Sec Form 4 Filing - Freebird Partners LP @ Eterna Therapeutics Inc. - 2023-12-14

FORM 4 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) 12/14/2023 (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

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 12/14/2023 D( 1 ) 424,928 06/02/2023 06/02/2028 Common Stock, par value $0.005 per share 424,928 ( 1 ) 524,474 D ( 2 ) ( 3 ) ( 4 ) Common Stock Purchase Warrant $ 1.43 12/14/2023 A( 1 ) 424,928 06/02/2023 06/02/2028 Common Stock, par value $0.005 per share 424,928 ( 1 ) 949,402 D ( 2 ) ( 3 ) ( 4 ) Common Stock Purchase Warrant $ 2.61 12/14/2023 D( 1 ) 524,474 07/14/2023 07/14/2028 Common Stock, par value $0.005 per share 524,474 ( 1 ) 424,928 D ( 2 ) ( 3 ) ( 4 ) Common Stock Purchase Warrant $ 1.43 12/14/2023 A( 1 ) 524,474 07/14/2023 07/14/2028 Common Stock, par value $0.005 per share 524,474 ( 1 ) 949,402 D ( 2 ) ( 3 ) ( 4 ) Convertible Note Shares $ 1.9194 12/15/2023 P 520,996 12/15/2023 12/15/2028 Common Stock, par value $0.005 per share 520,996 $ 1.9194 783,233 D ( 2 ) ( 3 ) ( 4 ) Common Stock Purchase Warrant $ 1.43 12/15/2023 P 1,041,992 12/15/2023 12/15/2028 Common Stock, par value $0.005 per share 1,041,992 ( 3 ) ( 4 ) 1,991,394 D ( 2 ) ( 3 ) ( 4 )

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 12/18/2023 Signature of Reporting Person Date Freebird Investments LLC, By: /s/ Curtis W. Huff, Chairman and President 12/18/2023 Signature of Reporting Person Date /s/ Curtis W. Huff 12/18/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On December 14, 2023, Freebird Partners LP, a Texas limited partnership ("Freebird Partners"), entered into that certain Securities Purchase Agreement (the "Agreement"), pursuant to which the Eterna Therapeutics Inc. (the "Company") amended all outstanding warrants issued to the Reporting Persons (as defined below) on each of December 2, 2022, and July 13, 2023, such that the exercise price was lowered to $1.43 per share. The reduction in exercise price is reflected on this Form 4 as cancellation of the old derivative security and a re-grant of the new derivative security at the new exercise price. ( 2 )This report is filed jointly by 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 $0.005 ("Common Stock") of 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. ( 3 )Pursuant to the Agreement, on December 14, 2023, Freebird Partners agreed to purchase, and the Company agreed to sell, for an aggregate purchase price of $1,000,000, (i) a Senior Convertible Note in the principal amount of $1,000,000 (the "Note") with a five (5) year term, and (ii) a warrant to purchase up to 1,041,992 shares of Common Stock (the "Warrant" and such transactions the "Transactions"). The Transactions closed on December 15, 2023. The Note may be converted at any time and from time to time after December 15, 2023, at the option of the holder, at a conversion price of $1.9194 per share of Common Stock, to the extent that after giving effect to such conversion the Reporting Persons and their affiliates would beneficially own, for purposes of Section 13(d) of Securities Exchange Act of 1934, as amended (the "Exchange Act"), no more than 19.99% of the outstanding shares of Common Stock of the Company. The Warrant became exercisable on December 15, 2023, and may be exercised ( 4 )(Continued from footnote 3) through December 15, 2028, at an exercise price of $1.43 per share of Common Stock, to the extent that after giving effect to such exercise the Reporting Persons and their affiliates would beneficially own, for purposes of Section 13(d) of the Exchange Act, no more than 19.99% of the outstanding shares of Common Stock of the Company.

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