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