Initial Statement of Beneficial Ownership (3)
04 Avril 2023 - 11:05PM
Edgar (US Regulatory)
FORM 3
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UNITED STATES SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP
OF SECURITIES
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OMB
APPROVAL
OMB Number: 3235-0104
Estimated average burden
hours per response... 0.5 |
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Filed pursuant to Section 16(a) of the
Securities Exchange Act of 1934 or Section 30(h) of the Investment
Company Act of 1940
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1. Name
and Address of Reporting Person * Freebird Partners
LP |
2. Date of Event Requiring Statement
(MM/DD/YYYY)
4/3/2023
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3. Issuer Name and Ticker or Trading
Symbol Eterna Therapeutics Inc. [ERNA] |
(Last)
(First)
(Middle)
2800 POST OAK BLVD, SUITE 2000 |
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)_____
Director ___X___
10% Owner
_____ Officer (give title
below) _____
Other (specify below)
|
(Street)
HOUSTON, TX 77056
(City)
(State)
(Zip)
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5. If Amendment, Date Original
Filed(MM/DD/YYYY)
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6. Individual or Joint/Group
Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person |
Table I - Non-Derivative Securities Beneficially
Owned
|
1.Title of Security
(Instr. 4) |
2. Amount of Securities Beneficially Owned
(Instr. 4) |
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5) |
4. Nature of Indirect Beneficial Ownership
(Instr. 5) |
Common Stock, par value $0.005 per share |
272582 |
D (1) |
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Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible
securities)
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1. Title of Derivate Security
(Instr. 4) |
2. Date Exercisable and Expiration Date
(MM/DD/YYYY) |
3. Title and Amount of Securities Underlying
Derivative Security
(Instr. 4) |
4. Conversion or Exercise Price of Derivative
Security |
5. Ownership Form of Derivative Security: Direct (D)
or Indirect (I)
(Instr. 5) |
6. Nature of Indirect Beneficial Ownership
(Instr. 5) |
Date Exercisable |
Expiration Date |
Title |
Amount or Number of Shares |
Common Stock Purchase Warrant |
6/2/2023 |
6/2/2028 |
Common Stock, par value $0.005 per share |
424928 |
$3.28 (2) |
D (1)(2) |
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Explanation of
Responses: |
(1) |
This report is filed jointly
by Freebird Partners LP, a Texas limited partnership ("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 $0.0005 of Eterna Therapeutics Inc. (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. |
(2) |
Pursuant to that certain
Securities Purchase Agreement, as announced in the Issuer's Current
Report on Form 8-K filed with the SEC on November 25, 2022, the
Company issued that certain Common Stock Purchase Warrant
("Warrant") to Freebird Partners LP on December 2, 2022, in
substantially the form as the form of warrant filed as Exhibit 10.1
to the Issuer's Current Report on Form 8-K filed with the
Securities and Exchange Commission (the "SEC") on December 2, 2022.
The Warrant becomes exercisable on June 2, 2023, and may be
exercised through June 2, 2028, at an exercise price of $3.28 per
share of Common Stock. |
Reporting
Owners
|
Reporting Owner Name / Address |
Relationships
|
Director |
10% Owner |
Officer |
Other |
Freebird Partners LP
2800 POST OAK BLVD, SUITE 2000
HOUSTON, TX 77056 |
|
X |
|
|
Freebird Investments LLC
2800 POST OAK BLVD, SUITE 2000
HOUSTON, TX 77056 |
|
X |
|
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HUFF CURTIS W
2800 POST OAK BLVD, SUITE 2000
HOUSTON, TX 77056 |
|
X |
|
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Signatures
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Freebird Partners LP, By: Freebird Investments
LLC, its general partner, By: /s/ Curtis W. Huff, Chairman and
President |
|
4/4/2023 |
**Signature of Reporting
Person |
Date |
Freebird Investments LLC, By: /s/ Curtis W. Huff,
Chairman and President |
|
4/4/2023 |
**Signature of Reporting
Person |
Date |
/s/ Curtis W. Huff |
|
4/4/2023 |
**Signature of Reporting
Person |
Date |
Reminder: Report on a separate line for each class
of securities beneficially owned directly or
indirectly. |
* |
If the form is filed by more than one
reporting person, see Instruction 5(b)(v). |
** |
Intentional misstatements or omissions
of facts constitute Federal Criminal Violations. See 18
U.S.C. 1001 and 15 U.S.C. 78ff(a). |
Note: |
File three copies of this Form, one of
which must be manually signed. If space is insufficient, see
Instruction 6 for procedure. |
Persons who respond to the collection of information
contained in this form are not required to respond unless the form
displays a currently valid OMB control number. |
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