UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
Eterna Therapeutics Inc.
(Name of Issuer)
Common stock, par value $0.005 per share
(Title of Class of Securities)
114082209
(CUSIP Number)
December 31, 2023
(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 person’s 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 in 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 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP No. 114082209
| 1 | Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Nicholas Jason Singer | |
| 2 | Check the Appropriate Box if a Member of a Group (See Instructions) (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
600,480(1) | ||
| 6 | Shared Voting Power
0 | |||
| 7 | Sole Dispositive Power
600,480(1) | |||
| 8 | Shared Dispositive Power
0 |
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
600,480(1) | |
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
☐ | |
| 11 | Percent of Class Represented by Amount in Row (9)*
9.99%(2) | |
| 12 | Type of Reporting Person (See Instructions)
IN |
| (1) | Consists of 600,480 shares of common stock, par value $0.005 per share (the “Common Stock”), of Eterna Therapeutics Inc., a Delaware corporation (the “Issuer”), issuable upon the exercise or conversion, as applicable, of the Singer Derivative Securities (as defined below), none of which shares are currently issued or outstanding. Purchase Capital LLC, of which Mr. Singer is the controlling person (“Purchase Capital”), acquired 141,644 warrants (the “Purchase Capital December 2022 Warrants”) from the Issuer in a private placement (the “December 2022 Private Placement”), each of which became exercisable on June 2, 2023 to purchase one share of Common Stock, with an exercise price of $3.28 per share (as subsequently amended by the Issuer to $1.43 per share). In addition, Pacific Premier Trust as Custodian for the benefit of Nicholas J. Singer’s individual retirement account (the “IRA Account”), acquired 424,928 warrants, each of which became exercisable on June 2, 2023 to purchase one share of Common Stock, with an exercise price of $3.28 per share, as subsequently amended by the Issuer to $1.43 per share (the “IRA Account December 2022 Warrants” and, together with the Purchase Capital December 2022 Warrants, the “December 2022 Warrants”), from the Issuer in the December 2022 Private Placement. On July 14, 2023, Purchase Capital acquired from the Issuer in a private placement (the “July 2023 Private Placement”): (i) $1,000,000 in principal amount of the Issuer’s 6.0% Senior Convertible Promissory Notes due July 2028 (the “First Note”), and (ii) 699,300 warrants, each exercisable to purchase one share of the Common Stock, at an exercise price of $2.61 per share, as subsequently amended by the Issuer to $1.43 per share (the “Purchase Capital July 2023 Warrants”). In the Issuer’s private placement in December 2023 (the “December 2023 Private Placement”), which, with respect to Purchase Capital, closed in January 2024, Purchase Capital acquired from the Issuer: (i) $1,000,000 in principal amount of the Issuer’s 12.0% Senior Convertible Promissory Notes due December 2028 (the “Second Note” and, together with the First Note, the “Notes”), and (ii) 1,041,992 warrants, each exercisable to purchase one share of the Common Stock, at an exercise price of $1.43 per share (the “Purchase Capital December 2023 Warrants” and, together with the Notes and the December 2022 Warrants, the “Singer Derivative Securities”). The First Note and the Second Note may be converted into shares of Common Stock at conversion prices of $2.86 and $1.9194 per share, respectively, in each case subject to customary adjustments for stock splits, stock dividends and recapitalizations, as set forth in the Notes. Neither Mr. Singer nor Purchase Capital may exercise or convert, as applicable, the Singer Derivative Securities to the extent that the aggregate number of shares of Common Stock beneficially owned by Mr. Singer or any other person with whom shares of Common Stock would be aggregated for purposes of determining beneficial ownership under Section 13 of the Securities Exchange Act of 1934, as amended, including Purchase Capital, would exceed 9.99% immediately after exercise thereof; therefore, Mr. Singer beneficially owns only 600,480 shares of Common Stock underlying the Singer Derivative Securities, the balance of which neither Mr. Singer nor Purchase Capital has the right to acquire. |
| (2) | Calculated based on an aggregate of 5,410,331 shares of Common Stock outstanding as of December 14, 2023 as set forth in that certain Securities Purchase Agreement filed as Exhibit 10.1 to the Issuer’s Current Report on Form 8-K filed with the Securities and Exchange Commission on December 20, 2023. |
2
CUSIP No. 114082209
| 1 | Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Purchase Capital LLC | |
| 2 | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☐
| |
| 3 | SEC Use Only
| |
| 4 | Citizenship or Place of Organization.
Delaware |
Number of Shares Beneficially Owned by Each Reporting Person With | 5 | Sole Voting Power
0 | ||
| 6 | Shared Voting Power
600,480(1) | |||
| 7 | Sole Dispositive Power
0 | |||
| 8 | Shared Dispositive Power
600,480(1) |
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
600,480(1) | |
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
☐ | |
| 11 | Percent of Class Represented by Amount in Row (9)*
9.99%(2) | |
| 12 | Type of Reporting Person (See Instructions)
OO |
| (1) | Consists of 600,480 shares of Common Stock issuable upon the exercise or conversion, as applicable, of the Purchase Capital Derivative Securities (as defined below), none of which shares are currently issued or outstanding. Purchase Capital acquired the Purchase Capital December 2022 Warrants from the Issuer in the December 2022 Private Placement, each of which became exercisable on June 2, 2023 to purchase one share of Common Stock with an exercise price of $3.28 per share, as subsequently amended by the Issuer to $1.43 per share. On July 14, 2023, Purchase Capital acquired from the Issuer in the July 2023 Private Placement: (i) the First Note and (ii) the Purchase Capital July 2023 Warrants. In the December 2023 Private Placement, which, with respect to Purchase Capital, closed in January 2024, Purchase Capital acquired (i) the Second Note and (ii) the Purchase Capital December 2023 Warrants (the Purchase Capital July 2023 Warrants, the Purchase Capital December 2023 Warrants, the Notes and the Purchase Capital December 2022 Warrants are collectively referred to as the “Purchase Capital Derivative Securities”). The First Note and the Second Note may be converted into shares of Common Stock at conversion prices of $2.86 and $1.9194 per share, respectively, subject to customary adjustments for stock splits, stock dividends and recapitalizations, as set forth in the Notes. Purchase Capital may not exercise or convert, as applicable, the Purchase Capital Derivative Securities to the extent that the aggregate number of shares of Common Stock beneficially owned by Purchase Capital or any other person with whom shares of Common Stock would be aggregated for purposes of determining beneficial ownership under Section 13 of the Securities Exchange Act of 1934, as amended, including Nicholas J. Singer, would exceed 9.99% immediately after exercise thereof; therefore, Purchase Capital beneficially owns only 600,480 shares underlying the Purchase Capital Derivative Securities, the balance of which Purchase Capital does not have the right to acquire. |
| (2) | Calculated based on an aggregate of 5,410,331 shares of Common Stock outstanding as of December 14, 2023 as set forth in that certain Securities Purchase Agreement filed as Exhibit 10.1 to the Issuer’s Current Report on Form 8-K filed with the Securities and Exchange Commission on December 20, 2023. |
3
CUSIP No. 114082209
Item 1.
| (a) | Name of Issuer |
Eterna Therapeutics Inc.
| (b) | Address of Issuer’s Principal Executive Offices |
1035 Cambridge Street, Suite 18A
Cambridge, MA 02141
Item 2.
| (a) | Name of Person Filing |
This statement is filed jointly by the following (collectively, the “Reporting Persons”):
| ● | Nicholas Jason Singer; and |
| ● | Purchase Capital LLC, a Delaware limited liability company (“Purchase Capital”). |
Mr. Singer and Purchase Capital have entered into a Joint Filing Agreement, pursuant to which they have agreed to jointly file this Schedule 13G/A (Amendment No. 3) in accordance with the provisions of Rule 13d-1(k) of the Act. A copy of such agreement has been previously filed with the Securities and Exchange Commission on September 8, 2023 as Exhibit 99.1 to the Reporting Persons’ Schedule 13G/A (Amendment No. 2) with respect to the common stock of the Issuer, and such agreement is incorporated herein by reference.
| (b) | Address of Principal Business Office or, if none, Residence |
The address of the principal business office for each of the Reporting Persons is:
1395 Brickell Avenue, Suite 800
Miami, Florida 33131
| (c) | Citizenship |
See Row 4 of each Reporting Person’s cover page to this Schedule 13G.
| (d) | Title of Class of Securities |
Common stock, par value $0.005 per share.
| (e) | CUSIP Number |
114082209
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:
Not applicable.
4
Item 4. Ownership
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
The information contained in Item 5 through and including Item 11 on each Reporting Person’s cover page of this Schedule 13G, including the footnotes thereto, is incorporated by reference in this Item 4.
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.
5
SIGNATURE
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.
January 19, 2024
| /s/ Nicholas J. Singer | ||
| Name: | Nicholas J. Singer | |
PURCHASE CAPITAL LLC
| By: | /s/ Nicholas J. Singer | |
| Name: | Nicholas J. Singer | |
| Title: | Managing Partner |
6
