Statement of Ownership (sc 13g)
02 Décembre 2022 - 11:01PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
Eterna Therapeutics Inc.
(Name of Issuer)
Common stock, par value $0.005 per share
(Title of Class of Securities)
114082209
(CUSIP Number)
December 2, 2022
(Date of Event which Requires Filing of this
Statement)
Check the appropriate box to designate the rule pursuant to which
this Schedule is filed:
| * |
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.
|
The information required in the remainder of this cover page shall
not be deemed to be “filed” for the purpose of Section 18 of
the Securities Exchange Act of 1934 (“Act”) or otherwise subject to
the liabilities of that section of the Act but shall be subject to
all other provisions of the Act (however, see the
Notes).
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1 |
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Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities
only)
Freebird Partners LP
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2 |
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Check the Appropriate Box if a Member of a Group (See
Instructions)
(a) ☐ (b) ☒
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3 |
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SEC Use Only
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4 |
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Citizenship or Place of Organization.
Texas
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
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5 |
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Sole Voting Power
0
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6 |
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Shared Voting Power
272,583(1)
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7 |
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Sole Dispositive Power
0
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8 |
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Shared Dispositive Power
272,583(1)
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9 |
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Aggregate Amount Beneficially Owned by Each Reporting
Person
272,583(1)(2)
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10 |
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Check if the Aggregate Amount in Row (9) Excludes
Certain Shares (See Instructions)
☐
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11 |
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Percent of Class Represented by Amount in Row
(9)*
5.3%(2)
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12 |
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Type of Reporting Person (See Instructions)
PN
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| (1) |
Includes 272,583 shares of common stock, par value
$0.0005 per share (the “Common Stock”), of Eterna
Therapeutics Inc., a Delaware corporation (the “Issuer”),
directly beneficially owned by Freebird Partners LP, a Texas
limited partnership (“Freebird Partners”). Freebird
Investments LLC, a Texas limited liability company
(“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.
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| (2) |
Such percentage is 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 SEC on
November 14, 2022 and (ii) 2,184,950 shares of Common Stock
that the Issuer sold pursuant to that certain Securities Purchase
Agreement dated November 23, 2022, as announced in the
Issuer’s Current Report on Form 8-K filed with the SEC on
November 25, 2022.
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1 |
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Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities
only)
Freebird Investments LLC
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2 |
|
Check the Appropriate Box if a Member of a Group (See
Instructions)
(a) ☐ (b) ☒
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3 |
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SEC Use Only
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4 |
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Citizenship or Place of Organization.
Texas
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
|
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5 |
|
Sole Voting Power
0
|
|
|
6 |
|
Shared Voting Power
272,583(1)
|
|
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7 |
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Sole Dispositive Power
0
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8 |
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Shared Dispositive Power
272,583(1)
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9 |
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Aggregate Amount Beneficially Owned by Each Reporting
Person
272,583(1)(2)
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10 |
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Check if the Aggregate Amount in Row (9) Excludes
Certain Shares (See Instructions)
☐
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11 |
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Percent of Class Represented by Amount in Row
(9)*
5.3%(1)(2)
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12 |
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Type of Reporting Person (See Instructions)
OO
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| (1) |
Includes 272,583 shares of Common Stock of the Issuer
directly beneficially owned by Freebird Partners. Freebird
Investments serves as the general partner of Freebird Partners.
Mr. 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.
|
| (3) |
Such percentage is 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 SEC on
November 14, 2022 and (ii) 2,184,950 shares of Common Stock
that the Issuer sold pursuant to that certain Securities Purchase
Agreement dated November 23, 2022, as announced in the
Issuer’s Current Report on Form 8-K filed with the SEC on
November 25, 2022.
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1 |
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Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities
only)
Curtis Huff
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2 |
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Check the Appropriate Box if a Member of a Group (See
Instructions)
(a) ☐ (b) ☒
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3 |
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SEC Use Only
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4 |
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Citizenship or Place of Organization.
United States
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
|
|
5 |
|
Sole Voting Power
0
|
|
|
6 |
|
Shared Voting Power
272,583(1)
|
|
|
7 |
|
Sole Dispositive Power
0
|
|
|
8 |
|
Shared Dispositive Power
272,583(1)
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9 |
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Aggregate Amount Beneficially Owned by Each Reporting
Person
272,583(1)(2)
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10 |
|
Check if the Aggregate Amount in Row (9) Excludes
Certain Shares (See Instructions)
☐
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11 |
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Percent of Class Represented by Amount in Row
(9)*
5.3%(1)(2)
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12 |
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Type of Reporting Person (See Instructions)
IN
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| (1) |
Includes 272,583 shares of Common Stock of the Issuer
directly beneficially owned by Freebird Partners. Freebird
Investments serves as the general partner of Freebird Partners.
Mr. 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.
|
| (4) |
Such percentage is 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 SEC on
November 14, 2022 and (ii) 2,184,950 shares of Common Stock
that the Issuer sold pursuant to that certain Securities Purchase
Agreement dated November 23, 2022, as announced in the
Issuer’s Current Report on Form 8-K filed with the SEC on
November 25, 2022.
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Eterna Therapeutics Inc.
| (b) |
Address of Issuer’s Principal Executive
Offices
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10355 Science Center Drive, Suite 150
San Diego, CA 92121
| (a) |
Name of Person Filing
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This statement is filed by the following entities and individuals
(collectively, referred to as the “Reporting Persons”):
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Freebird Partners LP, a Texas limited partnership;
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• |
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Freebird Investments LLC, a Texas limited liability company;
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Curtis W. Huff, an individual and a citizen of the United States of
America.
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Freebird Investments LLC is the general partner of Freebird
Partners LP, and as a result, may be deemed to share voting and
dispositive power with respect to the securities held by Freebird
Partners LP.
Curtis Huff is the sole member of Freebird Investments LLC, which
is the general partner of Freebird Partners LP, and as a result,
may be deemed to share voting and dispositive power with respect to
the securities held by Freebird Partners LP.
Freebird Partners LP, Freebird Investments LLC, and Mr. Huff
have entered into a Joint Filing Agreement, a copy of which is
filed with this Schedule 13G as Exhibit 99.1, pursuant to which
they have agreed to file this Schedule 13G jointly in accordance
with the provisions of Rule 13d-1(k) of the Act.
| (b) |
Address of Principal Business Office or, if none,
Residence
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The address of the principal business office for each of the
Reporting Persons is:
2800 Post Oak Blvd, Suite 2000
Houston, TX 77056
See Row 4 of cover page for each Reporting Person.
| (d) |
Title of Class of Securities
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Common stock, par value $0.005 per share.
114082209
Item 3. If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the
person filing is a:
Not applicable.
Item 4. Ownership
Provide the following information regarding the aggregate number
and percentage of the class of securities of the issuer identified
in Item 1.
| (a) |
Amount Beneficially Owned
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See Row 9 of cover page for each Reporting Person.
See Row 11 of cover page for each Reporting Person.
| (c) |
Number of shares as to which such person
has:
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(i) |
sole power to vote or to direct the vote
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See Row 5 of cover page for each Reporting Person.
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(ii) |
shared power to vote or to direct the vote
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See Row 6 of cover page for each Reporting Person.
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(iii) |
sole power to dispose or to direct the disposition
of
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See Row 7 of cover page for each Reporting Person.
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(iv) |
shared power to dispose or to direct the disposition
of
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See Row 8 of cover page for each Reporting Person.
Item 5. Ownership of Five Percent or Less of a
Class
If this statement is being filed to report the fact that as of the
date hereof the reporting person has ceased to be the beneficial
owner of more than five percent of the class of securities, check
the following ☐.
Item 6. Ownership of More than Five Percent on Behalf of
another Person
Not applicable.
Item 7. Identification and Classification of the Subsidiary
Which Acquired the Security Being Reported on By the Parent Holding
Company
Not applicable.
Item 8. Identification and Classification of Members of the
Group
Not applicable.
Item 9. Notice of Dissolution of Group
Not Applicable.
Item 10. Certification
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were not acquired and are
not held for the purpose of or with the effect of changing or
influencing the control of the issuer of the securities and were
not acquired and are not held in connection with or as a
participant in any transaction having that purpose or effect.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement
is true, complete and correct.
December 2, 2022
FREEBIRD PARTNERS LP
By: Freebird Investments LLC, its general partner
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| By: |
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/s/ Curtis Huff
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| Name: Curtis
Huff |
| Title:
Chairman and President |
FREEBIRD INVESTMENTS LLC
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| By: |
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/s/ Curtis Huff
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| Name: Curtis Huff |
| Title: Chairman and President |
CURTIS HUFF
Brooklyn ImmunoTherapeut... (AMEX:BTX)
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