0000950170-23-071263.txt : 20231218
0000950170-23-071263.hdr.sgml : 20231218
20231218213802
ACCESSION NUMBER: 0000950170-23-071263
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20231214
FILED AS OF DATE: 20231218
DATE AS OF CHANGE: 20231218
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: HUFF CURTIS W
CENTRAL INDEX KEY: 0001250127
ORGANIZATION NAME:
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-11460
FILM NUMBER: 231495474
MAIL ADDRESS:
STREET 1: 4510 LAMESA HWY
CITY: SNYDER
STATE: TX
ZIP: 79549
FORMER NAME:
FORMER CONFORMED NAME: HUFT CURTIS W
DATE OF NAME CHANGE: 20030628
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Freebird Investments LLC
CENTRAL INDEX KEY: 0001971406
ORGANIZATION NAME:
STATE OF INCORPORATION: TX
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-11460
FILM NUMBER: 231495475
BUSINESS ADDRESS:
STREET 1: 2800 POST OAK BLVD., SUITE 2000
CITY: HOUSTON
STATE: TX
ZIP: 77056
BUSINESS PHONE: 713-961-0118
MAIL ADDRESS:
STREET 1: 2800 POST OAK BLVD., SUITE 2000
CITY: HOUSTON
STATE: TX
ZIP: 77056
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Freebird Partners LP
CENTRAL INDEX KEY: 0001955231
ORGANIZATION NAME:
STATE OF INCORPORATION: TX
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-11460
FILM NUMBER: 231495476
BUSINESS ADDRESS:
STREET 1: 2800 POST OAK BLVD.
STREET 2: SUITE 2000
CITY: HOUSTON
STATE: TX
ZIP: 77056
BUSINESS PHONE: 713-961-0118
MAIL ADDRESS:
STREET 1: 2800 POST OAK BLVD.
STREET 2: SUITE 2000
CITY: HOUSTON
STATE: TX
ZIP: 77056
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Eterna Therapeutics Inc.
CENTRAL INDEX KEY: 0000748592
STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834]
ORGANIZATION NAME: 03 Life Sciences
IRS NUMBER: 311103425
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 1035 CAMBRIDGE STREET
STREET 2: SUITE 18A
CITY: CAMBRIDGE
STATE: MA
ZIP: 02141
BUSINESS PHONE: (212) 582-1199
MAIL ADDRESS:
STREET 1: 10531 4S COMMONS DRIVE
STREET 2: SUITE 166-550
CITY: SAN DIEGO
STATE: CA
ZIP: 92127
FORMER COMPANY:
FORMER CONFORMED NAME: Brooklyn ImmunoTherapeutics, Inc.
DATE OF NAME CHANGE: 20210325
FORMER COMPANY:
FORMER CONFORMED NAME: NTN BUZZTIME INC
DATE OF NAME CHANGE: 20051230
FORMER COMPANY:
FORMER CONFORMED NAME: NTN COMMUNICATIONS INC
DATE OF NAME CHANGE: 19920703
4
1
ownership.xml
4
X0508
4
2023-12-14
0000748592
Eterna Therapeutics Inc.
ERNA
0001955231
Freebird Partners LP
2800 POST OAK BLVD, SUITE 2000
HOUSTON
TX
77056
false
false
true
false
0001971406
Freebird Investments LLC
2800 POST OAK BLVD, SUITE 2000
HOUSTON
TX
77056
false
false
true
false
0001250127
HUFF CURTIS W
2800 POST OAK BLVD, SUITE 2000
HOUSTON
TX
77056
false
false
true
false
false
Common Stock Purchase Warrant
3.28
2023-12-14
4
D
false
424928
A
2023-06-02
2028-06-02
Common Stock, par value $0.005 per share
424928
524474
D
Common Stock Purchase Warrant
1.43
2023-12-14
4
A
false
424928
A
2023-06-02
2028-06-02
Common Stock, par value $0.005 per share
424928
949402
D
Common Stock Purchase Warrant
2.61
2023-12-14
4
D
false
524474
A
2023-07-14
2028-07-14
Common Stock, par value $0.005 per share
524474
424928
D
Common Stock Purchase Warrant
1.43
2023-12-14
4
A
false
524474
A
2023-07-14
2028-07-14
Common Stock, par value $0.005 per share
524474
949402
D
Convertible Note Shares
1.9194
2023-12-15
4
P
false
520996
1.9194
A
2023-12-15
2028-12-15
Common Stock, par value $0.005 per share
520996
783233
D
Common Stock Purchase Warrant
1.43
2023-12-15
4
P
false
1041992
A
2023-12-15
2028-12-15
Common Stock, par value $0.005 per share
1041992
1991394
D
On December 14, 2023, Freebird Partners LP, a Texas limited partnership ("Freebird Partners"), entered into that certain Securities Purchase Agreement (the "Agreement"), pursuant to which the Eterna Therapeutics Inc. (the "Company") amended all outstanding warrants issued to the Reporting Persons (as defined below) on each of December 2, 2022, and July 13, 2023, such that the exercise price was lowered to $1.43 per share. The reduction in exercise price is reflected on this Form 4 as cancellation of the old derivative security and a re-grant of the new derivative security at the new exercise price.
This report is filed jointly by 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 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.
Pursuant to the Agreement, on December 14, 2023, Freebird Partners agreed to purchase, and the Company agreed to sell, for an aggregate purchase price of $1,000,000, (i) a Senior Convertible Note in the principal amount of $1,000,000 (the "Note") with a five (5) year term, and (ii) a warrant to purchase up to 1,041,992 shares of Common Stock (the "Warrant" and such transactions the "Transactions"). The Transactions closed on December 15, 2023. The Note may be converted at any time and from time to time after December 15, 2023, at the option of the holder, at a conversion price of $1.9194 per share of Common Stock, to the extent that after giving effect to such conversion the Reporting Persons and their affiliates would beneficially own, for purposes of Section 13(d) of Securities Exchange Act of 1934, as amended (the "Exchange Act"), no more than 19.99% of the outstanding shares of Common Stock of the Company. The Warrant became exercisable on December 15, 2023, and may be exercised
(Continued from footnote 3) through December 15, 2028, at an exercise price of $1.43 per share of Common Stock, to the extent that after giving effect to such exercise the Reporting Persons and their affiliates would beneficially own, for purposes of Section 13(d) of the Exchange Act, no more than 19.99% of the outstanding shares of Common Stock of the Company.
Freebird Partners LP, By: Freebird Investments LLC, its general partner, By: /s/ Curtis W. Huff, Chairman and President
2023-12-18
Freebird Investments LLC, By: /s/ Curtis W. Huff, Chairman and President
2023-12-18
/s/ Curtis W. Huff
2023-12-18