Filing Details

Accession Number:
0000950170-25-009968
Form Type:
13G Filing
Publication Date:
2025-01-27 19:00:00
Filed By:
Freebird Partners LP
Company:
Eterna Therapeutics Inc. (NYSEMKT:ERNA)
Filing Date:
2025-01-28
SEC Url:
13G Filing
Ownership Summary

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 Beneficially Owned Number of Shares Beneficially Owned Number of Aggregate Shares Percent of Class
Freebird Partners LP 0 5,136,696 9.99%
Freebird Investments LLC 0 5,136,696 9.99%
Curtis Huff 0 5,136,696 9.99%
Filing





Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Checkbox not checked   Rule 13d-1(b)
Checkbox checked   Rule 13d-1(c)
Checkbox not checked   Rule 13d-1(d)






SCHEDULE 13G



Comment for Type of Reporting Person:  Freebird Investments LLC, a Texas limited liability company ("Freebird Investments"), serves as the general partner of Freebird Partners, a Texas limited partnership ("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. Share counts in Rows 6, 8 and 9 include (i) 5,136,686 shares of common stock, par value $0.005 per share (the "Common Stock"), of Eterna Therapeutics Inc., a Delaware corporation (the "Issuer") held by Freebird Partners; and (ii) 10 shares of Common Stock of the Issuer (the "Warrant Shares"), issuable upon exercise of that certain Pre-Funded Common Stock Purchase Warrant, in substantially the form as the form of warrant filed as Exhibit 10.3 to the Issuer's Current Report on Form 8-K filed with the Securities and Exchange Commission (the "SEC") on October 9, 2024 (the "Warrant"), issued by the Issuer in favor of Freebird Partners which may be exercised at any time, at a nominal exercise price of $0.005 per Warrant Share. Pursuant to the terms of the Warrant, the Reporting Person cannot exercise the Warrant for Warrant Shares to the extent the Reporting Person would beneficially own, after any such conversion or exercise, more than 9.99% of the outstanding shares of Common Stock (the "Blocker"). The table excludes 1,008,990 shares of Common Stock issuable upon exercise of the Warrant because of the Blocker. Percentage of ownership in Row 11 is based on an aggregate of 51,374,723 shares of Common Stock outstanding, which is derived from: (i) 51,374,713 shares of Common Stock outstanding as reported in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on November 12, 2024; plus (ii) the 10 Warrant Shares issuable upon exercise of the Warrant.


SCHEDULE 13G



Comment for Type of Reporting Person:  As noted above, Freebird Investments serves as the general partner of Freebird Partners and, as a result, may be deemed to share beneficial ownership of the securities held of record by Freebird Partners. Share counts in Rows 6, 8 and 9 include (i) 5,136,686 shares of Common Stock of the Issuer held by Freebird Partners; and (ii) 10 Warrant Shares issuable upon exercise of the Warrant which may be exercised at any time, at a nominal exercise price of $0.005 per Warrant Share. As noted above, the Warrant has a Blocker and the table excludes 1,008,990 shares of Common Stock issuable upon exercise of the Warrant because of the Blocker. Percentage of ownership in Row 11 is based on an aggregate of 51,374,723 shares of Common Stock outstanding, which is derived from: (i) 51,374,713 shares of Common Stock outstanding as reported in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on November 12, 2024; plus (ii) the 10 Warrant Shares issuable upon exercise of the Warrant.


SCHEDULE 13G



Comment for Type of Reporting Person:  As noted above, Curtis W. Huff is the sole member of Freebird Investments, which is the general partner of Freebird Partners, and, as a result, he may be deemed to share beneficial ownership of the securities held of record by Freebird Partners. Share counts in Rows 6, 8 and 9 include (i) 5,136,686 shares of Common Stock of the Issuer held by Freebird Partners; and (ii) 10 Warrant Shares issuable upon exercise of the Warrant which may be exercised at any time, at a nominal exercise price of $0.005 per Warrant Share. As noted above, the Warrant has a Blocker and the table excludes 1,008,990 shares of Common Stock issuable upon exercise of the Warrant because of the Blocker. Percentage of ownership in Row 11 is based on an aggregate of 51,374,723 shares of Common Stock outstanding, which is derived from: (i) 51,374,713 shares of Common Stock outstanding as reported in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on November 12, 2024; plus (ii) the 10 Warrant Shares issuable upon exercise of the Warrant.


SCHEDULE 13G


 
Freebird Partners LP
 
Signature:/s/ Curtis Huff
Name/Title:Curtis Huff, Chairman and President
Date:01/28/2025
 
Freebird Investments LLC
 
Signature:/s/ Curtis Huff
Name/Title:Curtis Huff, Chairman and President
Date:01/28/2025
 
Curtis Huff
 
Signature:/s/ Curtis Huff
Name/Title:Curtis Huff
Date:01/28/2025