Charles Cherington - Jul 13, 2023 Form 4 Insider Report for Eterna Therapeutics Inc. (ERNA)

Role
10%+ Owner
Signature
/s/ Charles Cherington
Stock symbol
ERNA
Transactions as of
Jul 13, 2023
Transactions value $
$3,588,462
Form type
4
Date filed
8/25/2023, 07:34 PM
Previous filing
Jan 6, 2023
Next filing
Aug 25, 2023

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 6.0% Senior Convertible Promissory Notes due 2028 Purchase $3.3M $3.3M Jul 13, 2023 Common Stock 1.15M $2.86 Direct F1, F2
transaction ERNA Warrants (right to buy) Purchase $288K +2.31M $0.13* 2.31M Jul 13, 2023 Common Stock 2.31M $2.61 Direct F1, F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 The reporting person entered into a Securities Purchase Agreement with the Issuer on July 13, 2023, pursuant to which, on July 14, 2023, the reporting person acquired (i) $3,300,000 principal amount of the Issuer's 6.0% Senior Convertible Promissory Notes due July 2028 (the "Notes") and (ii) 2,307,692 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 $2.61 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.
F2 The conversion of the Notes is subject to a 19.99% beneficial ownership limitation.
F3 The exercisability of the Warrants is subject to a 19.99% beneficial ownership limitation.