Eterna Therapeutics Inc.
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(Name of Issuer)
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Common Stock, par value $.005 per share |
(Title of Class of Securities)
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114082209 |
(CUSIP Number)
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
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December 2, 2022 |
(Date of Event Which Requires Filing of this Statement)
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*
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The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information
which would alter the disclosures provided in a prior cover page.
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1
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NAMES OF REPORTING PERSONS
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Charles Cherington
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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(b)
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☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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PF
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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United States
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7
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SOLE VOTING POWER
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567,5261
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8
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SHARED VOTING POWER
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0
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9
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SOLE DISPOSITIVE POWER
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567,5261
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10
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SHARED DISPOSITIVE POWER
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0
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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567,5261
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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11.05%2
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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IN
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1
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Consists of (i) 556,465 shares of common stock, par value $0.005 per share (“Common Stock”), of Eterna Therapeutics Inc. (the “Issuer”); (ii)
2,971 shares of Common Stock issuable upon conversion of 71,306 shares of Series A convertible preferred stock of the Issuer; and (iii) 8,090 shares of Common Stock issuable upon the exercise of options that are exercisable within 60 days.
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2
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Calculated based on an aggregate of 5,127,070 shares of Common Stock of the Issuer outstanding, which is calculated by adding (i) 2,942,120 shares of Common
Stock issued and outstanding as of November 11, 2022 as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission (the “SEC”) on November 14, 2022 and (ii) 2,184,950 shares of Common Stock that the Issuer issued on December 2, 2022 pursuant to that certain Securities Purchase Agreement, dated as of November 23,
2022, as reported in the Issuer’s Current Report on Form 8-K filed with the SEC on December 5, 2022.
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Item 1. |
Security and Issuer
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Item 3. |
Source and Amount of Funds or Other Consideration
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Item 4. |
Purpose of Transaction
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Item 5. |
Interest in Securities of the Issuer
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Dated: December 14, 2022
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By: | /s/ Charles Cherington | |
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Name: Charles Cherington
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