UNITED STATES

 SECURITIES AND EXCHANGE COMMISSION

 Washington, D.C. 20549

 Form 10-K/A

 (Amendment No. 1)

 (Mark One)

 ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For the Fiscal Year Ended December 31, 2023

 OR

 TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For the transition period from ________ to ________

 Commission File Number 1-11460

 Eterna Therapeutics Inc.

 (Exact name of registrant as specified in its charter)

 Delaware

 31-1103425

 (State or Other Jurisdiction of Incorporation or Organization)

 (I.R.S. Employer Identification No.)

 1035 Cambridge Street, Suite 18A, Cambridge, MA

 02141

 (Address of Principal Executive Offices)

 (Zip Code)

 ( 212) 582-1199

 (Registrant's telephone number, including Area Code)

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

 Title of Each Class

 Trading Symbol(s)

 Name of Each Exchange on Which Registered

 Common Stock, $0.005 par value

 ERNA

 Nasdaq Capital Market

 Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No

 Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes No

 Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities
 Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to filing requirements for the past 90 days. Yes No

 Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted
 pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes No

 Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller
 reporting company or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.

 Large accelerated filer

 Accelerated filer

 Non-accelerated Filer

 Smaller reporting company

 Emerging growth company

 If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
 complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

 Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness
 of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.

 If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the
 registrant included in the filing reflect the correction of an error to previously issued financial statements.

 Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive- based
 compensation received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b).

 Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes No

 The aggregate market value of the common stock held by non-affiliates of the registrant as of the last business day of the registrant's
 most recently completed second fiscal quarter (June 30, 2023), computed by reference to the closing sale price of the common stock on the Nasdaq Capital Market on such date, was approximately $ 9.7 million. For purposes of this determination shares beneficially owned by executive officers, directors and ten percent stockholders have been excluded, which does not
 represent an admission by the registrant as to the affiliate status of such person.

 As of March 12, 2024, the registrant had 5,410,331
 shares of common stock outstanding.

 EXPLANATORY NOTE

 On March 14, 2024, Eterna Therapeutics Inc. (the "Company") filed its Annual Report on Form 10-K for the fiscal year ended December
 31, 2023 (the "Form 10-K"). The sole purpose of this Amendment No. 1 (this "Amendment") is to correct a typographical error in Exhibit 23.1, Consent of Grant Thornton, LLP, independent registered public accounting firm (the "Consent"), New York, New York, PCAOB ID 248, filed with the Form 10-K to reference the correct date of the report of independent registered public accounting firm referenced therein. The revised
 Consent is filed as Exhibit 23.1 hereto.

 This Amendment speaks as of the filing date of the Form 10-K and does
 not reflect events occurring after the filing of the Form10-K. No other revisions are being made to the Company's financial statements or any other disclosure contained in the Form 10-K. This Amendment is an exhibit-only filing. Except for Exhibit
 23.1, this Amendment does not otherwise update any exhibits as originally filed or previously amended.

 In addition, as required by Rule 12b-15 under the Securities Exchange
 Act of 1934, as amended (the "Exchange Act"), new certifications by the Company's principal executive officer and principal financial officer are filed herewith as exhibits to this Amendment pursuant to Rule 13a-14(a) or 15d-14(a) of the Exchange
 Act. As no financial statements have been included in this Amendment and this Amendment does not contain or amend any disclosure with respect to Items 307 and 308 of Regulation S-K, paragraphs 3, 4, and 5 of the certifications have been omitted.
 The Company is not including certifications pursuant to Section 1350 of Chapter 63 of Title 18 of the United States Code (18 U.S.C. 1350) as no financial statements are being filed with this Amendment.

 ITEM 15.

 Exhibits, Financial Statement Schedules

 (a)(3)

 Exhibits. The

 following exhibits are filed herewith:

 Exhibit

 Description

 23.1

 Consent of the Independent Registered Accounting Firm, Grant Thornton LLP

 31.1

 Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

 31.2

 Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

 101.INS

 101.SCH

 101.LAB

 101.PRE

 SIGNATURES

 Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the registrant has duly caused
 this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 ETERNA THERAPEUTICS INC.

 Date: March 18, 2024

 By:

 /s/ Sandra Gurrola

 Sandra Gurrola

 Senior Vice President of Finance

 (Principal Financial Officer and

 Principal Accounting Officer)