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