Filing Details
- Accession Number:
- 0001193125-22-298545
- Form Type:
- 13G Filing
- Publication Date:
- 2022-12-04 19:00:00
- Filed By:
- Halpern John D
- Company:
- Eterna Therapeutics Inc. (NYSEMKT:ERNA)
- Filing Date:
- 2022-12-05
- SEC Url:
- 13G Filing
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| John D. Halpern | 205 | 450,961 | 205 | 450,961 | 451,166 | 8.8% |
| Katherine H. Halpern | 0 | 451,166 | 0 | 451,166 | 451,166 | 8.8% |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(AMENDMENT NO. 1)*
Eterna Therapeutics Inc.
(Name of Issuer)
Common Stock, par value $0.005 per share
(Title of Class of Securities)
114082100
(CUSIP Number)
December 2, 2022
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
| ☐ | Rule 13d-1(b) |
| ☒ | Rule 13d-1(c) |
| ☐ | Rule 13d-1(d) |
| * | The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. |
The information required on the remainder of this cover page shall not be deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934 (the Exchange Act) or otherwise subject to the liabilities of that section of the Exchange Act but shall be subject to all other provisions of the Exchange Act (however, see the Notes).
| CUSIP No. 114082100
|
| 1 | NAMES OF REPORTING PERSONS
John D. Halpern | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
United States | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | 5 | SOLE VOTING POWER
205 | ||||
| 6 | SHARED VOTING POWER
450,961 (1) | |||||
| 7 | SOLE DISPOSITIVE POWER
205 | |||||
| 8 | SHARED DISPOSITIVE POWER
450,961 (1) | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
451,166 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.8% (2) | |||||
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN | |||||
| (1) | Represents shares held by the John D. Halpern Revocable Trust, a trust which the Reporting Person and Katherine H. Halpern are trustees. |
| (2) | Such percentage is based on an aggregate of 5,127,070 shares of Common Stock of the Issuer outstanding, which is calculated by adding (i) 2,942,120 shares of Common Stock issued and outstanding as of November 11, 2022 as reported in the Issuers Quarterly Report on Form 10-Q filed with the SEC on November 14, 2022 and (ii) 2,184,950shares of Common Stock that the Issuer sold pursuant to that certain Securities Purchase Agreement dated November 23, 2022, as announced in the Issuers Current Report on Form 8-K filed with the SEC on November 25, 2022. |
| CUSIP No. 114082100
|
| 1 | NAMES OF REPORTING PERSONS
Katherine H. Halpern | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
United States | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
451,166 (1) | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
451,166 (1) | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
451,166 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.8% (2) | |||||
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN | |||||
| (1) | Includes 205 shares owned by John D. Halpern, the Reporting Persons spouse, and 450,961 shares held by the John D. Halpern Revocable Trust, a trust of which the Reporting Person and John D. Halpern are trustees. |
| (2) | Such percentage is based on an aggregate of 5,127,070 shares of Common Stock of the Issuer outstanding, which is calculated by adding (i) 2,942,120 shares of Common Stock issued and outstanding as of November 11, 2022 as reported in the Issuers Quarterly Report on Form 10-Q filed with the SEC on November 14, 2022 and (ii) 2,184,950 shares of Common Stock that the Issuer sold pursuant to that certain Securities Purchase Agreement dated November 23, 2022, as announced in the Issuers Current Report on Form 8-K filed with the SEC on November 25, 2022. |
This Amendment No. 1 (this Amendment) amends and supplements the Schedule 13G filed by John D. Halpern, Katherine H. Halpern and Ian H. Halpern with the Securities and Exchange Commission (the Commission) on May 24, 2021 (the Schedule 13G), relating to the common stock, par value $0.005 per share (the Common Stock), of Eterna Therapeutics Inc. (f/k/a Brooklyn ImmunoTherapeutics, Inc.), a Delaware corporation (the Issuer)
| Item 1(a). | Name of Issuer: |
Eterna Therapeutics Inc.
| Item 1(b). | Address of Issuers Principal Executive Offices: |
10355 Science Center Drive, Suite 150, San Diego, California 92121
| Item 2(a). | Name of Person Filing: |
John D. Halpern
Katherine H. Halpern
| Item 2(b). | Address of Principal Business Office or, if none, Residence: |
P.O. Box 540 Portsmouth, New Hampshire 03802
| Item 2(c). | Citizenship: |
United States
| Item 2(d). | Title of Class of Securities: |
Common Stock, par value $0.005 per share
| Item 2(e). | CUSIP Number: 114082100 |
| Item 3. | If this Statement is filed pursuant to 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
| (a) | ☐ | Broker or dealer registered under Section 15 of the Act; | ||
| (b) | ☐ | Bank as defined in Section 3(a)(6) of the Act; | ||
| (c) | ☐ | Insurance company as defined in Section 3(a)(19) of the Act; | ||
| (d) | ☐ | Investment company registered under Section 8 of the Investment Company Act of 1940; | ||
| (e) | ☐ | An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E); | ||
| (f) | ☐ | An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F); | ||
| (g) | ☐ | A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G); | ||
| (h) | ☐ | A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); | ||
| (i) | ☐ | A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940; | ||
| (j) | ☐ | A non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J); | ||
| (k) | ☐ | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J), please specify the type of institution: | ||
| Item 4. | Ownership John D. Halpern: |
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
| (a) Amount Beneficially Owned: | 451,166 shares | |
| (b) Percent of Class: | 8.8% |
| (c) Number of shares as to which such person has: | ||||
| (i) sole power to vote or to direct the vote: | 205 shares | |||
| (ii) shared power to vote or to direct the vote: | 450,961 shares | |||
| (iii) sole power to dispose or to direct the disposition of: | 205 shares | |||
| (iv) shared power to dispose or to direct the disposition of: | 450,961 shares |
| Item 4. | Ownership Katherine H. Halpern: |
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
| (a) Amount Beneficially Owned: | 451,166 shares | |||
| (b) Percent of Class: | 8.8% | |||
| (c) Number of shares as to which such person has: | ||||
| (i) sole power to vote or to direct the vote: | 0 shares | |||
| (ii) shared power to vote or to direct the vote: | 451,166 shares | |||
| (iii) sole power to dispose or to direct the disposition of: | 0 shares | |||
| (iv) shared power to dispose or to direct the disposition of: | 451,166 shares |
| Item 5. | Ownership of Five Percent or Less of a Class. |
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ☐.
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person. |
Not applicable.
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company. |
Not applicable.
| Item 8. | Identification and Classification of Members of the Group. |
Not applicable.
| Item 9. | Notice of Dissolution of Group. |
Not applicable.
| Item 10. | Certification. |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
| Dated: December 5, 2022 | ||||||
| /s/ John D. Halpern | ||||||
| Name: | John D. Halpern | |||||
| /s/ Katherine H. Halpern | ||||||
| Name: | Katherine H. Halpern | |||||