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Filing Details

Accession Number:: 0001104659-24-114222
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2024-11-05 12:42:38
Reporting Period:: 2024-09-23

Accepted Time:: 2024-11-05 12:42:38
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
748592	Eterna Therapeutics Inc.	ERNA	Pharmaceutical Preparations (2834)	311103425

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1448698	Charles Cherington	200 Berkley Street 26Th Floor Boston MA 02116		No	No	Yes	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership
Common Stock	Acquisiton	2024-10-29	261,756	$0.00	818,221	No	4	P	Direct
Common Stock	Acquisiton	2024-10-29	4,768,783	$0.00	5,587,004	No	4	P	Direct
Common Stock	Acquisiton	2024-10-29	1,237,762	$0.00	6,824,766	No	4	P	Direct
Common Stock	Acquisiton	2024-10-29	5,420,823	$0.00	12,245,589	No	4	P	Direct
Common Stock	Acquisiton	2024-10-29	1,562,988	$0.00	13,808,577	No	4	P	Direct
Common Stock	Acquisiton	2024-10-29	2,819,546	$0.50	16,628,123	No	4	C	Direct

Equity Swap Involved	Form Type	Code	Nature of Ownership
No	4	P	Direct
No	4	P	Direct
No	4	P	Direct
No	4	P	Direct
No	4	P	Direct
No	4	C	Direct

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Common Stock	6.0% Senior Convertible Promissory Notes due 2028	Acquisiton	2024-09-23	0	$0.00	41,958	$2.86
Common Stock	Warrants (right to buy)	Acquisiton	2024-09-23	83,916	$0.00	83,916	$1.43
Common Stock	6.0% Senior Convertible Promissory Notes due 2028	Acquisiton	2024-09-23	0	$0.00	41,958	$2.86
Common Stock	Warrants (right to buy)	Acquisiton	2024-09-23	83,916	$0.00	83,916	$1.43
Common Stock	12.0% Senior Convertible Notes due September 24, 2025	Acquisiton	2024-09-24	0	$1,368,626.00	2,737,252	$0.50
Common Stock	12.0% Senior Convertible Notes due September 24, 2025	Disposition	2024-10-29	0	$0.00	2,737,252	$0.50
Common Stock	12.0% Senior Convertible Notes due December 12, 2028	Disposition	2024-10-29	0	$0.00	3,125,976	$1.92
Common Stock	6.0% Senior Convertible Promissory Notes due 2028	Disposition	2024-10-29	0	$0.00	1,237,762	$2.86
Common Stock	Warrants (right to buy)	Disposition	2024-10-29	523,512	$0.00	523,512	$1.43
Common Stock	Warrants (right to buy)	Disposition	2024-10-29	2,475,524	$0.00	2,475,524	$1.43
Common Stock	Warrants (right to buy)	Disposition	2024-10-29	3,125,976	$0.00	3,125,976	$1.43

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
0	2023-07-14	2028-07-14	No	4	P	Direct
2,391,608	2023-12-14	2028-07-14	No	4	P	Direct
0	2023-07-14	2028-07-14	No	4	P	Direct
2,475,524	2023-12-14	2028-07-14	No	4	P	Direct
0		2025-09-24	No	4	P	Direct
0		2025-09-24	No	4	C	Direct
0	2012-12-15	2028-12-15	No	4	S	Direct
0	2023-07-14	2028-07-14	No	4	S	Direct
0	2023-12-14	2028-06-02	No	4	S	Direct
0	2023-12-14	2028-07-14	No	4	S	Direct
0	2023-12-15	2028-12-15	No	4	S	Direct

Footnotes

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
(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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.