Freebird Partners LP - Jul 14, 2023 Form 4 Insider Report for Eterna Therapeutics Inc. (ERNA)

Role: 10%+ Owner
Signature: Freebird Partners LP, By: Freebird Investments LLC, its general partner, By: /s/ Curtis W. Huff, Chairman and President
Stock symbol: ERNA
Transactions as of: Jul 14, 2023
Transactions value $: $749,998
Form type: 4
Date filed: 7/18/2023, 06:10 AM
Previous filing: Apr 4, 2023
Next filing: Jan 3, 2024

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	ERNA	Convertible Note Shares	Purchase	$750K	+262K		$2.86	262K	Jul 14, 2023	Common Stock, par value $0.005 per share	262K	$2.86	Direct	F1, F2
transaction	ERNA	Common Stock Purchase Warrant	Purchase		+524K	+123.43%		949K	Jul 14, 2023	Common Stock, par value $0.005 per share	524K	$2.61	Direct	F1, F2

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	This report is filed jointly by Freebird Partners LP, a Texas limited partnership ("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 Eterna Therapeutics Inc. (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.
F2	On July 13, 2023, Freebird Partners entered into that certain Securities Purchase Agreement (the "Agreement"), pursuant to which Freebird Partners agreed to purchase, and the Company agreed to sell, for an aggregate purchase price of $750,000, (i) a Senior Convertible Note in the principal amount of $750,000 (the "Note") with a five (5) year term, and (ii) a warrant to purchase up to 524,474 shares of Common Stock (the "Warrant" and such transactions the "Transactions". The Transactions closed on July 14, 2023. The Note may be converted at any time and from time to time after July 14, 2023, at the option of the holder, at a conversion price of $2.86 per share of Common Stock. The Warrant becomes exercisable on July 14, 2023, and may be exercised through July 14, 2028, at an exercise price of $2.61 per share of Common Stock.

Content

This report is filed jointly by Freebird Partners LP, a Texas limited partnership ("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 Eterna Therapeutics Inc. (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.

On July 13, 2023, Freebird Partners entered into that certain Securities Purchase Agreement (the "Agreement"), pursuant to which Freebird Partners agreed to purchase, and the Company agreed to sell, for an aggregate purchase price of $750,000, (i) a Senior Convertible Note in the principal amount of $750,000 (the "Note") with a five (5) year term, and (ii) a warrant to purchase up to 524,474 shares of Common Stock (the "Warrant" and such transactions the "Transactions". The Transactions closed on July 14, 2023. The Note may be converted at any time and from time to time after July 14, 2023, at the option of the holder, at a conversion price of $2.86 per share of Common Stock. The Warrant becomes exercisable on July 14, 2023, and may be exercised through July 14, 2028, at an exercise price of $2.61 per share of Common Stock.