Sec Form 13G Filing - Freebird Partners LP filing for Eterna Therapeutics Inc. (ERNA) - 2023-07-20

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

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.

  Names of Reporting Persons.

  I.R.S. Identification Nos. of above persons (entities only)

  Freebird Partners LP

  Check the Appropriate Box if a Member of a Group (See Instructions)

  (a)  ☐        (b)  ☒

  SEC Use Only

  Citizenship or Place of Organization.

  Texas

Number of

Shares

 Beneficially  

Owned by

Each

Reporting

Person

With

  Sole Voting Power

  0

  Shared Voting Power

  1,053,487 (1)(2)(4)

  Sole Dispositive Power

  0

  Shared Dispositive Power

  1,053,487 (1)(2)(4)

  Aggregate Amount Beneficially Owned by Each Reporting Person

  1,053,487 (1)(2)(4)

  Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

  ☐

  Percent of Class Represented by Amount in Row (9)*

  19.99% (1)(3)(4)

  Type of Reporting Person (See Instructions)

  PN

  Names of Reporting Persons.

  I.R.S. Identification Nos. of above persons (entities only)

  Freebird Investments LLC

  Check the Appropriate Box if a Member of a Group (See Instructions)

  (a)  ☐        (b)  ☒

  SEC Use Only

  Citizenship or Place of Organization.

  Texas

Number of

Shares

 Beneficially  

Owned by

Each

Reporting

Person

With

  Sole Voting Power

  0

  Shared Voting Power

  1,053,487 (1)(2)(4)

  Sole Dispositive Power

  0

  Shared Dispositive Power

  1,053,487 (1)(2)(4)

  Aggregate Amount Beneficially Owned by Each Reporting Person

  1,053,487 (1)(2)(4)

  Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

  ☐

  Percent of Class Represented by Amount in Row (9)*

  19.99%(1)(3)(4)

  Type of Reporting Person (See Instructions)

  OO

  Names of Reporting Persons.

  I.R.S. Identification Nos. of above persons (entities only)

  Curtis Huff

  Check the Appropriate Box if a Member of a Group (See Instructions)

  (a)  ☐        (b)  ☒

  SEC Use Only

  Citizenship or Place of Organization.

  United States

Number of

Shares

 Beneficially  

Owned by

Each

Reporting

Person

With

  Sole Voting Power

  0

  Shared Voting Power

  1,053,487 (1)(2)(4)

  Sole Dispositive Power

  0

  Shared Dispositive Power

  1,053,487 (1)(2)(4)

  Aggregate Amount Beneficially Owned by Each Reporting Person

  1,053,487 (1)(3)(4)

  Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

  ☐

  Percent of Class Represented by Amount in Row (9)*

  19.99%(1)(3)(4)

  Type of Reporting Person (See Instructions)

  IN

Includes (i) 272,583 shares of common stock, par value $0.005 per share (the “Common Stock”), of Eterna Therapeutics Inc., a Delaware corporation (the “Issuer”); (ii) 424,928 shares of Common Stock of the Issuer (the “Warrant Shares”), issuable upon exercise of that certain Common Stock Purchase Warrant, 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 5, 2022 (the “Warrant”), issued by the Issuer in favor of Freebird Partners LP, a Texas limited partnership (“Freebird Partners”) which may be exercised at any time following June 2, 2023, at an exercise price of $3.28 per Warrant Share; (iii) 262,237 shares of Common Stock of the Issuer (the “Note Shares”), issuable upon conversion of that certain Senior Convertible Note in substantially the form as the form of note filed as Exhibit 10.2 to the Issuer’s Current Report on Form 8-K filed with the SEC on July 18, 2023 (the “Note”), issued by the Issuer in favor of Freebird Partners, which may be converted at any time following July 14, 2023, at an exercise price of $2.86 per Note Share; and (iv) 93,739 shares of Common Stock of the Issuer (the “New Warrant Shares”), issuable upon exercise of that certain Common Stock Purchase Warrant in substantially the form as the form of warrant filed as Exhibit 10.3 to the Issuer’s Current Report on Form 8-K filed with the SEC on July 18, 2023 (the “New Warrant”), issued by the Issuer in favor of Freebird Partners, which may be exercised at any time following July 14, 2023, at an exercise price of $2.61 per New Warrant Share.

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.

Such percentage is based on an aggregate of 6,056,783 shares of Common Stock outstanding, which is calculated by adding (i) 5,270,072 shares of Common Stock issued and outstanding as of May 11, 2023 as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the SEC on May 11, 2023; (ii) 262,237 Note Shares issuable upon conversion of the Note held by Freebird Partners sold pursuant to that certain Securities Purchase Agreement dated July 13, 2023, filed as Exhibit 10.1 to the Issuer’s Current Report on Form 8-K filed with the SEC on July 18, 2023 (the “Purchase Agreement”); and (iii) 93,739 New Warrant Shares issuable upon exercise of the New Warrant held by Freebird Partners sold pursuant to the Purchase Agreement.

Pursuant to the terms of the Note and the New Warrant, the Reporting Person cannot convert the Note for Note Shares or exercise the New Warrant for New Warrant Shares to the extent the Reporting Person would beneficially own, after any such conversion or exercise, more than 19.99% of the outstanding shares of Common Stock (the “Blockers”), and the percentage set forth in row (11) and the securities reported in rows (6), (8) and (9) gives effect to the Blockers. The foregoing excludes 430,735 shares of Common Stock issuable upon exercise of the New Warrant held by the Freebird Partners because of the Blockers.

Name of Issuer

Address of Issuer’s Principal Executive Offices

Name of Person Filing

Freebird Partners LP, a Texas limited partnership;

Freebird Investments LLC, a Texas limited liability company;

Curtis W. Huff, an individual and a citizen of the United States of America.

Address of Principal Business Office or, if none, Residence

Citizenship

Title of Class of Securities

CUSIP Number

Amount Beneficially Owned

Percent of Class

Number of shares as to which such person has:

sole power to vote or to direct the vote

shared power to vote or to direct the vote

sole power to dispose or to direct the disposition of

shared power to dispose or to direct the disposition of

/s/ Curtis Huff

/s/ Curtis Huff

/s/ Curtis Huff