Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
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- Peter Lynch
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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(Amendment No. 4)*
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Eterna Therapeutics Inc. (Name of Issuer) |
Common stock, par value $0.005 per share (Title of Class of Securities) |
114082209 (CUSIP Number) |
12/31/2024 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule 13d-1(b)
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 Rule 13d-1(c)
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| Rule 13d-1(d)
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SCHEDULE 13G
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| CUSIP No. | 114082209 |
| 1 | Names of Reporting Persons
Nicholas Jason Singer | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
2,565,001.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
4.92 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: (1) Rows 5, 7 and 9 consist of of (i) 1,000,001 shares of common stock, par value $0.005 per share (the "Common Stock"), of Eterna Therapeutics Inc., a Delaware corporation (the "Issuer"), held by Purchase Capital LLC, of which Mr. Singer is the controlling person ("Purchase Capital"), (ii) 810,000 shares of Common Stock held in Mr. Singer's individual retirement account, for which Pacific Premier Trust serves as custodian (the "IRA Account"), and (iii) 755,000 warrants to purchase Common Stock held in the IRA Account, each of which has an exercise price of $0.005 per share (the "Warrants"). The Warrants may not be exercised to the extent that the aggregate number of shares of Common Stock beneficially owned by Mr. Singer or any other person with whom shares of Common Stock would be aggregated for purposes of determining beneficial ownership under Section 13 of the Securities Exchange Act of 1934, as amended, including Purchase Capital, would exceed 9.99% immediately after exercise thereof.(2) The percentage in row 11 is calculated based on an aggregate of 51,374,713 shares of Common Stock outstanding as of November 8, 2024, as reported by the Issuer in its Quarterly Report on Form 10-Q for the quarter ended September 30, 2024 filed with the Securities and Exchange Commission on November 12, 2024.
SCHEDULE 13G
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| CUSIP No. | 114082209 |
| 1 | Names of Reporting Persons
Purchase Capital LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
1,000,001.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
1.95 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person: (1) Rows 5, 7 and 9 consist of 1,000,001 shares of Common Stock held by Purchase Capital, of which Mr. Singer is the controlling person.(2) The percentage in row 11 is calculated based on an aggregate of 51,374,713 shares of Common Stock outstanding as of November 8, 2024, as reported by the Issuer in its Quarterly Report on Form 10-Q for the quarter ended September 30, 2024 filed with the Securities and Exchange Commission on November 12, 2024.
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
Eterna Therapeutics Inc. | |
| (b) | Address of issuer's principal executive offices:
1035 Cambridge Street, Suite 18A Cambridge, MA 02141 | |
| Item 2. | ||
| (a) | Name of person filing:
This Schedule 13G/A (Amendment No. 4) is filed jointly by the following (collectively, the "Reporting Persons"):Nicholas Jason Singer; andPurchase Capital LLC, a Delaware limited liability company ("Purchase Capital").Mr. Singer and Purchase Capital have entered into a Joint Filing Agreement, pursuant to which they have agreed to jointly file this Schedule 13G/A (Amendment No. 4) in accordance with the provisions of Rule 13d-1(k) of the Act. A copy of such agreement was previously filed with the Securities and Exchange Commission on September 8, 2023 as Exhibit 99.1 to the Reporting Persons' Schedule 13G/A (Amendment No. 2) with respect to the common stock of the Issuer, and such agreement is incorporated herein by reference. | |
| (b) | Address or principal business office or, if none, residence:
The address of the principal business office for each of the Reporting Persons is:1395 Brickell Avenue, Suite 800Miami, Florida 33131 | |
| (c) | Citizenship:
See Row 4 of each Reporting Person's cover page to this Schedule 13G. | |
| (d) | Title of class of securities:
Common stock, par value $0.005 per share | |
| (e) | CUSIP No.:
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: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
Nicholas Jason Singer: 2,565,001Purchase Capital LLC: 1,000,001 | |
| (b) | Percent of class:
Nicholas Jason Singer: 4.92%Purchase Capital LLC: 1.95% %
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| (c) | Number of shares as to which the person has:
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| (i) Sole power to vote or to direct the vote:
Nicholas Jason Singer: 2,565,001Purchase Capital LLC: 0 | ||
| (ii) Shared power to vote or to direct the vote:
Nicholas Jason Singer: 0Purchase Capital LLC: 1,000,001 | ||
| (iii) Sole power to dispose or to direct the disposition of:
Nicholas Jason Singer: 2,565,001Purchase Capital LLC: 0 | ||
| (iv) Shared power to dispose or to direct the disposition of:
Nicholas Jason Singer: 0Purchase Capital LLC: 1,000,001 | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
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Ownership of 5 percent or less of a class
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| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
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, other than activities solely in connection with a nomination under ?? 240.14a-11. |
| 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.
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