debentures and the warrants and as otherwise disclosed in the footnotes issued pursuant to the table that follows immediately belowSecurities Purchase Agreement, the Selling Stockholders selling stockholders have not had any material relationship with us within the past three years. The table below lists the Selling Stockholders selling stockholders and other information regarding the beneficial ownership of the shares of common stock Common Stock by each of the Selling Stockholdersselling stockholders. The second column lists the number of shares of common stock Common Stock beneficially owned by each Selling Stockholderselling stockholder, based on its ownership of the shares of common stock, notes convertible debentures and warrants, as of ________, 2023200_, assuming conversion of the notes all convertible debentures and exercise of the warrants held by the Selling Stockholders selling stockholders on that date, in each case without regard to any limitations on conversion conversions or exercise. The third column lists the shares of common stock Common Stock being offered by this prospectus by the Selling Stockholdersselling stockholders. In accordance with the terms of a registration rights agreements agreement with the Selling Stockholdersselling stockholders, this prospectus generally covers the resale of the sum of (i) the number of at least ___________ shares of common stock issued or issuable to the Selling Stockholders in selling stockholders pursuant to the “Private Placements Securities Purchase Agreement. Because the conversion price of Shares the convertible debentures and the exercise price of Common Stockthe warrants may be adjusted, Notes and Warrants” described above and (ii) the maximum number of shares that will actually be issued may be more or less than the number of common stock issuable upon conversion of the notes and exercise of the warrants, determined as if the notes and the outstanding warrants were converted into common stock or exercised in full, respectively, as of the trading day immediately preceding the date shares being offered by this registration statement was initially filed with the SEC, each as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the registration right agreement, in each case without regard to any limitations on conversion of the notes or the exercise of the warrantsprospectus. The fourth column assumes the sale of all of the shares offered by the Selling Stockholders selling stockholders pursuant to this prospectus. Under the terms of the convertible debentures and the warrants, a Selling Stockholder selling stockholder may not convert the convertible debentures or exercise the warrants to the extent such conversion or exercise would result in cause such Selling Stockholderselling stockholder, together with its affiliates and attribution partiesaffiliates, to beneficially own a number of shares of common stock Common Stock which would exceed 4.99% or 9.99%, as applicable, of our then outstanding common stock shares of Common Stock following such conversion or exercise, excluding for purposes of such determination shares of common stock Common Stock issuable upon conversion of the convertible debentures which have not been converted and upon exercise of such the warrants which have not been exercised. The number of shares in the second and fourth columns do column does not reflect this limitation. The Selling Stockholders selling stockholders may sell all, some or none of their shares in this offering. See “"Plan of Distribution.” The undersigned beneficial owner of common stock (the “Registrable Securities”) of Eterna Therapeutics Inc., a Delaware corporation (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, Holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus."

SELLING STOCKHOLDERS. The shares of common stock being offered by the Selling Stockholders selling stockholders are those shares previously issued to the Selling Stockholdersselling stockholders, and those issuable to the Selling Stockholdersselling stockholders, upon conversion of the notes and exercise of the warrants. For additional information regarding the issuances of those shares of common stock, notes stock and warrants, see “Private Placements Placement of Shares of Common Stock, Notes Stock and Warrants” above. We are registering the shares of common stock in order to permit the Selling Stockholders selling stockholders to offer the shares for resale from time to time. Except for the ownership of the shares of common stock, notes stock and the warrants and as otherwise disclosed in the footnotes to the table that follows immediately belowwarrants, the Selling Stockholders selling stockholders have not had any material relationship with us within the past three years. The table below lists the Selling Stockholders selling stockholders and other information regarding the beneficial ownership of the shares of common stock by each of the Selling Stockholdersselling stockholders. The second column lists the number of shares of common stock beneficially owned by each Selling Stockholderselling stockholder, based on its ownership of the shares of common stock, notes stock and warrants, as of ________, 2023, assuming conversion of the notes and exercise of the warrants held by the Selling Stockholders selling stockholder on that date, in each case without regard to any limitations on conversion or exercise. The third column lists the shares of common stock being offered by this prospectus by the Selling Stockholdersselling stockholders. In accordance with the terms of a registration rights agreements agreement with the Selling Stockholdersselling stockholders, this prospectus generally covers the resale of the sum of (i) sum of the number of shares of common stock issued to the Selling Stockholders selling stockholders in the “Private Placements Placement of Shares of Common Stock, Notes Stock and Warrants” described above and (ii) the maximum number of shares of common stock issuable upon conversion of the notes and exercise of the related warrants, determined as if the notes and the outstanding warrants were converted into common stock or exercised in full, respectively, full as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, each as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the registration right agreement, in each case without regard to any limitations on conversion of the notes or the exercise of the warrants. The fourth column assumes the sale of all of the shares offered by the Selling Stockholders selling stockholders pursuant to this prospectus. Under the terms of the warrants, a Selling Stockholder selling stockholder may not exercise the warrants to the extent such exercise would result in cause such Selling Stockholderselling stockholder, together with its affiliates and attribution parties, to beneficially own a number of shares of common stock which would exceed 4.99% or 9.99%, as applicable, of our then outstanding common stock following such exercise, excluding for purposes of such determination shares of common stock issuable upon exercise of such warrants which have not been exercised. The number of shares in the second and fourth columns do not reflect this limitation. The Selling Stockholders selling stockholders may sell all, some or none of their shares in this offering. See “"Plan of Distribution.” " The undersigned beneficial owner of common stock and warrants to purchase common stock (such shares of common stock, the “Registrable Securities”) of Eterna Therapeutics Celularity Inc., a Delaware corporation (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, Holders holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.

SELLING STOCKHOLDERS. The shares of common stock being offered by the Selling Stockholders selling stockholders are those shares previously issued to the Selling Stockholders, and those issuable to the Selling Stockholders, selling stockholders upon conversion of the notes preferred shares and exercise of the warrants. For additional information regarding the issuances issuance of those the preferred shares of common stock, notes and the warrants, see “Private Placements Placement of Preferred Shares of Common Stock, Notes and Warrants” above. We are registering the shares of common stock in order to permit the Selling Stockholders selling stockholders to offer the shares for resale from time to time. Except for the ownership of the preferred shares of common stock, notes and the warrants and as otherwise disclosed in the footnotes issued pursuant to the table that follows immediately belowSecurities Purchase Agreement, the Selling Stockholders selling stockholders have not had any material relationship with us within the past three years. The table below lists the Selling Stockholders selling stockholders and other information regarding the beneficial ownership (as determined under Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder) of the shares of common stock held by each of the Selling Stockholdersselling stockholders. The second column lists the number of shares of common stock beneficially owned by each Selling Stockholderthe selling stockholders, based on its their respective ownership of the shares of common stock, notes preferred shares and warrants, as of ________, 202320__, assuming conversion of the notes preferred shares and exercise of the warrants held by the Selling Stockholders each such selling stockholder on that date, in each case without regard to date but taking account of any limitations on conversion or exerciseand exercise set forth therein. The third column lists the shares of common stock being offered by this prospectus by the Selling Stockholdersselling stockholders and does not take in account any limitations on (i) conversion of the preferred shares set forth therein or (ii) exercise of the warrants set forth therein. In accordance with the terms of a registration rights agreements agreement with the Selling Stockholdersholders of the preferred shares and the warrants, this prospectus generally covers the resale of the sum of (i) the maximum number of shares of common stock issued or issuable pursuant to the Selling Stockholders in Certificate of Designations, including payment of interest on the “Private Placements of Shares of Common Stockpreferred shares through [DATE], Notes and Warrants” described above and (ii) the maximum number of shares of common stock issued or issuable upon conversion of the notes and exercise of the warrants, in each case, determined as if the notes outstanding preferred shares (including interest on the preferred shares through [DATE]) and the outstanding warrants were converted into common stock or exercised (as the case may be) in full, respectively, full (without regard to any limitations on conversion or exercise contained therein solely for the purpose of such calculation) at the floor price or exercise price (as the case may be) calculated as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, each as . Because the conversion price of the trading day immediately preceding preferred shares and the applicable date of determination and all subject to adjustment as provided in the registration right agreement, in each case without regard to any limitations on conversion exercise price of the notes warrants may be adjusted, the number of shares that will actually be issued may be more or less than the exercise number of the warrantsshares being offered by this prospectus. The fourth column assumes the sale of all of the shares offered by the Selling Stockholders selling stockholders pursuant to this prospectus. Under the terms of the Certificate of Designations and the warrants, a Selling Stockholder certain of our selling stockholders may not convert the preferred shares or exercise the warrants to the extent (but only to the extent) such exercise would result in such Selling Stockholder, together with selling stockholder or any of its affiliates and attribution parties, to would beneficially own a number of shares of our shares of common stock which would exceed 4.9919.99% or 9.99%, as applicable, of our then the outstanding common stock following such exercise, excluding for purposes of such determination shares of common stock issuable upon exercise of such warrants which have not been exercisedthe Company. The number of shares in the second and fourth columns do not reflect this limitationcolumn reflects these limitations. The Selling Stockholders selling stockholders may sell all, some or none of their shares in this offering. See “Plan of Distribution.” The undersigned beneficial owner Name of common stock Selling Stockholder Number of shares of Common Stock Owned Prior to Offering Maximum Number of shares of Common Stock to be Sold Pursuant to this Prospectus Number of shares of Common Stock of Owned After Offering [LEAD INVESTOR] (the “Registrable Securities”1) of Eterna Therapeutics Inc., a Delaware corporation (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, Holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.[OTHER BUYERS]

SELLING STOCKHOLDERS. The shares of common stock being offered by the Selling Stockholders selling stockholders are those shares [previously issued to issued] [issuable to] the Selling Stockholders, and those issuable to the Selling Stockholders, selling stockholders upon conversion of the notes and exercise of the warrantspreferred stock. For additional information regarding the issuances of those shares of common preferred stock, notes and warrants, see “Private Placements Placement of Shares of Common Stock, Notes and WarrantsPreferred Shares” above. We are registering the shares of common stock in order to permit the Selling Stockholders selling stockholders to offer the shares for resale from time to time. Except for the ownership of the shares of preferred stock and common stock, notes and the warrants stock and as otherwise disclosed set forth in the footnotes to the table that follows immediately belowthis prospectus, the Selling Stockholders selling stockholders have not had any material relationship with us within the past three years. The table below lists the Selling Stockholders selling stockholders and other information regarding the beneficial ownership of the shares of common stock by each of the Selling Stockholdersselling stockholders. The second column lists the number of shares of common stock beneficially owned by each Selling Stockholderselling stockholder, based on its ownership of the shares of common preferred stock, notes common stock and warrants, as of ________________, 2023202_, assuming conversion of the notes preferred stock and exercise of the any warrants held by the Selling Stockholders selling stockholders on that date, in each case without regard to any limitations on conversion conversions or exerciseexercises. The third column lists the shares of common stock being offered by this prospectus by the Selling Stockholdersselling stockholders. In accordance with the terms of a registration rights agreements agreement with the Selling Stockholdersselling stockholders, this prospectus generally covers the resale of the sum of (i) the number of shares of common stock issued to the Selling Stockholders in the “Private Placements of Shares of Common Stock, Notes and Warrants” described above and (ii) the maximum number of shares of common stock issuable upon conversion of the notes and exercise of the warrantspreferred stock, determined as if the notes and the outstanding warrants shares of preferred stock were converted into common stock or exercised in full, respectively, full as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, each SEC as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the registration right rights agreement, in each case without regard to any limitations on the conversion of the notes or the exercise of the warrantspreferred stock. The fourth column assumes the sale of all of the shares offered by the Selling Stockholders selling stockholders pursuant to this prospectus. Under the terms of the warrantsCertificate of Designation, a Selling Stockholder selling stockholder may not exercise convert the warrants preferred stock to the extent such exercise conversion would result in cause such Selling Stockholderselling stockholder, together with its affiliates and attribution parties, to beneficially own a number of shares of common stock which would exceed 4.9919.99% or 9.99%, as applicable, of our then outstanding common stock following such exerciseconversion, excluding for purposes of such determination shares of common stock issuable upon exercise conversion of such warrants the preferred stock which have has not been exercisedconverted. The number of shares in the second and fourth columns do column does not reflect this limitation. The Selling Stockholders selling stockholders may sell all, some or none of their shares in this offering. See “Plan of Distribution.” The undersigned beneficial owner of common stock (the “Registrable Securities”) of Eterna Therapeutics FOXO Technologies Inc., a Delaware corporation (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, Holders holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.

SELLING STOCKHOLDERS. The shares of common stock Common Stock being offered by the Selling Stockholders selling stockholders are those shares previously issued to the Selling Stockholders, and those issuable to the Selling Stockholders, upon conversion of the notes convertible debentures and upon exercise of the warrants. For additional information regarding the issuances issuance of those shares of common stock, convertible notes and warrants, see “Private Placements Placement of Shares of Common Stock, Notes Convertible Debentures and Warrants” above. We are registering the shares of common stock Common Stock in order to permit the Selling Stockholders selling stockholders to offer the shares for resale from time to time. Except as otherwise notes and except for the ownership of the shares of common stock, notes convertible Debentures and the warrants and as otherwise disclosed in the footnotes issued pursuant to the table that follows immediately belowSecurities Purchase Agreement, the Selling Stockholders selling stockholders have not had any material relationship with us within the past three years. The table below lists the Selling Stockholders selling stockholders and other information regarding the beneficial ownership of the shares of common stock Common Stock by each of the Selling Stockholdersselling stockholders. The second column lists the number of shares of common stock Common Stock beneficially owned by each Selling Stockholderselling stockholder, based on its ownership of the shares of common stock, notes convertible debentures and warrants, as of ________, 2023200 , assuming conversion of the notes all convertible debentures and exercise of the warrants held by the Selling Stockholders selling stockholders on that date, in each case without regard to any limitations on conversion conversions or exercise. The third column lists the shares of common stock Common Stock being offered by this prospectus by the Selling Stockholdersselling stockholders. In accordance with the terms of a registration rights agreements agreement with the Selling Stockholdersselling stockholders, this prospectus generally covers the resale of the sum of at least (i) 300% of the number of shares of common stock Conversion Shares issued and issuable pursuant to the Selling Stockholders in the “Private Placements of Shares of Common Stock, Notes and Warrants” described above and (ii) the maximum number of shares of common stock issuable upon conversion of the notes and exercise of the warrants, determined as if the notes and the outstanding warrants were converted into common stock or exercised in full, respectively, convertible debentures as of the trading day immediately preceding the date this the registration statement was is initially filed with the SEC, each and (ii) 100% of the number of warrant shares issued and issuable pursuant to the warrants as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the registration right agreement, in each case without regard to any limitations on statement is initially filed with the SEC. Because the conversion price of the notes or convertible debentures and the exercise price of the warrantswarrants may be adjusted, the number of shares that will actually be issued may be more or less than the number of shares being offered by this prospectus. The fourth column assumes the sale of all of the shares offered by the Selling Stockholders selling stockholders pursuant to this prospectus. Under the terms of the convertible debentures and the warrants, a Selling Stockholder selling stockholder may not convert the convertible debentures or exercise the warrants to the extent such conversion or exercise would result in cause such Selling Stockholderselling stockholder, together with its affiliates and attribution partiesaffiliates, to beneficially own a number of shares of common stock Common Stock which would exceed 4.99% or 9.99%, as applicable, of our then outstanding common stock shares of Common Stock following such conversion or exercise, excluding for purposes of such determination shares of common stock Common Stock issuable upon conversion of the convertible debentures which have not been converted and upon exercise of such the warrants which have not been exercised. The number of shares in the second and fourth columns do column does not reflect this limitation. The Selling Stockholders selling stockholders may sell all, some or none of their shares in this offering. See “Plan of Distribution.” The undersigned beneficial owner of common stock (the “Registrable Securities”) of Eterna Therapeutics Inc., a Delaware corporation (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, Holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.

SELLING STOCKHOLDERS. The shares of common stock being offered by the Selling Stockholders selling stockholders are those shares previously issued to the Selling Stockholdersselling stockholders, and those issuable to the Selling Stockholdersselling stockholders, upon exercise of the warrants and conversion of the notes and exercise of the warrantspreferred stock. For additional information regarding the issuances of those shares of common stock, notes warrants and warrantspreferred stock, see “"Private Placements of Shares Placement of Common Shares, Warrants and Preferred Stock, Notes and Warrants” " above. We are registering the shares of common stock in order to permit the Selling Stockholders selling stockholders to offer the shares for resale from time to time. Except for the ownership of the shares of common stock, notes and the warrants and as otherwise disclosed in the footnotes to the table that follows immediately belowpreferred stock, the Selling Stockholders selling stockholders have not had any material relationship with us within the past three years. The table below lists the Selling Stockholders selling stockholders and other information regarding the beneficial ownership of the shares of common stock by each of the Selling Stockholdersselling stockholders. The second column lists the number of shares of common stock beneficially owned by each Selling Stockholderselling stockholder, based on its ownership of the shares of common stock, notes warrants and warrantspreferred stock, as of ________, 20232017, assuming conversion of the notes and exercise of the warrants and conversion of the preferred stock held by the Selling Stockholders selling stockholders on that date, in each case without regard to any limitations on conversion or exerciseexercises. The third column lists the shares of common stock being offered by this prospectus by the Selling Stockholdersselling stockholders. In accordance with the terms of a registration rights agreements agreement with the Selling Stockholdersselling stockholders, this prospectus generally covers the resale of the sum of (i) the number of shares of common stock issued to the Selling Stockholders selling stockholders in the “Private Placements __________________ ,(ii) the maximum number of Shares shares of Common Stockcommon stock issuable upon exercise of the related warrants, Notes and Warrants” described above determined as if the outstanding warrants were exercised in full as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, and (iiiii) the maximum number of shares of common stock issuable upon conversion of the notes and exercise of the warrantsrelated preferred stock, determined as if the notes and the outstanding warrants preferred stock were converted into common stock or exercised in full, respectively, full as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, each as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the registration right agreement, in each case without regard to any limitations on conversion of the notes or the exercise of the warrantswarrants or the conversion of the preferred stock. The fourth column assumes the sale of all of the shares offered by the Selling Stockholders selling stockholders pursuant to this prospectus. Under the terms of the warrantswarrants and the preferred stock, as applicable, a Selling Stockholder selling stockholder may not exercise the warrants or convert the preferred stock, as applicable to the extent such exercise or conversion, as applicable would result in cause such Selling Stockholderselling stockholder, together with its affiliates and attribution parties, to beneficially own a number of shares of common stock which would exceed 4.99% or 9.99%, as applicable, of our then outstanding common stock following such exercise, excluding for purposes of such determination shares of common stock issuable upon exercise of such the warrants or upon conversion of the preferred stock, as applicable, which have not been exercised. The number of shares in the second and fourth columns do column does not reflect this limitation. The Selling Stockholders selling stockholders may sell all, some or none of their shares in this offering. See “"Plan of Distribution.” " The undersigned beneficial owner of common stock (the “Registrable Securities”) of Eterna Therapeutics Nemus Bioscience, Inc., a Delaware Nevada corporation (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, Holders holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.

SELLING STOCKHOLDERS. The shares of common stock being offered by the Selling Stockholders selling stockholders are those shares previously issued to the Selling Stockholdersselling stockholders, and those issuable to the Selling Stockholdersselling stockholders, upon conversion of the notes Preferred Stock and exercise of the warrants. For additional information regarding the issuances of those shares of common stock, notes Preferred Stock and warrants, see “Private Placements Placement of Shares of Common Stock, Notes Preferred Stock and Warrants” above. We are registering the shares of common stock in order to permit the Selling Stockholders selling stockholders to offer the shares for resale from time to time. Except for the ownership of the shares of common stock, notes Preferred Stock and the warrants and as otherwise disclosed in the footnotes to the table that follows immediately belowwarrants, the Selling Stockholders selling stockholders have not had any material relationship with us within the past three years. The table below lists the Selling Stockholders selling stockholders and other information regarding the beneficial ownership of the shares of common stock by each of the Selling Stockholdersselling stockholders. The second column lists the number of shares of common stock beneficially owned by each Selling Stockholderselling stockholder, based on its ownership of the shares of common stock, notes Preferred Stock and warrants, as of [________], 2023, assuming conversion of the notes and exercise of the warrants held by the Selling Stockholders selling stockholders on that date, in each case without regard to any limitations on conversion conversions or exerciseexercises. The third column lists the shares of common stock being offered by this prospectus by the Selling Stockholdersselling stockholders. In accordance with the terms of a registration rights agreements agreement with the Selling Stockholdersselling stockholders, this prospectus generally covers the resale of the sum of (i) the number of shares of common stock issued to the Selling Stockholders selling stockholders in the “Private Placements Placement of Shares of Common Stock, Notes Preferred Stock and Warrants” described above and (ii) the maximum number of shares of common stock issuable upon conversion of the notes and Preferred Stock or exercise of the related warrants, determined as if the notes outstanding Preferred Stock was fully converted and the outstanding warrants were converted into common stock or exercised in full, respectively, full as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, each as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the registration right agreement, in each case without regard to any limitations on conversion of the notes or the exercise of the warrants. The fourth column assumes the sale of all of the shares offered by the Selling Stockholders selling stockholders pursuant to this prospectus. Under Each share of Preferred Stock is convertible into that number of shares of common stock determined by dividing the terms Stated Value of such share of Preferred Stock by the warrants, a Selling Stockholder Conversion Price (each as defined in the Certificate of Designation.) A selling stockholder may not exercise the warrants convert shares of Preferred Stock to the extent such exercise would result in cause such Selling Stockholderselling stockholder, together with its affiliates and attribution parties, to beneficially own a number of shares of common stock which would exceed 4.99% or 9.99%[4.99]% of our then outstanding common stock following such exercise, as applicableexcluding for purposes of such determination shares of common stock issuable upon conversion of the Preferred Stock which has not been converted. Under the terms of the warrants, a selling stockholder may not exercise the warrants to the extent such exercise would cause such selling stockholder, together with its affiliates and attribution parties, to beneficially own a number of shares of common stock which would exceed [4.99]% of our then outstanding common stock following such exercise, excluding for purposes of such determination shares of common stock issuable upon exercise of such the warrants which have not been exercised. The number of shares in the second and fourth columns do column does not reflect this limitation. The Selling Stockholders selling stockholder may sell all, some or none of their shares in this offering. See “"Plan of Distribution.” " The undersigned beneficial owner of common stock and/or preferred stock (the “Registrable Securities”) of Eterna Therapeutics Ra Medical Systems, Inc., a Delaware corporation (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, Holders holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.

SELLING STOCKHOLDERS. The shares of common stock Common Stock being offered by the Selling Stockholders selling stockholders are those shares previously issued to the Selling Stockholders, and those issuable to the Selling Stockholders, upon conversion of the notes convertible debentures and upon exercise of the warrants. For additional information regarding the issuances issuance of those shares of common stock, convertible notes and warrants, see “Private Placements Placement of Shares of Common Stock, Notes Convertible Debentures and Warrants” above. We are registering the shares of common stock Common Stock in order to permit the Selling Stockholders selling stockholders to offer the shares for resale from time to time. Except as otherwise notes and except for the ownership of the shares of common stock, notes convertible Debentures and the warrants and as otherwise disclosed in the footnotes issued pursuant to the table that follows immediately belowSecurities Purchase Agreement, the Selling Stockholders selling stockholders have not had any material relationship with us within the past three years. The table below lists the Selling Stockholders selling stockholders and other information regarding the beneficial ownership of the shares of common stock Common Stock by each of the Selling Stockholdersselling stockholders. The second column lists the number of shares of common stock Common Stock beneficially owned by each Selling Stockholderselling stockholder, based on its ownership of the shares of common stock, notes convertible debentures and warrants, as of ________, 2023200 , assuming conversion of the notes all convertible debentures and exercise of the warrants held by the Selling Stockholders selling stockholders on that date, in each case without regard to any limitations on conversion conversions or exercise. The third column lists the shares of common stock Common Stock being offered by this prospectus by the Selling Stockholdersselling stockholders. In accordance with the terms of a registration rights agreements agreement with the Selling Stockholdersselling stockholders, this prospectus generally covers the resale of the sum of at least (i) 300% of the number of shares of common stock Conversion Shares issued and issuable pursuant to the Selling Stockholders in the “Private Placements of Shares of Common Stock, Notes and Warrants” described above and (ii) the maximum number of shares of common stock issuable upon conversion of the notes and exercise of the warrants, determined as if the notes and the outstanding warrants were converted into common stock or exercised in full, respectively, convertible debentures as of the trading day immediately preceding the date this the registration statement was is initially filed with the SEC, each and (ii) 100% of the number of warrant shares issued and issuable pursuant to the warrants as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the registration right agreement, in each case without regard to any limitations on statement is initially filed with the SEC. Because the conversion price of the notes or convertible debentures and the exercise price of the warrantswarrants may be adjusted, the number of shares that will actually be issued may be more or less than the number of shares being offered by this prospectus. The fourth column assumes the sale of all of the shares offered by the Selling Stockholders selling stockholders pursuant to this prospectus. Under the terms of the warrantsStanford Venture Capital Holdings, a Selling Stockholder may not exercise the warrants to the extent such exercise would result in such Selling Stockholder, together with its affiliates and attribution parties, to beneficially own a number of shares of common stock which would exceed 4.99% or 9.99%, as applicable, of our then outstanding common stock following such exercise, excluding for purposes of such determination shares of common stock issuable upon exercise of such warrants which have not been exercised. The number of shares in the second and fourth columns do not reflect this limitation. The Selling Stockholders may sell all, some or none of their shares in this offering. See “Plan of Distribution.” The undersigned beneficial owner of common stock (the “Registrable Securities”) of Eterna Therapeutics Inc., a Delaware corporation (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, Holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.

SELLING STOCKHOLDERS. The shares of common stock Common Stock being offered by the Selling Stockholders selling stockholders are those shares previously issued to the Selling Stockholdersselling stockholders, and those issuable to the Selling Stockholdersselling stockholders, upon conversion of the notes and exercise of the warrants. For additional information regarding the issuances of those shares of common stock, notes Common Stock and warrants, see “Private Placements Placement of Shares shares of Common Stock, Notes Stock and Warrants” above. We are registering the shares of common stock Common Stock in order to permit the Selling Stockholders selling stockholders to offer the shares Common Stock for resale from time to time. Except for the ownership of the shares of common stock, notes Common Stock and the warrants and as otherwise disclosed in the footnotes to the table that follows immediately belowwarrants, the Selling Stockholders selling stockholders have not had any material relationship with us within the past three years. The table below lists the Selling Stockholders selling stockholders and other information regarding the beneficial ownership of the shares of common stock Common Stock by each of the Selling Stockholdersselling stockholders. The second column lists the number of shares of common stock Common Stock beneficially owned by each Selling Stockholderselling stockholder, based on its ownership of the shares of common stock, notes Common Stock and warrants, as of ________[●], 20232024, assuming conversion of the notes and exercise of the warrants held by the Selling Stockholders selling stockholders on that date, in each case without regard to any limitations on conversion or exerciseexercises. The third column lists the shares of common stock Common Stock being offered by this prospectus by the Selling Stockholdersselling stockholders. In accordance with the terms of a registration rights agreements agreement with the Selling Stockholdersselling stockholders, this prospectus generally covers the resale of the sum of (i) the number of shares of common stock Common Stock issued to the Selling Stockholders selling stockholders in the “Private Placements Placement of Shares shares of Common Stock, Notes Stock and Warrants” described above and (ii) the maximum number of shares of common stock Common Stock issuable upon conversion of the notes and exercise of the related warrants, determined as if the notes and the outstanding warrants were converted into common stock or exercised in full, respectively, full as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, each as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the registration right rights agreement, in each case without regard to any limitations on conversion of the notes or the exercise of the warrants. The fourth column assumes the sale of all of the shares Common Stock offered by the Selling Stockholders selling stockholders pursuant to this prospectus. Under the terms of the warrants, a Selling Stockholder selling stockholder may not exercise the warrants to the extent such exercise would result in cause such Selling Stockholderselling stockholder, together with its affiliates and attribution parties, to beneficially own a number of shares of common stock Common Stock which would exceed 4.99% or 9.99%, as applicable, of our then outstanding common stock Common Stock following such exercise, excluding for purposes of such determination shares of common stock Common Stock issuable upon exercise of such the warrants which that have not been exercised. The number of shares Common Stock in the second and fourth columns do column does not reflect this limitation. The Selling Stockholders selling stockholders may sell all, some or none of their shares Common Stock in this offering. See “Plan of Distribution.” The undersigned beneficial owner of common stock shares of Common Stock (the “Registrable Securities”) of Eterna Therapeutics Inc.Laser Photonics Corporation, a Delaware corporation (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, Holders holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.

SELLING STOCKHOLDERS. The shares of common stock being offered by the Selling Stockholders selling stockholders are those shares previously issued to the Selling Stockholders, and those issuable to the Selling Stockholders, upon conversion of the notes and exercise of the warrantsselling stockholders. For additional information regarding the issuances of those shares of common stock, notes and warrants, see “Private Placements Placement of Shares of Common Stock, Notes and WarrantsSecurities” above. We are registering the shares of common stock in order to permit the Selling Stockholders selling stockholders to offer the shares for resale from time to time. Except for the ownership of the shares of common stock, notes and the warrants and as otherwise disclosed in the footnotes to the table that follows immediately belowour securities, the Selling Stockholders selling stockholders have not had any material relationship with us within the past three years. The table below lists the Selling Stockholders selling stockholders and other information regarding the beneficial ownership of the shares of common stock by each of the Selling Stockholdersselling stockholders. The second column lists the number of shares of common stock beneficially owned by each Selling Stockholderselling stockholder, based on its ownership of the shares of common stock and any other rights to purchase our common stock, notes and warrants, as of ________, 20232024, assuming conversion of the notes and exercise of the warrants other rights held by the Selling Stockholders selling stockholders on that date, in each case without regard to any limitations on conversion or exerciseexercises. The third column lists the shares of common stock being offered by this prospectus by the Selling Stockholdersselling stockholders. In accordance with the terms of a registration rights agreements agreement with the Selling Stockholdersselling stockholders, this prospectus generally covers the resale of the sum of (i) the number of shares of common stock issued to the Selling Stockholders selling stockholders in the “Private Placements Placement of Shares of Common Stock, Notes and WarrantsSecurities” described above and (ii) the maximum number of shares of common stock issuable upon conversion of the notes and exercise of the warrants, determined as if the notes and the outstanding warrants were converted into common stock or exercised in full, respectively, as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, each as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the registration right agreement, in each case without regard to any limitations on conversion of the notes or the exercise of the warrantsabove. The fourth column assumes the sale of all of the shares offered by the Selling Stockholders selling stockholders pursuant to this prospectus. Under the terms of the warrants, a Selling Stockholder may not exercise the warrants to the extent such exercise would result in such Selling Stockholder, together with its affiliates and attribution parties, to beneficially own a number of shares of common stock which would exceed 4.99% or 9.99%, as applicable, of our then outstanding common stock following such exercise, excluding for purposes of such determination shares of common stock issuable upon exercise of such warrants which have not been exercised. The number of shares in the second and fourth columns do not reflect this limitation. The Selling Stockholders selling shareholders may sell all, some or none of their shares in this offering. See “Plan of Distribution.” 6 Name of Selling Stockholder Number of shares of Common Stock Owned Prior to Offering Maximum Number of shares of Common Stock to be Sold Pursuant to this Prospectus Number of shares of Common Stock Owned After Offering Percentage of Common Stock Owned After Offering The undersigned beneficial owner of common stock (the “Registrable Securities”) of Eterna Therapeutics Inc.Applied Digital Corporation, a Delaware Nevada corporation (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, Holders holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.

SELLING STOCKHOLDERS. The shares of common stock being offered by the Selling Stockholders selling stockholders are those shares previously issued to the Selling Stockholders, and those issuable to the Selling Stockholders, selling stockholders upon conversion of the notes and exercise of the warrants. For additional information regarding the issuances issuance of those shares of common stock, the notes and the warrants, see “Private Placements Placement of Shares of Common Stock, Notes and Warrants” above. We are registering the shares of common stock in order to permit the Selling Stockholders selling stockholders to offer the shares for resale from time to time. Except for the ownership of the shares of common stock, notes and the warrants and as otherwise disclosed in the footnotes issued pursuant to the table that follows immediately belowSecurities Purchase Agreement, the Selling Stockholders selling stockholders have not had any material relationship with us within the past three years. The table below lists the Selling Stockholders selling stockholders and other information regarding the beneficial ownership (as determined under Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder) of the shares of common stock held by each of the Selling Stockholdersselling stockholders. The second column lists the number of shares of common stock beneficially owned by each Selling Stockholderthe selling stockholders, based on its their respective ownership of the shares of common stock, notes and warrants, as of ________, 2023201_, assuming conversion of the notes and exercise of the warrants held by the Selling Stockholders each such selling stockholder on that date, in each case without regard to date but taking account of any limitations on conversion or exerciseand exercise set forth therein. The third column lists the shares of common stock being offered by this prospectus by the Selling Stockholdersselling stockholders and does not take in account any limitations on (i) conversion of the notes set forth therein or (ii) exercise of the warrants set forth therein. In accordance with the terms of a registration rights agreements agreement with the Selling Stockholdersholders of the notes and the warrants, this prospectus generally covers the resale of 150% of the sum of (i) the maximum number of shares of common stock issued or issuable pursuant to the Selling Stockholders in the “Private Placements of Shares of Common Stock, Notes and Warrants” described above and (ii) the maximum number of shares of common stock issued or issuable upon conversion of the notes and exercise of the warrants, in each case, determined as if the outstanding notes and the outstanding warrants were converted into common stock or exercised (as the case may be) in full, respectively, full (without regard to any limitations on conversion or exercise contained therein solely for the purpose of such calculation) at a conversion price or exercise price (as the case may be) calculated as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, each as of . Because the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the registration right agreement, in each case without regard to any limitations on conversion price of the notes or and the exercise price of the warrantswarrants may be adjusted, the number of shares that will actually be issued may be more or less than the number of shares being offered by this prospectus. The fourth column assumes the sale of all of the shares offered by the Selling Stockholders selling stockholders pursuant to this prospectus. Under the terms of the notes and the warrants, a Selling Stockholder selling stockholder may not convert the notes or exercise the warrants to the extent (but only to the extent) such exercise would result in such Selling Stockholder, together with selling stockholder or any of its affiliates and attribution parties, to would beneficially own a number of shares of our common stock which would exceed 4.999.99% or 9.99%, as applicable, of our then the outstanding common stock following such exercise, excluding for purposes of such determination shares of common stock issuable upon exercise of such warrants which have not been exercisedthe Company. The number of shares in the second and fourth columns do not reflect this limitationcolumn reflects these limitations. The Selling Stockholders selling stockholders may sell all, some or none of their shares in this offering. See “Plan of Distribution.” The undersigned beneficial owner of common stock Xxxxxx Bay Master Fund Ltd (the “Registrable Securities”1) of Eterna Therapeutics Inc.Alto Opportunity Master Fund, a Delaware corporation SPC - Segregated Master Portfolio B (the “Company”2), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, Holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.

SELLING STOCKHOLDERS. The shares of common stock Common Stock being offered by the Selling Stockholders selling stockholders are those shares previously issued to the Selling Stockholdersselling stockholders, and those issuable to the Selling Stockholdersselling stockholders, upon conversion of the notes and exercise of the warrants. For additional information regarding the issuances of those shares of common stock, notes Common Stock and warrants, see “Private Placements Placement of Shares of Common Stock, Notes Stock and Warrants” above. We are registering the shares of common stock Common Stock in order to permit the Selling Stockholders selling stockholders to offer the shares for resale from time to time. Except for the ownership of the shares of common stock, notes Common Stock and the warrants and as otherwise disclosed in the footnotes to the table that follows immediately belowwarrants, the Selling Stockholders selling stockholders have not had any material relationship with us within the past three years. The table below lists the Selling Stockholders selling stockholders and other information regarding the beneficial ownership of the shares of common stock Common Stock by each of the Selling Stockholdersselling stockholders. The second column lists the number of shares of common stock Common Stock beneficially owned by each Selling Stockholderselling stockholder, based on its ownership of the shares of common stock, notes Common Stock and warrants, as of ________[●], 2023, assuming conversion of the notes and exercise of the warrants held by the Selling Stockholders selling stockholders on that date, in each case without regard to any limitations on conversion or exerciseexercises. The third column lists the shares of common stock Common Stock being offered by this prospectus by the Selling Stockholdersselling stockholders. In accordance with the terms of a registration rights agreements agreement with the Selling Stockholdersselling stockholders, this prospectus generally covers the resale of the sum of (i) the number of shares of common stock Common Stock issued to the Selling Stockholders selling stockholders in the “Private Placements Placement of Shares of Common Stock, Notes Stock and Warrants” described above and (ii) the maximum number of shares of common stock Common Stock issuable upon conversion of the notes and exercise of the related warrants, determined as if the notes and the outstanding warrants were converted into common stock or exercised in full, respectively, full as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, each as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the registration right rights agreement, in each case without regard to any limitations on conversion of the notes or the exercise of the warrants. The fourth column assumes the sale of all of the shares offered by the Selling Stockholders selling stockholders pursuant to this prospectus. Under the terms of the warrants, a Selling Stockholder selling stockholder may not exercise the warrants to the extent such exercise would result in cause such Selling Stockholderselling stockholder, together with its affiliates and attribution parties, to beneficially own a number of shares of common stock Common Stock which would exceed 4.99% or 9.99%, as applicable, of our then outstanding common stock Common Stock following such exercise, excluding for purposes of such determination shares of common stock Common Stock issuable upon exercise of such the warrants which that have not been exercised. The number of shares in the second and fourth columns do column does not reflect this limitation. The Selling Stockholders selling stockholders may sell all, some or none of their shares in this offering. See “Plan of Distribution.” The undersigned beneficial owner of common stock shares of Common Stock (the “Registrable Securities”) of Eterna Therapeutics Jupiter Wellness, Inc., a Delaware corporation (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, Holders holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.

SELLING STOCKHOLDERS. The shares of common stock Common Stock being offered by the Selling Stockholders selling stockholders are those shares previously issued to the Selling Stockholdersselling stockholders, and those issuable to the Selling Stockholdersselling stockholders, upon conversion of the notes and exercise of the warrants. For additional information regarding the issuances of those shares of common stock, notes Common Stock and warrants, see “Private Placements Placement of Shares shares of Common Stock, Notes Stock and Warrants” above. We are registering the shares of common stock Common Stock in order to permit the Selling Stockholders selling stockholders to offer the shares Common Stock for resale from time to time. Except for the ownership of the shares of common stock, notes Common Stock and the warrants and as otherwise disclosed in the footnotes to the table that follows immediately belowwarrants, the Selling Stockholders selling stockholders have not had any material relationship with us within the past three years. The table below lists the Selling Stockholders selling stockholders and other information regarding the beneficial ownership of the shares of common stock Common Stock by each of the Selling Stockholdersselling stockholders. The second column lists the number of shares of common stock Common Stock beneficially owned by each Selling Stockholderselling stockholder, based on its ownership of the shares of common stock, notes Common Stock and warrants, as of ________[●], 20232024, assuming conversion of the notes and exercise of the warrants held by the Selling Stockholders selling stockholders on that date, in each case without regard to any limitations on conversion or exerciseexercises. The third column lists the shares of common stock Common Stock being offered by this prospectus by the Selling Stockholdersselling stockholders. In accordance with the terms of a registration rights agreements agreement with the Selling Stockholdersselling stockholders, this prospectus generally covers the resale of the sum of (i) the number of shares of common stock Common Stock issued to the Selling Stockholders selling stockholders in the “Private Placements Placement of Shares shares of Common Stock, Notes Stock and Warrants” described above and (ii) the maximum number of shares of common stock Common Stock issuable upon conversion of the notes and exercise of the related warrants, determined as if the notes and the outstanding warrants were converted into common stock or exercised in full, respectively, full as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, each as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the registration right rights agreement, in each case without regard to any limitations on conversion of the notes or the exercise of the warrants. The fourth column assumes the sale of all of the shares Common Stock offered by the Selling Stockholders selling stockholders pursuant to this prospectus. Under the terms of the warrants, a Selling Stockholder selling stockholder may not exercise the warrants to the extent such exercise would result in cause such Selling Stockholderselling stockholder, together with its affiliates and attribution parties, to beneficially own a number of shares of common stock Common Stock which would exceed 4.99% or 9.99%, as applicable, of our then outstanding common stock Common Stock following such exercise, excluding for purposes of such determination shares of common stock Common Stock issuable upon exercise of such the warrants which that have not been exercised. The number of shares Common Stock in the second and fourth columns do column does not reflect this limitation. The Selling Stockholders selling stockholders may sell all, some or none of their shares Common Stock in this offering. See “Plan of Distribution.” The undersigned beneficial owner of common stock shares of Common Stock (the “Registrable Securities”) of Eterna Therapeutics Digital Ally, Inc., a Delaware Nevada corporation (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, Holders holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.

SELLING STOCKHOLDERS. The shares of common stock being offered by the Selling Stockholders selling stockholders are those shares previously issued to the Selling Stockholders, and those issuable to the Selling Stockholders, selling stockholders upon conversion of the notes and exercise of the warrants. For additional information regarding the issuances issuance of those shares of common stock, the notes and the warrants, see “Private Placements Placement of Shares of Common Stock, Notes and Warrants” above. We are registering the shares of common stock in order to permit the Selling Stockholders selling stockholders to offer the shares for resale from time to time. Except for the ownership of the shares of common stock, notes and the warrants and as otherwise disclosed in the footnotes issued pursuant to the table that follows immediately belowSecurities Purchase Agreement, the Selling Stockholders selling stockholders have not had any material relationship with us within the past three years. The table below lists the Selling Stockholders selling stockholders and other information regarding the beneficial ownership (as determined under Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder) of the shares of common stock held by each of the Selling Stockholdersselling stockholders. The second column lists the number of shares of common stock beneficially owned by each Selling Stockholderthe selling stockholders, based on its their respective ownership of the shares of common stock, notes and warrants, as of ________, 202320__, assuming conversion of the notes and exercise of the warrants held by the Selling Stockholders each such selling stockholder on that date, in each case without regard to date but taking account of any limitations on conversion or exerciseand exercise set forth therein. The third column lists the shares of common stock being offered by this prospectus by the Selling Stockholdersselling stockholders and does not take in account any limitations on (i) conversion of the notes set forth therein or (ii) exercise of the warrants set forth therein. In accordance with the terms of a registration rights agreements agreement with the Selling Stockholdersholders of the notes and the warrants, this prospectus generally covers the resale of 250% of the sum of (i) the maximum number of shares of common stock issued or issuable pursuant to the Selling Stockholders in Notes, including payment of interest on the “Private Placements of Shares of Common Stocknotes through [DATE], Notes and Warrants” described above and (ii) the maximum number of shares of common stock issued or issuable upon conversion of the notes and exercise of the warrants, in each case, determined as if the outstanding notes (including interest on the notes through [DATE]) and the outstanding warrants were converted into common stock or exercised (as the case may be) in full, respectively, full (without regard to any limitations on conversion or exercise contained therein solely for the purpose of such calculation) at an alternative conversion price or exercise price (as the case may be) calculated as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, each as of . Because the trading day immediately preceding the applicable date of determination conversion price and all subject to adjustment as provided in the registration right agreement, in each case without regard to any limitations on alternative conversion price of the notes or and the exercise price of the warrantswarrants may be adjusted, the number of shares that will actually be issued may be more or less than the number of shares being offered by this prospectus. The fourth column assumes the sale of all of the shares offered by the Selling Stockholders selling stockholders pursuant to this prospectus. Under the terms of the notes and the warrants, a Selling Stockholder selling stockholder may not convert the notes or exercise the warrants to the extent (but only to the extent) such exercise would result in such Selling Stockholder, together with selling stockholder or any of its affiliates and attribution parties, to would beneficially own a number of shares of our common stock which would exceed 4.99% or 9.99%, as applicable, of our then the outstanding common stock following such exercise, excluding for purposes of such determination shares of common stock issuable upon exercise of such warrants which have not been exercisedthe Company. The number of shares in the second and fourth columns do not reflect this limitationcolumn reflects these limitations. The Selling Stockholders selling stockholders may sell all, some or none of their shares in this offering. See “Plan of Distribution.” The undersigned beneficial owner of common stock (the “Registrable Securities”) of Eterna Therapeutics Snail, Inc., a Delaware corporation (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, Holders holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.

SELLING STOCKHOLDERS. The shares of common stock Common Stock being offered by the Selling Stockholders selling stockholders are those shares previously issued to the Selling Stockholdersselling stockholders, and those issuable to the Selling Stockholdersselling stockholders, upon conversion of the notes and exercise of the warrants. For additional information regarding the issuances of those shares of common stock, notes Common Stock and warrants, see “Private Placements Placement of Shares shares of Common Stock, Notes Stock and Warrants” above. We are registering the shares of common stock Common Stock in order to permit the Selling Stockholders selling stockholders to offer the shares Common Stock for resale from time to time. Except for the ownership of the shares of common stock, notes Common Stock and the warrants and as otherwise disclosed in the footnotes to the table that follows immediately belowwarrants, the Selling Stockholders selling stockholders have not had any material relationship with us within the past three years. The table below lists the Selling Stockholders selling stockholders and other information regarding the beneficial ownership of the shares of common stock Common Stock by each of the Selling Stockholdersselling stockholders. The second column lists the number of shares of common stock Common Stock beneficially owned by each Selling Stockholderselling stockholder, based on its ownership of the shares of common stock, notes Common Stock and warrants, as of ________[●], 20232024, assuming conversion of the notes and exercise of the warrants held by the Selling Stockholders selling stockholders on that date, in each case without regard to any limitations on conversion or exerciseexercises. The third column lists the shares of common stock Common Stock being offered by this prospectus by the Selling Stockholdersselling stockholders. In accordance with the terms of a registration rights agreements agreement with the Selling Stockholdersselling stockholders, this prospectus generally covers the resale of the sum of (i) the number of shares of common stock Common Stock issued to the Selling Stockholders selling stockholders in the “Private Placements Placement of Shares shares of Common Stock, Notes Stock and Warrants” described above and (ii) the maximum number of shares of common stock Common Stock issuable upon conversion of the notes and exercise of the related warrants, determined as if the notes and the outstanding warrants were converted into common stock or exercised in full, respectively, full as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, each as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the registration right rights agreement, in each case without regard to any limitations on conversion of the notes or the exercise of the warrants. The fourth column assumes the sale of all of the shares Common Stock offered by the Selling Stockholders selling stockholders pursuant to this prospectus. Under the terms of the warrants, a Selling Stockholder selling stockholder may not exercise the warrants to the extent such exercise would result in cause such Selling Stockholderselling stockholder, together with its affiliates and attribution parties, to beneficially own a number of shares of common stock Common Stock which would exceed 4.99% or 9.99%, as applicable, of our then outstanding common stock Common Stock following such exercise, excluding for purposes of such determination shares of common stock Common Stock issuable upon exercise of such the warrants which that have not been exercised. The number of shares Common Stock in the second and fourth columns do column does not reflect this limitation. The Selling Stockholders selling stockholders may sell all, some or none of their shares Common Stock in this offering. See “Plan of Distribution.” The undersigned beneficial owner of common stock shares of Common Stock (the “Registrable Securities”) of Eterna Therapeutics Inc.SOBR Safe, Inc a Delaware corporation (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, Holders holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.

SELLING STOCKHOLDERS. The shares of common stock being offered by the Selling Stockholders Shareholders are those shares previously issued or issuable to the Selling StockholdersShareholders upon the conversion in full of Series E convertible preferred stock, and those issuable to the Selling StockholdersShareholders, upon conversion of the notes and exercise of the warrants. For additional information regarding the issuances of those shares of common stock, notes and warrantsthese securities, see “Private Placements Placement of Shares of Common Stock, Notes Series E Convertible Preferred Stock and Warrants” above. We are registering the shares of common stock securities in order to permit the Selling Stockholders to offer the shares for resale from time to time. Except for the ownership of the these shares of common stock, notes and the warrants and as otherwise disclosed in the footnotes to the table that follows immediately belowwarrants, the Selling Stockholders have not had any material relationship with us within the past three years. The table below lists the Selling Stockholders and other information regarding the beneficial ownership of the shares of common stock by each of the Selling Stockholders. The second column lists the number of shares of common stock beneficially owned by each Selling Stockholder, based on its ownership of the shares of common stock, notes stock and warrants, as of ________, 20232019, assuming conversion of the notes and exercise of the warrants held by the Selling Stockholders on that date, in each case without regard to any limitations on conversion or exerciseexercises. The third column lists the shares of common stock being offered by this prospectus by the Selling Stockholders. In accordance with the terms of a registration rights agreements with agreement between the Company and the Selling Stockholders, this prospectus generally covers the resale of the sum of (i) the number of shares of common stock issued or issuable to the Selling Stockholders upon the conversion in full of the Series E Convertible Preferred Stock assuming a Conversion Price (as defined in the Certificate of Designation) equal to $ 1 (subject to adjustment for reverse and forward stock splits, recapitalizations and similar transactions following the date of the Purchase Agreement) ) immediately following the Reverse Stock Split Date (as defined in the Certificate of Designation) in the “Private Placements Placement of Shares of Common Stock, Notes Series E Convertible Preferred Stock and Warrants” described above and (ii) the maximum number of shares of common stock issuable upon conversion of the notes and exercise of the warrantsrelated warrants assuming Reset Exercise Price (as defined in the Warrants) equal to $ 2 (subject to adjustment for reverse and forward stock splits, recapitalizations and similar transactions following the date of the Purchase Agreement) ) immediately following the Reverse Stock Split Date (as defined in the Certificate of Designation), determined as if the notes and the outstanding warrants were converted into common stock or exercised in full, respectively, full as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, each as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the registration right agreement, in each case without regard to any limitations on conversion of the notes or the exercise of the warrants. The fourth column assumes the sale of all of the shares offered by the Selling Stockholders pursuant to this prospectus. Under the terms of the warrants, a Selling Stockholder may not exercise the warrants to the extent such exercise would result in such Selling Stockholder, together with its affiliates and attribution parties, to beneficially own a number of shares of common stock which would exceed 4.99% or 9.99%, as applicable, of our then outstanding common stock following such exercise, excluding for purposes of such determination shares of common stock issuable upon exercise of such warrants which have not been exercised. The number of shares in the second and fourth columns do not reflect this limitation. The Selling Stockholders may sell all, some or none of their shares in this offering. See “Plan of Distribution.” The undersigned beneficial owner of common stock (the “Registrable Securities”) of Eterna Therapeutics Inc., a Delaware corporation (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, Holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.

SELLING STOCKHOLDERS. The shares of common stock being offered by the Selling Stockholders selling stockholders are those shares previously issued to the Selling Stockholders, and those issuable to the Selling Stockholders, upon conversion selling stockholders pursuant to the terms of the convertible notes and upon exercise of the warrants. For additional information regarding the issuances issuance of those shares of common stock, convertible notes and warrants, see “Private Placements Placement of Shares of Common Stock, Convertible Notes and Warrants” above. We are registering the shares of common stock in order to permit the Selling Stockholders selling stockholders to offer the shares for resale from time to time. Except for the ownership of the shares of common stock, convertible notes and the warrants and as otherwise disclosed in the footnotes issued pursuant to the table that follows immediately belowNote Purchase Agreement, the Selling Stockholders selling stockholders have not had any material relationship with us within the past three years. The table below lists the Selling Stockholders selling stockholders and other information regarding the beneficial ownership of the shares of common stock by each of the Selling Stockholdersselling stockholders. The second column lists the number of shares of common stock beneficially owned by each Selling Stockholderselling stockholder, based on its ownership of the shares of common stock, convertible notes and warrants, as of ________, 20232017, assuming conversion of the all convertible notes and exercise of the all warrants held by the Selling Stockholders selling stockholders on that date, in each case without regard to any limitations on conversion conversion, redemption or exercise. The third column lists the shares of common stock being offered by this prospectus by the Selling Stockholdersselling stockholders, which includes the shares of common stock issuable upon conversion of the convertible notes and upon exercise of the warrants held by such selling stockholder. The fourth column lists the percentage of shares of common stock beneficially owned by such selling stockholder after the completion of the offering, based on its ownership as of ________, based on ________ shares of common stock outstanding as of ________ and assuming the sale of all of the shares offered by the selling stockholders pursuant to this prospectus. In accordance with the terms of a registration rights agreements agreement with the Selling Stockholdersselling stockholders, this prospectus generally covers the resale of at least the sum of (i) the maximum number of shares of common stock issued and issuable pursuant to the Selling Stockholders in convertible notes as of the “Private Placements of Shares of Common Stocktrading day immediately preceding the date the registration statement is initially filed with the SEC, Notes and Warrants” described above and (ii) the maximum number of shares of common stock issued and issuable upon conversion of the notes and exercise of the warrants, determined as if the notes and the outstanding related warrants were converted into common stock or exercised in full, respectively, as of the trading day immediately preceding the date this the registration statement was is initially filed with the SEC, each as . Because the conversion price of the trading day immediately preceding convertible notes and the applicable date of determination and all subject to adjustment as provided in the registration right agreement, in each case without regard to any limitations on conversion exercise price of the notes warrants may be adjusted, the number of shares that will actually be issued may be more or less than the exercise number of the warrants. The fourth column assumes the sale of all of the shares being offered by the Selling Stockholders pursuant to this prospectus. Under the terms of the convertible notes and the warrants, a Selling Stockholder selling stockholder may not convert the convertible notes or exercise the warrants to the extent such conversion or exercise would result in cause such Selling Stockholderselling stockholder, together with its affiliates and attribution partiesaffiliates, to beneficially own a number of shares of common stock which would exceed 4.999.99% or 9.99%, as applicable, of our then outstanding shares of common stock following such conversion or exercise, excluding for purposes of such determination shares of common stock issuable upon conversion of the convertible notes which have not been converted and upon exercise of such the warrants which have not been exercised. The number of shares in the second and fourth columns do column does not reflect this limitation. The Selling Stockholders selling stockholders may sell all, some or none of their shares in this offering. See “Plan of Distribution.” The undersigned beneficial owner Name of common stock (the “Registrable Securities”Selling Stockholder Number of Shares of Common Stock Beneficially Owned Prior to Offering(1) Maximum Number of Eterna Therapeutics Inc., a Delaware corporation (the “Company”Shares of Common Stock to be Sold Pursuant to this Prospectus(2) Number of Shares of Common Stock Beneficially Owned After Offering(3) Percentage of Shares Beneficially Owned After Offering(3), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, Holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.

SELLING STOCKHOLDERS. The shares of common stock being offered by the Selling Stockholders selling stockholders are those shares previously issued to the Selling Stockholdersselling stockholders, and those issuable to the Selling Stockholdersselling stockholders, upon conversion of the notes and exercise of the warrants. For additional information regarding the issuances of those shares of common stock, notes stock and warrants, see “Private Placements Placement of Shares of Common Stock, Notes Preferred Stock and Warrants” above. We are registering the shares of common stock in order to permit the Selling Stockholders selling stockholders to offer the shares for resale from time to time. Except for the ownership of the shares of common stock, notes preferred stock and the warrants and as otherwise disclosed for the selling stockholders whose other relationships are provided in the footnotes to the table that follows immediately below“Certain Relationships and Related Party Transactions”1, the Selling Stockholders selling stockholders have not had any material relationship with us within the past three years. The table below lists the Selling Stockholders selling stockholders and other information regarding the beneficial ownership of the shares of common stock by each of the Selling Stockholdersselling stockholders. The second column lists the number of shares of common stock beneficially owned by each Selling Stockholderselling stockholder, based on its ownership of the shares of common stock, notes stock and warrants, as of ________, 2023, assuming conversion of the notes and exercise of the warrants held by the Selling Stockholders selling stockholders on that date, in each case without regard to any limitations on conversion or exerciseexercises. The third column lists the shares of common stock being offered by this prospectus by the Selling Stockholdersselling stockholders. In accordance with the terms of a registration rights agreements Registration Rights Agreement with the Selling Stockholdersselling stockholders, this prospectus generally covers the resale of the sum of (i) the number of shares of common stock issued to the Selling Stockholders selling stockholders in the “Private Placements Placement of Shares of Common Stock, Notes Preferred Stock and Warrants” described above and (ii) the maximum number of shares of common stock issuable upon conversion of the notes and exercise of the related warrants, determined as if the notes and the outstanding warrants were converted into common stock or exercised in full, respectively, full as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, each as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the registration right agreementRegistration Rights Agreement, in each case without regard to any limitations on conversion of the notes or the exercise of the warrants. The fourth column assumes the sale of all of the shares offered by the Selling Stockholders selling stockholders pursuant to this prospectus. Under the terms of the warrants, a Selling Stockholder selling stockholder may not exercise the warrants to the extent such exercise would result in cause such Selling Stockholderselling stockholder, together with its affiliates and attribution parties, to beneficially own a number of shares of common stock which would exceed 4.99% or 9.99%, as applicable, [19.99]% of the number of shares of our then outstanding common stock outstanding following such exercise, excluding exercise (for purposes of such determination the denominator, immediately after giving effect to the issuance of shares of common stock issuable to be issued upon the applicable exercise of such warrants which have not been exercisedwarrant). The number of shares in the second and fourth columns do not reflect this limitation. The Selling Stockholders selling stockholders may sell all, some or none of their shares in this offering. See “Plan of Distribution.” 1 Note: To add based on questionnaire, given existing share ownership and board representation of certain selling stockholders. The undersigned beneficial owner of warrants exercisable into common stock (such, common stock, the “Registrable Securities”) of Eterna Harpoon Therapeutics Inc., a Delaware corporation (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, Holders holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.

SELLING STOCKHOLDERS. The shares of common stock being offered by the Selling Stockholders are those shares previously issued to the Selling Stockholders, and those issuable to the Selling Stockholders, upon conversion of the notes and exercise of the warrants. For additional information regarding the issuances of those shares of common stock, notes and warrants, see “"Private Placements of Shares Placement of Common Stock, Notes and Warrants” Shares" above. We are registering the shares of common stock in order to permit the Selling Stockholders to offer the shares for resale from time to time. Except for the ownership of the shares of common stock, notes stock and the warrants and as otherwise disclosed in the footnotes to the table that follows immediately belowother shares of common stock previously acquired by such Selling Stockholders, the Selling Stockholders have not had any material relationship with us the Company within the past three years. The table below lists the Selling Stockholders and other information regarding the beneficial ownership of the shares of common stock by each of the Selling Stockholders. The second column lists the number of shares of common stock beneficially owned by each Selling Stockholder, based on its ownership of the shares of common stock, notes and warrants, as of ________, 2023, assuming conversion of the notes and exercise of the warrants held by the Selling Stockholders on that date, in each case without regard to any limitations on conversion or exercise2016. The third column lists the shares of common stock being offered by this prospectus by the Selling Stockholders. In accordance with the terms of a registration rights agreements agreement with the Selling Stockholders, this prospectus generally covers the resale of the sum of (i) the number of shares of common stock issued to the Selling Stockholders in the “Private Placements of Shares of Common Stock__________________, Notes and Warrants” described above and (ii) the maximum number of shares of common stock issuable upon conversion of the notes and exercise of the warrants, determined as if the notes and the outstanding warrants were converted into common stock or exercised in full, respectively, as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, each as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the registration right agreement, in each case without regard to any limitations on conversion of the notes or the exercise of the warrantsRegistration Rights Agreement. The fourth column assumes the sale of all of the shares offered by the Selling Stockholders pursuant to this prospectus. Under the terms of the warrants, a Selling Stockholder may not exercise the warrants to the extent such exercise would result in such Selling Stockholder, together with its affiliates and attribution parties, to beneficially own a number of shares of common stock which would exceed 4.99% or 9.99%, as applicable, of our then outstanding common stock following such exercise, excluding for purposes of such determination shares of common stock issuable upon exercise of such warrants which have not been exercised. The number of shares in the second and fourth columns do not reflect this limitation. The Selling Stockholders may sell all, some or none of their shares in this offering. See “Plan of Distribution.” The undersigned beneficial owner of common stock (the “Registrable Securities”) of Eterna Therapeutics Inc.ImmuCell Corporation, a Delaware corporation (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, Holders holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.

SELLING STOCKHOLDERS. The shares of common stock being offered by the Selling Stockholders selling stockholders are those shares previously issued to the Selling Stockholdersselling stockholders, and those issuable to the Selling Stockholdersselling stockholders, upon conversion of the notes and Series C preferred stock or exercise of the warrantsPreferred Investment Options. For additional information regarding the issuances of those shares of common stock, notes stock and warrantsPreferred Investment Options, see “Private Placements Placement of Shares of Common Stock, Notes Series C Preferred Stock and WarrantsPreferred Investment Options” above. We are registering the shares of common stock in order to permit the Selling Stockholders selling stockholders to offer the shares for resale from time to time. Except for the ownership of the shares of common stock, notes stock and the warrants and as otherwise disclosed in the footnotes to the table that follows immediately belowPreferred Investment Options, the Selling Stockholders selling stockholders have not had any material relationship with us within the past three years. The table below lists the Selling Stockholders selling stockholders and other information regarding the beneficial ownership of the shares of common stock by each of the Selling Stockholdersselling stockholders. The second column lists the number of shares of common stock beneficially owned by each Selling Stockholderselling stockholder, based on its ownership of the shares of common stock, notes shares of Series C preferred stock and warrantsPreferred Investment Options, as of [________], 20232021, assuming conversion of the notes and exercise of the warrants Preferred Investment Options held by the Selling Stockholders selling stockholders on that date, in each case without regard to any limitations on conversion or exerciseexercises. The third column lists the shares of common stock being offered by this prospectus by the Selling Stockholdersselling stockholders. In accordance with the terms of a the registration rights agreements agreement with the Selling Stockholdersselling stockholders, this prospectus generally covers the resale of the sum of (i) the number of shares of common stock issued to the Selling Stockholders in the “Private Placements of Shares of Common Stock, Notes and Warrants” described above and (ii) the maximum number of shares of common stock issued or issuable to the selling stockholders upon conversion of the notes and Series C preferred stock or exercise of the warrantsPreferred Investment Options, in each case as described in the “Private Placement of Series C Preferred Stock and Preferred Investment Options” above, determined as if the notes and the outstanding warrants such securities were converted into common stock or exercised in full, respectively, as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, each as of the trading day immediately preceding the applicable date of determination determination, and all subject to adjustment as provided in the registration right agreement, in each case without regard to any limitations on the conversion of the notes or the exercise of the warrantsthereof. The fourth column assumes the sale of all of the shares offered by the Selling Stockholders selling stockholders pursuant to this prospectus. Under the terms of the warrantsSeries C preferred stock and the Preferred Investment Options, a Selling Stockholder selling stockholder may not convert or exercise the warrants such securities to the extent such conversion or exercise would result in cause such Selling Stockholderselling stockholder, together with its affiliates and attribution parties, to beneficially own a number of shares of common stock which would exceed 4.999.99% or 9.99%, as applicable, of our then outstanding common stock following such exercise, excluding for purposes of such determination shares of common stock issuable upon conversion or exercise of such warrants securities which have not been exercised. The number of shares in the second and fourth columns do column does not reflect this limitation. The Selling Stockholders selling stockholders may sell all, some or none of their shares in this offering. See “Plan of Distribution.” The undersigned beneficial owner of common stock (the “Registrable Securities”) of Eterna Therapeutics Inc.CytRx Corporation, a Delaware corporation (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, Holders holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.

SELLING STOCKHOLDERS. The shares of common stock being offered by the Selling Stockholders selling stockholders are those shares previously issued to the Selling Stockholders, Stockholders and those issuable to the Selling Stockholders, Stockholders upon conversion of the notes and exercise of the warrants. For additional information regarding the issuances of those shares of common stock, notes stock and the warrants, see “"Private Placements of Shares Placement of Common Stock, Notes Shares and Warrants” " above. We are registering the shares of common stock in order to permit the Selling Stockholders selling stockholders to offer the shares for resale from time to time. Except for the ownership of the shares of common stock, notes stock and the warrants and as otherwise disclosed in the footnotes to the table that follows immediately belowwarrants, the Selling Stockholders selling stockholders have not had any material relationship with us within the past three years. The table below lists the Selling Stockholders selling stockholders and other information regarding the beneficial ownership of the shares of common stock by each of the Selling Stockholdersselling stockholders. The second column lists the number of shares of common stock beneficially owned by each Selling Stockholderselling shareholder, based on its ownership of the shares of common stock, notes stock and the warrants, as of ________, 20232007, assuming conversion of the notes and exercise of the warrants held by the Selling Stockholders selling stockholders on that date, in each case without regard to any limitations on conversion or exercise. The third column lists the shares of common stock being offered by this prospectus by the Selling Stockholdersselling stockholders. In accordance with the terms of a registration rights agreements with the Selling Stockholdersholders of the shares of common stock and the warrants, this prospectus generally covers the resale of at least the sum of (i) the number of shares of common stock issued to the Selling Stockholders in the “Private Placements of Shares of Common Stock, Notes and Warrants” described above and (ii) 100% of the maximum number of shares of common stock issued and issuable upon conversion of the notes and exercise of the related warrants, determined as if the notes and the outstanding warrants were converted into common stock or exercised exercised, as applicable, in full, respectively, as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, each as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the registration right agreement, in each case without regard to any limitations on conversion of the notes or the exercise of the warrants. The fourth column assumes the sale of all of the shares offered by the Selling Stockholders selling stockholders pursuant to this prospectus. Under the terms of the warrants, a Selling Stockholder selling stockholder may not exercise the warrants warrants, to the extent such exercise would result in cause such Selling Stockholderselling stockholder, together with its affiliates and attribution partiesaffiliates, to beneficially own a number of shares of common stock which would exceed 4.99% or 9.99%, as applicable, of our then outstanding shares of common stock following such exercise, excluding for purposes of such determination shares of common stock issuable upon exercise of such the warrants which have not been exercised. The number of shares in the second and fourth columns do column does not reflect this limitation. The Selling Stockholders selling stockholders may sell all, some or none of their shares in this offering. See “"Plan of Distribution.” The undersigned beneficial owner of common stock (the “Registrable Securities”) of Eterna Therapeutics Inc." Investcorp Interlachen Multi-Strategy Master Fund Enable Opportunity Partners LP Enable Growth Partners LP Txxxxx X. Maciolski Aton Balanced Fund Ltd. Aton Ventures Fund Ltd. Asset Protection Fund Ltd. Dxxxx Xxxx CJL Family Trust Jxx Xxxxxx Mxxxxxx Xxxxx HSBC Private Bank Monaco Castlerigg Master Investments Ltd. Centrum Bank AG VADUZ JX Xxxxxxxx, a Delaware corporation (the “Company”), understands that the Company has filed or intends to file with the Securities Zurich Sxx. Oxxxxxxxx Jr + CIE Nxxxxxx X Xxxxxx Txx Xxxx and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration Nxxxx Xxxx Living Trust Rxxxxx X. Xxxxxxxxxx Rxxxxxx Xxxxxxx Cxxxxxx Xxxxxxx Rxx Axxx Xxxxx Habib Bank AG Zurich Jxxx Xxxxxxx Mxxxxxx Xxxxxxx Jxxxxx Xxxx Pie Investments W.L.C.P Corp Fxxxxxxx Xxxxxxxx Mxxxxxx X. Mxxxxx Xxxxx and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, Holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.Hxxxxx Jxxx Xxxxxx Bank Zeurich Cxxxxx Long Titan Investments Corp. Cxxxxx Xxxxxxxx Cxxxxxx Xxxxxxxx Dxxxx Xxxxxxx Nxxx Xxxxxxx Cxxxxxxxx Xxxxxxx Gxxxxxx Xxxxxx Rxxxxx Xxxxxxxx Lxxx Xxxxxxxx Txx Xxxxxx Miles Sxxx Ixx Xxxxxxx Nxxxx Xxxxxx Lxxx Xxxxxx 0

SELLING STOCKHOLDERS. The shares of common stock Common Stock being offered by the Selling Stockholders selling stockholders are those shares previously issued to issuable upon exercise of the Selling Stockholderswarrant, and those issuable to the Selling Stockholders, upon conversion of the notes convertible debentures and upon exercise of the warrantsdefault warrant. For additional information regarding the issuances issuance of those shares of common stockwarrants, convertible notes and default warrants, see “Private Placements Placement of Shares of Common StockWarrant, Notes Convertible Debenture and WarrantsDefault Warrant” above. We are registering the shares of common stock Common Stock in order to permit the Selling Stockholders selling stockholders to offer the shares for resale from time to time. Except as otherwise notes and except for the ownership of the shares of common stockwarrant, notes the convertible debenture and the warrants and as otherwise disclosed in the footnotes default warrant issued pursuant to the table that follows immediately belowNote and Warrant Purchase Agreement, the Selling Stockholders selling stockholders have not had any material relationship with us within the past three years. The table below lists the Selling Stockholders selling stockholders and other information regarding the beneficial ownership of the shares of common stock Common Stock by each of the Selling Stockholdersselling stockholders. The second column lists the number of shares of common stock Common Stock beneficially owned by each Selling Stockholderselling stockholder, based on his or its ownership of the shares of common stockwarrant, notes the convertible debenture and warrantsthe default warrant, as of ________, 2023200 , assuming exercise of the warrant, conversion of the notes convertible debenture and exercise of the warrants default warrant held by the Selling Stockholders selling stockholders on that date, in each case without regard to any limitations on conversion conversions or exercise. The third column lists the shares of common stock Common Stock being offered by this prospectus by the Selling Stockholdersselling stockholders. In accordance with the terms of a registration rights agreements agreement with the Selling Stockholdersselling stockholders, this prospectus generally covers the resale of the sum of at least (i) 300% of the number of shares of common stock Conversion Shares issued and issuable pursuant to the Selling Stockholders in the “Private Placements of Shares of Common Stock, Notes and Warrants” described above and (ii) the maximum number of shares of common stock issuable upon conversion of the notes and exercise of the warrants, determined as if the notes and the outstanding warrants were converted into common stock or exercised in full, respectively, convertible debenture as of the trading day immediately preceding the date this the registration statement was is initially filed with the SEC, each and (ii) 100% of the number of warrant shares and default warrant shares issued and issuable pursuant to the warrant and the default warrant as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the registration right agreement, in each case without regard to any limitations on conversion statement is initially filed with the SEC. Because the exercise price of the notes or warrant, the conversion price of the convertible debenture and the exercise price of the warrantsdefault warrant may be adjusted, the number of shares that will actually be issued may be more or less than the number of shares being offered by this prospectus. The fourth column assumes the sale of all of the shares offered by the Selling Stockholders selling stockholders pursuant to this prospectus. Under the terms of the warrantswarrant, the convertible debenture and the default warrant, a Selling Stockholder selling stockholder may not exercise the warrants warrant, convert the convertible debenture or exercise the default warrant to the extent such conversion or exercise would result in cause such Selling Stockholderselling stockholder, together with his or its affiliates and attribution partiesaffiliates, to beneficially own a number of shares of common stock Common Stock which would exceed 4.99% or 9.99%, as applicable, of our then outstanding common stock shares of Common Stock following such conversion or exercise, excluding for purposes of such determination shares of common stock Common Stock issuable upon exercise of such warrants the warrant, conversion of the convertible debenture which have not been converted and upon exercise of the default warrant which have not been exercised. The number of shares in the second and fourth columns do column does not reflect this limitation. The Selling Stockholders selling stockholders may sell all, some or none of their shares in this offering. See “Plan of Distribution.” The undersigned beneficial owner Each Selling Stockholder (the “Selling Stockholders”) of the common stock and any of their pledgees, assignees and successors-in-interest may, from time to time, sell any or all of their shares of common stock (on the “Registrable Securities”) or any other stock exchange, market or trading facility on which the shares are traded or in private transactions. These sales may be at fixed or negotiated prices. A Selling Stockholder may use any one or more of Eterna Therapeutics Inc., the following methods when selling shares: · ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers; · block trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a Delaware corporation (portion of the “Company”), understands that block as principal to facilitate the Company has filed or intends to file transaction; · purchases by a broker-dealer as principal and resale by the broker-dealer for its account; · an exchange distribution in accordance with the Securities and Exchange Commission (rules of the “Commission”) applicable exchange; · privately negotiated transactions; · broker-dealers may agree with the Selling Stockholders to sell a registration statement (specified number of such shares at a stipulated price per share; · through the “Registration Statement”) for the registration and resale writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise; · a combination of any such methods of sale; or · any other method permitted pursuant to applicable law. The Selling Stockholders may also sell shares under Rule 415 of 144 under the Securities Act of 1933, as amended (the “Securities Act”), if available, rather than under this prospectus. Broker-dealers engaged by the Selling Stockholders may arrange for other brokers-dealers to participate in sales. Broker-dealers may receive commissions or discounts from the Selling Stockholders (or, if any broker-dealer acts as agent for the purchaser of shares, from the purchaser) in amounts to be negotiated, but, except as set forth in a supplement to this Prospectus, in the case of an agency transaction not in excess of a customary brokerage commission in compliance with NASDR Rule 2440; and in the case of a principal transaction a markup or markdown in compliance with NASDR IM-2440. In connection with the sale of the Registrable Securitiescommon stock or interests therein, the Selling Stockholders may enter into hedging transactions with broker-dealers or other financial institutions, which may in turn engage in short sales of the Common Stock in the course of hedging the positions they assume. The Selling Stockholders may also enter into option or other transactions with broker-dealers or other financial institutions or the creation of one or more derivative securities which require the delivery to such broker-dealer or other financial institution of shares offered by this prospectus, which shares such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction). The Selling Stockholders and any broker-dealers or agents that are involved in selling the shares may be deemed to be “underwriters” within the meaning of the Securities Act in connection with such sales. In such event, any commissions received by such broker-dealers or agents and any profit on the resale of the shares purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act. Each Selling Stockholder has informed the Company that he or it does not have any written or oral agreement or understanding, directly or indirectly, with any person to distribute the Common Stock. In no event shall any broker-dealer receive fees, commissions and markups which, in accordance the aggregate, would exceed eight percent (8%). The Company is required to pay certain fees and expenses incurred by the Company incident to the registration of the shares. The Company has agreed to indemnify the Selling Stockholders against certain losses, claims, damages and liabilities, including liabilities under the Securities Act. Because Selling Stockholders may be deemed to be “underwriters” within the meaning of the Securities Act, they will be subject to the prospectus delivery requirements of the Securities Act including Rule 172 thereunder. In addition, any securities covered by this prospectus which qualify for sale pursuant to Rule 144 under the Securities Act may be sold under Rule 144 rather than under this prospectus. There is no underwriter or coordinating broker acting in connection with the terms proposed sale of the resale shares by the Selling Stockholders. We agreed to keep this prospectus effective until the earlier of (i) the date on which the shares may be resold by the Selling Stockholders without registration and without regard to any volume limitations by reason of Rule 144(k) under the Securities Act or any other rule of similar effect or (ii) all of the shares have been sold pursuant to this prospectus or Rule 144 under the Securities Act or any other rule of similar effect. The resale shares will be sold only through registered or licensed brokers or dealers if required under applicable state securities laws. In addition, in certain states, the resale shares may not be sold unless they have been registered or qualified for sale in the applicable state or an exemption from the registration or qualification requirement is available and is complied with. Under applicable rules and regulations under the Exchange Act, any person engaged in the distribution of the resale shares may not simultaneously engage in market making activities with respect to the common stock for the applicable restricted period, as defined in Regulation M, prior to the commencement of the distribution. In addition, the Selling Stockholders will be subject to applicable provisions of the Exchange Act and the rules and regulations thereunder, including Regulation M, which may limit the timing of purchases and sales of shares of the common stock by the Selling Stockholders or any other person. We will make copies of this prospectus available to the Selling Stockholders and have informed them of the need to deliver a copy of this prospectus to each purchaser at or prior to the time of the sale (including by compliance with Rule 172 under the Securities Act). Attention: Re: OPEN ENERGY CORPORATION Ladies and Gentlemen: We are counsel to Open Energy Corporation, a Nevada corporation (the “Company”), and have represented the Company in connection with that certain Note and Warrant Purchase Agreement (the “Note and Warrant Purchase Agreement”) entered into by and among the Company and the Holder named therein (collectively, the “Holders”) pursuant to which the Company issued to the Holder shares of its Common Stock, par value $0.01 per share (the “Common Stock”). Pursuant to the Purchase Agreement, the Company also has entered into a Registration Rights Agreement with the Holder (the “Registration Rights Agreement”) pursuant to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at agreed, among other things, to register the address set forth below. All capitalized terms not otherwise Registrable Securities (as defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement) under the Securities Act of 1933, as amended (the “Securities Act”). Certain legal consequences arise from being named In connection with the Company’s obligations under the Registration Rights Agreement, on , the Company filed a Registration Statement on Form (File No. 333- ) (the “Registration Statement”) with the Securities and Exchange Commission (the “SEC”) relating to the Registrable Securities which names each of the Holder as a selling stockholder in there under. In connection with the foregoing, we advise you that a member of the SEC’s staff has advised us by telephone that the SEC has entered an order declaring the Registration Statement effective under the Securities Act at [ENTER TIME OF EFFECTIVENESS] on [ENTER DATE OF EFFECTIVENESS] and we have no knowledge, after telephonic inquiry of a member of the SEC’s staff, that any stop order suspending its effectiveness has been issued or that any proceedings for that purpose are pending before, or threatened by, the SEC and the related prospectus. Accordingly, Holders and beneficial owners of Registrable Securities are advised available for resale under the Securities Act pursuant to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.Statement. Very truly yours, By:

SELLING STOCKHOLDERS. The shares of common stock Common Stock being offered by the Selling Stockholders selling stockholders are those shares previously issued to the Selling Stockholdersselling stockholders, and those issuable to the Selling Stockholdersselling stockholders, upon conversion of the notes and exercise of the warrants. For additional information regarding the issuances of those shares of common stock, notes Common Stock and warrants, see “Private Placements Placement of Shares shares of Common Stock, Notes Stock and Warrants” above. We are registering the shares of common stock Common Stock in order to permit the Selling Stockholders selling stockholders to offer the shares Common Stock for resale from time to time. Except for the ownership of the shares of common stock, notes Common Stock and the warrants and as otherwise disclosed in the footnotes to the table that follows immediately belowwarrants, the Selling Stockholders selling stockholders have not had any material relationship with us within the past three years. The table below lists the Selling Stockholders selling stockholders and other information regarding the beneficial ownership of the shares of common stock Common Stock by each of the Selling Stockholdersselling stockholders. The second column lists the number of shares of common stock Common Stock beneficially owned by each Selling Stockholderselling stockholder, based on its ownership of the shares of common stock, notes Common Stock and warrants, as of ________[●], 20232024, assuming conversion of the notes and exercise of the warrants held by the Selling Stockholders selling stockholders on that date, in each case without regard to any limitations on conversion or exerciseexercises. The third column lists the shares of common stock Common Stock being offered by this prospectus by the Selling Stockholdersselling stockholders. In accordance with the terms of a registration rights agreements agreement with the Selling Stockholdersselling stockholders, this prospectus generally covers the resale of the sum of (i) the number of shares of common stock Common Stock issued to the Selling Stockholders selling stockholders in the “Private Placements Placement of Shares shares of Common Stock, Notes Stock and Warrants” described above and (ii) the maximum number of shares of common stock Common Stock issuable upon conversion of the notes and exercise of the related warrants, determined as if the notes and the outstanding warrants were converted into common stock or exercised in full, respectively, full as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, each as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the registration right rights agreement, in each case without regard to any limitations on conversion of the notes or the exercise of the warrants. The fourth column assumes the sale of all of the shares Common Stock offered by the Selling Stockholders selling stockholders pursuant to this prospectus. Under the terms of the warrants, a Selling Stockholder selling stockholder may not exercise the warrants to the extent such exercise would result in cause such Selling Stockholderselling stockholder, together with its affiliates and attribution parties, to beneficially own a number of shares of common stock Common Stock which would exceed 4.99% or 9.99%, as applicable, of our then outstanding common stock Common Stock following such exercise, excluding for purposes of such determination shares of common stock Common Stock issuable upon exercise of such the warrants which that have not been exercised. The number of shares Common Stock in the second and fourth columns do column does not reflect this limitation. The Selling Stockholders selling stockholders may sell all, some or none of their shares Common Stock in this offering. See “Plan of Distribution.” The undersigned beneficial owner of common stock shares of Common Stock (the “Registrable Securities”) of Eterna Therapeutics Zoomcar Holdings, Inc., a Delaware corporation (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, Holders holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.

SELLING STOCKHOLDERS. The shares of common stock Common Stock being offered by the Selling Stockholders selling stockholders are those shares previously issued to the Selling Stockholders, and those issuable to the Selling Stockholders, upon conversion of the notes convertible debentures and upon exercise of the warrants. For additional information regarding the issuances issuance of those shares of common stock, convertible notes and warrants, see “Private Placements Placement of Shares of Common Stock, Notes Convertible Debentures and Warrants” above. We are registering the shares of common stock Common Stock in order to permit the Selling Stockholders selling stockholders to offer the shares for resale from time to time. Except as otherwise notes and except for the ownership of the shares of common stock, notes convertible Debentures and the warrants and as otherwise disclosed in the footnotes issued pursuant to the table that follows immediately belowSecurities Purchase Agreement, the Selling Stockholders selling stockholders have not had any material relationship with us within the past three years. [Complete description of the transaction and use of proceeds to be inserted by the Company] The table below lists the Selling Stockholders selling stockholders and other information regarding the beneficial ownership of the shares of common stock Common Stock by each of the Selling Stockholdersselling stockholders. The second column lists the number of shares of common stock Common Stock beneficially owned by each Selling Stockholderselling stockholder, based on its ownership of the shares of common stock, notes convertible debentures and warrants, as of ________, 2023200_, assuming conversion of the notes all convertible debentures and exercise of the warrants held by the Selling Stockholders selling stockholders on that date, in each case without regard to any limitations on conversion conversions or exercise. The third column lists the shares of common stock Common Stock being offered by this prospectus by the Selling Stockholdersselling stockholders. In accordance with the terms of a registration rights agreements agreement with the Selling Stockholdersselling stockholders, this prospectus generally covers the resale of the sum of at least (i) ____ of the Conversion Shares issued and issuable pursuant to the convertible debentures, and (ii) _____ of the warrant shares issued and issuable pursuant to the warrants. Because the conversion price of the convertible debentures and the exercise price of the warrants may be adjusted, the number of shares of common stock that will actually be issued to may be more or less than the Selling Stockholders in the “Private Placements of Shares of Common Stock, Notes and Warrants” described above and (ii) the maximum number of shares of common stock issuable upon conversion of the notes and exercise of the warrants, determined as if the notes and the outstanding warrants were converted into common stock or exercised in full, respectively, as of the trading day immediately preceding the date being offered by this registration statement was initially filed with the SEC, each as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the registration right agreement, in each case without regard to any limitations on conversion of the notes or the exercise of the warrantsprospectus. The fourth column assumes the sale of all of the shares offered by the Selling Stockholders selling stockholders pursuant to this prospectus. Under the terms of the convertible debentures and the warrants, a Selling Stockholder selling stockholder may not convert the convertible debentures or exercise the warrants to the extent such conversion or exercise would result in cause such Selling Stockholderselling stockholder, together with its affiliates and attribution partiesaffiliates, to beneficially own a number of shares of common stock Common Stock which would exceed 4.99% or 9.99%, as applicable, of our then outstanding common stock shares of Common Stock following such conversion or exercise, excluding for purposes of such determination shares of common stock Common Stock issuable upon conversion of the convertible debentures which have not been converted and upon exercise of such the warrants which have not been exercised. The number of shares in the second and fourth columns do column does not reflect this limitation. The Selling Stockholders selling stockholders may sell all, some or none of their shares in this offering. See “"Plan of Distribution.” The undersigned beneficial owner " Name of common stock Selling Stockholder Number of Shares Owned Prior to Offering Maximum Number of Shares to be Sold Pursuant to this Prospectus Number of Shares Owned After Offering (the “Registrable Securities”1) of Eterna Therapeutics Inc.Cornell Capital Partners, L.P. is a Delaware corporation (the “Company”)Cayman Island limited partnership. Cornell is managed by Yorkville Advisors, understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) LLC. Investment decisions for the registration and resale under Rule 415 of the Securities Act of 1933Yorkville Advisors are made by Xxxx Xxxxxx, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, Holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectusits portfolio manager.

SELLING STOCKHOLDERS. The selling stockholders may offer and sell, from time to time, any or all of the shares of common stock being offered for resale by the Selling Stockholders are those this prospectus, which consists of: ● up to [●] shares previously issued of common stock; ● up to the Selling Stockholders, and those [●] shares of common stock issuable to the Selling Stockholders, upon conversion of the notes and exercise of the pre-funded warrants; and ● up to [●] shares of common stock issuable upon exercise of the common stock warrants. For additional information regarding the issuances issuance of those shares of common stock, notes and warrantsthese securities, see the section titled “Private Placements Placement of Shares of Common Stock, Notes Pre-Funded Warrants and Common Stock Warrants.” above. We are registering the shares of common stock in order to permit the Selling Stockholders to offer the shares for resale from time to time. Except for the ownership of the shares of common stock, notes stock and the warrants and as otherwise disclosed in the footnotes to the table that follows immediately belowwarrants, the Selling Stockholders selling stockholders have not had any material relationship with us within the past three years. The As used in this prospectus, the term “selling stockholders” includes the selling stockholders listed in the table below lists below, together with any additional selling stockholders listed in a subsequent amendment to this prospectus, and their donees, pledgees, assignees, transferees, distributees and successors-in-interest that receive shares in any non-sale transfer after the Selling Stockholders and other information regarding the beneficial ownership date of the shares of common stock by each of the Selling Stockholders. The second column lists the number of shares of common stock beneficially owned by each Selling Stockholder, based on its ownership of the shares of common stock, notes and warrants, as of ________, 2023, assuming conversion of the notes and exercise of the warrants held by the Selling Stockholders on that date, in each case without regard to any limitations on conversion or exercise. The third column lists the shares of common stock being offered by this prospectus by the Selling Stockholdersprospectus. In accordance with the terms of a registration rights agreements agreement with the Selling Stockholdersselling stockholders, this prospectus generally covers the resale of the sum of (i) the number of shares of common stock issued to the Selling Stockholders in the “Private Placements of Shares of Common Stock, Notes selling stockholders and Warrants” described above and (ii) the maximum number of shares of common stock issuable upon conversion of the notes and exercise of the warrants, determined as if the notes pre-funded warrants and the outstanding warrants were converted into common stock or exercised in full, respectively, as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, each as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the registration right agreement, in each case warrants without regard to any limitations on conversion of the notes or the exercise of the such warrants. The fourth column assumes the sale of all of the shares offered by the Selling Stockholders pursuant to this prospectus. Under the terms of the warrantspre-funded warrants and common stock warrants held by selling stockholders, a Selling Stockholder selling stockholder may not exercise the any such warrants to the extent such exercise would result in cause such Selling Stockholderselling stockholder, together with its affiliates and attribution parties, to beneficially own a number of shares of common stock which would exceed 4.99% or 9.99%, as applicable, of our then outstanding shares common stock following such exercise, excluding for purposes of such determination shares of common stock issuable upon exercise of such warrants which have not been exercised. The table below lists the selling stockholders and other information regarding the beneficial ownership of the shares of common stock by each of the selling stockholders as of March 31, 2024, assuming the full exercise of the warrants held by the selling stockholders on that date, without regard to any limitations on exercises. The following table also provides the number of shares in of common stock that may be sold by each selling stockholder under this prospectus and that each selling stockholder will beneficially own assuming all the second and fourth columns do not reflect shares of common stock that may be offered pursuant to this limitationprospectus are sold. The Selling Stockholders Because each selling stockholder may sell dispose of all, none or some or none portion of their shares in of common stock, no estimate can be given as to the number of shares of common stock that will be beneficially owned by a selling stockholder upon termination of this offering. For purposes of the table below; however, we have assumed that after termination of this offering none of the shares of common stock covered by this prospectus will be beneficially owned by the selling stockholders and further assumed that the selling stockholders will not acquire beneficial ownership of any additional securities during the offering. In addition, the selling stockholders may have sold, transferred or otherwise disposed of, or may sell, transfer or otherwise dispose of, at any time and from time to time, our securities in transactions exempt from the registration requirements of the Securities Act after the date on which the information in the table is presented. See the section titled “Plan of Distribution.” The undersigned beneficial owner of common stock (the “Registrable Securities”) of Eterna Therapeutics Surrozen, Inc., a Delaware corporation (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which the undersigned is a party and to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. In order to sell or otherwise dispose of the Registrable Securities pursuant to the Registration Statement, you will be required to be named as a selling securityholder in the prospectus included in the Registration Statement and one or more supplements thereto (as so supplemented, the “Prospectus”), and deliver the Prospectus to purchasers of the Registrable Securities (including pursuant to Rule 172 under the Securities Act). Therefore, you must complete and deliver this questionnaire (the “Questionnaire”) in order to be named as a selling securityholder in the Prospectus. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, Holders holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectusProspectus.

SELLING STOCKHOLDERS. The shares of common stock being offered by the Selling Stockholders selling stockholders are those shares previously issued to the Selling Stockholdersselling stockholders, and those issuable to the Selling Stockholdersselling stockholders, upon conversion of the notes and exercise of the warrants. For additional information regarding the issuances of those shares of common stock, notes stock and warrants, see “Private Placements Placement of Shares of Common Stock, Notes Stock and Warrants” above. We are registering the shares of common stock in order to permit the Selling Stockholders selling stockholders to offer the shares for resale from time to time. Except for the ownership of the shares of common stock, notes stock and the warrants and as otherwise disclosed in the footnotes to the table that follows immediately belowwarrants, the Selling Stockholders selling stockholders have not had any material relationship with us within the past three years. The table below lists the Selling Stockholders selling stockholders and other information regarding the beneficial ownership of the shares of common stock by each of the Selling Stockholdersselling stockholders. The second column lists the number of shares of common stock beneficially owned by each Selling Stockholderselling stockholder, based on its ownership of the shares of common stock, notes stock and warrants, as of ________, 20232024, assuming conversion of the notes and exercise of the warrants held by the Selling Stockholders selling stockholder on that date, in each case without regard to any limitations on conversion or exercise. The third column lists the shares of common stock being offered by this prospectus by the Selling Stockholdersselling stockholders. In accordance with the terms of a registration rights agreements agreement with the Selling Stockholdersselling stockholders, this prospectus generally covers the resale of the sum of (i) sum of the number of shares of common stock issued to the Selling Stockholders selling stockholders in the “Private Placements Placement of Shares of Common Stock, Notes Stock and Warrants” described above and (ii) the maximum number of shares of common stock issuable upon conversion of the notes and exercise of the related warrants, determined as if the notes and the outstanding warrants were converted into common stock or exercised in full, respectively, full as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, each as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the registration right agreement, in each case without regard to any limitations on conversion of the notes or the exercise of the warrants. The fourth column assumes the sale of all of the shares offered by the Selling Stockholders selling stockholders pursuant to this prospectus. Under the terms of the warrants, a Selling Stockholder selling stockholder may not exercise the warrants to the extent such exercise would result in cause such Selling Stockholderselling stockholder, together with its affiliates and attribution parties, to beneficially own a number of shares of common stock which would exceed 4.99% or 9.99%, as applicable, of our then outstanding common stock following such exercise, excluding for purposes of such determination shares of common stock issuable upon exercise of such warrants which have not been exercised. The number of shares in the second and fourth columns do not reflect this limitation. The Selling Stockholders selling stockholders may sell all, some or none of their shares in this offering. See “"Plan of Distribution.” " ACTIVE/126986318.4 The undersigned beneficial owner of common stock and warrants to purchase common stock (such shares of common stock, the “Registrable Securities”) of Eterna Therapeutics Celularity Inc., a Delaware corporation (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Investor Rights Agreement (the “Registration Investor Rights Agreement”) to which this document is annexed. A copy of the Registration Investor Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Investor Rights Agreement. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, Holders holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.

SELLING STOCKHOLDERS. The shares of common stock being offered by the Selling Stockholders selling stockholders are those shares previously issued to the Selling Stockholdersselling stockholders, and and/or those issuable to the Selling Stockholdersselling stockholders, upon conversion of the notes shares of Series A Preferred Stock and exercise of the warrants. For additional information regarding the issuances of those shares of common stock, notes stock and warrants, see “Private Placements Placement of Shares of Common Stock, Notes Preferred Stock and Warrants” above. We are registering the shares of common stock in order to permit the Selling Stockholders selling stockholders to offer the shares for resale from time to time. Except for the ownership of the shares of common stock, notes and the warrants and as otherwise disclosed in the footnotes to the table that follows immediately belowour securities, the Selling Stockholders selling stockholders have not had any material relationship with us within the past three years. The table below lists the Selling Stockholders selling stockholders and other information regarding the beneficial ownership of the shares of common stock by each of the Selling Stockholdersselling stockholders. The second column lists the number of shares of common stock beneficially owned by each Selling Stockholderselling stockholder, based on its ownership of the shares of common stock, notes and warrantsour securities, as of ________, 2023, assuming conversion of the notes Series A Preferred Stock and exercise of the warrants held by the Selling Stockholders selling stockholders on that date, in each case without regard to any limitations on conversion or exerciseexercises. The third column lists the shares of common stock being offered by this prospectus by the Selling Stockholdersselling stockholders. In accordance with the terms of a registration rights agreements agreement with the Selling Stockholdersselling stockholders, this prospectus generally covers the resale of the sum of (i) the number of shares of common stock issued to the Selling Stockholders in selling stockholders upon conversion of the “Private Placements of Shares of Common Stock, Notes and Warrants” described above Series A Preferred Stock and (ii) the maximum number of shares of common stock issuable upon conversion of the notes Series A Preferred Stock and exercise of the related warrants, determined as if the notes outstanding Series A Preferred Stock was fully converted and the outstanding related warrants were converted into common stock or exercised in full, respectively, full as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, each as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the registration right agreement, in each case without regard to any limitations on the conversion of the notes Series A Preferred Stock or the exercise of the related warrants. The fourth column assumes the sale of all of the shares offered by the Selling Stockholders selling stockholders pursuant to this prospectus. Under the terms of the warrants, a Selling Stockholder selling stockholder may not convert the Series A Preferred Stock or exercise the related warrants to the extent such exercise would result in cause such Selling Stockholderselling stockholder, together with its affiliates and attribution parties, to beneficially own a number of shares of common stock which would exceed 4.99% or 9.99%, as applicable, of our then outstanding common stock following such exercise, excluding for purposes of such determination shares of common stock issuable upon exercise of such warrants which have not been exercisedcalculated as specified in the Series A Preferred Stock and the related warrants. The number of shares in the second and fourth columns do not reflect this limitation. The Selling Stockholders selling stockholders may sell all, some or none of their shares in this offering. See “"Plan of Distribution.” " Name of Selling stockholder Number of shares of Common Stock Owned Prior to Offering Maximum Number of shares of Common Stock to be Sold Pursuant to this Prospectus Number of shares of Common Stock Owned After Offering The undersigned beneficial owner of common stock (the “Registrable Securities”) of Eterna Therapeutics SmartKem, Inc., a Delaware corporation (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, Holders holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.

SELLING STOCKHOLDERS. The shares of common stock being offered by the Selling Stockholders are those shares previously issued to the Selling Stockholders, and those issuable to the Selling Stockholders, upon conversion of the notes and exercise of the warrantsconvertible notes. For additional information regarding the issuances of those shares of common stock, notes stock and warrantsconvertible notes, see “Private Placements Placement of Shares of Common Stock, Notes and WarrantsConvertible Notes” above. We are registering the shares of common stock in order to permit the Selling Stockholders to offer the shares for resale from time to time. Except for the ownership of the shares of common stock, these convertible notes and the warrants and as otherwise disclosed in the footnotes to the table that follows immediately set forth below, the Selling Stockholders have not had any material relationship with us within the past three years. : [•] The table below lists the Selling Stockholders and other information regarding the beneficial ownership of the shares of common stock by each of the Selling Stockholders. The second column lists the number of shares of common stock beneficially owned by each Selling Stockholder, based on its ownership of the shares of common stock, notes stock and warrantsconvertible notes, as of ________, 20232018, assuming conversion of the convertible notes and exercise of the warrants held by the Selling Stockholders on that date, in each case without regard to any limitations on conversion or exerciseconversions. The third column lists the shares of common stock being offered by this prospectus by the Selling Stockholders. In accordance with the terms of a registration rights agreements agreement with the Selling Stockholders, this prospectus generally covers the resale of the sum of (i) the number of shares of common stock issued to the Selling Stockholders in the “Private Placements of Shares of Common Stock, Notes and Warrants” described above __________________ and (ii) the maximum number of shares of common stock issuable upon conversion of the notes and exercise of the warrantsrelated convertible notes, determined as if the outstanding convertible notes and the outstanding warrants were converted into common stock or exercised in full, respectively, full as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, each as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the registration right agreement, in each case without regard to any limitations on the conversion of the notes or the exercise of the warrantsconvertible notes. The fourth column assumes the sale of all of the shares offered by the Selling Stockholders pursuant to this prospectus. Under the terms of the warrantsconvertible notes, a Selling Stockholder may not exercise convert the warrants convertible notes to the extent such exercise conversion would result in cause such Selling Stockholder, together with its affiliates and attribution parties, to beneficially own a number of shares of common stock which would exceed 4.99% or 9.99%, as applicable, [4.99]% of our then outstanding common stock following such exerciseconvert, excluding for purposes of such determination shares of common stock issuable upon exercise conversion of such warrants the convertible notes which have not been exercisedconverted. The number of shares in the second and fourth columns do column does not reflect this limitation. The Selling Stockholders may sell all, some or none of their shares in this offering. See “Plan of Distribution.” The undersigned beneficial owner of common stock (the “Registrable Securities”) of Eterna Therapeutics Inc., a Delaware corporation (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, Holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.

SELLING STOCKHOLDERS. The shares of common stock being offered by the Selling Stockholders selling stockholders are those shares previously issued to the Selling Stockholders, and those issuable to the Selling Stockholders, selling stockholders upon [conversion of the notes and exercise of the warrants]. For additional information regarding the issuances issuance of those shares of common stock, the [notes and the warrants], see “Private Placements Placement of Shares of Common Stock, Notes and WarrantsNotes” above. We are registering the shares of common stock in order to permit the Selling Stockholders selling stockholders to offer the shares for resale [from time to time]. Except for the ownership of [the shares notes issued pursuant to and in connection with the Securities Purchase Agreement, and the warrants issued pursuant to and the agreements governing our engagement of common stock, MDB Capital Group LLC as a placement agent for the private placement of the notes and the warrants engagement of MDB Capital Group LLC as an underwriter for a public offering of common stock by the Company, and our engagement of an affiliate of MDB Capital Group LLC as otherwise disclosed a consultant in respect of our patents and intellectual property] the footnotes to the table that follows immediately below, the Selling Stockholders selling stockholders have not had any material relationship with us within the past three years. [Adjust as necessary, according to the facts.] The table below lists the Selling Stockholders selling stockholders and other information regarding the beneficial ownership (as determined under Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder) of the shares of common stock held by each of the Selling Stockholdersselling stockholders. The second column lists the number of shares of common stock beneficially owned by each Selling Stockholderthe selling stockholders, based on its their respective ownership of the shares of common stock[, notes and warrants, ,] as of ________, 202320__, [assuming conversion of the notes and exercise of the warrants held by the Selling Stockholders each such selling stockholder on that date, in each case without regard to date but taking account of any limitations on conversion or exerciseand exercise set forth therein]. [Adjust as necessary, according to the facts.] The third column lists the shares of common stock being offered by this prospectus by the Selling Stockholdersselling stockholders [and does not take into account any limitations on (i) conversion of the notes set forth therein or (ii) exercise of the warrants set forth therein]. [Adjust as necessary, according to the facts.] In accordance with the terms of a registration rights agreements agreement with the Selling Stockholdersholders of the notes and the warrants, this prospectus generally covers the resale of the sum of [(i) the number of shares of common stock issued to upon conversion of the Selling Stockholders in the “Private Placements of Shares of Common Stock, Notes and Warrants” described above notes and (ii) the maximum number of shares of common stock issuable upon conversion of the notes and exercise of the warrants, in each case, determined as if the outstanding notes and the outstanding warrants were converted into common stock or exercised (as the case may be) in full, respectively, full (without regard to any limitations on conversion or exercise contained therein) as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, each as of ]. Because the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the registration right agreement, in each case without regard to any limitations on conversion price of the notes or and the exercise price of the warrantswarrants may be adjusted, the number of shares that will actually be issued may be more or less than the number of shares being offered by this prospectus. The fourth column assumes the sale of all of the shares offered by the Selling Stockholders selling stockholders pursuant to this prospectus. Under the terms of the warrants[Adjust as necessary, a Selling Stockholder may not exercise the warrants according to the extent such exercise would result in such Selling Stockholder, together with its affiliates and attribution parties, to beneficially own a number of shares of common stock which would exceed 4.99% or 9.99%, as applicable, of our then outstanding common stock following such exercise, excluding for purposes of such determination shares of common stock issuable upon exercise of such warrants which have not been exercised. The number of shares in the second and fourth columns do not reflect this limitation. The Selling Stockholders may sell all, some or none of their shares in this offering. facts.] See “Plan of Distribution.” The undersigned beneficial owner of common stock (the “Registrable Securities”) of Eterna Therapeutics Inc., a Delaware corporation (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, Holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.

SELLING STOCKHOLDERS. The shares of common stock being offered by the Selling Stockholders selling stockholders are those shares previously issued to the Selling Stockholders, and those issuable to the Selling Stockholders, selling stockholders upon conversion of the notes and exercise of the warrantspreferred stock. For additional information regarding the issuances of those shares of the common stock and the preferred stock, notes and warrants, see “Private Placements Placement of Shares of Common Stock, Purchased Notes and WarrantsPreferred Stock” above. We are registering the shares of common stock in order to permit the Selling Stockholders selling stockholders to offer the shares for resale from time to time. Except for the ownership of the shares of common stock, notes and the warrants and as otherwise disclosed in the footnotes to the table that follows immediately below, the Selling Stockholders selling stockholders have not had any material relationship with us within the past three years. The table below lists the Selling Stockholders selling stockholders and other information regarding the beneficial ownership of the shares of common stock by each of the Selling Stockholdersselling stockholders. The second column lists the number of shares of common stock beneficially owned by each Selling Stockholderselling stockholder, based on its ownership of the shares of common preferred stock, notes and warrants, as of ________, 202320 , assuming conversion of the notes and exercise of the warrants preferred stock held by the Selling Stockholders selling stockholders on that date, in each case without regard to any limitations on conversion or exerciseexercises. The third column lists the shares of common stock being offered by this prospectus by the Selling Stockholdersselling stockholders. In accordance with the terms of a registration rights agreements with the Selling Stockholders, this prospectus generally covers the resale of the sum of THIS SUBORDINATED CONVERTIBLE PROMISSORY NOTE (i) the number of shares of common stock issued to the Selling Stockholders in the THIS “Private Placements of Shares of Common Stock, Notes and Warrants” described above and (ii) the maximum number of shares of common stock issuable upon conversion of the notes and exercise of the warrants, determined as if the notes and the outstanding warrants were converted into common stock or exercised in full, respectively, as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, each as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the registration right agreement, in each case without regard to any limitations on conversion of the notes or the exercise of the warrants. The fourth column assumes the sale of all of the shares offered by the Selling Stockholders pursuant to this prospectus. Under the terms of the warrants, a Selling Stockholder may not exercise the warrants to the extent such exercise would result in such Selling Stockholder, together with its affiliates and attribution parties, to beneficially own a number of shares of common stock which would exceed 4.99% or 9.99%, as applicable, of our then outstanding common stock following such exercise, excluding for purposes of such determination shares of common stock issuable upon exercise of such warrants which have not been exercised. The number of shares in the second and fourth columns do not reflect this limitation. The Selling Stockholders may sell all, some or none of their shares in this offering. See “Plan of Distribution.” The undersigned beneficial owner of common stock (the “Registrable SecuritiesNOTE”) of Eterna Therapeutics AND ANY SHARES ACQUIRED UPON CONVERSION OF THIS NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT FILED UNDER SUCH ACT OR PURSUANT TO AN OPINION OF COUNSEL SATISFACTORY TO ARRAY BIOPHARMA INC. THAT SUCH REGISTRATION IS NOT REQUIRED. $[ ] September 2, 2016 FOR VALUE RECEIVED, Array BioPharma Inc., a Delaware corporation (the “CompanyMaker”), understands that the Company has filed promises to pay to [ ] or intends to file with the Securities and Exchange Commission its assigns (the “CommissionHolder”) a registration statement the principal sum of $[ ], together with interest on the unpaid principal balance of this Note from time to time outstanding at the rate of 5% per year until paid in full. This Note constitutes “Subordinated Debt” under and as defined in that certain Loan and Security Agreement, dated as of June 28, 2005 (as amended, restated, supplemented or otherwise modified from time to time, the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities ActLoan Agreement”), between Comerica Bank and the Maker. Interest on this Note shall be computed on the basis of a year of 365 days for the Registrable Securities, in accordance with the terms actual number of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth belowdays elapsed. All capitalized terms not otherwise defined herein payments by the Maker under this Note shall have the meanings ascribed thereto be in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, Holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectusimmediately available funds.

SELLING STOCKHOLDERS. The shares of common stock being offered by the Selling Stockholders selling stockholders are those shares previously issued to the Selling Stockholders, and those issuable to the Selling Stockholders, selling stockholders upon conversion of, or payment of amortization or interest with respect to, the notes and exercise of the warrants. For additional information regarding the issuances of those shares of common stock, notes and warrants, see “Private Placements of Shares of Common Stock, Notes and Warrants” aboveNotes. We are registering the shares of common stock in order to permit the Selling Stockholders selling stockholders to offer the shares for resale from time to time. Except for the ownership of the shares of common stock, notes and the warrants and as otherwise disclosed in the footnotes to the table that follows immediately belowNotes, the Selling Stockholders selling stockholders have not had any material relationship with us within the past three years. For purposes of this prospectus, “selling securityholders” includes the securityholders listed below and their permitted transferees, pledgees, assignees, distributees, donees or successors or others who later hold any of the selling securityholders’ interests. To the extent required, we will file a supplement to this prospectus (or a post-effective amendment hereto, if necessary) to name successors to any named selling shareholders who are able to use this prospectus to resell the ordinary shares registered hereby. The table below lists the Selling Stockholders selling stockholders and other information regarding the beneficial ownership of the shares of common stock by each of the Selling Stockholdersselling stockholders. The second column lists the number of shares of common stock beneficially owned by each Selling Stockholderselling stockholder, based on its ownership of the shares of common stock, notes stock and warrantsthe Notes, as of [________, 2023], assuming full conversion of the notes and exercise of the warrants Notes held by the Selling Stockholders selling stockholders on that date, in each case without regard to any limitations limitation on conversion or exercise. The third column lists the shares of common stock being offered by this prospectus by the Selling Stockholdersconversion. In accordance with the terms of a registration rights agreements agreement with the Selling Stockholdersholders of the notes, this prospectus generally covers the resale of the sum of (i) the that number of shares of common stock issued equal to the Selling Stockholders in the “Private Placements of Shares of Common Stock, Notes and Warrants” described above and (ii) the maximum number of shares of common stock issuable upon conversion of, or payment of amortization or interest with respect to, the notes and exercise of the warrantsNotes, determined as if the notes outstanding Notes were converted, as applicable, in full (including the interest make-whole payment that would apply and any additional shares issuable upon conversion in connection with a make-whole fundamental change as if the outstanding warrants were converted into common stock or exercised conversion had occurred on such date), in full, respectively, each case as of the trading day immediately preceding the date this registration statement was initially filed with the SEC[, each as less amounts that were previously registered for resale]. Notwithstanding the foregoing, the maximum number of shares that may be resold under this prospectus is [______], which[, together with the trading day immediately preceding [___] shares of common stock previously registered for resale on [___],] is the applicable date maximum number of determination and all subject shares that we may issue to adjustment as provided settle conversions or make amortization or interest payments [until the time, if any, that our stockholders have approved [the issuance of a greater number of shares in accordance with Nasdaq listing standards][an amendment to our certificate of incorporation to increase the number of authorized shares of common stock]]. The amounts listed in the registration right agreement, in third and fourth columns reflect the number of shares being offered by each case without regard to any limitations on conversion selling stockholder and the number of the notes or the exercise of the warrants. The fourth column assumes shares remaining following the sale of all such shares, respectively. The amounts listed do not assume sales by any other selling stockholder and are subject to the maximum number of the shares offered by the Selling Stockholders pursuant to that may be resold under this prospectus. Under the terms of the warrantsNotes, a Selling Stockholder selling shareholder may not exercise the warrants convert or be issued shares of common stock to the extent such exercise conversion or issuance would result in cause such Selling Stockholderselling shareholders, together with its affiliates and attribution parties, to beneficially own a number of shares of common stock which would exceed 4.999.9% or 9.99%, as applicable, of our then outstanding common stock following such exerciseconversion or issuance, excluding for purposes of such determination shares of common stock issuable upon exercise conversion of such warrants which any Notes that have not been exercisedconverted. The number of shares in the second and fourth columns do not reflect this limitation. The Selling Stockholders selling shareholders may sell all, some or none of their shares in this offering. See “Plan of Distribution.” [Selling Stockholder Table to be Included] The undersigned beneficial owner of common stock (the “Registrable Securities”) of Eterna Therapeutics Inc., a Delaware corporation (the “Company”), Securities understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) Statement for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”)amended, of the Registrable Securities, Securities in accordance with the terms of the a Registration Rights Agreement Agreement, dated May [●], 2022 (the “Registration Rights Agreement”) to which this document is annexed), among the Company and the Holders named therein. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms used but not otherwise defined herein shall have the meanings meaning ascribed thereto in the Registration Rights Agreement. In order to sell or otherwise dispose of any Registrable Securities pursuant to the Registration Statement, a beneficial owner of Registrable Securities generally will be required to be named as a selling stockholder in the related prospectus or a supplement thereto (as so supplemented, the “Prospectus”), deliver the Prospectus to purchasers of Registrable Securities (including pursuant to Rule 172 under the Securities Act) and be bound by the provisions of the Registration Rights Agreement (including certain indemnification provisions, as described below). Any beneficial owner of Registrable Securities wishing to include its Registrable Securities in the Registration Statement must deliver to the Company a properly completed and signed Notice and Questionnaire. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, Holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.

SELLING STOCKHOLDERS. The shares of common stock Common Stock being offered by the Selling Stockholders selling stockholders are those shares previously issued to the Selling Stockholders, and those issuable to the Selling Stockholders, upon conversion of the notes convertible debentures and upon exercise of the warrants. For additional information regarding the issuances issuance of those shares of common stock, convertible notes and warrants, see “Private Placements Placement of Shares of Common Stock, Notes Convertible Debentures and Warrants” above. We are registering the shares of common stock Common Stock in order to permit the Selling Stockholders selling stockholders to offer the shares for resale from time to time. Except as otherwise notes and except for the ownership of the shares of common stock, notes convertible Debentures and the warrants and as otherwise disclosed in the footnotes issued pursuant to the table that follows immediately belowSecurities Purchase Agreement, the Selling Stockholders selling stockholders have not had any material relationship with us within the past three years. The table below lists the Selling Stockholders selling stockholders and other information regarding the beneficial ownership of the shares of common stock Common Stock by each of the Selling Stockholdersselling stockholders. The second column lists the number of shares of common stock Common Stock beneficially owned by each Selling Stockholderselling stockholder, based on its ownership of the shares of common stock, notes convertible debentures and warrants, as of ________, 20232007, assuming conversion of the notes all convertible debentures and exercise of the warrants held by the Selling Stockholders selling stockholders on that date, in each case without regard to any limitations on conversion conversions or exercise. The third column lists the shares of common stock Common Stock being offered by this prospectus by the Selling Stockholdersselling stockholders. In accordance with the terms of a registration rights agreements agreement with the Selling Stockholdersselling stockholders, this prospectus generally covers the resale of the sum of at least (i) 300% of the number of shares of common stock Conversion Shares issued and issuable pursuant to the Selling Stockholders in the “Private Placements of Shares of Common Stock, Notes and Warrants” described above and (ii) the maximum number of shares of common stock issuable upon conversion of the notes and exercise of the warrants, determined as if the notes and the outstanding warrants were converted into common stock or exercised in full, respectively, convertible debentures as of the trading day immediately preceding the date this the registration statement was is initially filed with the SEC, each and (ii) 100% of the number of warrant shares issued and issuable pursuant to the warrants as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the registration right agreement, in each case without regard to any limitations on statement is initially filed with the SEC. Because the conversion price of the notes or convertible debentures and the exercise price of the warrantswarrants may be adjusted, the number of shares that will actually be issued may be more or less than the number of shares being offered by this prospectus. The fourth column assumes the sale of all of the shares offered by the Selling Stockholders selling stockholders pursuant to this prospectus. Under the terms of the convertible debentures and the warrants, a Selling Stockholder selling stockholder may not convert the convertible debentures or exercise the warrants to the extent such conversion or exercise would result in cause such Selling Stockholderselling stockholder, together with its affiliates and attribution partiesaffiliates, to beneficially own a number of shares of common stock Common Stock which would exceed 4.99% or 9.99%, as applicable, of our then outstanding common stock shares of Common Stock following such conversion or exercise, excluding for purposes of such determination shares of common stock Common Stock issuable upon conversion of the convertible debentures which have not been converted and upon exercise of such the warrants which have not been exercised. The number of shares in the second and fourth columns do column does not reflect this limitation. The Selling Stockholders selling stockholders may sell all, some or none of their shares in this offering. See “Plan of Distribution.” The undersigned beneficial owner of common stock (the “Registrable Securities”) of Eterna Therapeutics Inc., a Delaware corporation (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, Holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.

SELLING STOCKHOLDERS. The shares of common stock Common Stock being offered by the Selling Stockholders selling stockholders are those shares previously issued to the Selling Stockholdersselling stockholders, and those issuable to the Selling Stockholdersselling stockholders, upon conversion of the notes and exercise of the warrants. For additional information regarding the issuances of those shares of common stock, notes Common Stock and warrants, see “Private Placements Placement of Shares of Common Stock, Notes Stock and Warrants” above. We are registering the shares of common stock Common Stock in order to permit the Selling Stockholders selling stockholders to offer the shares for resale from time to time. Except for the ownership of the shares of common stock, notes Common Stock and the warrants and as otherwise disclosed in the footnotes to the table that follows immediately belowwarrants, the Selling Stockholders selling stockholders have not had any material relationship with us within the past three years. The table below lists the Selling Stockholders selling stockholders and other information regarding the beneficial ownership of the shares of common stock Common Stock by each of the Selling Stockholdersselling stockholders. The second column lists the number of shares of common stock Common Stock beneficially owned by each Selling Stockholderselling stockholder, based on its ownership of the shares of common stock, notes Common Stock and warrants, as of ________[●], 2023, assuming conversion of the notes and exercise of the warrants held by the Selling Stockholders selling stockholders on that date, in each case without regard to any limitations on conversion or exerciseexercises. The third column lists the shares of common stock Common Stock being offered by this prospectus by the Selling Stockholdersselling stockholders. In accordance with the terms of a registration rights agreements agreement with the Selling Stockholdersselling stockholders, this prospectus generally covers the resale of the sum of (i) the number of shares of common stock Common Stock issued to the Selling Stockholders selling stockholders in the “Private Placements Placement of Shares of Common Stock, Notes Stock and Warrants” described above and (ii) the maximum number of shares of common stock Common Stock issuable upon conversion of the notes and exercise of the related warrants, determined as if the notes and the outstanding warrants were converted into common stock or exercised in full, respectively, full as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, each as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the registration right rights agreement, in each case without regard to any limitations on conversion of the notes or the exercise of the warrants. The fourth column assumes the sale of all of the shares offered by the Selling Stockholders selling stockholders pursuant to this prospectus. Under the terms of the warrants, a Selling Stockholder selling stockholder may not exercise the warrants to the extent such exercise would result in cause such Selling Stockholderselling stockholder, together with its affiliates and attribution parties, to beneficially own a number of shares of common stock Common Stock which would exceed 4.99% or 9.99%, as applicable, of our then outstanding common stock Common Stock following such exercise, excluding for purposes of such determination shares of common stock Common Stock issuable upon exercise of such the warrants which that have not been exercised. The number of shares in the second and fourth columns do column does not reflect this limitation. The Selling Stockholders selling stockholders may sell all, some or none of their shares in this offering. See “Plan of Distribution.” The undersigned beneficial owner of common stock shares of Common Stock (the “Registrable Securities”) of Eterna Therapeutics Sharps Technology, Inc., a Delaware Nevada corporation (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, Holders holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.

SELLING STOCKHOLDERS. The shares of common stock being offered by the Selling Stockholders selling stockholders are those shares previously issued to the Selling Stockholders, and those issuable to the Selling Stockholders, upon conversion of the notes and exercise of the warrantsselling stockholders. For additional information regarding the issuances of those shares of common stock, notes and warrants, see “Private Placements of Shares Placement of Common Stock, Notes and Warrants” above. We are registering the shares of common stock in order to permit the Selling Stockholders selling stockholders to offer the shares for resale from time to time. Except for the ownership of the shares of common stockstock issued as part of the private placement, notes and the warrants and or as otherwise disclosed noted in the footnotes to the table that follows immediately below, the Selling Stockholders selling stockholders have not had any material relationship with us within the past three years. The table below lists the Selling Stockholders selling stockholders and other information regarding the beneficial ownership of the shares of common stock by each of the Selling Stockholdersselling stockholders. The second column lists the number of shares of common stock beneficially owned by each Selling Stockholderselling stockholder, based on its ownership of the shares of common stock, notes and warrants, as of ________, 2023, assuming conversion of the notes and exercise of the warrants held by the Selling Stockholders on that date, in each case without regard to any limitations on conversion or exercise2021. The third column lists the shares of common stock being offered by this prospectus by the Selling Stockholdersselling stockholders. In accordance with the terms of a registration rights agreements agreement with the Selling Stockholdersselling stockholders, this prospectus generally covers the resale of the sum of (i) the number of shares of common stock issued to the Selling Stockholders selling stockholders in the “Private Placements of Shares of Common Stock, Notes and Warrants” described above and (ii) the maximum number of shares of common stock issuable upon conversion of the notes and exercise of the warrants, determined as if the notes and the outstanding warrants were converted into common stock or exercised in full, respectively, as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, each as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the registration right agreement, in each case without regard to any limitations on conversion of the notes or the exercise of the warrantsprivate placement. The fourth column assumes the sale of all of the shares offered by the Selling Stockholders selling stockholders pursuant to this prospectus. Under the terms of the warrants, a Selling Stockholder may not exercise the warrants to the extent such exercise would result in such Selling Stockholder, together with its affiliates and attribution parties, to beneficially own a number of shares of common stock which would exceed 4.99% or 9.99%, as applicable, of our then outstanding common stock following such exercise, excluding for purposes of such determination shares of common stock issuable upon exercise of such warrants which have not been exercised. The number of shares in the second and fourth columns do not reflect this limitation. The Selling Stockholders may sell all, some or none of their shares in this offering. See “Plan of Distribution.” The undersigned beneficial owner of common stock (the “Registrable Securities”) of Eterna Therapeutics Processa Pharmaceuticals, Inc., a Delaware corporation (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, Holders holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.

SELLING STOCKHOLDERS. The shares of common stock being offered by the Selling Stockholders selling stockholders are those shares previously issued to the Selling Stockholdersselling stockholders, and those issuable to the Selling Stockholdersselling stockholders, upon conversion of the notes and exercise of the warrants. For additional information regarding the issuances of those shares of common stock, notes stock and warrants, see “Private Placements Placement of Shares of Common Stock, Notes Stock and Warrants” above. We are registering the shares of common stock in order to permit the Selling Stockholders selling stockholders to offer the shares for resale from time to time. Except for the ownership of the shares of common stock, notes stock and the warrants and as otherwise disclosed in the footnotes to the table that follows immediately belowwarrants, the Selling Stockholders selling stockholders have not had any material relationship with us within the past three years. The table below lists the Selling Stockholders selling stockholders and other information regarding the beneficial ownership of the shares of common stock by each of the Selling Stockholdersselling stockholders. The second column lists the number of shares of common stock beneficially owned by each Selling Stockholderselling stockholder, based on its ownership of the shares of common stock, notes stock and warrants, as of ________, 20232021, assuming conversion of the notes and exercise of the warrants held by the Selling Stockholders selling stockholders on that date, in each case without regard to any limitations on conversion or exerciseexercises. The third column lists the shares of common stock being offered by this prospectus by the Selling Stockholdersselling stockholders. In accordance with the terms of a registration rights agreements agreement with the Selling Stockholdersselling stockholders, this prospectus generally covers the resale of the sum of (i) the number of shares of common stock issued to the Selling Stockholders selling stockholders in the “Private Placements Placement of Shares of Common Stock, Notes Stock and Warrants” described above and (ii) the maximum number of shares of common stock issuable upon conversion of the notes and exercise of the related warrants, determined as if the notes and the outstanding warrants were converted into common stock or exercised in full, respectively, full as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, each as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the registration right agreement, in each case without regard to any limitations on conversion of the notes or the exercise of the warrants. The fourth column assumes the sale of all of the shares offered by the Selling Stockholders selling stockholders pursuant to this prospectus. Under the terms of the warrants, a Selling Stockholder selling stockholder may not exercise the warrants to the extent such exercise would result in cause such Selling Stockholderselling stockholder, together with its affiliates and attribution parties, to beneficially own a number of shares of common stock which would exceed 4.99% or 9.99%, as applicable, of our then outstanding common stock following such exercise, excluding for purposes of such determination shares of common stock issuable upon exercise of such the warrants which have not been exercised. The number of shares in the second and fourth columns do column does not reflect this limitation. The Selling Stockholders selling stockholders may sell all, some or none of their shares in this offering. See “"Plan of Distribution.” " The undersigned beneficial owner of common stock (the “Registrable Securities”) of Eterna Therapeutics Predictive Oncology Inc., a Delaware corporation (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, Holders holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.

SELLING STOCKHOLDERS. The shares of common stock being offered by the Selling Stockholders are those shares previously issued to the Selling Stockholders, and those issuable to the Selling Stockholders, upon conversion of the notes and exercise of the warrants. For additional information regarding the issuances of those shares of common stock, notes and warrants, see “Private Placements Placement of Shares of Common Stock, Notes and Warrants” above. We are registering the shares of common stock in order to permit the Selling Stockholders to offer the shares for resale from time to time. Except for the ownership of the shares of common stock, notes and the warrants and as otherwise disclosed in the footnotes to the table that follows immediately below, the Selling Stockholders have not had any material relationship with us within the past three years. The table below lists the Selling Stockholders and other information regarding the beneficial ownership of the shares of common stock by each of the Selling Stockholders. The second column lists the number of shares of common stock beneficially owned by each Selling Stockholder, based on its ownership of the shares of common stock, notes and warrants, as of ________, 2023, assuming conversion of the notes and exercise of the warrants held by the Selling Stockholders on that date, in each case without regard to any limitations on conversion or exercise2024. The third column lists the shares of common stock being offered by this prospectus by the Selling Stockholders. In accordance with the terms of a registration rights agreements agreement with the Selling Stockholders, this prospectus generally covers the resale of the sum of (i) the number of shares of common stock issued to the Selling Stockholders in the “Private Placements Placement of Shares of Common Stock, Notes and Warrants” described above and (ii) the maximum number of shares of common stock issuable upon conversion of the notes and exercise of the warrantsabove, determined as if the notes and the outstanding warrants were converted into common stock or exercised in full, respectively, as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, each as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the registration right agreement, in each case without regard to any limitations on conversion of the notes or the exercise of the warrants. The fourth column assumes the sale of all of the shares offered by the Selling Stockholders pursuant to this prospectus. Under the terms of the warrants, a Selling Stockholder may not exercise the warrants to the extent such exercise would result in such Selling Stockholder, together with its affiliates and attribution parties, to beneficially own a number of shares of common stock which would exceed 4.99% or 9.99%, as applicable, of our then outstanding common stock following such exercise, excluding for purposes of such determination shares of common stock issuable upon exercise of such warrants which have not been exercised. The number of shares in the second and fourth columns do not reflect this limitation. The Selling Stockholders may sell all, some or none of their shares in this offering. See “Plan of Distribution.” The undersigned beneficial owner of common stock (the “Registrable Securities”) of Eterna Therapeutics Inc.Carmell Corporation, a Delaware corporation (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, Holders holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.

SELLING STOCKHOLDERS. The shares of common stock being offered by the Selling Stockholders selling stockholders are those shares previously issued to the Selling Stockholdersselling stockholders, and those issuable to the Selling Stockholdersselling stockholders, upon conversion of the notes and exercise of the warrants. For additional information regarding the issuances of those shares of common stock, notes stock and warrants, see “Private Placements Placement of Shares of Common Stock, Notes and Warrants” above. We are registering the shares of common stock in order to permit the Selling Stockholders selling stockholders to offer the shares for resale from time to time. Except for the ownership of the shares of common stock, notes stock and the warrants and as otherwise disclosed in the footnotes to the table that follows immediately belowwarrants, the Selling Stockholders selling stockholders have not had any material relationship with us within the past three years. The table below lists the Selling Stockholders selling stockholders and other information regarding the beneficial ownership of the shares of common stock by each of the Selling Stockholdersselling stockholders. The second column lists the number of shares of common stock beneficially owned by each Selling Stockholderselling stockholder, based on its ownership of the shares of common stock, notes stock and warrants, as of ________, 2023, assuming conversion of the notes and full exercise of the warrants held by the Selling Stockholders selling stockholders on that date, in each case without regard to any limitations on conversion or exercisesuch exercises. The third column lists the shares of common stock being offered by this prospectus by the Selling Stockholdersselling stockholders. In accordance with the terms of a registration rights agreements agreement with the Selling Stockholdersselling stockholders, this prospectus generally covers the resale of the sum of (i) the number of shares of common stock issued to the Selling Stockholders selling stockholders in the “Private Placements Placement of Shares of Common Stock, Notes and Warrants” described above and (ii) the maximum number of shares of common stock issuable upon conversion of the notes and exercise of the related warrants, determined determined, in each case, as if the notes and the outstanding warrants were converted into common stock or exercised in full, respectively, full as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, each as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the registration right agreement, in each case without regard to any limitations on conversion of the notes or the exercise of the warrants. The fourth column assumes the sale of all of the shares offered by the Selling Stockholders selling stockholders pursuant to this prospectus. Under the terms of the warrants, a Selling Stockholder selling stockholder may not exercise the warrants to the extent such exercise would result in cause such Selling Stockholderselling stockholder, together with its affiliates and attribution parties, to beneficially own a number of shares of common stock which would exceed 4.9919.99% or 9.99%, as applicable, of our then outstanding common stock following such exercise, excluding for purposes of such determination shares of common stock issuable upon exercise of such warrants which have not been exercised. The number of shares in the second and fourth columns do not reflect this limitation. The Selling Stockholders selling stockholders may sell all, some or none of their shares in this offering. See “Plan of Distribution.” The undersigned beneficial owner of common stock (the “Registrable Securities”) of Eterna Therapeutics Global Crossing Airlines Group Inc., a Delaware corporation (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, Holders holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.

SELLING STOCKHOLDERS. The shares of common stock being offered by the Selling Stockholders selling stockholders are those shares previously issued to the Selling Stockholdersselling stockholders, and those issuable to the Selling Stockholdersselling stockholders, upon conversion of the notes and exercise of the warrants. For additional information regarding the issuances of those shares of common stock, notes stock and warrants, see “Private Placements Placement of Shares of Common Stock, Notes Stock and Warrants” above. We are registering the shares of common stock in order to permit the Selling Stockholders selling stockholders to offer the shares for resale from time to time. Except for the ownership of the shares of common stock, notes stock and the warrants and as otherwise disclosed in the footnotes to the table that follows immediately belowwarrants, the Selling Stockholders selling stockholders have not had any material relationship with us within the past three years. The table below lists the Selling Stockholders selling stockholders and other information regarding the beneficial ownership of the shares of common stock by each of the Selling Stockholdersselling stockholders. The second column lists the number of shares of common stock beneficially owned by each Selling Stockholderselling stockholder, based on its ownership of the shares of common stock, notes stock and warrants, as of ________, 2023, assuming conversion of the notes and exercise of the warrants held by the Selling Stockholders selling stockholder on that date, in each case without regard to any limitations on conversion or exercise. The third column lists the shares of common stock being offered by this prospectus by the Selling Stockholdersselling stockholders. In accordance with the terms of a registration rights agreements agreement with the Selling Stockholdersselling stockholders, this prospectus generally covers the resale of the sum of (i) sum of the number of shares of common stock issued to the Selling Stockholders selling stockholders in the “Private Placements Placement of Shares of Common Stock, Notes Stock and Warrants” described above and (ii) the maximum number of shares of common stock issuable upon conversion of the notes and exercise of the related warrants, determined as if the notes and the outstanding warrants were converted into common stock or exercised in full, respectively, full as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, each as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the registration right agreement, in each case without regard to any limitations on conversion of the notes or the exercise of the warrants. The fourth column assumes the sale of all of the shares offered by the Selling Stockholders selling stockholders pursuant to this prospectus. Under the terms of the warrants, a Selling Stockholder selling stockholder may not exercise the warrants to the extent such exercise would result in cause such Selling Stockholderselling stockholder, together with its affiliates and attribution parties, to beneficially own a number of shares of common stock which would exceed 4.99% or 9.99%, as applicable, of our then outstanding common stock following such exercise, excluding for purposes of such determination shares of common stock issuable upon exercise of such warrants which have not been exercised. The number of shares in the second and fourth columns do not reflect this limitation. The Selling Stockholders selling stockholders may sell all, some or none of their shares in this offering. See “"Plan of Distribution.” " The undersigned beneficial owner of common stock and warrants to purchase common stock (such shares of common stock, the “Registrable Securities”) of Eterna Therapeutics Celularity Inc., a Delaware corporation (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Investor Rights Agreement (the “Registration Investor Rights Agreement”) to which this document is annexed. A copy of the Registration Investor Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Investor Rights Agreement. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, Holders holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.

SELLING STOCKHOLDERS. The shares of common stock being offered by the Selling Stockholders selling stockholders are those shares previously issued to the Selling Stockholders, and those issuable to the Selling Stockholders, selling stockholders upon conversion of the notes and exercise of the warrantspreferred stock. For additional information regarding the issuances issuance of those shares of common the preferred stock, notes and warrants, see “Private Placements Placement of Shares of Common Preferred Stock, Notes and Warrants” above. We are registering the shares of common stock in order to permit the Selling Stockholders selling stockholders to offer the shares for resale from time to time. Except for the ownership of the shares of common stock, notes and the warrants and as otherwise disclosed in the footnotes preferred stock issued pursuant to the table that follows immediately belowSecurities Agreement and [______________], the Selling Stockholders selling stockholders have not had any material relationship with us within the past three years. The table below lists the Selling Stockholders selling stockholders and other information regarding the beneficial ownership (as determined under Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder) of the shares of common stock held by each of the Selling Stockholdersselling stockholders. The second column lists the number of shares of common stock beneficially owned by each Selling Stockholderthe selling stockholders, based on its their respective ownership of the shares of common stock, notes and warrants, as of ________, 202320___, assuming conversion of the notes and exercise of the warrants preferred stock held by the Selling Stockholders each such selling stockholder on that date, in each case without regard to any limitations on conversion or exercise. The third column lists the shares of common stock being offered by this prospectus by the Selling Stockholdersselling stockholders. In accordance with the terms of a registration rights agreements agreement with the Selling Stockholdersholders of the preferred stock, this prospectus generally covers the resale of 133% of the sum of (i) the number of shares of common stock issued to the Selling Stockholders in the “Private Placements of Shares of Common Stock, Notes and Warrants” described above and (ii) the maximum number of shares of common stock issuable upon conversion of the notes and exercise of the warrantspreferred stock, determined as if the notes and the outstanding warrants preferred stock were converted into common stock or exercised in full, respectively, full as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, each as . Because the conversion prices of the trading day immediately preceding preferred stock may be adjusted, the applicable date number of determination and all subject to adjustment as provided in shares that will actually be issued may be more or less than the registration right agreement, in each case without regard to any limitations on conversion number of the notes or the exercise of the warrantsshares being offered by this prospectus. The fourth column assumes the sale of all of the shares offered by the Selling Stockholders selling stockholders pursuant to this prospectus. Under the terms of the warrants, a Selling Stockholder may not exercise the warrants to the extent such exercise would result in such Selling Stockholder, together with its affiliates and attribution parties, to beneficially own a number of shares of common stock which would exceed 4.99% or 9.99%, as applicable, of our then outstanding common stock following such exercise, excluding for purposes of such determination shares of common stock issuable upon exercise of such warrants which have not been exercised. The number of shares in the second and fourth columns do not reflect this limitation. The Selling Stockholders selling stockholders may sell all, some or none of their shares in this offering. See “Plan of Distribution.” The undersigned beneficial owner of common stock (the “Registrable Securities”) of Eterna Therapeutics Inc., a Delaware corporation (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, Holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.

SELLING STOCKHOLDERS. The shares of common stock Common Warrant Shares being offered by the Selling Stockholders selling stockholders are those shares previously issued to the Selling Stockholdersselling stockholders, and those issuable to the Selling Stockholdersselling stockholders, upon conversion of the notes and exercise of the warrantsCommon Warrants. For additional information regarding the issuances of those shares of common stock, notes Common Warrant Shares and warrantsCommon Warrants, see “Private Placements Placement of Shares shares of Common Stock, Notes Stock and Warrants” above. We are registering the shares of common stock Common Warrant Shares in order to permit the Selling Stockholders selling stockholders to offer the shares Common Warrant Shares for resale from time to time. Except for the ownership of the shares of common stock, notes Common Warrant Shares and the warrants and as otherwise disclosed in the footnotes to the table that follows immediately belowCommon Warrants, the Selling Stockholders selling stockholders have not had any material relationship with us within the past three years. The table below lists the Selling Stockholders selling stockholders and other information regarding the beneficial ownership of the shares of common stock Common Warrant Shares by each of the Selling Stockholdersselling stockholders. The second column lists the number of shares of common stock Common Warrant Shares beneficially owned by each Selling Stockholderselling stockholder, based on its ownership of the shares of common stock, notes Common Warrant Shares and warrantsWarrants, as of ________[●], 20232024, assuming conversion of the notes and exercise of the warrants Common Warrants held by the Selling Stockholders selling stockholders on that date, in each case without regard to any limitations on conversion or exerciseexercises. The third column lists the shares of common stock Common Warrant Shares being offered by this prospectus by the Selling Stockholdersselling stockholders. In accordance with the terms of a registration rights agreements agreement with the Selling Stockholdersselling stockholders, this prospectus generally covers the resale of the sum of (i) the number of shares of common stock Common Warrant Shares issued to the Selling Stockholders selling stockholders in the “Private Placements Placement of Shares shares of Common Stock, Notes Stock and Warrants” described above and (ii) the maximum number of shares of common stock Common Warrant Shares issuable upon conversion of the notes and exercise of the related warrants, determined as if the notes and the outstanding warrants Common Warrants were converted into common stock or exercised in full, respectively, full as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, each as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the registration right rights agreement, in each case without regard to any limitations on conversion of the notes or the exercise of the warrantsCommon Warrants. The fourth column assumes the sale of all of the shares Common Warrant Shares offered by the Selling Stockholders selling stockholders pursuant to this prospectus. Under the terms of the warrantsCommon Warrants, a Selling Stockholder selling stockholder may not exercise the warrants to the extent such exercise would result in cause such Selling Stockholderselling stockholder, together with its affiliates and attribution parties, to beneficially own a number of shares of common stock Common Stock which would exceed 4.99% or 9.99%, as applicable, of our then outstanding common stock Common Stock following such exercise, excluding for purposes of such determination shares of common stock Common Stock issuable upon exercise of such the warrants which that have not been exercised. The number of shares Common Stock in the second and fourth columns do column does not reflect this limitation. The Selling Stockholders selling stockholders may sell all, some or none of their shares Common Stock in this offering. See “Plan of Distribution.” The undersigned beneficial owner of common stock shares of Common Stock (the “Registrable Securities”) of Eterna Therapeutics Zoomcar Holdings, Inc., a Delaware corporation (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, Holders holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.

SELLING STOCKHOLDERS. The shares of common stock being offered by the Selling Stockholders selling shareholders are those shares previously issued to the Selling Stockholders, and those issuable to the Selling Stockholders, selling shareholders upon conversion of the notes and exercise of the warrants. For additional information regarding the issuances issuance of those shares of common stock, notes and the warrants, see “Private Placements Placement of Shares of Common Stock, Notes Senior Note and Warrants” above. We are registering the shares of common stock in order to permit the Selling Stockholders selling shareholder to offer the shares for resale from time to time. Except for the ownership of the shares of common stock, notes loan evidenced by note and the warrants and as otherwise disclosed in the footnotes issued pursuant to the table that follows immediately belowNote, the Selling Stockholders selling shareholders have not had any material relationship with us within the past three years. The table below lists the Selling Stockholders selling shareholder and other information regarding the beneficial ownership (as determined under Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder) of the shares of common stock beneficially held by each of the selling shareholders, based on its respective beneficial ownership of the shares of common stock by each of the Selling Stockholders. The second column lists the number of shares of common stock beneficially owned by each Selling Stockholder, based on its ownership of the shares of common stock, notes and warrants, as of ____________, 20232018, assuming conversion of the notes and d exercise of the warrants held by the Selling Stockholders such selling shareholder on that date, in each case without regard to date but taking account of any limitations on conversion or exerciseexercise set forth therein. The third column lists the number of shares of common stock being sold in this offering. The fourth column lists the shares of common stock that will be beneficially owned by each selling shareholder following this offering. We have assumed for purposes of preparing this table that the selling shareholder will sell all of the shares of common stock being offered by this prospectus by the Selling Stockholdersoffered. In accordance with the terms of a registration rights agreements agreement with the Selling Stockholdersselling shareholders, this prospectus generally covers the resale of the sum of (i) the number of shares of common stock that may be issued to in connection with the Selling Stockholders conversion of all amounts owed under the senior secured convertible promissory notes, in each case determined as if all amounts owed under the “Private Placements of Shares of Common Stock, Notes and Warrants” described above senior secured convertible promissory notes were converted and (ii) 100% of the maximum number of shares of common stock issuable upon conversion of the notes and exercise of the warrants, in each case, determined as if the notes and the outstanding warrants were converted into common stock or exercised in full, respectively, as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, each as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the registration right agreement, in each case without regard to any limitations on conversion of the notes or the exercise of the warrants. The fourth column assumes the sale of all of the shares offered by the Selling Stockholders pursuant to this prospectus. Under the terms of the warrants, a Selling Stockholder may not exercise the warrants to the extent such exercise would result in such Selling Stockholder, together with its affiliates and attribution parties, to beneficially own a number of shares of common stock which would exceed 4.99% or 9.99%, as applicable, of our then outstanding common stock following such exercise, excluding for purposes of such determination shares of common stock issuable upon exercise of such warrants which have not been exercised. The number of shares in the second and fourth columns do not reflect this limitation. The Selling Stockholders may sell all, some or none of their shares in this offering. See “Plan of Distribution.” The undersigned beneficial owner of common stock (the “Registrable Securities”) of Eterna Therapeutics Inc., a Delaware corporation (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, Holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.

SELLING STOCKHOLDERS. The shares of common stock being offered by the Selling Stockholders selling stockholders are those shares previously issued to the Selling Stockholdersselling stockholders, and those issuable to the Selling Stockholdersselling stockholders, upon conversion of the notes and exercise of the warrants. For additional information regarding the issuances of those shares of common stock, notes stock and warrants, see “Private Placements Placement of Shares of Common Stock, Notes Stock and Warrants” above. We are registering the shares of common stock in order to permit the Selling Stockholders selling stockholders to offer the shares for resale from time to time. Except for the ownership of the shares of common stock, notes stock and the warrants and as otherwise disclosed in the footnotes to the table that follows immediately belowwarrants, the Selling Stockholders selling stockholders have not had any material relationship with us within the past three years. The table below lists the Selling Stockholders selling stockholders and other information regarding the beneficial ownership of the shares of common stock by each of the Selling Stockholdersselling stockholders. The second column lists the number of shares of common stock beneficially owned by each Selling Stockholderselling shareholder, based on its ownership of the shares of common stock, notes stock and warrants, as of ________, 2023, assuming conversion of the notes and exercise of the warrants held by the Selling Stockholders selling stockholders on that date, in each case without regard to any limitations on conversion or exerciseexercises. The third column lists the shares of common stock being offered by this prospectus by the Selling Stockholdersselling stockholders. In accordance with the terms of a registration rights agreements agreement with the Selling Stockholdersselling stockholders, this prospectus generally covers the resale of the sum of (i) the number of shares of common stock issued to the Selling Stockholders selling stockholders in the “Private Placements Placement of Shares of Common Stock, Notes Stock and Warrants” described above and (ii) the maximum number of shares of common stock issuable upon conversion of the notes and exercise of the related warrants, determined as if the notes and the outstanding warrants were converted into common stock or exercised in full, respectively, full as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, each as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the registration right agreement, in each case without regard to any limitations on conversion of the notes or the exercise of the warrants. The fourth column assumes the sale of all of the shares offered by the Selling Stockholders selling stockholders pursuant to this prospectus. Under the terms of the warrantswarrants and other warrants held by selling stockholders, a Selling Stockholder selling shareholder may not exercise the any such warrants to the extent such exercise would result in cause such Selling Stockholderselling shareholder, together with its affiliates and attribution parties, to beneficially own a number of shares of common stock which would exceed 4.99% or 9.99%, as applicable, of our then outstanding common stock following such exercise, excluding for purposes of such determination shares of common stock issuable upon exercise of such warrants which have not been exercised. The number of shares in the second and fourth columns do not reflect this limitation. The Selling Stockholders selling stockholders may sell all, some or none of their shares in this offering. See “"Plan of Distribution.” " The undersigned beneficial owner of common stock (the “Registrable Securities”) of Eterna Therapeutics Grom Social Enterprises Inc., a Delaware Florida corporation (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, Holders holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.

SELLING STOCKHOLDERS. The shares of common stock Common Stock being offered by the Selling Stockholders selling stockholders are those shares previously issued to the Selling Stockholdersselling stockholders, and those issuable to the Selling Stockholdersselling stockholders, upon conversion of the notes and Company’s Redeemable Convertible Preferred Stock and/or upon exercise of the warrantswarrants to purchase Common Stock. For additional information regarding the issuances of those shares of common stock, notes the Redeemable Convertible Preferred Stock and warrants, see “Private Placements Placement of Shares of Common Stock, Notes Redeemable Convertible Preferred Stock and Warrants” above. We are registering the shares of common stock Common Stock in order to permit the Selling Stockholders selling stockholders to offer the shares for resale from time to time. Except for the ownership of the shares of common stock, notes and the warrants and as otherwise disclosed in the footnotes to the table that follows immediately below, the Selling Stockholders have not had any material relationship with us within the past three years. The table below lists the Selling Stockholders selling stockholders, describes their relationship to the Company and provides other information regarding the beneficial ownership of the shares of common stock by each of the Selling Stockholdersselling stockholders. The second column lists the number of shares of common stock Common Stock beneficially owned by each Selling Stockholderselling stockholder, based on its ownership of the shares of common stockCompany’s Redeemable Convertible Preferred Stock, notes Common Stock and warrantsWarrants, as of ________, 2023, assuming conversion of the notes Redeemable Convertible Preferred Stock and exercise of the warrants Warrants held by the Selling Stockholders selling stockholders on that date, in each case without regard to any limitations on conversion or exerciseexercises contained therein. The third column lists the shares of common stock Common Stock being offered by this prospectus by the Selling Stockholdersselling stockholders. In accordance with the terms of a registration rights agreements agreement with the Selling Stockholdersselling stockholders, this prospectus generally covers the resale of the sum of (i) the number of shares of common stock issued to the Selling Stockholders in the “Private Placements of Shares of Common Stock, Notes and Warrants” described above and (ii) the maximum number of shares of common stock Common Stock issuable upon the conversion of the notes and exercise of the warrantsRedeemable Convertible Preferred Stock, determined as if the notes and of the outstanding warrants Redeemable Convertible Preferred Stock were converted into common stock or exercised in full, respectively, full as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, each see “Private Placement of Shares of Redeemable Convertible Preferred Stock and Warrants” described above and (ii) the maximum number of shares of Common Stock issuable upon exercise of the related warrants, determined as if the outstanding warrants were exercised in full as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in this registration statement was initially filed with the registration right agreementSEC, in each case without regard to any limitations on conversion of the notes or the exercise of the Redeemable Convertible Preferred Stock or the warrants. The fourth column assumes the sale of all of the shares offered by the Selling Stockholders selling stockholders pursuant to this prospectus. Under the terms of the warrantsRedeemable Convertible Preferred Stock and Warrants, in some cases a Selling Stockholder selling stockholder may not convert the Redeemable Convertible Preferred Stock or exercise the warrants Warrants to the extent such exercise would result in cause such Selling Stockholderselling stockholder, together with its affiliates and attribution parties, to beneficially own a number of shares of common stock Common Stock which would exceed 4.9919.99% (except that such increased percentage may exceed 19.99% in the event that (x) the Company obtains the approval of its stockholders as required by the applicable rules of Nasdaq for issuances of shares of Common Stock in excess of such amount or 9.99%, as applicable, (y) the Company is not subject to rules of Nasdaq limiting issuances of shares of Common Stock in excess of such amount) of our then outstanding common stock following such conversion or exercise, excluding for purposes of such determination shares of common stock issuable upon Conversion of such Redeemable Convertible Preferred Stock or exercise of such warrants which have not been so converted or exercised. The number of shares in the second and fourth columns do not reflect this limitation. The Selling Stockholders selling stockholders may sell all, some or none of their shares in this offering. See “Plan of Distribution.” The undersigned beneficial owner of common stock (the “Registrable Securities”) of Eterna Therapeutics Telesis Bio Inc., a Delaware corporation (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, Holders holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.

SELLING STOCKHOLDERS. The shares of common stock being offered by the Selling Stockholders selling stockholders are those shares previously issued to the Selling Stockholdersselling stockholders, and those issuable to the Selling Stockholdersselling stockholders, upon conversion of the notes and exercise of the pre-funded warrants. For additional information regarding the issuances of those shares of common stock, notes stock and pre-funded warrants, see “Private Placements Placement of Shares of Common Stock, Notes Stock and Pre-Funded Warrants” above. We are registering the shares of common stock in order to permit the Selling Stockholders selling stockholders to offer the shares for resale from time to time. Except for the ownership of the shares of common stock, notes stock and the pre-funded warrants and as otherwise disclosed for the selling stockholders whose other relationships are provided in the footnotes to the table that follows immediately below“Certain Relationships and Related Party Transactions”1, the Selling Stockholders selling stockholders have not had any material relationship with us within the past three years. The table below lists the Selling Stockholders selling stockholders and other information regarding the beneficial ownership of the shares of common stock by each of the Selling Stockholdersselling stockholders. The second column lists the number of shares of common stock beneficially owned by each Selling Stockholderselling stockholder, based on its ownership of the shares of common stock, notes stock and pre-funded warrants, as of ________, 20232024, assuming conversion of the notes and exercise of the pre-funded warrants held by the Selling Stockholders selling stockholders on that date, in each case without regard to any limitations on conversion or exerciseexercises. The third column lists the shares of common stock being offered by this prospectus by the Selling Stockholdersselling stockholders. In accordance with the terms of a registration rights agreements Registration Rights Agreement with the Selling Stockholdersselling stockholders, this prospectus generally covers the resale of the sum of (i) the number of shares of common stock issued to the Selling Stockholders selling stockholders in the “Private Placements Placement of Shares of Common Stock, Notes Stock and Pre-Funded Warrants” described above and (ii) the maximum number of shares of common stock issuable upon conversion of the notes and exercise of the pre-funded warrants, determined as if the notes and the outstanding pre-funded warrants were converted into common stock or exercised in full, respectively, full as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, each as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the registration right agreementRegistration Rights Agreement, in each case without regard to any limitations on conversion of the notes or the exercise of the pre-funded warrants. The fourth column assumes the sale of all of the shares offered by the Selling Stockholders selling stockholders pursuant to this prospectus. Under the terms of the pre-funded warrants, a Selling Stockholder selling stockholder may not exercise the pre-funded warrants to the extent such exercise would result in cause such Selling Stockholderselling stockholder, together with its affiliates and attribution parties, to beneficially own a number of shares of common stock which would exceed 4.99% or 9.99%, as applicable, [19.99]% of the number of shares of our then outstanding common stock outstanding following such exercise, excluding exercise (for purposes of such determination the denominator, immediately after giving effect to the issuance of shares of common stock issuable to be issued upon the applicable exercise of such warrants which have not been exercisedpre-funded warrant). The number of shares in the second and fourth columns do not reflect this limitation. The Selling Stockholders selling stockholders may sell all, some or none of their shares in this offering. See “Plan of Distribution.” 1 Note: To add based on questionnaire, given existing share ownership and board representation of certain selling stockholders. The undersigned beneficial owner of shares of common stock and/or pre-funded warrants (collectively, the “Registrable Securities”) of Eterna Therapeutics Adverum Biotechnologies, Inc., a Delaware corporation (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, Holders holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.

SELLING STOCKHOLDERS. The shares of common stock being offered by the Selling Stockholders selling stockholders are those shares previously issued to the Selling Stockholdersselling stockholders, and those issuable to the Selling Stockholdersselling stockholders, upon conversion of the notes and exercise of the warrants. For additional information regarding the issuances of those shares of common stock, notes and warrants, see “Private Placements Placement of Shares of Common Stock, Notes and Warrants” above. We are registering the shares of common stock in order to permit the Selling Stockholders selling stockholders to offer the shares for resale from time to time. Except for the ownership of the shares of common stock, notes and the warrants and as otherwise disclosed in the footnotes to the table that follows immediately below[ ], the Selling Stockholders selling stockholders have not had any material relationship with us within the past three years. The table below lists the Selling Stockholders selling stockholders and other information regarding the beneficial ownership of the shares of common stock by each of the Selling Stockholdersselling stockholders. The second column lists the number of shares of common stock beneficially owned by each Selling Stockholderselling stockholder, based on its ownership of the shares of common stock, notes stock and warrants, as of ________[ ], 20232022, assuming conversion of the notes and exercise of the warrants held by the Selling Stockholders selling stockholders on that date, in each case without regard to any limitations on conversion or exerciseexercises. The third column lists the shares of common stock being offered by this prospectus by the Selling Stockholdersselling stockholders. In accordance with the terms of a registration rights agreements agreement with the Selling Stockholdersselling stockholders, this prospectus generally covers the resale of the sum of (i) the number of shares of common stock issued to the Selling Stockholders in the “Private Placements of Shares of Common Stock, Notes and Warrants” described above and (ii) the maximum number of shares of common stock issuable upon conversion of the notes and exercise of the warrants, determined as if the notes and the outstanding warrants were converted into common stock or exercised in full, respectively, full as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, each as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the registration right agreement, in each case without regard to any limitations on conversion of the notes or the exercise of the warrants. The fourth column assumes the sale of all of the shares offered by the Selling Stockholders selling stockholders pursuant to this prospectus. Under the terms of the warrants, a Selling Stockholder selling stockholder may not exercise the warrants to the extent such exercise would result in cause such Selling Stockholderselling stockholder, together with its affiliates and attribution parties, to beneficially own a number of shares of common stock which would exceed 4.999.99% or 9.99%, as applicable, of our then outstanding common stock following such exercise, excluding for purposes of such determination shares of common stock issuable upon exercise of such the warrants which have not been exercised. The number of shares in the second and fourth columns do column does not reflect this limitation. The Selling Stockholders selling stockholders may sell all, some or none of their shares in this offering. See “"Plan of Distribution.” " The undersigned beneficial owner of common stock (the “Registrable Securities”) of Eterna Therapeutics Tenax Therapeutics, Inc., a Delaware corporation (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, Holders holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.

SELLING STOCKHOLDERS. The shares of common stock being offered by the Selling Stockholders selling stockholders are those shares previously issued to the Selling Stockholdersselling stockholders, and those issuable to the Selling Stockholdersselling stockholders, upon conversion of the notes and or exercise of the warrantsconvertible securities. For additional information regarding the issuances of those shares of common stock, notes stock and warrantsconvertible securities, see “Private Placements Placement of Shares of Common Stock, Notes and Warrants” aboveSecurities”. We are registering the shares of common stock in order to permit the Selling Stockholders selling stockholders to offer the shares for resale from time to time. Except for the ownership of the shares of common stock, notes stock and the warrants and as otherwise disclosed in the footnotes to the table that follows immediately belowconvertible securities, the Selling Stockholders selling stockholders have not had any material relationship with us within the past three years. The table below lists the Selling Stockholders selling stockholders and other information regarding the beneficial ownership of the shares of common stock by each of the Selling Stockholdersselling stockholders. The second column lists the number of shares of common stock beneficially owned by each Selling Stockholderselling stockholder, based on its ownership of the shares of common stock, notes stock and warrantsconvertible securities, as of ________, 20232017, assuming full conversion of the notes and or exercise of the warrants convertible securities held by the Selling Stockholders selling stockholders on that date, in each case without regard to any limitations on conversion or exerciseexercises. The third column lists the shares of common stock being offered by this prospectus by the Selling Stockholdersselling stockholders. In accordance with the terms of a registration rights agreements agreement with the Selling Stockholdersselling stockholders, this prospectus generally covers the resale of the sum of (i) the number of shares of common stock issued to the Selling Stockholders selling stockholders in the “Private Placements of Shares of Common Stock, Notes and Warrants” described above __________________ and (ii) the maximum number of shares of common stock issuable upon conversion of the notes and or exercise of the warrantsrelated convertible securities, determined as if the notes and the outstanding warrants convertible securities were converted into common stock or exercised in full, respectively, full as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, each as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the registration right agreement, in each case without regard to any limitations on the conversion of the notes or the exercise of the warrantsconvertible securities. The fourth column assumes the sale of all of the shares offered by the Selling Stockholders selling stockholders pursuant to this prospectus. Under the terms of the warrants, a Selling Stockholder may not exercise the warrants to the extent such exercise would result in such Selling Stockholder, together with its affiliates and attribution parties, to beneficially own a number of shares of common stock which would exceed 4.99% or 9.99%, as applicable, of our then outstanding common stock following such exercise, excluding for purposes of such determination shares of common stock issuable upon exercise of such warrants which have not been exercised. The number of shares in the second and fourth columns do not reflect this limitation. The Selling Stockholders selling stockholders may sell all, some or none of their shares in this offering. See “Plan of Distribution.” The undersigned beneficial owner of common stock (the “Registrable Securities”) of Eterna Therapeutics UQM Technologies Inc., a Delaware Colorado corporation (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, Holders holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.

SELLING STOCKHOLDERS. The shares of common stock being offered by the Selling Stockholders selling stockholders are those shares previously issued to the Selling Stockholders, and those issuable to the Selling Stockholders, upon conversion of the notes and exercise of the warrantsselling stockholders. For additional information regarding the issuances of those shares of common stock, notes and warrants, see “Private Placements Placement of Shares of Common Stock, Notes and Warrants” above. We are registering the shares of common stock in order to permit the Selling Stockholders selling stockholders to offer the shares for resale from time to time. Except for the ownership of the shares of common stock, notes and the warrants and as otherwise disclosed in the footnotes to the table that follows immediately below, the Selling Stockholders selling stockholders have not had any material relationship with us within the past three years. The table below lists the Selling Stockholders selling stockholders and other information regarding the beneficial ownership of the shares of common stock by each of the Selling Stockholdersselling stockholders. The second column lists the number of shares of common stock beneficially owned by each Selling Stockholderselling stockholder, based on its ownership of the shares of common stock, notes and warrants, as of ________, 2023, assuming conversion of the notes and exercise of the warrants held by the Selling Stockholders on that date, in each case without regard to any limitations on conversion or exercise. The third column lists the shares of common stock being offered by this prospectus by the Selling Stockholdersselling stockholders. In accordance with the terms of a registration rights agreements agreement with the Selling Stockholdersselling stockholders, this prospectus generally covers the resale of the sum of (i) the number of shares of common stock issued to the Selling Stockholders selling stockholders in the “Private Placements Placement of Shares of Common Stock, Notes and Warrants” described above and (ii) the maximum number of shares of common stock issuable upon conversion of the notes and exercise of the warrants, determined as if the notes and the outstanding warrants were converted into common stock or exercised in full, respectively, as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, each as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the registration right agreement, in each case without regard to any limitations on conversion of the notes or the exercise of the warrantsabove. The fourth column assumes the sale of all of the shares offered by the Selling Stockholders selling stockholders pursuant to this prospectus. Under the terms of the warrants, a Selling Stockholder may not exercise the warrants to the extent such exercise would result in such Selling Stockholder, together with its affiliates and attribution parties, to beneficially own a number of shares of common stock which would exceed 4.99% or 9.99%, as applicable, of our then outstanding common stock following such exercise, excluding for purposes of such determination shares of common stock issuable upon exercise of such warrants which have not been exercised. The number of shares in the second and fourth columns do not reflect this limitation. The Selling Stockholders selling stockholders may sell all, some or none of their shares in this offering. See “Plan of Distribution.” The undersigned beneficial owner of common stock (the “Registrable Securities”) of Eterna Therapeutics UpHealth, Inc., a Delaware corporation (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, Holders holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.

SELLING STOCKHOLDERS. The selling stockholders may offer and sell, from time to time, any or all of the shares of common stock being offered for resale by the Selling Stockholders are those this prospectus, which consists of: ● up to [●] shares previously issued of common stock; ● up to the Selling Stockholders, and those [●] shares of common stock issuable to the Selling Stockholders, upon conversion of the notes and exercise of the pre-funded warrants; and ● up to [●] shares of common stock issuable upon exercise of the common warrants. For additional information regarding the issuances issuance of those shares of common stock, notes and warrantsthese securities, see the section titled “Private Placements Placement of Shares of Common Stock, Notes Stock and Warrants.” above. We are registering the shares of common stock in order to permit the Selling Stockholders to offer the shares for resale from time to time. Except for the ownership of the shares of common stock, notes stock and the warrants and as otherwise disclosed in the footnotes to the table that follows immediately belowwarrants, the Selling Stockholders selling stockholders have not had any material relationship with us within the past three years. The As used in this prospectus, the term “selling stockholders” includes the selling stockholders listed in the table below lists below, together with any additional selling stockholders listed in a subsequent amendment to this prospectus, and their donees, pledgees, assignees, transferees, distributees and successors-in-interest that receive shares in any non-sale transfer after the Selling Stockholders and other information regarding the beneficial ownership date of the shares of common stock by each of the Selling Stockholders. The second column lists the number of shares of common stock beneficially owned by each Selling Stockholder, based on its ownership of the shares of common stock, notes and warrants, as of ________, 2023, assuming conversion of the notes and exercise of the warrants held by the Selling Stockholders on that date, in each case without regard to any limitations on conversion or exercise. The third column lists the shares of common stock being offered by this prospectus by the Selling Stockholdersprospectus. In accordance with the terms of a registration rights agreements agreement with the Selling Stockholdersselling stockholders, this prospectus generally covers the resale of the sum of (i) the number of shares of common stock issued to the Selling Stockholders in the “Private Placements of Shares of Common Stock, Notes selling stockholders and Warrants” described above and (ii) the maximum number of shares of common stock issuable upon conversion of the notes and exercise of the warrants, determined as if the notes pre-funded warrants and the outstanding common warrants were converted into common stock or exercised in full, respectively, as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, each as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the registration right agreement, in each case without regard to any limitations on conversion of the notes or the exercise of the such warrants. The fourth column assumes the sale of all of the shares offered by the Selling Stockholders pursuant to this prospectus. Under the terms of the warrantspre-funded warrants and common warrants held by selling stockholders, a Selling Stockholder selling stockholder may not exercise the any such warrants to the extent such exercise would result in cause such Selling Stockholderselling stockholder, together with its affiliates and attribution parties, to beneficially own a number of shares of common stock which would exceed 4.99% or 9.99%, as applicable, of our then outstanding shares common stock following such exercise, excluding for purposes of such determination shares of common stock issuable upon exercise of such warrants which have not been exercised. The table below lists the selling stockholders and other information regarding the beneficial ownership of the shares of common stock by each of the selling stockholders as of June 30, 2023, assuming the full exercise of the warrants held by the selling stockholders on that date, without regard to any limitations on exercises. The following table also provides the number of shares in of common stock that may be sold by each selling stockholder under this prospectus and that each selling stockholder will beneficially own assuming all the second and fourth columns do not reflect shares of common stock that may be offered pursuant to this limitationprospectus are sold. The Selling Stockholders Because each selling stockholder may sell dispose of all, none or some or none portion of their shares in of common stock, no estimate can be given as to the number of shares of common stock that will be beneficially owned by a selling stockholder upon termination of this offering. For purposes of the table below; however, we have assumed that after termination of this offering none of the shares of common stock covered by this prospectus will be beneficially owned by the selling stockholders and further assumed that the selling stockholders will not acquire beneficial ownership of any additional securities during the offering. In addition, the selling stockholders may have sold, transferred or otherwise disposed of, or may sell, transfer or otherwise dispose of, at any time and from time to time, our securities in transactions exempt from the registration requirements of the Securities Act after the date on which the information in the table is presented. See the section titled “Plan of Distribution.” The undersigned beneficial owner of common stock (the “Registrable Securities”) of Eterna Therapeutics AcelRx Pharmaceuticals, Inc., a Delaware corporation (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which the undersigned is a party and to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. In order to sell or otherwise dispose of the Registrable Securities pursuant to the Registration Statement, you will be required to be named as a selling securityholder in the prospectus included in the Registration Statement and one or more supplements thereto (as so supplemented, the “Prospectus”), and deliver the Prospectus to purchasers of the Registrable Securities (including pursuant to Rule 172 under the Securities Act). Therefore, you must complete and deliver this questionnaire (the “Questionnaire”) in order to be named as a selling securityholder in the Prospectus. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, Holders holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectusProspectus. Please keep in mind that, throughout the Questionnaire, the “Company” and “we” refer to AcelRx Pharmaceuticals, Inc., and “you” and “the undersigned” refer to you or the entity on whose behalf you are completing this Questionnaire. Capitalized terms used but not defined herein have the meanings given to them in the Merger Agreement. Please complete and return one copy of this Questionnaire to [●] ([●]@xxxxxx.xxx) of Xxxxxx LLP.

SELLING STOCKHOLDERS. The shares of common stock being offered by the Selling Stockholders selling stockholders are those shares previously issued to the Selling Stockholders, Stockholders and those issuable to the Selling Stockholders, Stockholders upon conversion of the notes and exercise of the warrants. For additional information regarding the issuances of those shares of common stock, notes stock and the warrants, see “"Private Placements of Shares Placement of Common Stock, Notes Shares and Warrants” " above. We are registering the shares of common stock in order to permit the Selling Stockholders selling stockholders to offer the shares for resale from time to time. Except for the ownership of the shares of common stock, notes stock and the warrants and as otherwise disclosed in the footnotes to the table that follows immediately belowwarrants, the Selling Stockholders selling stockholders have not had any material relationship with us within the past three years. The table below lists the Selling Stockholders selling stockholders and other information regarding the beneficial ownership of the shares of common stock by each of the Selling Stockholdersselling stockholders. The second column lists the number of shares of common stock beneficially owned by each Selling Stockholderselling shareholder, based on its ownership of the shares of common stock, notes stock and the warrants, as of ________, 20232007, assuming conversion of the notes and exercise of the warrants held by the Selling Stockholders selling stockholders on that date, in each case without regard to any limitations on conversion or exercise. The third column lists the shares of common stock being offered by this prospectus by the Selling Stockholdersselling stockholders. In accordance with the terms of a registration rights agreements with the Selling Stockholdersholders of the shares of common stock and the warrants, this prospectus generally covers the resale of at least the sum of (i) the number of shares of common stock issued to the Selling Stockholders in the “Private Placements of Shares of Common Stock, Notes and Warrants” described above and (ii) 100% of the maximum number of shares of common stock issued and issuable upon conversion of the notes and exercise of the related warrants, determined as if the notes and the outstanding warrants were converted into common stock or exercised exercised, as applicable, in full, respectively, as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, each as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the registration right agreement, in each case without regard to any limitations on conversion of the notes or the exercise of the warrants. The fourth column assumes the sale of all of the shares offered by the Selling Stockholders selling stockholders pursuant to this prospectus. Under the terms of the warrants, a Selling Stockholder selling stockholder may not exercise the warrants warrants, to the extent such exercise would result in cause such Selling Stockholderselling stockholder, together with its affiliates and attribution partiesaffiliates, to beneficially own a number of shares of common stock which would exceed 4.99% or 9.99%, as applicable, of our then outstanding shares of common stock following such exercise, excluding for purposes of such determination shares of common stock issuable upon exercise of such the warrants which have not been exercised. The number of shares in the second and fourth columns do column does not reflect this limitation. The Selling Stockholders selling stockholders may sell all, some or none of their shares in this offering. See “"Plan of Distribution.” The undersigned beneficial owner of common stock " Investcorp Interlachen Multi-Strategy Master Fund (the “Registrable Securities”1) of Eterna Therapeutics Inc., a Delaware corporation (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, Holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.0

SELLING STOCKHOLDERS. The shares of common stock being offered by the Selling Stockholders selling stockholders are those shares previously issued to the Selling Stockholders, Stockholders and those issuable to the Selling Stockholders, Stockholders upon conversion of the notes and exercise of the warrants. For additional information regarding the issuances of those shares of common stock, notes stock and the warrants, see “"Private Placements of Shares Placement of Common Stock, Notes Stock and Warrants” " above. We are registering the shares of common stock in order to permit the Selling Stockholders selling stockholders to offer the shares for resale from time to time. Except for the ownership of the shares of common stock, notes stock and the warrants and as otherwise disclosed in the footnotes to the table that follows immediately belowwarrants, the Selling Stockholders selling stockholders have not had any material relationship with us within the past three years. The table below lists the Selling Stockholders selling stockholders and other information regarding the beneficial ownership of the shares of common stock by each of the Selling Stockholdersselling stockholders. The second column lists the number of shares of common stock beneficially owned by each Selling Stockholderselling shareholder, based on its ownership of the shares of common stock, notes stock and the warrants, as of ________, 20232007, assuming conversion of the notes and exercise of the warrants held by the Selling Stockholders selling stockholders on that date, in each case without regard to any limitations on conversion or exercise. The third column lists the shares of common stock being offered by this prospectus by the Selling Stockholdersselling stockholders. In accordance with the terms of a registration rights agreements with the Selling Stockholdersholders of the shares of common stock and the warrants, this prospectus generally covers the resale of at least the sum of (i) the number of shares of common stock issued to the Selling Stockholders in the “Private Placements of Shares of Common Stock, Notes and Warrants” described above and (ii) 150% of the maximum number of shares of common stock issued and issuable upon conversion of the notes and exercise of the related warrants, determined as if the notes and the outstanding warrants were converted into common stock or exercised exercised, as applicable, in full, respectively, as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, each as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the registration right agreement, in each case without regard to any limitations on conversion of the notes or the exercise of the warrants. The fourth column assumes the sale of all of the shares offered by the Selling Stockholders selling stockholders pursuant to this prospectus. Under the terms of the warrants, a Selling Stockholder selling stockholder may not exercise the warrants warrants, to the extent such exercise would result in cause such Selling Stockholderselling stockholder, together with its affiliates and attribution partiesaffiliates, to beneficially own a number of shares of common stock which would exceed 4.99% or 9.99%, as applicable, of our then outstanding shares of common stock following such exercise, excluding for purposes of such determination shares of common stock issuable upon exercise of such the warrants which have not been exercised. The number of shares in the second and fourth columns do column does not reflect this limitation. The Selling Stockholders selling stockholders may sell all, some or none of their shares in this offering. See “"Plan of Distribution.” The undersigned beneficial owner of common stock (the “Registrable Securities”) of Eterna Therapeutics Inc., a Delaware corporation (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, Holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus."

SELLING STOCKHOLDERS. The shares of common stock being offered by the Selling Stockholders selling stockholders are those shares previously issued to the Selling Stockholders, and those issuable to the Selling Stockholders, selling stockholders upon conversion of the notes and exercise of the warrants. For additional information regarding the issuances issuance of those shares of common stock, the notes and the warrants, see “Private Placements Placement of Shares of Common Stock, Notes and WarrantsNotes” above. We are registering the shares of common stock in order to permit the Selling Stockholders selling stockholders to offer the shares for resale from time to time. Except for the ownership of the shares of common stock, notes and the warrants issued pursuant to and in connection with the Securities Purchase Agreement, and our engagement of MDB Capital Group LLC as otherwise disclosed a placement agent for the private placement and our engagement of an affiliate of MDB Capital Group LLC as a consultant in respect of our patents and intellectual property the footnotes to the table that follows immediately below, the Selling Stockholders selling stockholders have not had any material relationship with us within the past three years. [Adjust as necessary, according to the facts.] The table below lists the Selling Stockholders selling stockholders and other information regarding the beneficial ownership (as determined under Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder) of the shares of common stock held by each of the Selling Stockholdersselling stockholders. The second column lists the number of shares of common stock beneficially owned by each Selling Stockholderthe selling stockholders, based on its their respective ownership of the shares of common stock, notes and warrants, as of ________, 202320 , assuming conversion of the notes and exercise of the warrants held by the Selling Stockholders each such selling stockholder on that date, in each case without regard to date but taking account of any limitations on conversion or exerciseand exercise set forth therein. The third column lists the shares of common stock being offered by this prospectus by the Selling Stockholdersselling stockholders and does not take into account any limitations on (i) conversion of the notes set forth therein or (ii) exercise of the warrants set forth therein. In accordance with the terms of a registration rights agreements agreement with the Selling Stockholdersholders of the notes and the warrants, this prospectus generally covers the resale of [133%] of the sum of (i) the number of shares of common stock issued to the Selling Stockholders in the “Private Placements of Shares of Common Stock, Notes and Warrants” described above and (ii) the maximum number of shares of common stock issuable upon conversion of the notes and (ii) the maximum number of shares of common stock issuable upon exercise of the warrants, in each case, determined as if the outstanding notes and the outstanding warrants were converted into common stock or exercised (as the case may be) in full, respectively, full (without regard to any limitations on conversion or exercise contained therein) as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, each as of . Because the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the registration right agreement, in each case without regard to any limitations on conversion price of the notes or and the exercise price of the warrantswarrants may be adjusted, the number of shares that will actually be issued may be more or less than the number of shares being offered by this prospectus. The fourth column assumes the sale of all of the shares offered by the Selling Stockholders selling stockholders pursuant to this prospectus. Under the terms of the warrantsnotes, a Selling Stockholder selling stockholder may not exercise convert the warrants notes to the extent (but only to the extent) such exercise would result in such Selling Stockholder, together with selling stockholder or any of its affiliates and attribution parties, to would beneficially own a number of shares of our common stock which would exceed 4.99% or 9.994.9%, as applicable, of our then outstanding common stock following such exercise, excluding for purposes of such determination shares of common stock issuable upon exercise of such warrants which have not been exercised. The number of shares in the second and fourth columns do not reflect this limitationcolumn reflects these limitations. The Selling Stockholders selling stockholders may sell all, some or none of their shares in this offering. See “Plan of Distribution.” The undersigned beneficial owner of common stock (the “Registrable Securities”) of Eterna Therapeutics Inc., a Delaware corporation (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, Holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.

SELLING STOCKHOLDERS. The shares of common stock being offered by the Selling Stockholders selling stockholders are those shares previously issued to the Selling Stockholdersselling stockholders, and those issuable to the Selling Stockholdersselling stockholders, upon conversion of the notes and exercise of the warrants. For additional information regarding the issuances of those shares of common stock, notes stock and warrants, see “Private Placements Placement of Shares of Common Stock, Notes Stock and Warrants” above. We are registering the shares of common stock in order to permit the Selling Stockholders selling stockholders to offer the shares for resale from time to time. Except for the ownership of the shares of common stock, notes stock and the warrants [and as otherwise disclosed in the footnotes to the table that follows immediately below, described under “Certain Relationships with the Selling Stockholders Stockholders,” the selling stockholders have not had any material relationship with us within the past three years. .] The table below lists the Selling Stockholders selling stockholders and other information regarding the beneficial ownership of the shares of common stock by each of the Selling Stockholdersselling stockholders. The second column lists the number of shares of common stock beneficially owned by each Selling Stockholderselling stockholder, based on its ownership of the shares of common stock, notes stock and warrants, as of ________, 2023, assuming conversion of the notes and exercise of the warrants held by the Selling Stockholders selling stockholders on that date, in each case without regard to any limitations on conversion or exerciseexercises. The third column lists the shares of common stock being offered by this prospectus by the Selling Stockholdersselling stockholders. In accordance with the terms of a registration rights agreements agreement with the Selling Stockholdersselling stockholders, this prospectus generally covers the resale of the sum of (i) the number of shares of common stock issued to the Selling Stockholders selling stockholders in the “Private Placements Placement of Shares of Common Stock, Notes Stock and Warrants” described above and (ii) the maximum number of shares of common stock issuable upon conversion of the notes and exercise of the related warrants, determined as if the notes and the outstanding warrants were converted into common stock or exercised in full, respectively, full as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, each as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the registration right agreement, in each case without regard to any limitations on conversion of the notes or the exercise of the warrants. The fourth column assumes the sale of all of the shares offered by the Selling Stockholders selling stockholders pursuant to this prospectus. Under the terms of the warrants, a Selling Stockholder selling stockholder may not exercise the warrants to the extent such exercise would result in cause such Selling Stockholderselling stockholder, together with its affiliates and attribution parties, to beneficially own a number of shares of common stock which would exceed 4.99% or 9.99[4.99%/9.99%][or, in limited circumstances, 19.99%, as applicable, ] of our then outstanding common stock following such exercise, excluding for purposes of such determination shares of common stock issuable upon exercise of such the warrants which have not been exercised. The number of shares in the second and fourth columns do column does not reflect this limitation. The Selling Stockholders selling stockholders may sell all, some or none of their shares in this offering. See “Plan of Distribution.” OMM_US:80757331 OMM_US:80757331 The undersigned beneficial owner of common stock (the “Registrable Securities”) of Eterna Therapeutics Eledon Pharmaceuticals, Inc., a Delaware corporation (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, Holders holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.

SELLING STOCKHOLDERS. The shares of common stock being offered by the Selling Stockholders selling stockholders are those shares previously issued to the Selling Stockholdersselling stockholders, and those issuable to the Selling Stockholdersselling stockholders, upon conversion of the notes and exercise of the warrants. For additional information regarding the issuances of those shares of common stock, notes stock and warrants, see “Private Placements of Shares Placement of Common Stock, Notes Shares and Warrants” above. We are registering the shares of common stock in order to permit the Selling Stockholders selling stockholders to offer the shares for resale from time to time. Except for the ownership of the shares of common stock, notes stock and the warrants and as otherwise disclosed in the footnotes to the table that follows immediately belowwarrants, the Selling Stockholders selling stockholders have not had any material relationship with us within the past three years. The table below lists the Selling Stockholders selling stockholders and other information regarding the beneficial ownership of the shares of common stock by each of the Selling Stockholdersselling stockholders. The second column lists the number of shares of common stock beneficially owned by each Selling Stockholderselling shareholder, based on its ownership of the shares of common stock, notes stock and warrants, as of ________, 20232016, assuming conversion of the notes and exercise of the warrants held by the Selling Stockholders selling stockholders on that date, in each case without regard to any limitations on conversion or exerciseexercises. The third column lists the shares of common stock being offered by this prospectus by the Selling Stockholdersselling stockholders. In accordance with the terms of a registration rights agreements agreement with the Selling Stockholdersselling stockholders, this prospectus generally covers the resale of the sum of (i) the number of shares of common stock issued to the Selling Stockholders selling stockholders in the “Private Placements of Shares of Common Stock, Notes and Warrants” described above __________________ and (ii) the maximum number of shares of common stock issuable upon conversion of the notes and exercise of the related warrants, determined as if the notes and the outstanding warrants were converted into common stock or exercised in full, respectively, full as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, each as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the registration right agreement, in each case without regard to any limitations on conversion of the notes or the exercise of the warrants. The fourth column assumes the sale of all of the shares offered by the Selling Stockholders selling stockholders pursuant to this prospectus. Under the terms of the warrants, a Selling Stockholder selling shareholder may not exercise the warrants to the extent such exercise would result in cause such Selling Stockholderselling shareholder, together with its affiliates and attribution parties, to beneficially own a number of shares of common stock which would exceed 4.99% or 9.99%, as applicable, of our then outstanding common stock following such exercise, excluding for purposes of such determination shares of common stock issuable upon exercise of such the warrants which have not been exercised. The number of shares in the second and fourth columns do column does not reflect this limitation. The Selling Stockholders selling stockholders may sell all, some or none of their shares in this offering. See “Plan of Distribution.” The undersigned beneficial owner of common stock and common stock issuable upon the exercise of warrants (the “Registrable Securities”) issued pursuant to the terms of Eterna Therapeutics a Securities Purchase Agreement by and among PURE Bioscience, Inc., a Delaware corporation (the “Company”), ) and the purchasers signatory thereto understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, Holders holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.

SELLING STOCKHOLDERS. The shares of common stock Shares being offered by the Selling Stockholders selling stockholders are those shares previously issued to the Selling Stockholdersselling stockholders , and those issuable to the Selling Stockholdersselling stockholders , upon conversion of the notes and exercise of the warrants. For additional information regarding the issuances of those shares of common stock, notes Shares and warrants, see “Private Placements Placement of Shares of Common Stock, Notes and Warrants” above. We are registering the shares of common stock Shares in order to permit the Selling Stockholders selling stockholders to offer the shares Shares for resale from time to time. Except for the ownership of the shares of common stock, notes Shares and the warrants and as otherwise disclosed in the footnotes to the table that follows immediately belowwarrants, the Selling Stockholders selling stockholders have not had any material relationship with us within the past three years. The table below lists the Selling Stockholders selling stockholders and other information regarding the beneficial ownership of the shares of common stock Shares by each of the Selling Stockholdersselling stockholders. The second column lists the number of shares of common stock Shares beneficially owned by each Selling Stockholderselling stockholders, based on its ownership of the shares of common stock, notes Shares and warrants, as of ________[●], 20232024, assuming conversion of the notes and exercise of the warrants held by the Selling Stockholders selling stockholders on that date, in each case without regard to any limitations on conversion or exerciseexercises. The third column lists the shares of common stock Shares being offered by this prospectus by the Selling Stockholdersselling stockholders. In accordance with the terms of a registration rights agreements agreement with the Selling Stockholdersselling stockholders, this prospectus generally covers the resale of the sum of (i) the number of shares of common stock Shares issued to the Selling Stockholders selling stockholders in the “Private Placements Placement of Shares of Common Stock, Notes and Warrants” described above and (ii) the maximum number of shares of common stock Shares issuable upon conversion of the notes and exercise of the related warrants, determined as if the notes and the outstanding warrants were converted into common stock or exercised in full, respectively, full as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, each as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the registration right rights agreement, in each case without regard to any limitations on conversion of the notes or the exercise of the warrants. The fourth column assumes the sale of all of the shares Shares offered by the Selling Stockholders selling stockholders pursuant to this prospectus. Under the terms of the warrants, a Selling Stockholder selling stockholder may not exercise the warrants to the extent such exercise would result in cause such Selling Stockholderselling stockholder, together with its affiliates and attribution parties, to beneficially own a number of shares of common stock Shares which would exceed 4.99% or 9.99%, as applicable, of our then outstanding common stock Shares following such exercise, excluding for purposes of such determination shares of common stock Shares issuable upon exercise of such the warrants which that have not been exercised. The number of shares Shares in the second and fourth columns do column does not reflect this limitation. The Selling Stockholders selling stockholders may sell all, some or none of their shares Shares in this offering. See “Plan of Distribution.” The undersigned beneficial owner of common stock Shares (the “Registrable Securities”) of Eterna Therapeutics Viewbix Inc., a Delaware corporation (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, Holders holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.

SELLING STOCKHOLDERS. The shares of common stock being offered by the Selling Stockholders selling stockholders are those shares that may be issued in connection with the conversion and/or repayment of convertible debentures previously issued to the Selling Stockholdersselling stockholders, and those issuable to the Selling Stockholdersselling stockholders, upon conversion of the notes and exercise of the warrants. For additional information regarding the issuances of those shares of common stock, notes stock and warrants, see “Private Placements Placement of Shares of Common Stock, Notes Convertible Debentures and Warrants” above. We are registering the shares of common stock in order to permit the Selling Stockholders selling stockholders to offer the shares for resale from time to time. Except for the ownership of the shares of common stock, notes stock and the warrants and as otherwise disclosed in the footnotes to the table that follows immediately belowwarrants, the Selling Stockholders selling stockholders have not had any material relationship with us within the past three years. The table below lists the Selling Stockholders selling stockholders and other information regarding the beneficial ownership of the shares of common stock by each of the Selling Stockholdersselling stockholders. The second column lists the number of shares of common stock beneficially owned by each Selling Stockholderselling stockholder, based on its ownership of the shares of common stock, notes stock and warrants, as of ________, 20232024, assuming conversion of the notes and exercise of the warrants held by the Selling Stockholders selling stockholders on that date, in each case without regard to any limitations on conversion or exerciseexercises. The third column lists the shares of common stock being offered by this prospectus by the Selling Stockholdersselling stockholders. In accordance with the terms of a registration rights agreements agreement with the Selling Stockholdersselling stockholders, this prospectus generally covers the resale of the sum of (i) the number of shares of common stock that may be issued to the Selling Stockholders selling stockholders in the “Private Placements Placement of Shares of Common Stock, Notes Convertible Debentures and Warrants” described above and (ii) the maximum number of shares of common stock issuable upon conversion of the notes and exercise of the related warrants, determined as if the notes and the outstanding warrants were converted into common stock or exercised in full, respectively, full as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, each as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the registration right agreement, in each case without regard to any limitations on conversion of the notes or the exercise of the warrants. The fourth column assumes the sale of all of the shares offered by the Selling Stockholders selling stockholders pursuant to this prospectus. Under the terms of the warrantswarrants and other warrants held by selling stockholders, a Selling Stockholder selling stockholder may not exercise the any such warrants to the extent such exercise would result in cause such Selling Stockholderselling stockholder, together with its affiliates and attribution parties, to beneficially own a number of shares of common stock which would exceed 4.99% or 9.99%, as applicable, of our then outstanding common stock following such exercise, excluding for purposes of such determination shares of common stock issuable upon exercise of such warrants which have not been exercised. The number of shares in the second and fourth columns do not reflect this limitation. The Selling Stockholders selling stockholders may sell all, some or none of their shares in this offering. See “Plan of Distribution.” The undersigned beneficial owner of common stock (the “Registrable Securities”) of Eterna Therapeutics DIH Holding US, Inc., a Delaware corporation (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, Holders holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.

SELLING STOCKHOLDERS. The shares of common stock being offered by the Selling Stockholders selling stockholders are those shares previously issued to the Selling Stockholdersselling stockholders, and those issuable to the Selling Stockholdersselling stockholders, upon conversion of the notes and exercise of the warrants. For additional information regarding the issuances of those shares of common stock, notes stock and warrants, see “Private Placements Placement of Shares of Common Stock, Notes Stock and Warrants” above. We are registering the shares of common stock in order to permit the Selling Stockholders selling stockholders to offer the shares for resale from time to time. Except for the ownership of the shares of common stock, notes stock and the warrants and as otherwise disclosed for the selling stockholders whose other relationships are provided in the footnotes to the table that follows immediately below“Certain Relationships and Related Party Transactions”1, the Selling Stockholders selling stockholders have not had any material relationship with us within the past three years. The table below lists the Selling Stockholders selling stockholders and other information regarding the beneficial ownership of the shares of common stock by each of the Selling Stockholdersselling stockholders. The second column lists the number of shares of common stock beneficially owned by each Selling Stockholderselling stockholder, based on its ownership of the shares of common stock, notes [prefunded warrants] and warrants, as of ________, 2023, assuming conversion of the notes and exercise of the warrants held by the Selling Stockholders selling stockholders on that date, in each case without regard to any limitations on conversion or exerciseexercises. The third column lists the shares of common stock being offered by this prospectus by the Selling Stockholdersselling stockholders. In accordance with the terms of a registration rights agreements Registration Rights Agreement with the Selling Stockholdersselling stockholders, this prospectus generally covers the resale of the sum of (i) the number of shares of common stock issued to the Selling Stockholders selling stockholders in the “Private Placements Placement of Shares of Common Stock, Notes Stock and Warrants” described above and (ii) the maximum number of shares of common stock issuable upon conversion of the notes and exercise of the related warrants [or prefunded warrants], determined as if the notes and the outstanding warrants [or prefunded warrants] were converted into common stock or exercised in full, respectively, full as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, each as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the registration right agreementRegistration Rights Agreement, in each case without regard to any limitations on conversion of the notes or the exercise of the warrants [or prefunded warrants]. The fourth column assumes the sale of all of the shares offered by the Selling Stockholders selling stockholders pursuant to this prospectus. Under the terms of the warrants [and prefunded warrants], a Selling Stockholder selling stockholder may not exercise the warrants [or prefunded warrants, as applicable,] to the extent such exercise would result in cause such Selling Stockholderselling stockholder, together with its affiliates and attribution parties, to beneficially own a number of shares of common stock which would exceed 4.99% or 9.99%, as applicable, [19.99]% of the number of shares of our then outstanding common stock outstanding following such exercise, excluding exercise (for purposes of such determination the denominator, immediately after giving effect to the issuance of shares of common stock issuable to be issued upon the applicable exercise of such warrants which have not been exercisedwarrant [or prefunded warrant]). The number of shares in the second and fourth columns do not reflect this limitation. The Selling Stockholders selling stockholders may sell all, some or none of their shares in this offering. See “Plan of Distribution.” 1 Note: To add based on questionnaire, given existing share ownership and board representation of certain selling stockholders. The undersigned beneficial owner of shares of common stock, [prefunded warrants] and warrants exercisable into common stock (collectively, the “Registrable Securities”) of Eterna Harpoon Therapeutics Inc., a Delaware corporation (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, Holders holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.

SELLING STOCKHOLDERS. The shares of common stock being offered by the Selling Stockholders Shareholders are those shares previously issued or issuable to the Selling StockholdersShareholders upon the conversion in full of Series E convertible preferred stock, and those issuable to the Selling StockholdersShareholders, upon conversion of the notes and exercise of the warrants. For additional information regarding the issuances of those shares of common stock, notes and warrantsthese securities, see “Private Placements Placement of Shares of Common Stock, Notes Series E and E-1 Convertible Preferred Stock and Warrants” above. We are registering the shares of common stock securities in order to permit the Selling Stockholders to offer the shares for resale from time to time. Except for the ownership of the these shares of common stock, notes and the warrants and as otherwise disclosed in the footnotes to the table that follows immediately belowwarrants, the Selling Stockholders have not had any material relationship with us within the past three years. The table below lists the Selling Stockholders and other information regarding the beneficial ownership of the shares of common stock by each of the Selling Stockholders. The second column lists the number of shares of common stock beneficially owned by each Selling Stockholder, based on its ownership of the shares of common stock, notes stock and warrants, as of ________, 20232019, assuming conversion of the notes and exercise of the warrants held by the Selling Stockholders on that date, in each case without regard to any limitations on conversion or exerciseexercises. The third column lists the shares of common stock being offered by this prospectus by the Selling Stockholders. In accordance with the terms of a registration rights agreements with agreement between the Company and the Selling Stockholders, this prospectus generally covers the resale of the sum of (i) the number of shares of common stock issued or issuable to the Selling Stockholders upon the conversion in full of the Series E and E-1 Convertible Preferred Stock assuming a Conversion Price (as defined in the Certificates of Designation) equal to $___1 (subject to adjustment for reverse and forward stock splits, recapitalizations and similar transactions following the date of the Purchase Agreement) ) immediately following the Reverse Stock Split Date (as defined in the Certificate of Designation) in the “Private Placements Placement of Shares of Common Stock, Notes Series E and E-1 Convertible Preferred Stock and Warrants” described above and (ii) the maximum number of shares of common stock issuable upon conversion of the notes and exercise of the warrantsrelated warrants assuming Reset Exercise Price (as defined in the Warrants) equal to $___2 (subject to adjustment for reverse and forward stock splits, recapitalizations and similar transactions following the date of the Purchase Agreement) ) immediately following the Reverse Stock Split Date (as defined in the Certificate of Designation), determined as if the notes and the outstanding warrants were converted into common stock or exercised in full, respectively, full as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, each as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the registration right agreement, in each case without regard to any limitations on conversion of the notes or the exercise of the warrants. The fourth column assumes the sale of all of the shares offered by the Selling Stockholders pursuant to this prospectus. Under the terms of the warrants, a Selling Stockholder may not exercise the warrants to the extent such exercise would result in such Selling Stockholder, together with its affiliates and attribution parties, to beneficially own a number of shares of common stock which would exceed 4.99% or 9.99%, as applicable, of our then outstanding common stock following such exercise, excluding for purposes of such determination shares of common stock issuable upon exercise of such warrants which have not been exercised. The number of shares in the second and fourth columns do not reflect this limitation. The Selling Stockholders may sell all, some or none of their shares in this offering. See “Plan of Distribution.” The undersigned beneficial owner of common stock (the “Registrable Securities”) of Eterna Therapeutics Inc., a Delaware corporation (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, Holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.

SELLING STOCKHOLDERS. The shares of common stock being offered by the Selling Stockholders are those shares previously issued to the Selling Stockholders, and those issuable to the Selling Stockholders, upon conversion of the notes and exercise of the warrants. For additional information regarding the issuances of those shares of common stock, notes stock and warrants, see “Private Placements Placement of Shares of Common Stock, Notes Stock and Warrants” above. We are registering the shares of common stock in order to permit the Selling Stockholders to offer the shares for resale from time to time. Except for the ownership of the shares of common stock, notes stock and the warrants and as otherwise disclosed in the footnotes to the table that follows immediately belowwarrants, the Selling Stockholders have not had any material relationship with us within the past three years. The table below lists the Selling Stockholders and other information regarding the beneficial ownership of the shares of common stock by each of the Selling Stockholders. The second column lists the number of shares of common stock beneficially owned by each Selling Stockholder, based on its ownership of the shares of common stock, notes stock and warrants, as of ________[·], 20232019, assuming conversion of the notes and exercise of the warrants held by the Selling Stockholders on that date, in each case without regard to any limitations on conversion or exerciseexercises. The third column lists the shares of common stock being offered by this prospectus by the Selling Stockholders, assuming exercise of the warrants held by the Selling Stockholders on [·], 2019, without regard to any limitations on exercises. In accordance with the terms of a registration rights agreements with the Selling StockholdersRegistration Rights Agreement, this prospectus generally covers the resale of the sum of (i) the number of shares of common stock issued to the Selling Stockholders in the “Private Placements of Shares of Common Stock, Notes and Warrants” Placement described above and (ii) the maximum number of shares of common stock issuable upon conversion of the notes and exercise of the related warrants, determined as if the notes and the outstanding warrants were converted into common stock or exercised in full, respectively, full as of the trading day immediately preceding the date this the registration statement of which this prospectus forms as part was initially filed with the SEC, each as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the registration right agreementRegistration Rights Agreement, in each case without regard to any limitations on conversion of the notes or the exercise of the warrants. The fourth column assumes the sale of all of the shares offered by the Selling Stockholders pursuant to this prospectus, assuming exercise of the warrants held by the Selling Stockholders on [·], 2019, without regard to any limitations on exercises, and that the Selling Stockholders do not acquire any additional shares. Information in the table below, with respect to beneficial ownership, has been furnished by the Selling Stockholders. Under the terms of the warrants, a Selling Stockholder may not exercise the warrants to the extent such exercise would result in cause such Selling Stockholder, together with its affiliates and attribution parties, to beneficially own a number of shares of common stock which would exceed 4.99% or 9.99%, as applicable, % of our then outstanding common stock following such exercise, excluding for purposes of such determination shares of common stock issuable upon exercise of such the warrants which have not been exercised. The number of shares in the second and fourth columns do [second] column does not reflect this limitation. Information concerning the Selling Stockholders may change from time to time and any changed information will be set forth in supplements to this prospectus, if and when necessary. The Selling Stockholders may sell all, some or none of their shares in this offering. We cannot advise you as to whether the Selling Stockholders will in fact sell any or all of such shares. In addition, the Selling Stockholders listed in the table below may have sold, transferred or otherwise disposed of, or may sell, transfer or otherwise dispose of, at any time and from time to time, shares in transactions exempt from the registration requirements of the Securities Act, after the date on which they provided the information set forth in the table below. See “Plan of Distribution.” To our knowledge, each person named in the table has sole voting and investment power with respect to all of the securities shown as beneficially owned by such person, except as otherwise set forth in the notes to the table. The number of securities shown represents the number of securities the person “beneficially owns,” as determined by the rules of the SEC. The SEC has defined “beneficial” ownership of a security to mean the possession, directly or indirectly, of voting power and/or investment power. A security holder is also deemed to be, as of any date, the beneficial owner of all securities that such security holder has the right to acquire within 60 days after that date through (1) the exercise of any option, warrant or right, (2) the conversion of a security, (3) the power to revoke a trust, discretionary account or similar arrangement, or (4) the automatic termination of a trust, discretionary account or similar arrangement. The percentages in the table below reflect beneficial ownership immediately prior to the date of this prospectus and immediately after the resale of all shares subject to resale pursuant to this prospectus as determined in accordance with Rule 13d-3 under the Exchange Act and are based on [·] shares of our common stock outstanding as of the date of this prospectus. The undersigned beneficial owner of common stock (the “Registrable Securities”) of Eterna Therapeutics Ideal Power Inc., a Delaware corporation (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, Holders holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.

SELLING STOCKHOLDERS. The shares of common stock being offered by the Selling Stockholders selling stockholders are those shares previously issued to the Selling Stockholdersselling stockholders, and those issuable to the Selling Stockholdersselling stockholders, upon conversion of preferred stock or the notes and exercise of the warrants. For additional information regarding the issuances of those shares of preferred stock and warrants and common stock, notes stock issued and issuable upon conversion of the preferred stock and the exercise of the warrants, see “Private Placements Placement of Shares of Common Stock, Notes Preferred Stock and Warrants” above. We are registering the shares of common stock in order to permit the Selling Stockholders selling stockholders to offer the shares for resale from time to time. Except for the ownership of the shares of common stock, notes and the warrants and as otherwise disclosed in the footnotes to the table that follows immediately belowour securities, the Selling Stockholders selling stockholders have not had any material relationship with us within the past three years. The table below lists the Selling Stockholders selling stockholders and other information regarding the beneficial ownership of the shares of common stock by each of the Selling Stockholdersselling stockholders. The second column lists the number of shares of common stock beneficially owned by each Selling Stockholderselling stockholder, based on its ownership of the shares of preferred stock, common stock, notes warrants and warrantsany other rights to purchase our common stock, as of ________, 20232022, assuming conversion of the notes and exercise of the any warrants or other rights held by the Selling Stockholders selling stockholders on that date, in each case without regard to any limitations on exercises, and further assuming conversion or exercisein full of the preferred stock. The third column lists the shares of common stock being offered by this prospectus by the Selling Stockholdersselling stockholders. In accordance with the terms of a registration rights agreements agreement with the Selling Stockholdersselling stockholders, this prospectus generally covers the resale of the sum of (i) the number of shares of common stock issued to the Selling Stockholders in the “Private Placements of Shares of Common Stock, Notes and Warrants” described above and (ii) the maximum number of shares of common stock issuable upon conversion of the notes preferred stock and the exercise of the warrantswarrants issued in the “Private Placement of Shares of Preferred Stock and Warrants” described above, determined as if the notes and the outstanding warrants were converted into common stock or exercised in full, respectively, as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, each as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the registration right agreement, in each case without regard giving effect to any limitations on conversion of beneficial ownership limitation contained in the notes preferred stock or the exercise of the warrants. The fourth column assumes the sale of all of the shares offered by the Selling Stockholders selling stockholders pursuant to this prospectus. Under the terms of the warrants, a Selling Stockholder may not exercise the warrants to the extent such exercise would result in such Selling Stockholder, together with its affiliates and attribution parties, to beneficially own a number of shares of common stock which would exceed 4.99% or 9.99%, as applicable, of our then outstanding common stock following such exercise, excluding for purposes of such determination shares of common stock issuable upon exercise of such warrants which have not been exercised. The number of shares in the second and fourth columns do not reflect this limitation. The Selling Stockholders may sell all, some or none of their shares in this offering. See “Plan of Distribution.” The undersigned beneficial owner of common stock (the “Registrable Securities”) of Eterna Therapeutics First Wave BioPharma, Inc., a Delaware corporation (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, Holders holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.

SELLING STOCKHOLDERS. The shares of common stock being offered by the Selling Stockholders selling stockholders are those shares [previously issued issued] [issuable to] the selling stockholders pursuant to the Selling Stockholders, and those issuable to the Selling Stockholders, Purchase Agreement and/or upon conversion of the notes and exercise of the warrantspreferred stock. For additional information regarding the issuances of those shares of common stock, notes and warrantsshares, see “Private Placements of Shares of Common Stock, Notes and WarrantsPlacement” above. We are registering the shares of common stock in order to permit the Selling Stockholders selling stockholders to offer the shares for resale from time to time. Except for the ownership of the shares of preferred stock and common stock, notes and the warrants stock and as otherwise disclosed set forth in the footnotes to the table that follows immediately belowthis prospectus, the Selling Stockholders selling stockholders have not had any material relationship with us within the past three years. The table below lists the Selling Stockholders selling stockholders and other information regarding the beneficial ownership of the shares of common stock by each of the Selling Stockholdersselling stockholders. The second column lists the number of shares of common stock beneficially owned by each Selling Stockholderselling stockholder, based on its ownership of the shares of common preferred stock, notes common stock and warrants, as of ________________, 20232022, assuming conversion of the notes preferred stock and exercise of the warrants held by the Selling Stockholders selling stockholders on that date, in each case without regard to any limitations on conversion conversions or exerciseexercises. The third column lists the shares of common stock being offered by this prospectus by the Selling Stockholdersselling stockholders. In accordance with the terms of a registration rights agreements agreement with the Selling Stockholdersselling stockholders, this prospectus generally covers the resale of the sum of (i) the maximum number of shares of common stock issued pursuant to the Selling Stockholders in the “Private Placements of Shares of Common Stock, Notes and Warrants” described above and (ii) the maximum number of shares of common stock Purchase Agreement or issuable upon conversion of the notes and exercise of the warrantspreferred stock, determined as if the notes and the outstanding warrants shares of preferred stock were converted into common stock or exercised in full, respectively, full as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, each SEC as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the registration right rights agreement, in each case without regard to any limitations on the conversion of the notes or the exercise of the warrantspreferred stock. The fourth column assumes the sale of all of the shares offered by the Selling Stockholders selling stockholders pursuant to this prospectus. Under the terms of the warrantsCertificate of Designation, a Selling Stockholder selling stockholder may not exercise convert the warrants preferred stock to the extent such exercise conversion would result in cause such Selling Stockholderselling stockholder, together with its affiliates and attribution parties, to beneficially own a number of shares of common stock which would exceed [4.99% or 9.99%, as applicable, ] [19.99%] of our then outstanding common stock following such exerciseconversion, excluding for purposes of such determination shares of common stock issuable upon exercise conversion of such warrants the preferred stock which have has not been exercisedconverted. The number of shares in the second and fourth columns do column does not reflect this limitation. The Selling Stockholders selling stockholders may sell all, some or none of their shares in this offering. See “Plan of Distribution.” The undersigned beneficial owner of common stock (the “Registrable Securities”) of Eterna Therapeutics Duos Technologies Group, Inc., a Delaware Florida corporation (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, Holders holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.

SELLING STOCKHOLDERS. The shares of common stock being offered by the Selling Stockholders selling stockholders are those shares previously issued to the Selling Stockholders, and those issuable to the Selling Stockholders, upon conversion of the notes and exercise of the warrants. For additional information regarding the issuances of those shares of common stock, notes stock and warrants, see “Private Placements of Shares Placement of Common Stock, Notes Shares and Warrants” above. We are registering the offer and resale of the shares of common stock in order to permit the Selling Stockholders to offer the shares for resale from time to time. Except for the ownership of the shares of common stock, notes stock and the warrants and as otherwise disclosed in the footnotes to the table that follows immediately belowwarrants, the Selling Stockholders have not had any material relationship with us within the past three years. The table below lists the Selling Stockholders and other information regarding the beneficial ownership of the shares of common stock by each of the Selling Stockholders. The second column lists the number of shares of common stock beneficially owned by each Selling Stockholder, based on its ownership of the shares of common stock, notes stock and warrants, as of ________, 2023, assuming conversion of the notes and exercise of the warrants held by the Selling Stockholders on that date, in each case without regard to any limitations on conversion or exercise. The third column lists the shares of common stock being offered by this prospectus by the Selling Stockholders. In accordance with the terms of a registration rights agreements agreement with the Selling Stockholders, this prospectus generally covers the resale of the sum of (i) the number of shares of common stock issued to the Selling Stockholders in the “Private Placements of Shares Placement of Common Stock, Notes Shares and Warrants” described above and (ii) the maximum number of shares of common stock issuable upon conversion of the notes and exercise of the related warrants, determined as if the notes and the outstanding warrants were converted into common stock or exercised in full, respectively, full as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, each as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the registration right agreement, in each case without regard to any limitations on conversion of the notes or the exercise of the warrants. The fourth column assumes reflects the number of shares of common stock beneficially owned by each Selling Stockholder, assuming the sale of all of the shares offered by the Selling Stockholders pursuant to this prospectus. Under the terms of the warrants, a Selling Stockholder Stockholders may not exercise the warrants to the extent such exercise would result in cause such Selling StockholderStockholders, together with its affiliates and attribution parties, to beneficially own a number of shares of common stock which would exceed 4.99% or 9.99%, as applicable, of our then outstanding common stock following such exercise, excluding for purposes of such determination shares of common stock issuable upon exercise of such warrants which have not been exercised. The number of shares in the second and fourth columns do not reflect this limitation. The Selling Stockholders may sell all, some or none of their shares in this offering. See “Plan of Distribution.” The undersigned beneficial owner of common stock Common Stock (the “Registrable Securities”) of Eterna VYNE Therapeutics Inc., a Delaware corporation (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the resale of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement Agreement, dated as of October 27, 2023 to which the Company and the undersigned are parties (the “Registration Rights Agreement”) to which this document is annexed). A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, Holders holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.

SELLING STOCKHOLDERS. The shares of common stock Common Stock being offered by the Selling Stockholders selling stockholders are those shares previously issued to the Selling Stockholdersselling stockholders, and those issuable to the Selling Stockholdersselling stockholders, upon conversion of the notes and exercise of the warrants. For additional information regarding the issuances of those shares of common stock, notes Common Stock and warrants, see “Private Placements Placement of Shares of Common Stock, Notes Stock and Warrants” above. We are registering the shares of common stock Common Stock in order to permit the Selling Stockholders selling stockholders to offer the shares for resale from time to time. Except for the ownership of the shares of common stock, notes Common Stock and the warrants and as otherwise disclosed in the footnotes to the table that follows immediately belowwarrants, the Selling Stockholders selling stockholders have not had any material relationship with us within the past three years. The table below lists the Selling Stockholders selling stockholders and other information regarding the beneficial ownership of the shares of common stock Common Stock by each of the Selling Stockholdersselling stockholders. The second column lists the number of shares of common stock Common Stock beneficially owned by each Selling Stockholderselling stockholder, based on its ownership of the shares of common stock, notes Common Stock and warrants, as of ________[●], 2023, assuming conversion of the notes and exercise of the warrants held by the Selling Stockholders selling stockholders on that date, in each case without regard to any limitations on conversion or exerciseexercises. The third column lists the shares of common stock Common Stock being offered by this prospectus by the Selling Stockholdersselling stockholders. In accordance with the terms of a registration rights agreements agreement with the Selling Stockholdersselling stockholders, this prospectus generally covers the resale of the sum of (i) the number of shares of common stock Common Stock issued to the Selling Stockholders selling stockholders in the “Private Placements Placement of Shares of Common Stock, Notes Stock and Warrants” described above and (ii) the maximum number of shares of common stock Common Stock issuable upon conversion of the notes and exercise of the related warrants, determined as if the notes and the outstanding warrants were converted into common stock or exercised in full, respectively, full as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, each as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the registration right rights agreement, in each case without regard to any limitations on conversion of the notes or the exercise of the warrants. The fourth column assumes the sale of all of the shares offered by the Selling Stockholders selling stockholders pursuant to this prospectus. Under the terms of the warrants, a Selling Stockholder selling stockholder may not exercise the warrants to the extent such exercise would result in cause such Selling Stockholderselling stockholder, together with its affiliates and attribution parties, to beneficially own a number of shares of common stock Common Stock which would exceed 4.99% or 9.99%, as applicable, of our then outstanding common stock Common Stock following such exercise, excluding for purposes of such determination shares of common stock Common Stock issuable upon exercise of such the warrants which that have not been exercised. The number of shares in the second and fourth columns do column does not reflect this limitation. The Selling Stockholders selling stockholders may sell all, some or none of their shares in this offering. See “Plan of Distribution.” The undersigned beneficial owner of common stock shares of Common Stock (the “Registrable Securities”) of Eterna Therapeutics Avenue Therapeutics, Inc., a Delaware corporation (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, Holders holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.

SELLING STOCKHOLDERS. The shares of common stock being offered by the Selling Stockholders selling stockholders are those shares previously issued to the Selling Stockholdersselling stockholders, and those issuable to the Selling Stockholdersselling stockholders, upon conversion pursuant to that certain Investment Agreement dated as of the notes and exercise of the warrantsJanuary 8, 2024. For additional information regarding the issuances of those shares of common stock, notes and warrants, stock see “Private Placements Placement of Shares of Common Stock, Notes and Warrants” above. We are registering the shares of common stock in order to permit the Selling Stockholders selling stockholders to offer the shares for resale from time to time. Except for the ownership of the shares of common stock, notes selling stockholders whose relationships are provided in “Certain Relationships and the warrants and as otherwise disclosed in the footnotes to the table that follows immediately belowRelated Party Transactions”1, the Selling Stockholders selling stockholders have not had any material relationship with us within the past three years. The table below lists the Selling Stockholders selling stockholders and other information regarding the beneficial ownership of the shares of common stock by each of the Selling Stockholdersselling stockholders. The second column lists the number of shares of common stock beneficially owned by each Selling Stockholderselling stockholder, based on its ownership of the shares of common stock, notes and warrants, stock as of ________, 2023, assuming conversion of the notes and exercise of the warrants held by the Selling Stockholders on that date, in each case without regard to any limitations on conversion or exercise2024. The third column lists the shares of common stock being offered by this prospectus by the Selling Stockholdersselling stockholders. In accordance with the terms of a registration rights agreements Registration Rights Agreement with the Selling Stockholdersselling stockholders, this prospectus generally covers the resale of the sum of (i) the number of shares of common stock issued to the Selling Stockholders in the “Private Placements of Shares of Common Stock, Notes and Warrants” described above and (ii) the maximum number of shares of common stock issuable upon conversion to the selling stockholders in the “Private Placement of the notes and exercise Shares of the warrants, determined as if the notes and the outstanding warrants were converted into common stock or exercised in full, respectively, as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, each Common Stock” described above as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the registration right agreement, in each case without regard to any limitations on conversion of the notes or the exercise of the warrantsRegistration Rights Agreement. The fourth column assumes the sale of all of the shares offered by the Selling Stockholders selling stockholders pursuant to this prospectus. Under the terms of the warrants, a Selling Stockholder may not exercise the warrants to the extent such exercise would result in such Selling Stockholder, together with its affiliates and attribution parties, to beneficially own a number of shares of common stock which would exceed 4.99% or 9.99%, as applicable, of our then outstanding common stock following such exercise, excluding for purposes of such determination shares of common stock issuable upon exercise of such warrants which have not been exercised. The number of shares in the second and fourth columns do not reflect this limitation. The Selling Stockholders selling stockholders may sell all, some or none of their shares in this offering. See “Plan of Distribution.” The undersigned beneficial owner of common stock (the “Registrable Securities”) of Eterna Therapeutics Inc., a Delaware corporation (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, Holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.

SELLING STOCKHOLDERS. The selling stockholders may offer and sell, from time to time, any or all of the shares of common stock being offered for resale by the Selling Stockholders are those this prospectus, which consists of: ● up to [●] shares previously issued of common stock; and ● up to the Selling Stockholders, and those [●] shares of common stock issuable to the Selling Stockholders, upon conversion of the notes and exercise of the pre-funded warrants. For additional information regarding the issuances issuance of those shares of common stock, notes and warrantsthese securities, see the section titled “Private Placements Placement of Shares of Common Stock, Notes Stock and Pre-Funded Warrants.” above. We are registering the shares of common stock in order to permit the Selling Stockholders to offer the shares for resale from time to time. Except for the ownership of the shares of common stock, notes stock and the warrants and as otherwise disclosed in the footnotes to the table that follows immediately belowwarrants, the Selling Stockholders selling stockholders have not had any material relationship with us within the past three years. The As used in this prospectus, the term “selling stockholders” includes the selling stockholders listed in the table below lists below, together with any additional selling stockholders listed in a subsequent amendment to this prospectus, and their donees, pledgees, assignees, transferees, distributees and successors-in-interest that receive shares in any non-sale transfer after the Selling Stockholders and other information regarding the beneficial ownership date of the shares of common stock by each of the Selling Stockholders. The second column lists the number of shares of common stock beneficially owned by each Selling Stockholder, based on its ownership of the shares of common stock, notes and warrants, as of ________, 2023, assuming conversion of the notes and exercise of the warrants held by the Selling Stockholders on that date, in each case without regard to any limitations on conversion or exercise. The third column lists the shares of common stock being offered by this prospectus by the Selling Stockholdersprospectus. In accordance with the terms of a registration rights agreements agreement with the Selling Stockholdersselling stockholders, this prospectus generally covers the resale of the sum of (i) the number of shares of common stock issued to the Selling Stockholders in the “Private Placements of Shares of Common Stock, Notes selling stockholders and Warrants” described above and (ii) the maximum number of shares of common stock issuable upon conversion of the notes and exercise of the warrants, determined as if the notes and the outstanding pre-funded warrants were converted into common stock or exercised in full, respectively, as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, each as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the registration right agreement, in each case without regard to any limitations on conversion of the notes or the exercise of the such warrants. The fourth column assumes the sale of all of the shares offered by the Selling Stockholders pursuant to this prospectus. Under the terms of the warrantspre-funded held by selling stockholders, a Selling Stockholder selling stockholder may not exercise the any such warrants to the extent such exercise would result in cause such Selling Stockholderselling stockholder, together with its affiliates and attribution parties, to beneficially own a number of shares of common stock which would exceed 4.99% or 9.99%, as applicable, of our then outstanding shares common stock following such exercise, excluding for purposes of such determination shares of common stock issuable upon exercise of such warrants which have not been exercised. The table below lists the selling stockholders and other information regarding the beneficial ownership of the shares of common stock by each of the selling stockholders as of December 31, 2023, assuming the full exercise of the warrants held by the selling stockholders on that date, without regard to any limitations on exercises. The following table also provides the number of shares in of common stock that may be sold by each selling stockholder under this prospectus and that each selling stockholder will beneficially own assuming all the second and fourth columns do not reflect shares of common stock that may be offered pursuant to this limitationprospectus are sold. The Selling Stockholders Because each selling stockholder may sell dispose of all, none or some or none portion of their shares in of common stock, no estimate can be given as to the number of shares of common stock that will be beneficially owned by a selling stockholder upon termination of this offering. For purposes of the table below; however, we have assumed that after termination of this offering none of the shares of common stock covered by this prospectus will be beneficially owned by the selling stockholders and further assumed that the selling stockholders will not acquire beneficial ownership of any additional securities during the offering. In addition, the selling stockholders may have sold, transferred or otherwise disposed of, or may sell, transfer or otherwise dispose of, at any time and from time to time, our securities in transactions exempt from the registration requirements of the Securities Act after the date on which the information in the table is presented. See the section titled “Plan of Distribution.” The undersigned beneficial owner of common stock (the “Registrable Securities”) of Eterna Therapeutics Talphera, Inc., a Delaware corporation (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which the undersigned is a party and to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. In order to sell or otherwise dispose of the Registrable Securities pursuant to the Registration Statement, you will be required to be named as a selling securityholder in the prospectus included in the Registration Statement and one or more supplements thereto (as so supplemented, the “Prospectus”), and deliver the Prospectus to purchasers of the Registrable Securities (including pursuant to Rule 172 under the Securities Act). Therefore, you must complete and deliver this questionnaire (the “Questionnaire”) in order to be named as a selling securityholder in the Prospectus. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, Holders holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectusProspectus.

SELLING STOCKHOLDERS. The shares of common stock being offered by the Selling Stockholders are those shares previously issued to the Selling Stockholders, and those issuable to the Selling Stockholders, upon conversion of the notes and exercise of the warrants. For additional information regarding the issuances of those shares of common stock, notes stock and warrants, see “Private Placements Placement of Shares of Common Stock, Notes Stock and Warrants” above. We are registering the shares of common stock in order to permit the Selling Stockholders to offer the shares for resale from time to time. Except for the ownership of the shares of common stock, notes stock and the warrants and as otherwise disclosed in the footnotes to the table that follows immediately belowwarrants, the Selling Stockholders have not had any material relationship with us within the past three years. The table below lists the Selling Stockholders and other information regarding the beneficial ownership of the shares of common stock by each of the Selling Stockholders. The second column lists the number of shares of common stock beneficially owned by each Selling Stockholder, based on its ownership of the shares of common stock, notes stock and warrants, as of ________, 20232022, assuming conversion of the notes and exercise of the warrants held by the Selling Stockholders on that date, in each case without regard to any limitations on conversion or exerciseexercises. The third column lists the shares of common stock being offered by this prospectus by the Selling Stockholders. In accordance with the terms of a registration rights agreements agreement with the Selling Stockholders, this prospectus generally covers the resale of the sum of (i) the number of shares of common stock issued to the Selling Stockholders in the “Private Placements Placement of Shares of Common Stock, Notes Stock and Warrants” described above and (ii) the maximum number of shares of common stock issuable upon conversion of the notes and exercise of the related warrants, determined as if the notes and the outstanding warrants were converted into common stock or exercised in full, respectively, full as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, each as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the registration right agreement, in each case without regard to any limitations on conversion of the notes or the exercise of the warrants. The fourth column assumes the sale of all of the shares offered by the Selling Stockholders pursuant to this prospectus. Under the terms of the warrantswarrants [and other warrants held by Selling Stockholders], a Selling Stockholder may not exercise the [the] [any such] warrants to the extent such exercise would result in cause such Selling Stockholder, together with its affiliates and attribution parties, to beneficially own a number of shares of common stock which would exceed 4.99% or 9.99%, as applicable, of our then outstanding common stock following such exercise, excluding for purposes of such determination shares of common stock issuable upon exercise of such warrants which have not been exercised. The number of shares in the second and fourth columns do not reflect this limitation. The Selling Stockholders may sell all, some or none of their shares in this offering. See “Plan of Distribution.” The undersigned beneficial owner holder of shares of common stock stock, par value $0.0001 per share (the “Registrable Securities”) of Eterna Therapeutics Rxxx’x, Inc., a Delaware corporation (the “Company”), issued pursuant to a certain Securities Purchase Agreement by and among the Company and the Purchasers named therein, dated as of March 10, 2022 (the “Agreement”) understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. In order to sell or otherwise dispose of any Registrable Securities pursuant to the Registration Statement, a holder of Registrable Securities generally will be required to be named as a selling stockholder in the related prospectus or a supplement thereto (as so supplemented, the “Prospectus”), deliver the Prospectus to purchasers of Registrable Securities (including pursuant to Rule 172 under the Securities Act) and be bound by the provisions of the Agreement (including certain indemnification provisions, as described below). Holders must complete and deliver this Notice and Questionnaire in order to be named as selling stockholders in the Prospectus. Holders of Registrable Securities who do not complete, execute and return this Notice and Questionnaire within five (5)Trading Days following the date of the Agreement (1) will not be named as selling stockholders in the Resale Registration Statement or the Prospectus and (2) may not use the Prospectus for resales of Registrable Securities. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, Holders holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.

SELLING STOCKHOLDERS. The shares of common stock being offered by the Selling Stockholders selling stockholders are those shares previously issued to the Selling Stockholders, selling stockholders and those issuable to the Selling Stockholders, selling stockholders upon conversion of the notes and exercise of the warrants. For additional information regarding the issuances of those shares of common stock, notes and warrants, see “Private Placements of Shares Placement of Common Stock, Notes Shares and Warrants” above. We are registering the shares of common stock in order to permit the Selling Stockholders selling stockholders to offer the shares for resale from time to time. Except for the ownership of the shares of common stock, notes stock and the warrants and as otherwise disclosed in the footnotes to the table that follows immediately belowwarrants, the Selling Stockholders selling stockholders have not had any material relationship with us within the past three years. [NOTE: this sentence need not be included with respect to any transferee for which the statement is not accurate.] The table below lists the Selling Stockholders selling stockholders and other information regarding the beneficial ownership of the shares of common stock by each of the Selling Stockholdersselling stockholders. The second column lists the number of shares of common stock beneficially owned by each Selling Stockholderselling shareholder, based on its ownership of the shares of common stock, notes stock and warrants, the warrants as of __________ ___, 20232007, assuming conversion of the notes and exercise of the warrants held by the Selling Stockholders selling stockholders on that date, in each case without regard to any limitations on conversion or exercise. The third column lists the shares of common stock being offered by this prospectus by the Selling Stockholdersselling stockholders. In accordance with the terms of a the registration rights agreements agreement with the Selling Stockholdersholders of the shares of common stock and the warrants, this prospectus generally covers the resale of the sum aggregate number of (i) shares of common stock equal to the number of shares of common stock issued to and the Selling Stockholders in the “Private Placements of Shares of Common Stock, Notes and Warrants” described above and (ii) the maximum number of shares of common stock issuable upon conversion of the notes and exercise of the related warrants, determined as if the notes and the outstanding warrants were converted into common stock or exercised exercised, as applicable, in full, respectivelyin each case, as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, each as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the registration right agreement, in each case without regard to any limitations on conversion of the notes or the exercise of the warrants. The fourth column assumes the sale of all of the shares offered by the Selling Stockholders selling stockholders pursuant to this prospectus. Under the terms of the warrants, a Selling Stockholder selling stockholder may not exercise the warrants warrants, to the extent such exercise would result in cause such Selling Stockholderselling stockholder, together with its affiliates and attribution partiesaffiliates, to beneficially own a number of shares of common stock which would exceed 4.99% or 9.99%, as applicable, of our then outstanding shares of common stock following such exercise, excluding for purposes of such determination shares of common stock issuable upon exercise of such the warrants which have not been exercised. The number of shares in the second and fourth columns do column does not reflect this limitation. The Selling Stockholders selling stockholders may sell all, some or none of their shares in this offering. See “Plan of Distribution.” The undersigned beneficial owner of common stock (the “Registrable Securities”) of Eterna Therapeutics Inc., a Delaware corporation (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, Holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.

SELLING STOCKHOLDERS. The shares of common stock being offered by the Selling Stockholders selling shareholders are those shares previously issued to the Selling Stockholdersselling shareholders, and those issuable to the Selling Stockholdersselling shareholders, upon conversion of the notes and exercise of the warrants. For additional information regarding the issuances of those shares of common stock, notes stock and warrants, see “"Private Placements of Shares Placement of Common Stock, Notes and Warrants” Shares" above. We are registering the shares of common stock in order to permit the Selling Stockholders selling shareholders to offer the shares for resale from time to time. Except for the ownership [Description of the shares of common stock, notes relationship between any selling shareholders and the warrants and as otherwise disclosed in the footnotes Company to the table that follows immediately below, the Selling Stockholders have not had any material relationship with us within the past three years. be provided.] The table below lists the Selling Stockholders selling shareholders and other information regarding the beneficial ownership of the shares of common stock by each of the Selling Stockholdersselling shareholders. The second column lists the number of shares of common stock beneficially owned by each Selling Stockholderselling shareholder, based on its ownership of the shares of common stock, notes and warrants, as of ________, 20232018, assuming conversion of the notes and exercise of the warrants held by the Selling Stockholders selling shareholders on that date, in each case without regard to any limitations on conversion or exerciseexercises. The third column lists the shares of common stock being offered by this prospectus by the Selling Stockholdersselling shareholders. In accordance with the terms of a registration rights agreements agreement with the Selling Stockholdersselling shareholders, this prospectus generally covers the resale of the sum of (i) the number of shares of common stock issued to the Selling Stockholders selling shareholders in the “Private Placements of Shares of Common Stock, Notes and Warrants” described above and (ii) the maximum number of shares of common stock issuable upon conversion of the notes and exercise of the warrants, determined as if the notes and the outstanding warrants were converted into common stock or exercised in full, respectively, as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, each as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the registration right agreement, in each case without regard to any limitations on conversion of the notes or the exercise of the warrants__________________. The fourth column assumes the sale of all of the shares offered by the Selling Stockholders selling shareholders pursuant to this prospectus. Under the terms of the warrants, a Selling Stockholder may not exercise the warrants to the extent such exercise would result in such Selling Stockholder, together with its affiliates and attribution parties, to beneficially own a number of shares of common stock which would exceed 4.99% or 9.99%, as applicable, of our then outstanding common stock following such exercise, excluding for purposes of such determination shares of common stock issuable upon exercise of such warrants which have not been exercised. The number of shares in the second and fourth columns do not reflect this limitation. The Selling Stockholders selling shareholders may sell all, some or none of their shares in this offering. See “"Plan of Distribution.” " Name of Selling Stockholder Shares of Common Stock Beneficially Owned Prior to Offering Maximum Number of shares of Common Stock to be Sold Pursuant to this Prospectus Shares of Common Stock Beneficially Owned After Offering EXHIBIT 4 CELLULAR BIOMEDICINE GROUP, INC. 19000 XXXXXXX XXXXX XXXX., XXXXX 000 XXXXXXXXX XX 00000 Ladies and Gentlemen: The undersigned beneficial owner of common stock (the “Registrable SecuritiesSelling Securityholder”) of Eterna Therapeutics securities of Cellular Biomedicine Group, Inc., a Delaware corporation (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1/S-3 (the “Registration Statement”) ). The Registration Statement registers for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), the securities the Selling Securityholder beneficially owns that are disclosed in response to Question 5(b) of this Questionnaire (the “Registrable Securities, ”). The Company will use the information that the undersigned provides in accordance with this Questionnaire to ensure the terms accuracy of the Registration Rights Agreement (Statement and the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreementrelated prospectus. Certain legal consequences arise from being named as a selling stockholder securityholder in the Registration Statement and the related prospectus. Accordingly, Holders holders and beneficial owners of Registrable Securities securities to be registered under the Registration Statement are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder securityholder in the Registration Statement and the related prospectus.. The undersigned Selling Securityholder acknowledges that by completing, dating, executing and returning this Questionnaire to the Company, the Selling Securityholder is giving written notice to the Company of its desire to have the Registrable Securities disclosed in response to Question 5(b) of this Questionnaire included in the Registration Statement. Name. Type or print the full legal name of the Selling Securityholder. __________________________________________________________________

SELLING STOCKHOLDERS. The shares of common stock Common Stock being offered by the Selling Stockholders selling stockholders are those shares previously issued to the Selling Stockholders, and those issuable to the Selling Stockholders, upon conversion of the notes Convertible Note and exercise of the warrantsSubscription Shares. For additional information regarding the issuances issuance of those shares of common stockthe Convertible Note, notes and warrantsSubscription Shares, see “Private Placements Placement of Shares of Common Stock, Notes Convertible Note and WarrantsSubscription Shares” above. We are registering the shares of common stock Common Stock in order to permit the Selling Stockholders selling stockholders to offer the shares for resale from time to time. Except as otherwise notes and except for the ownership of the shares of common stock, notes Convertible Note and the warrants and as otherwise disclosed in the footnotes Subscription Shares issued pursuant to the table that follows immediately belowSecurities Purchase Agreement, the Selling Stockholders selling stockholders have not had any material relationship with us within the past three years. The table below lists the Selling Stockholders selling stockholders and other information regarding the beneficial ownership of the shares of common stock Common Stock by each of the Selling Stockholdersselling stockholders. The second column lists the number of shares of common stock Common Stock beneficially owned by each Selling Stockholderselling stockholder, based on its ownership of the shares of common stock, notes Convertible Note and warrantsSubscription Shares, as of ________, 20232020, assuming conversion of the notes Convertible Note and exercise of the warrants Subscription Shares held by the Selling Stockholders selling stockholders on that date, in each case without regard to any limitations on conversion conversions or exercise. The third column lists the shares of common stock Common Stock being offered by this prospectus by the Selling Stockholdersselling stockholders. In accordance with the terms of a registration rights agreements agreement with the Selling Stockholdersselling stockholders, this prospectus generally covers the resale of the sum of at least (i) 100% of the number of shares of common stock Conversion Shares issued and issuable pursuant to the Selling Stockholders in the “Private Placements of Shares of Common Stock, Notes and Warrants” described above and (ii) the maximum number of shares of common stock issuable upon conversion of the notes and exercise of the warrants, determined as if the notes and the outstanding warrants were converted into common stock or exercised in full, respectively, Convertible Note as of the trading day immediately preceding the date this the registration statement was is initially filed with the SEC, each as and (ii) the Subscription Shares. Because the conversion price of the trading day immediately preceding Convertible Note may be adjusted, the applicable date number of determination and all subject to adjustment as provided in shares that will actually be issued may be more or less than the registration right agreement, in each case without regard to any limitations on conversion number of the notes or the exercise of the warrantsshares being offered by this prospectus. The fourth column assumes the sale of all of the shares offered by the Selling Stockholders selling stockholders pursuant to this prospectus. Under the terms of the warrantsHarvest Small Cap Partners, a Selling Stockholder may not exercise the warrants to the extent such exercise would result in such Selling StockholderL.P. 239,788 Harvest Small Cap Partners Master, together with its affiliates and attribution parties, to beneficially own a number of shares of common stock which would exceed 4.99% or 9.99%, as applicable, of our then outstanding common stock following such exercise, excluding for purposes of such determination shares of common stock issuable upon exercise of such warrants which have not been exercised. The number of shares in the second and fourth columns do not reflect this limitation. The Selling Stockholders may sell all, some or none of their shares in this offering. See “Plan of Distribution.” The undersigned beneficial owner of common stock (the “Registrable Securities”) of Eterna Therapeutics Inc., a Delaware corporation (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, Holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.Ltd. 560,212

SELLING STOCKHOLDERS. The shares of common stock being offered by the Selling Stockholders selling stockholders are those shares previously issued to the Selling Stockholdersselling stockholders, and those issuable to the Selling Stockholdersselling stockholders, upon conversion of the notes and exercise of the warrants. For additional information regarding the issuances of those shares of common stock, notes stock and warrants, see “Private Placements Placement of Shares of Common Stock, Notes Stock and Warrants” above. We are registering the shares of common stock in order to permit the Selling Stockholders selling stockholders to offer the shares for resale from time to time. Except for the ownership of the shares of common stock, notes stock and the warrants and as otherwise disclosed in the footnotes to the table that follows immediately belowwarrants, the Selling Stockholders selling stockholders have not had any material relationship with us within the past three years. The table below lists the Selling Stockholders selling stockholders and other information regarding the beneficial ownership of the shares of common stock by each of the Selling Stockholdersselling stockholders. The second column lists the number of shares of common stock beneficially owned by each Selling Stockholderselling stockholder, based on its ownership of the shares of common stock, notes stock and warrants, as of ________, 20232022, assuming conversion of the notes and exercise of the warrants held by the Selling Stockholders selling stockholders on that date, in each case without regard to any limitations on conversion or exerciseexercises. The third column lists the shares of common stock being offered by this prospectus by the Selling Stockholdersselling stockholders. In accordance with the terms of a registration rights agreements agreement with the Selling Stockholdersselling stockholders, this prospectus generally covers the resale of the sum of (i) the number of shares of common stock issued to the Selling Stockholders selling stockholders in the “Private Placements Placement of Shares of Common Stock, Notes Stock and Warrants” described above and (ii) the maximum number of shares of common stock issuable upon conversion of the notes and exercise of the related warrants, determined as if the notes and the outstanding warrants were converted into common stock or exercised in full, respectively, full as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, each as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the registration right agreement, in each case without regard to any limitations on conversion of the notes or the exercise of the warrants. The fourth column assumes the sale of all of the shares offered by the Selling Stockholders selling stockholders pursuant to this prospectus. Under the terms of the warrantswarrants [and other warrants held by selling stockholders], a Selling Stockholder selling stockholder may not exercise the [the] [any such] warrants to the extent such exercise would result in cause such Selling Stockholderselling stockholder, together with its affiliates and attribution parties, to beneficially own a number of shares of common stock which would exceed 4.99% or 9.99%, as applicable, of our then outstanding common stock following such exercise, excluding for purposes of such determination shares of common stock issuable upon exercise of such warrants which have not been exercised. The number of shares in the second and fourth columns do not reflect this limitation. The Selling Stockholders selling stockholders may sell all, some or none of their shares in this offering. See “Plan of Distribution.” The undersigned beneficial owner of common stock (the “Registrable Securities”) of Eterna Therapeutics Aterian, Inc., a Delaware corporation (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. In order to sell or otherwise dispose of any Registrable Securities pursuant to the Registration Statement, a holder of Registrable Securities generally will be required to be named as a selling stockholder in the related prospectus or a supplement thereto (as so supplemented, the “Prospectus”), deliver the Prospectus to purchasers of Registrable Securities (including pursuant to Rule 172 under the Securities Act) and be bound by the provisions of the Registration Rights Agreement (including certain indemnification provisions, as described therein). Holders must complete and deliver this notice and questionnaire (“Notice and Questionnaire”) in order to be named as selling stockholders in the Prospectus. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, Holders holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.