0001104659-23-127551.txt : 20231220
0001104659-23-127551.hdr.sgml : 20231220
20231220100517
ACCESSION NUMBER: 0001104659-23-127551
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20231214
FILED AS OF DATE: 20231220
DATE AS OF CHANGE: 20231220
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Cherington Charles
CENTRAL INDEX KEY: 0001448698
ORGANIZATION NAME:
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-11460
FILM NUMBER: 231499721
MAIL ADDRESS:
STREET 1: ONE BOW STREET
CITY: CAMBRIDGE
STATE: MA
ZIP: 02138
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Eterna Therapeutics Inc.
CENTRAL INDEX KEY: 0000748592
STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834]
ORGANIZATION NAME: 03 Life Sciences
IRS NUMBER: 311103425
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 1035 CAMBRIDGE STREET
STREET 2: SUITE 18A
CITY: CAMBRIDGE
STATE: MA
ZIP: 02141
BUSINESS PHONE: (212) 582-1199
MAIL ADDRESS:
STREET 1: 10531 4S COMMONS DRIVE
STREET 2: SUITE 166-550
CITY: SAN DIEGO
STATE: CA
ZIP: 92127
FORMER COMPANY:
FORMER CONFORMED NAME: Brooklyn ImmunoTherapeutics, Inc.
DATE OF NAME CHANGE: 20210325
FORMER COMPANY:
FORMER CONFORMED NAME: NTN BUZZTIME INC
DATE OF NAME CHANGE: 20051230
FORMER COMPANY:
FORMER CONFORMED NAME: NTN COMMUNICATIONS INC
DATE OF NAME CHANGE: 19920703
4
1
tm2333295-1_4seq1.xml
OWNERSHIP DOCUMENT
X0508
4
2023-12-14
0
0000748592
Eterna Therapeutics Inc.
ERNA
0001448698
Cherington Charles
C/O ARA PARTNERS
4201 MAIN ST., SUITE 370
HOUSTON
TX
77002
0
0
1
0
0
12.0% Senior Convertible Notes
1.9194
2023-12-14
4
P
0
3000000
3000000
A
2023-12-15
2028-12-15
Common Stock
1562988
3000000
D
Warrants (right to buy)
1.43
2023-12-14
4
P
0
3125976
0.125
A
2023-12-15
2028-12-15
Common Stock
3125976
3125976
D
Warrants (right to buy)
2.61
2023-12-14
4
H
0
2307692
D
2023-07-14
2028-07-14
Common Stock
2307692
0
D
Warrants (right to buy)
1.43
2023-12-14
4
P
0
2307692
A
2023-12-14
2028-07-14
Common Stock
2307692
2307692
D
Warrants (right to buy)
3.28
2023-12-14
4
H
0
523512
D
2023-06-02
2028-06-02
Common Stock
523512
0
D
Warrants (right to buy)
1.43
2023-12-14
4
P
0
523512
A
2023-12-14
2028-06-02
Common Stock
523512
523512
D
The reporting person entered into a Securities Purchase Agreement with the Issuer on December 14, 2023, pursuant to which, on December 15, 2023, the reporting person acquired (i) $3,000,000 principal amount of the Issuer's 12.0% Senior Convertible Notes (the "Notes") and (ii) 3,125,976 warrants, each exercisable to purchase one share of the Company's common stock, par value $0.005 per share ("Common Stock"), at an exercise price of $1.43 per share (the "Warrants"), representing 200% of the number of shares of Common Stock issuable upon conversion of the Notes immediately after the issuance thereof. The conversion price for each Note included $0.25 ($0.125 for each Warrant) in accordance with Nasdaq rules.
The conversion of the Notes is subject to a 19.99% beneficial ownership limitation.
The exercisability of the Warrants is subject to a 19.99% beneficial ownership limitation.
The transactions reported in Table II above involved the amendment of an outstanding warrant issued on July 14, 2023 to reduce the exercise price from $2.61 per share to $1.43 per share. The amendment is reported above as the cancellation of the old warrant and the acquisition of a new one.
The transactions reported in Table II above involved the amendment of an outstanding warrant issued on December 2, 2022 to reduce the exercise price from $3.28 per share to $1.43 per share. The amendment is reported above as the cancellation of the old warrant and the acquisition of a new one.
/s/ Charles Cherington
2023-12-19