Form 4 - Statement of changes in beneficial ownership of securities

SEC Form 4 
   

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
	Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person* Cherington Charles (Last) (First) (Middle) 200 BERKLEY STREET 26TH FLOOR (Street) BOSTON MA 02116 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol Eterna Therapeutics Inc. [ ERNA ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 09/23/2024
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	10/29/2024		P		261,756	A	(1)(2)(3)	818,221	D
Common Stock	10/29/2024		P		4,768,783	A	(1)(2)(4)	5,587,004	D
Common Stock	10/29/2024		P		1,237,762	A	(1)(2)(5)	6,824,766	D
Common Stock	10/29/2024		P		5,420,823	A	(1)(2)(6)	12,245,589	D
Common Stock	10/29/2024		P		1,562,988	A	(1)(2)(7)	13,808,577	D
Common Stock	10/29/2024		C		2,819,546(8)	A	$0.5	16,628,123	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
6.0% Senior Convertible Promissory Notes due 2028	$2.86	09/23/2024(9)		P		$120,000		07/14/2023	07/14/2028	Common Stock	41,958	(9)	$3,420,000	D
Warrants (right to buy)	$1.43	09/23/2024(9)		P		83,916		12/14/2023	07/14/2028	Common Stock	83,916	(9)	2,391,608	D
6.0% Senior Convertible Promissory Notes due 2028	$2.86	09/23/2024(10)		P		$120,000		07/14/2023	07/14/2028	Common Stock	41,958	(10)	$3,540,000	D
Warrants (right to buy)	$1.43	09/23/2024(10)		P		83,916		12/14/2023	07/14/2028	Common Stock	83,916	(10)	2,475,524	D
12.0% Senior Convertible Notes due September 24, 2025	$0.5(11)	09/24/2024		P		$1,368,626		(12)	09/24/2025	Common Stock	2,737,252	$1,368,626	$1,368,626	D
12.0% Senior Convertible Notes due September 24, 2025	$0.5	10/29/2024		C			$1,368,626	(12)	09/24/2025	Common Stock	2,737,252	$0	0	D
12.0% Senior Convertible Notes due December 12, 2028	$1.9194	10/29/2024(1)(2)		S			$3,000,000	12/15/2012	12/15/2028	Common Stock	3,125,976	(1)(2)	0	D
6.0% Senior Convertible Promissory Notes due 2028	$2.86	10/29/2024(1)(2)		S			$3,540,000	07/14/2023	07/14/2028	Common Stock	1,237,762	(1)(2)	0	D
Warrants (right to buy)	$1.43	10/29/2024(1)(2)		S			523,512	12/14/2023	06/02/2028	Common Stock	523,512	(1)(2)	0	D
Warrants (right to buy)	$1.43	10/29/2024(1)(2)		S			2,475,524	12/14/2023	07/14/2028	Common Stock	2,475,524	(1)(2)	0	D
Warrants (right to buy)	$1.43(1)(2)	10/29/2024(1)(2)		S			3,125,976	12/15/2023	12/15/2028	Common Stock	3,125,976	(1)(2)	0	D

Explanation of Responses:

1. The reporting person entered into an Exchange Agreement with the Issuer on September 24, 2024 (the "Exchange Agreement"), pursuant to which the reporting person agreed to (i) exchange all their warrants to purchase shares of the Issuer's common stock, par value $0.005 per share ("Common Stock") at an exchange ratio of 0.5 of a share of Common Stock for every one share of Common Stock issuable upon exercise of the applicable warrant (rounded up to the nearest whole number), and

2. (ii) exchange all their convertible notes for shares of Common Stock at an exchange ratio equal to (A) the sum expressed in U.S. dollars of (1) the principal amount of the applicable convertible note, plus (2) all accrued and unpaid interest thereon through the date the applicable convertible note is exchanged plus (3) all interest that would have accrued through, but not including, the maturity date of applicable convertible note if it was outstanding from the date such convertible note is exchanged through its maturity date, divided by (B) $1.00 (rounded up to the nearest whole number) (collective, the "Exchange Transactions"). Consummation of the Exchange Transactions was conditioned upon the Issuer obtaining Stockholder Approval (as defined in the Exchange Agreement), which occurred on October 29, 2024.

3. Shares issued pursuant to the Exchange Agreement in exchange for all of the reporting person's warrants to purchase shares of Common Stock at an exercise price of $1.43 per share with an expiration date of June 2, 2028.

4. Shares issued pursuant to the Exchange Agreement in exchange for all of the reporting person's 6.0% Senior Convertible Promissory Notes due 2028 in the aggregate principal amount of $3,300,000 plus applicable interest.

5. Shares issued pursuant to the Exchange Agreement in exchange for all of the reporting person's warrants to purchase shares of Common Stock at an exercise price of $1.43 per share with an expiration date of July 14, 2028.

6. Shares issued pursuant to the Exchange Agreement in exchange for all of the reporting person's 12.0% Senior Convertible Notes due December 12, 2028 in the aggregate principal amount of $3,000,000 plus applicable interest.

7. Shares issued pursuant to the Exchange Agreement in exchange for all of the reporting person's warrants to purchase shares of Common Stock at an exercise price of $1.43 per share with an expiration date of December 15, 2028.

8. Shares issued as a result the conversion of the Issuer's 12.0% Senior Convertible Notes due September 24, 2025 (the "September Notes") consisting of (i) 2,737,252 shares of Common Stock issued upon conversion of the principal amount of the September Notes and (ii) 82,294 shares issued upon conversion of the interest accrued on the September Notes.

9. On September 23, 2024, the reporting person agreed to forgive a personal loan to an investor in the Issuer's July 2023 private placement for $50,000 in exchange for all of such investor's warrants to purchase shares of Common Stock and 6.0% Senior Convertible Promissory Notes due 2028.

10. On September 23, 2024, the reporting person agreed to forgive a personal loan for $50,000 to a second investor (separate from the investor referenced in footnote 9) in the Issuer's July 2023 private placement in exchange for all of such invetsor's warrants to purchase shares of Common Stock and 6.0% Senior Convertible Promissory Notes due 2028.

11. The reporting person entered into a Note Purchase Agreement with the Issuer on September 24, 2024, pursuant to which the reporting person acquired $1,368,626 principal amount of September Notes.

12. The Notes are automatically converted into shares of Common Stock upon the obtaining of Stockholder Approval (as defined in the Notes) and cannot be converted into Common Stock prior to obtaining Stockholder Approval.

	/s/ Charles Cherington	11/04/2024
	** 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 4 (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 Number.

---