Cherington Charles 4

Accession 0001104659-24-114222

CIK 0000748592other

View on SEC.gov Company Profile

Filed

Nov 4, 7:00 PM ET

Accepted

Nov 5, 12:42 PM ET

Size

41.6 KB

Accession

0001104659-24-114222

Insider Transaction Report

Form 4

Period: 2024-09-23

Eterna Therapeutics Inc.ERNA

Cherington Charles

10% Owner

Transactions

Purchase
Common Stock
2024-10-29+1,237,762→ 6,824,766 total
Purchase
6.0% Senior Convertible Promissory Notes due 2028
2024-09-23
Exercise: $2.86From: 2023-07-14Exp: 2028-07-14→ Common Stock (41,958 underlying)
Purchase
Warrants (right to buy)
2024-09-23+83,916→ 2,475,524 total
Exercise: $1.43From: 2023-12-14Exp: 2028-07-14→ Common Stock (83,916 underlying)
Sale
Warrants (right to buy)
2024-10-29−523,512→ 0 total
Exercise: $1.43From: 2023-12-14Exp: 2028-06-02→ Common Stock (523,512 underlying)
Purchase
Common Stock
2024-10-29+261,756→ 818,221 total
Purchase
6.0% Senior Convertible Promissory Notes due 2028
2024-09-23
Exercise: $2.86From: 2023-07-14Exp: 2028-07-14→ Common Stock (41,958 underlying)
Purchase
Warrants (right to buy)
2024-09-23+83,916→ 2,391,608 total
Exercise: $1.43From: 2023-12-14Exp: 2028-07-14→ Common Stock (83,916 underlying)
Purchase
12.0% Senior Convertible Notes due September 24, 2025
2024-09-24$1368626.00/sh
Exercise: $0.50Exp: 2025-09-24→ Common Stock (2,737,252 underlying)
Purchase
Common Stock
2024-10-29+4,768,783→ 5,587,004 total
Purchase
Common Stock
2024-10-29+5,420,823→ 12,245,589 total
Purchase
Common Stock
2024-10-29+1,562,988→ 13,808,577 total
Conversion
Common Stock
2024-10-29$0.50/sh+2,819,546$1,409,773→ 16,628,123 total
Sale
Warrants (right to buy)
2024-10-29−2,475,524→ 0 total
Exercise: $1.43From: 2023-12-14Exp: 2028-07-14→ Common Stock (2,475,524 underlying)
Conversion
12.0% Senior Convertible Notes due September 24, 2025
2024-10-29→ 0 total
Exercise: $0.50Exp: 2025-09-24→ Common Stock (2,737,252 underlying)
Sale
12.0% Senior Convertible Notes due December 12, 2028
2024-10-29→ 0 total
Exercise: $1.92From: 2012-12-15Exp: 2028-12-15→ Common Stock (3,125,976 underlying)
Sale
6.0% Senior Convertible Promissory Notes due 2028
2024-10-29→ 0 total
Exercise: $2.86From: 2023-07-14Exp: 2028-07-14→ Common Stock (1,237,762 underlying)
Sale
Warrants (right to buy)
2024-10-29−3,125,976→ 0 total
Exercise: $1.43From: 2023-12-15Exp: 2028-12-15→ Common Stock (3,125,976 underlying)

Footnotes (12)

[F1]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
[F10]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.
[F11]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.
[F12]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.
[F2](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.
[F3]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.
[F4]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.
[F5]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.
[F6]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.
[F7]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.
[F8]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.
[F9]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.

Documents

1 file

4
tm2427444-1_4seq1.xmlPrimary
OWNERSHIP DOCUMENT

Issuer

Eterna Therapeutics Inc.

CIK 0000748592

→

Entity typeother

Related Parties

filerCIK 0001448698

Filing Metadata

Form type: 4
Filed: Nov 4, 7:00 PM ET
Accepted: Nov 5, 12:42 PM ET
Size: 41.6 KB

View on SEC.gov