Sec Form 13G Filing - HALPERN JOHN D filing for Eterna Therapeutics Inc. (ERNA) - 2024-01-31

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

 John D. Halpern

 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 (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

 550,894 (1)

 SOLE DISPOSITIVE POWER

 0

 SHARED DISPOSITIVE POWER

 550,894 (1)

 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 550,894

 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

 ☐

 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 9.99% (2)

 TYPE OF RE PORTING PERSON (SEE INSTRUCTIONS)

 IN

Represents (i) 452,284 shares of common stock, par value $0.005 per share (the “Common Stock”) of Eterna Therapeutics Inc., a Delaware corporation (the “Issuer”) held by the John D. Halpern Revocable Trust (the “Trust”), a trust which the Reporting Person and Katherine H. Halpern are trustees, and (ii) 98,610 shares of Common Stock issuable upon exercise or conversion, as applicable, of the Trust Derivative Securities (as defined below). The Trust acquired 671,840 warrants (the “December 2022 Warrants) from the Issuer in a private placement, each of which became exercisable on June 2, 2023 to purchase one share of Common Stock at an exercise price of $3.28 per share. On July 14, 2023, the Trust acquired from the Issuer in a private placement (the “July 2023 PIPE”): (i) $1,000,000 in principal amount of the Issuer’s 6.0% Senior Convertible Promissory Notes due July 2028 (the “July Note”) and (ii) 699,300 warrants, each exercisable to purchase one share of the Common Stock, at an exercise price of $2.61 per share (the “July 2023 Warrants”). The July Note may be converted into shares of Common Stock at a conversion price of $2.86 per share, subject to customary adjustments for stock splits, stock dividends and recapitalizations, as set forth in the Note. On December 15, 2023, the Trust acquired from the Issuer in a private placement: (i) $1,000,000 in principal amount of the issuer’s 12.0% Senior Convertible Promissory Notes due December 2028 (the “December Note”) and (ii) 1,041,992 warrants, each exercisable to purchase one share of Common Stock, at an exercise price of $1.43 per share (the “December 2023 Warrants”, together with the the December 2022 Warrants, July Note, July 2023 Warrants and December Note, the “Trust Derivative Securities”). The December Note may be converted into shares of Common Stock at a conversion price of $1.9194 per share, subject to customary adjustments for stock splits, stock dividends and recapitalizations, as set forth in the Note. The Trust may not exercise or convert, as applicable, the Trust Derivative Securities to the extent that the aggregate number of shares of Common Stock beneficially owned by the Trust 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 (the “Exchange Act”), would exceed 9.99% immediately after exercise or conversion thereof. Therefore, the Trust beneficially owns 98,610 shares of Common Stock underlying the Trust Derivative Securities, the balance of which the Trust does not have the right to acquire.

Such percentage is based on an aggregate of (i) 5,410,331 shares of Common Stock of the Issuer outstanding as of November 10, 2023, as reported in the Issuer’s Quarterly Report on Form 10-Q for the period ended September 30, 2023, filed with the SEC on November 13, 2023, plus (ii) 98,610 shares of Common Stock issuable upon conversion of the Trust Derivative Securities that are convertible or exercisable within 60 days, which are deemed outstanding pursuant to Rule 13d-3(d)(1)(i) of the Exchange Act.

 NAMES OF REPORTING PERSONS

 Katherine H. Halpern

 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 (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

 550,894 (1)

 SOLE DISPOSITIVE POWER

 0

 SHARED DISPOSITIVE POWER

 550,894 (1)

 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 550,894

 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

 ☐

 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 9.99% (2)

 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 IN

Represents (i) 452,284 shares of Common Stock of the Issuer held by the Trust, and (ii) 98,610 shares of Common Stock issuable upon exercise or conversion, as applicable, of the Trust Derivative Securities held by the Trust, a trust which the Reporting Person and John D. Halpern are trustees. Accordingly, John D. Halpern and Katherine H. Halpern share beneficial ownership of the Trust. See footnote (1) of the facing page for John D. Halpern for details.

Such percentage is based on an aggregate of (i) 5,410,331 shares of Common Stock of the Issuer outstanding as of November 10, 2023, as reported in the Issuer’s Quarterly Report on Form 10-Q for the period ended September 30, 2023, filed with the SEC on November 13, 2023, plus (ii) 98,610 shares of Common Stock issuable upon exercise and/or conversion of the Trust Derivative Securities that are exercisable or convertible within 60 days, which are deemed outstanding pursuant to Rule 13d-3(d)(1)(i) of the Exchange Act.

Name of Issuer:

Address of Issuer’s Principal Executive Offices:

Name of Person Filing:

Address of Principal Business Office or, if none, Residence:

Citizenship:

Title of Class of Securities:

CUSIP Number: 114082100

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:

Ownership John D. Halpern:

(a) Amount Beneficially Owned:

(b) Percent of Class:

(c) Number of shares as to which such person has:

(i) sole power to vote or to direct the vote:

(ii) shared power to vote or to direct the vote:

(iii) sole power to dispose or to direct the disposition of:

(iv) shared power to dispose or to direct the disposition of:

Ownership Katherine H. Halpern:

(a) Amount Beneficially Owned:

(b) Percent of Class:

(c) Number of shares as to which such person has:

(i) sole power to vote or to direct the vote:

(ii) shared power to vote or to direct the vote:

(iii) sole power to dispose or to direct the disposition of:

(iv) shared power to dispose or to direct the disposition of:

Ownership of Five Percent or Less of a Class.

Ownership of More than Five Percent on Behalf of Another Person.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company.

Identification and Classification of Members of the Group.

Notice of Dissolution of Group.

Certification.