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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13D

 

Under the Securities Exchange Act of 1934

(Amendment No. 2)

 

Eterna Therapeutics Inc.

(Name of Issuer)

Common Stock, par value $.005 per share

(Title of Class of Securities)

114082209

(CUSIP Number)

Charles Cherington

c/o Ara Partners

222 Berkeley Street, Suite 1270

Boston, Massachusetts 02116

(617) 838-3053

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

December 2, 2022

(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.

1	NAMES OF REPORTING PERSONS
	Charles Cherington
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	PF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			567,5261
		8	SHARED VOTING POWER
			0
		9	SOLE DISPOSITIVE POWER
			567,5261
		10	SHARED DISPOSITIVE POWER
			0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	567,5261
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	11.05%2
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	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) 2,971 shares of Common Stock issuable upon conversion of 71,306 shares of Series A convertible preferred stock of the Issuer; and (iii) 8,090 shares of Common Stock issuable upon the exercise of options that are exercisable within 60 days.

2

Calculated based on an aggregate of 5,127,070 shares of Common Stock of the Issuer outstanding, which is calculated by adding (i) 2,942,120 shares of Common Stock issued and outstanding as of November 11, 2022 as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission (the “SEC”) on November 14, 2022 and (ii) 2,184,950 shares of Common Stock that the Issuer issued on December 2, 2022 pursuant to that certain Securities Purchase Agreement, dated as of November 23, 2022, as reported in the Issuer’s Current Report on Form 8-K filed with the SEC on December 5, 2022.

 

 

Pursuant to Rule 13d-2 promulgated under the Securities Exchange Act of 1934, as amended, this Amendment No. 2 to Schedule 13D (this “Amendment No. 2”) 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”) (the Original Schedule 13D, as amended by Amendment No. 1 and this Amendment No. 2 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 10355 Science Center Drive, Suite 150, San Diego, CA 92121.

 

 

The information provided in Item 5 of this Amendment No. 2 is incorporated by reference to this Item 3.

 

 

Item 4 is hereby amended to add the following:

 

The Reporting Person acquired the shares of Common Stock in the Private Placement, as described and defined in Item 5 of this Amendment No. 2, 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.

 

 

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 2, 2022, the Reporting Person owned directly (i) 556,465 shares of Common Stock, (ii) Series A Convertible Preferred Stock convertible into 2,971 shares of Common Stock and (iii) options to acquire 8,090 shares of Common Stock, which are exercisable within 60 days.  Items 7-11, inclusive, set forth on the cover page to this Amendment No. 2 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 2, 2022, the Reporting Person acquired 261,756 units (each, a “Unit”), each comprising one share of Common Stock and two warrants (each, a “Warrant”), each exercisable to purchase one share of Common Stock, for a purchase price of $3.53 per unit, with $3.28 attributable to each share of Common Stock.  The Reporting Person acquired the Common Stock and Warrants from the issuer in a private placement pursuant to that certain Securities Purchase Agreement, dated as of November 23, 2022, by and among the Issuer, the Reporting Person and the other parties thereto (the “Private Placement”).  Each Warrant has an exercise price of $3.28 per share; however, in accordance with their terms, the Warrants will not become exercisable until six months following December 2, 2022, and the Reporting Person may not exercise the Warrants if the aggregate number of shares of Common Stock beneficially owned by the Reporting Person would exceed 9.99% immediately after exercise thereof.  Therefore, the Reporting Person does not currently beneficially own any of the shares of Common Stock underlying the Warrants.

 

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.