SEC Form 4
FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Eterna Therapeutics Inc. [ ERNA ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 07/14/2023 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
Code | V | Amount | (A) or (D) | Price |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Convertible Note Shares | $2.86 | 07/14/2023 | P | 262,237 | 07/14/2023 | 07/14/2028 | Common Stock, par value $0.005 per share | 262,237 | $2.86 | 262,237 | D(1)(2) | ||||
Common Stock Purchase Warrant | $2.61 | 07/14/2023 | P | 524,474 | 07/14/2023 | 07/14/2028 | Common Stock, par value $0.005 per share | 524,474 | (2) | 949,402 | D(1)(2) |
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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Explanation of Responses: |
1. This report is filed jointly by Freebird Partners LP, a Texas limited partnership ("Freebird Partners"), Freebird Investments LLC, a Texas limited liability company ("Freebird Investments"), and Curtis W. Huff (each a "Reporting Person" and collectively, the "Reporting Persons") in connection with their respective direct and indirect ownership of common stock, par value $0.005 ("Common Stock") of Eterna Therapeutics Inc. (the "Company"). These securities of the Company are held of record by Freebird Partners. Freebird Investments serves as the general partner of Freebird Partners. Curtis W. Huff is the sole member of Freebird Investments. By virtue of these relationships, each of Freebird Investments and Mr. Huff may be deemed to share beneficial ownership of the securities held of record by Freebird Partners. |
2. On July 13, 2023, Freebird Partners entered into that certain Securities Purchase Agreement (the "Agreement"), pursuant to which Freebird Partners agreed to purchase, and the Company agreed to sell, for an aggregate purchase price of $750,000, (i) a Senior Convertible Note in the principal amount of $750,000 (the "Note") with a five (5) year term, and (ii) a warrant to purchase up to 524,474 shares of Common Stock (the "Warrant" and such transactions the "Transactions". The Transactions closed on July 14, 2023. The Note may be converted at any time and from time to time after July 14, 2023, at the option of the holder, at a conversion price of $2.86 per share of Common Stock. The Warrant becomes exercisable on July 14, 2023, and may be exercised through July 14, 2028, at an exercise price of $2.61 per share of Common Stock. |
Remarks: |
Freebird Partners LP, By: Freebird Investments LLC, its general partner, By: /s/ Curtis W. Huff, Chairman and President | 07/17/2023 | |
Freebird Investments LLC, By: /s/ Curtis W. Huff, Chairman and President | 07/17/2023 | |
/s/ Curtis W. Huff | 07/17/2023 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |