UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)
Eterna Therapeutics
Inc. |
(Name of Issuer) |
Common Stock, par value $.005 per share |
(Title of Class of Securities) |
Charles Cherington
c/o Ara Partners, LLC
200 Berkeley Street, 26th Floor
Boston, Massachusetts 02116
(617) 838-3053
|
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications) |
December 14, 2023 |
(Date of Event Which Requires Filing of this Statement) |
If the filing person has previously filed a statement
on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of sections 240.13d-1(e),
240.13d-1(f) or 140.13d-1(g), check the following box. ¨
Note: Schedules filed in paper format
shall include a signed original and five copies of the schedule, including all exhibits. See section 240.13d-7 for other parties
to whom copies are to be sent.
* |
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. |
The information required in the remainder of this
cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”)
or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
Potential persons who are to 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.
CUSIP No. 114082209
1 |
NAMES
OF REPORTING PERSONS |
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Charles
Cherington |
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2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) |
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(b) |
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3 |
SEC
USE ONLY |
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4 |
SOURCE
OF FUNDS (SEE INSTRUCTIONS) |
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PF |
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5 |
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E) |
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¨ |
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6 |
CITIZENSHIP
OR PLACE OF ORGANIZATION |
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United
States |
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NUMBER
OF SHARES BENEFICIALLY
OWNED BY EACH REPORTING
PERSON WITH |
7 |
SOLE
VOTING POWER |
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1,212,526(1) |
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8 |
SHARED
VOTING POWER |
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0 |
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9 |
SOLE
DISPOSITIVE POWER |
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1,212,526(1) |
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10 |
SHARED
DISPOSITIVE POWER |
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0 |
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11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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1,212,526(1) |
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12 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
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¨ |
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13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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19.99%(2) |
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14 |
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS) |
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IN |
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(1) |
Consists of (i) 556,465 shares of common stock, par value $0.005 per share (“Common Stock”), of Eterna Therapeutics Inc. (the “Issuer”); (ii) 5,261 shares of Common Stock issuable upon conversion of 71,306 shares of Series A convertible preferred stock of the Issuer; (iii) 15,315 shares of Common Stock issuable upon the exercise of options that are exercisable within 60 days; and (iv) 635,485 shares of Common Stock issuable upon conversion of the Issuer’s convertible notes and/or exercise of warrants held by the Reporting Person. |
(2) |
Calculated based on an aggregate of 6,066,392 shares of Common Stock of the Issuer outstanding, which is calculated by adding (i) 5,410,331 shares of Common Stock issued and outstanding as of August 8, 2023 as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission (the “SEC”) on November 13, 2023; (ii) 5,261 shares of Common Stock issuable upon conversion of 71,306 shares of Series A convertible preferred stock of the Issuer; (iii) 15,315 shares of Common Stock issuable upon the exercise of options that are exercisable within 60 days; and (iv) 635,485 shares of Common Stock issuable upon conversion of the Issuer’s convertible notes and/or exercise of warrants held by the Reporting Person that are convertible or exercisable within 60 days, which are deemed outstanding pursuant to SEC Rule 13-3(d)(1)(i). |
CUSIP No. 114082209
| Item 1. | Security and Issuer |
Pursuant to Rule 13d-2 promulgated
under the Securities Exchange Act of 1934, as amended, this Amendment No. 4 to Schedule 13D (this “Amendment No. 4”)
amends certain Items of the Schedule 13D originally filed with the United States Securities and Exchange Commission (the “SEC”)
on May 13, 2021 (the “Original Schedule 13D”), as amended by Amendment No. 1 thereto filed with the SEC on March 16,
2022 (“Amendment No. 1”), Amendment No. 2 thereto filed with the SEC on December 14, 2022 (“Amendment No.
2”) and Amendment No. 3 thereto filed with the SEC on September 7, 2023 (“Amendment No. 3” and the Original
Schedule 13D, as amended by Amendment No. 1, Amendment No. 2, Amendment No. 3 and this Amendment No. 4 are collectively referred to herein
as the “Schedule 13D”) by furnishing the information set forth below. Except as set forth below, all previous Items
are unchanged.
This Schedule 13D relates
to the shares of common stock, par value $0.005 per share (the “Common Stock”), of Eterna Therapeutics Inc., a Delaware
corporation (the “Issuer”), beneficially owned by Mr. Charles Cherington (the “Reporting Person”).
The principal executive offices of the Issuer are located at 1035 Cambridge Street, Suite 18A, Cambridge, MA 02141.
| Item 2. | Identity and Background |
Paragraphs (a)-(c) of Item
2 of the Original Schedule 13D are hereby amended by replacing them in entirety with the following:
(a)-(c). This
Schedule 13D is being filed by Charles Cherington (the “Reporting Person”). The Reporting Person is a co-founder and
managing partner of Ara Partners, a global private equity firm focused on industrial decarbonization investments. The Reporting Person’s
principal office is located at 200 Berkeley Street, 26th Floor, Boston, Massachusetts 02116.
| Item 3. | Source and Amount of Funds
or Other Consideration |
The information provided in
Item 5 of this Amendment No. 4 is incorporated by reference to this Item 3.
| Item 4. | Purpose of Transaction |
Item 4 is hereby amended to
add the following:
The Reporting Person acquired
the December 2023 Notes and December 2023 Warrants (as defined below) in the Private Placement, as described and defined in Item 5 of
this Amendment No. 4, for investment purposes. The Reporting Person has no present plan or proposal that relates to, or could result
in, any of the events referred to in paragraphs (a) through (j), inclusive, of Item 4 of Schedule 13D.
| Item 5. | Interest in Securities of the
Issuer |
Paragraphs (a) and (b) of
Item 5 of the Original Schedule 13D are hereby amended by replacing them in their entirety with the following:
(a) and (b): As of December
20, 2023, the Reporting Person owned directly (i) 556,465 shares of Common Stock, (ii) Series A Convertible Preferred Stock convertible
into 5,261 shares of Common Stock, (iii) options to acquire 15,315 shares of Common Stock, which are exercisable within 60 days; and (iv)
635,485 shares of Common Stock underlying the Issuer’s convertibles notes (including the December 2023 Notes) and/or warrants (including
the December 2023 Warrants) held by the Reporting Person. Items 7-11, inclusive, set forth on the cover page to this Amendment No.
4 are hereby incorporated by reference in this item 5.
(c) During the past 60 days,
the Reporting Person engaged in the following transaction in shares of Common Stock:
On December 15, 2023, the
Reporting Person acquired $3,000,000 in aggregate principal amount of the Issuer’s 12% Senior Convertible Notes (the “December
2023 Notes”) and 3,125,976 accompanying warrants (each, a “December 2023 Warrant”) to purchase one share
of Common Stock, representing 200% of the number of shares of Common Stock into which the December
2023 Notes are initially convertible (disregarding any beneficial ownership limitation in the December 2023 Notes). The Reporting
Person acquired the December 2023 Notes and December 2023 Warrants from the Issuer in a private placement pursuant to that certain Securities
Purchase Agreement, dated as of December 14, 2023, by and among the Issuer, the Reporting Person and the other parties thereto (the “Private
Placement”).
The
December 2023 Notes are the general senior unsecured obligations of the Company and rank equal in right of payment with all of the Company’s
existing and future unsubordinated indebtedness. The December 2023 Notes bear interest at 12.0% per annum, payable quarterly in arrears
on January 15, April 15, July 15 and October 15 of each year, commencing on January 15, 2024. At its election, the Company may
pay interest either in cash or in-kind by increasing the outstanding principal amount of the December 2023 Notes. The December 2023 Notes
mature on December 15, 2028, unless earlier converted or repurchased. The Company may not redeem the December 2023 Notes at its option
prior to maturity.
Each December 2023 Note has
a conversion price of $1.9194 per share, subject to customary adjustments for stock splits, stock
dividends and recapitalizations, as described in the December 2023 Notes. The December 2023 Notes do not contain any ratchet or
other financial anti-dilution provision.
Each
December 2023 Warrant is immediately exercisable, has an exercise price of $1.43 per share, expires five years following the Closing Date
and is subject to customary adjustments.
However, the Reporting Person
may not convert the December 2023 Notes or exercise the December 2023 Warrants if the aggregate number of shares of Common Stock beneficially
owned by the Reporting Person would exceed 19.99% immediately after exercise thereof. Therefore, the Reporting Person currently
beneficially owns 635,485 shares of Common Stock issuable upon the conversion of the December 2023 Notes, the exercise of the December
2023 Warrants, the conversion or exercise, as applicable, of other convertible notes and warrants of the Issuer held by the Reporting
Person or any combination of the foregoing securities transactions.
In connection with the Private
Placement, the Issuer agreed to amend (a) 523,512 warrants to purchase 523,512 shares of Common Stock issued to the Reporting Person on
December 2, 2022 in a previously reported private placement and (b) 2,307,692 warrants to purchase 2,307,692 shares of Common Stock issued
to the Reporting Person on July 14, 2023 in a previously reported private placement, in each case, to lower the exercise price of such
warrants to $1.43 per share.
CUSIP No. 114082209
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.
Dated: December 20, 2023 |
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By: |
/s/ Charles Cherington |
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Name: |
Charles Cherington |
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