Charles Cherington - Sep 23, 2024 Form 4 Insider Report for Eterna Therapeutics Inc. (ERNA)

Role
10%+ Owner
Signature
/s/ Charles Cherington
Stock symbol
ERNA
Transactions as of
Sep 23, 2024
Transactions value $
-$4,890,227
Form type
4
Date filed
11/5/2024, 12:42 PM
Previous filing
Jan 3, 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction ERNA Common Stock Purchase +262K +47.04% 818K Oct 29, 2024 Direct F1, F2, F3
transaction ERNA Common Stock Purchase +4.77M +582.82% 5.59M Oct 29, 2024 Direct F1, F2, F4
transaction ERNA Common Stock Purchase +1.24M +22.15% 6.82M Oct 29, 2024 Direct F1, F2, F5
transaction ERNA Common Stock Purchase +5.42M +79.43% 12.2M Oct 29, 2024 Direct F1, F2, F6
transaction ERNA Common Stock Purchase +1.56M +12.76% 13.8M Oct 29, 2024 Direct F1, F2, F7
transaction ERNA Common Stock Conversion of derivative security $1.41M +2.82M +20.42% $0.50 16.6M Oct 29, 2024 Direct F8

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 $120K $3.42M Sep 23, 2024 Common Stock 42K $2.86 Direct F9
transaction ERNA Warrants (right to buy) Purchase +83.9K +3.64% 2.39M Sep 23, 2024 Common Stock 83.9K $1.43 Direct F9
transaction ERNA 6.0% Senior Convertible Promissory Notes due 2028 Purchase $120K $3.54M Sep 23, 2024 Common Stock 42K $2.86 Direct F10
transaction ERNA Warrants (right to buy) Purchase +83.9K +3.51% 2.48M Sep 23, 2024 Common Stock 83.9K $1.43 Direct F10
transaction ERNA 12.0% Senior Convertible Notes due September 24, 2025 Purchase $1.37M $1.37M Sep 24, 2024 Common Stock 2.74M $0.50 Direct F11, F12
transaction ERNA 12.0% Senior Convertible Notes due September 24, 2025 Conversion of derivative security -$1.37M 0 Oct 29, 2024 Common Stock 2.74M $0.50 Direct F12
transaction ERNA 12.0% Senior Convertible Notes due December 12, 2028 Sale -$3M 0 Oct 29, 2024 Common Stock 3.13M $1.92 Direct F1, F2
transaction ERNA 6.0% Senior Convertible Promissory Notes due 2028 Sale -$3.54M 0 Oct 29, 2024 Common Stock 1.24M $2.86 Direct F1, F2
transaction ERNA Warrants (right to buy) Sale -524K -100% 0 Oct 29, 2024 Common Stock 524K $1.43 Direct F1, F2
transaction ERNA Warrants (right to buy) Sale -2.48M -100% 0 Oct 29, 2024 Common Stock 2.48M $1.43 Direct F1, F2
transaction ERNA Warrants (right to buy) Sale -3.13M -100% 0 Oct 29, 2024 Common Stock 3.13M $1.43 Direct F1, F2
* 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 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
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.
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.