Sec Form 3 Filing - Freebird Partners LP @ Eterna Therapeutics Inc. - 2023-04-03

FORM 3 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Freebird Partners LP 2. Issuer Name and Ticker or Trading Symbol Eterna Therapeutics Inc. [ ERNA] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 2800 POST OAK BLVD, SUITE 2000 3. Date of Earliest Transaction (MM/DD/YY) 04/03/2023 (Street) HOUSTON, TX77056 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock, par value $0.005 per share 272,582 D ( 1 )

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Common Stock Purchase Warrant $ 3.28 ( 2 ) 06/02/2023 06/02/2028 Common Stock, par value $0.005 per share 424,928 D ( 1 ) ( 2 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Freebird Partners LP 2800 POST OAK BLVD, SUITE 2000 HOUSTON, TX77056 X Freebird Investments LLC 2800 POST OAK BLVD, SUITE 2000 HOUSTON, TX77056 X HUFF CURTIS W 2800 POST OAK BLVD, SUITE 2000 HOUSTON, TX77056 X Signatures Freebird Partners LP, By: Freebird Investments LLC, its general partner, By: /s/ Curtis W. Huff, Chairman and President 04/04/2023 Signature of Reporting Person Date Freebird Investments LLC, By: /s/ Curtis W. Huff, Chairman and President 04/04/2023 Signature of Reporting Person Date /s/ Curtis W. Huff 04/04/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )This report is filed jointly by Freebird Partners LP, a Texas limited partnership ("Freebird Partners"), Freebird Investments LLC, a Texas limited liability company ("Freebird Investments"), and Curtis W. Huff (each a "Reporting Person" and collectively, the "Reporting Persons") in connection with their respective direct and indirect ownership of common stock, par value $0.0005 of Eterna Therapeutics Inc. (the "Company"). These securities of the Company are held of record by Freebird Partners. 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. ( 2 )Pursuant to that certain Securities Purchase Agreement, as announced in the Issuer's Current Report on Form 8-K filed with the SEC on November 25, 2022, the Company issued that certain Common Stock Purchase Warrant ("Warrant") to Freebird Partners LP on December 2, 2022, 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 2, 2022. The Warrant becomes exercisable on June 2, 2023, and may be exercised through June 2, 2028, at an exercise price of $3.28 per share of Common Stock.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

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