Eterna Therapeutics Form 4 / Charles Cherington ownership change

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).

1. Name and Address of Reporting Person^*

Cherington Charles

(Last)

(First)

(Middle)

C/O ARA PARTNERS

4201 MAIN ST., SUITE 370

(Street)

HOUSTON

77002

(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)

X	Form filed by One Reporting Person
	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)
12.0% Senior Convertible Notes	$1.9194⁽¹⁾	12/14/2023		P		$3,000,000		12/15/2023	12/15/2028	Common Stock	1,562,988⁽²⁾	$3,000,000	$3,000,000	D
Warrants (right to buy)	$1.43⁽¹⁾	12/14/2023		P		3,125,976		12/15/2023	12/15/2028	Common Stock	3,125,976⁽³⁾	$0.125⁽¹⁾	3,125,976	D
Warrants (right to buy)	$2.61	12/14/2023		H			2,307,692	07/14/2023	07/14/2028	Common Stock	2,307,692	⁽⁴⁾	0	D
Warrants (right to buy)	$1.43	12/14/2023		P		2,307,692		12/14/2023	07/14/2028	Common Stock	2,307,692	⁽⁴⁾	2,307,692	D
Warrants (right to buy)	$3.28	12/14/2023		H			523,512	06/02/2023	06/02/2028	Common Stock	523,512	⁽⁵⁾	0	D
Warrants (right to buy)	$1.43	12/14/2023		P		523,512		12/14/2023	06/02/2028	Common Stock	523,512	⁽⁵⁾	523,512	D

Explanation of Responses:

1. The reporting person entered into a Securities Purchase Agreement with the Issuer on December 14, 2023, pursuant to which, on December 15, 2023, the reporting person acquired (i) $3,000,000 principal amount of the Issuer's 12.0% Senior Convertible Notes (the "Notes") and (ii) 3,125,976 warrants, each exercisable to purchase one share of the Company's common stock, par value $0.005 per share ("Common Stock"), at an exercise price of $1.43 per share (the "Warrants"), representing 200% of the number of shares of Common Stock issuable upon conversion of the Notes immediately after the issuance thereof. The conversion price for each Note included $0.25 ($0.125 for each Warrant) in accordance with Nasdaq rules.

2. The conversion of the Notes is subject to a 19.99% beneficial ownership limitation.

3. The exercisability of the Warrants is subject to a 19.99% beneficial ownership limitation.

4. The transactions reported in Table II above involved the amendment of an outstanding warrant issued on July 14, 2023 to reduce the exercise price from $2.61 per share to $1.43 per share. The amendment is reported above as the cancellation of the old warrant and the acquisition of a new one.

5. The transactions reported in Table II above involved the amendment of an outstanding warrant issued on December 2, 2022 to reduce the exercise price from $3.28 per share to $1.43 per share. The amendment is reported above as the cancellation of the old warrant and the acquisition of a new one.

	/s/ Charles Cherington	12/19/2023
	** 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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Eterna Therapeutics (ERNA) Form 4Eterna Therapeutics / Charles Cherington ownership change