Eterne Therapeutics Inc.

11/05/2024 | Press release | Distributed by Public on 11/05/2024 11:43

Statement of Changes in Beneficial Ownership - Form 4

Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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(Print or Type Responses)
1. Name and Address of Reporting Person *
Cherington Charles
2. Issuer Name and Ticker or Trading Symbol
Eterna Therapeutics Inc. [ERNA] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
200 BERKLEY STREET, 26TH FLOOR 		3. Date of Earliest Transaction (Month/Day/Year)
09/23/2024
(Street)
BOSTON, MA 02116 		4. If Amendment, Date Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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
Common Stock 10/29/2024 P 261,756 A (1)(2)(3) 818,221 D
Common Stock 10/29/2024 P 4,768,783 A (1)(2)(4) 5,587,004 D
Common Stock 10/29/2024 P 1,237,762 A (1)(2)(5) 6,824,766 D
Common Stock 10/29/2024 P 5,420,823 A (1)(2)(6) 12,245,589 D
Common Stock 10/29/2024 P 1,562,988 A (1)(2)(7) 13,808,577 D
Common Stock 10/29/2024 C 2,819,546(8) A $0.5 16,628,123 D
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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 control number. SEC 1474 (9-02)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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 Underlying Securities
(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 of Derivative Security: 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
6.0% Senior Convertible Promissory Notes due 2028 $2.86 09/23/2024(9) P $120,000 07/14/2023 07/14/2028 Common Stock 41,958 (9) $3,420,000 D
Warrants (right to buy) $1.43 09/23/2024(9) P 83,916 12/14/2023 07/14/2028 Common Stock 83,916 (9) 2,391,608 D
6.0% Senior Convertible Promissory Notes due 2028 $2.86 09/23/2024(10) P $120,000 07/14/2023 07/14/2028 Common Stock 41,958 (10) $3,540,000 D
Warrants (right to buy) $1.43 09/23/2024(10) P 83,916 12/14/2023 07/14/2028 Common Stock 83,916 (10) 2,475,524 D
12.0% Senior Convertible Notes due September 24, 2025 $0.5(11) 09/24/2024 P $1,368,626 (12) 09/24/2025 Common Stock 2,737,252 $1,368,626 $1,368,626 D
12.0% Senior Convertible Notes due September 24, 2025 $0.5 10/29/2024 C $1,368,626 (12) 09/24/2025 Common Stock 2,737,252 $ 0 0 D
12.0% Senior Convertible Notes due December 12, 2028 $1.9194 10/29/2024(1)(2) S $3,000,000 12/15/2012 12/15/2028 Common Stock 3,125,976 (1)(2) 0 D
6.0% Senior Convertible Promissory Notes due 2028 $2.86 10/29/2024(1)(2) S $3,540,000 07/14/2023 07/14/2028 Common Stock 1,237,762 (1)(2) 0 D
Warrants (right to buy) $1.43 10/29/2024(1)(2) S 523,512 12/14/2023 06/02/2028 Common Stock 523,512 (1)(2) 0 D
Warrants (right to buy) $1.43 10/29/2024(1)(2) S 2,475,524 12/14/2023 07/14/2028 Common Stock 2,475,524 (1)(2) 0 D
Warrants (right to buy) $1.43(1)(2) 10/29/2024(1)(2) S 3,125,976 12/15/2023 12/15/2028 Common Stock 3,125,976 (1)(2) 0 D

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Cherington Charles
200 BERKLEY STREET
26TH FLOOR
BOSTON, MA 02116 		X

Signatures

/s/ Charles Cherington 11/04/2024
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) The reporting person entered into an Exchange Agreement with the Issuer on September 24, 2024 (the "Exchange Agreement"), pursuant to which the reporting person agreed to (i) exchange all their warrants to purchase shares of the Issuer's common stock, par value $0.005 per share ("Common Stock") at an exchange ratio of 0.5 of a share of Common Stock for every one share of Common Stock issuable upon exercise of the applicable warrant (rounded up to the nearest whole number), and
(2) (ii) exchange all their convertible notes for shares of Common Stock at an exchange ratio equal to (A) the sum expressed in U.S. dollars of (1) the principal amount of the applicable convertible note, plus (2) all accrued and unpaid interest thereon through the date the applicable convertible note is exchanged plus (3) all interest that would have accrued through, but not including, the maturity date of applicable convertible note if it was outstanding from the date such convertible note is exchanged through its maturity date, divided by (B) $1.00 (rounded up to the nearest whole number) (collective, the "Exchange Transactions"). Consummation of the Exchange Transactions was conditioned upon the Issuer obtaining Stockholder Approval (as defined in the Exchange Agreement), which occurred on October 29, 2024.
(3) Shares issued pursuant to the Exchange Agreement in exchange for all of the reporting person's warrants to purchase shares of Common Stock at an exercise price of $1.43 per share with an expiration date of June 2, 2028.
(4) Shares issued pursuant to the Exchange Agreement in exchange for all of the reporting person's 6.0% Senior Convertible Promissory Notes due 2028 in the aggregate principal amount of $3,300,000 plus applicable interest.
(5) Shares issued pursuant to the Exchange Agreement in exchange for all of the reporting person's warrants to purchase shares of Common Stock at an exercise price of $1.43 per share with an expiration date of July 14, 2028.
(6) Shares issued pursuant to the Exchange Agreement in exchange for all of the reporting person's 12.0% Senior Convertible Notes due December 12, 2028 in the aggregate principal amount of $3,000,000 plus applicable interest.
(7) Shares issued pursuant to the Exchange Agreement in exchange for all of the reporting person's warrants to purchase shares of Common Stock at an exercise price of $1.43 per share with an expiration date of December 15, 2028.
(8) Shares issued as a result the conversion of the Issuer's 12.0% Senior Convertible Notes due September 24, 2025 (the "September Notes") consisting of (i) 2,737,252 shares of Common Stock issued upon conversion of the principal amount of the September Notes and (ii) 82,294 shares issued upon conversion of the interest accrued on the September Notes.
(9) On September 23, 2024, the reporting person agreed to forgive a personal loan to an investor in the Issuer's July 2023 private placement for $50,000 in exchange for all of such investor's warrants to purchase shares of Common Stock and 6.0% Senior Convertible Promissory Notes due 2028.
(10) On September 23, 2024, the reporting person agreed to forgive a personal loan for $50,000 to a second investor (separate from the investor referenced in footnote 9) in the Issuer's July 2023 private placement in exchange for all of such invetsor's warrants to purchase shares of Common Stock and 6.0% Senior Convertible Promissory Notes due 2028.
(11) The reporting person entered into a Note Purchase Agreement with the Issuer on September 24, 2024, pursuant to which the reporting person acquired $1,368,626 principal amount of September Notes.
(12) The Notes are automatically converted into shares of Common Stock upon the obtaining of Stockholder Approval (as defined in the Notes) and cannot be converted into Common Stock prior to obtaining Stockholder Approval.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.