Form 4 - Statement of changes in beneficial ownership of securities

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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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 for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Freebird Partners LP

(Last)

(First)

(Middle)

2800 POST OAK BLVD, SUITE 2000

(Street)

HOUSTON

77056

(City)

(State)

(Zip)

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)

3. Date of Earliest Transaction (Month/Day/Year)
12/14/2023

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock Purchase Warrant	$3.28	12/14/2023		D⁽¹⁾		424,928		06/02/2023	06/02/2028	Common Stock, par value $0.005 per share	424,928	⁽¹⁾	524,474	D⁽²⁾⁽³⁾⁽⁴⁾
Common Stock Purchase Warrant	$1.43	12/14/2023		A⁽¹⁾		424,928		06/02/2023	06/02/2028	Common Stock, par value $0.005 per share	424,928	⁽¹⁾	949,402	D⁽²⁾⁽³⁾⁽⁴⁾
Common Stock Purchase Warrant	$2.61	12/14/2023		D⁽¹⁾		524,474		07/14/2023	07/14/2028	Common Stock, par value $0.005 per share	524,474	⁽¹⁾	424,928	D⁽²⁾⁽³⁾⁽⁴⁾
Common Stock Purchase Warrant	$1.43	12/14/2023		A⁽¹⁾		524,474		07/14/2023	07/14/2028	Common Stock, par value $0.005 per share	524,474	⁽¹⁾	949,402	D⁽²⁾⁽³⁾⁽⁴⁾
Convertible Note Shares	$1.9194	12/15/2023		P		520,996		12/15/2023	12/15/2028	Common Stock, par value $0.005 per share	520,996	$1.9194	783,233	D⁽²⁾⁽³⁾⁽⁴⁾
Common Stock Purchase Warrant	$1.43	12/15/2023		P		1,041,992		12/15/2023	12/15/2028	Common Stock, par value $0.005 per share	1,041,992	⁽³⁾⁽⁴⁾	1,991,394	D⁽²⁾⁽³⁾⁽⁴⁾

1. Name and Address of Reporting Person^*

Freebird Partners LP

(Last)

(First)

(Middle)

2800 POST OAK BLVD, SUITE 2000

(Street)

HOUSTON

77056

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Freebird Investments LLC

(Last)

(First)

(Middle)

2800 POST OAK BLVD, SUITE 2000

(Street)

HOUSTON

77056

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

HUFF CURTIS W

(Last)

(First)

(Middle)

2800 POST OAK BLVD, SUITE 2000

(Street)

HOUSTON

77056

(City)

(State)

(Zip)

Explanation of Responses:

1. On December 14, 2023, Freebird Partners LP, a Texas limited partnership ("Freebird Partners"), entered into that certain Securities Purchase Agreement (the "Agreement"), pursuant to which the Eterna Therapeutics Inc. (the "Company") amended all outstanding warrants issued to the Reporting Persons (as defined below) on each of December 2, 2022, and July 13, 2023, such that the exercise price was lowered to $1.43 per share. The reduction in exercise price is reflected on this Form 4 as cancellation of the old derivative security and a re-grant of the new derivative security at the new exercise price.

2. This report is filed jointly by Freebird Partners, Freebird Investments LLC, a Texas limited liability company ("Freebird Investments"), and Curtis W. Huff (each a "Reporting Person" and collectively, the "Reporting Persons") in connection with their respective direct and indirect ownership of common stock, par value $0.005 ("Common Stock") of the Company. These securities of the Company are held of record by Freebird Partners. Freebird Investments serves as the general partner of 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.

3. Pursuant to the Agreement, on December 14, 2023, Freebird Partners agreed to purchase, and the Company agreed to sell, for an aggregate purchase price of $1,000,000, (i) a Senior Convertible Note in the principal amount of $1,000,000 (the "Note") with a five (5) year term, and (ii) a warrant to purchase up to 1,041,992 shares of Common Stock (the "Warrant" and such transactions the "Transactions"). The Transactions closed on December 15, 2023. The Note may be converted at any time and from time to time after December 15, 2023, at the option of the holder, at a conversion price of $1.9194 per share of Common Stock, to the extent that after giving effect to such conversion the Reporting Persons and their affiliates would beneficially own, for purposes of Section 13(d) of Securities Exchange Act of 1934, as amended (the "Exchange Act"), no more than 19.99% of the outstanding shares of Common Stock of the Company. The Warrant became exercisable on December 15, 2023, and may be exercised

4. (Continued from footnote 3) through December 15, 2028, at an exercise price of $1.43 per share of Common Stock, to the extent that after giving effect to such exercise the Reporting Persons and their affiliates would beneficially own, for purposes of Section 13(d) of the Exchange Act, no more than 19.99% of the outstanding shares of Common Stock of the Company.

	Freebird Partners LP, By: Freebird Investments LLC, its general partner, By: /s/ Curtis W. Huff, Chairman and President	12/18/2023
	Freebird Investments LLC, By: /s/ Curtis W. Huff, Chairman and President	12/18/2023
	/s/ Curtis W. Huff	12/18/2023
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
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