Charles Cherington - Dec 14, 2023 Form 4 Insider Report for Eterna Therapeutics Inc. (ERNA)

Role
10%+ Owner
Signature
/s/ Charles Cherington
Stock symbol
ERNA
Transactions as of
Dec 14, 2023
Transactions value $
$3,390,747
Form type
4
Date filed
12/20/2023, 10:05 AM
Previous filing
Sep 11, 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 12.0% Senior Convertible Notes Purchase $3M $3M Dec 14, 2023 Common Stock 1.56M $1.92 Direct F1, F2
transaction ERNA Warrants (right to buy) Purchase $391K +3.13M $0.13* 3.13M Dec 14, 2023 Common Stock 3.13M $1.43 Direct F1, F3
transaction ERNA Warrants (right to buy) Expiration (or cancellation) of long derivative position with value received -2.31M -100% 0 Dec 14, 2023 Common Stock 2.31M $2.61 Direct F4
transaction ERNA Warrants (right to buy) Purchase +2.31M 2.31M Dec 14, 2023 Common Stock 2.31M $1.43 Direct F4
transaction ERNA Warrants (right to buy) Expiration (or cancellation) of long derivative position with value received -524K -100% 0 Dec 14, 2023 Common Stock 524K $3.28 Direct F5
transaction ERNA Warrants (right to buy) Purchase +524K 524K Dec 14, 2023 Common Stock 524K $1.43 Direct F5
* 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 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.
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.
F4 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.
F5 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.