Sec Form 4 Filing - Cherington Charles @ 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 Cherington Charles 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) C/O ARA PARTNERS, 4201 MAIN ST., SUITE 370 3. Date of Earliest Transaction (MM/DD/YY) 12/14/2023 (Street) HOUSTON, TX77002 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ 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 12.0% Senior Convertible Notes $ 1.9194 ( 1 ) 12/14/2023 P 12/15/2023 12/15/2028 Common Stock 1,562,988 ( 2 ) $ 3,000,000 $ 3,000,000 D Warrants (right to buy) $ 1.43 ( 1 ) 12/14/2023 P 3,125,976 12/15/2023 12/15/2028 Common Stock 3,125,976 ( 3 ) $ 0.125 ( 1 ) 3,125,976 D Warrants (right to buy) $ 2.61 12/14/2023 H 2,307,692 07/14/2023 07/14/2028 Common Stock 2,307,692 ( 4 ) 0 D Warrants (right to buy) $ 1.43 12/14/2023 P 2,307,692 12/14/2023 07/14/2028 Common Stock 2,307,692 ( 4 ) 2,307,692 D Warrants (right to buy) $ 3.28 12/14/2023 H 523,512 06/02/2023 06/02/2028 Common Stock 523,512 ( 5 ) 0 D Warrants (right to buy) $ 1.43 12/14/2023 P 523,512 12/14/2023 06/02/2028 Common Stock 523,512 ( 5 ) 523,512 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Cherington Charles C/O ARA PARTNERS 4201 MAIN ST., SUITE 370 HOUSTON, TX77002 X Signatures /s/ Charles Cherington 12/19/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The reporting person entered into a Securities Purchase Agreement with the Issuer on December 14, 2023, pursuant to which, on December 15, 2023, the reporting person acquired (i) $3,000,000 principal amount of the Issuer's 12.0% Senior Convertible Notes (the "Notes") and (ii) 3,125,976 warrants, each exercisable to purchase one share of the Company's common stock, par value $0.005 per share ("Common Stock"), at an exercise price of $1.43 per share (the "Warrants"), representing 200% of the number of shares of Common Stock issuable upon conversion of the Notes immediately after the issuance thereof. The conversion price for each Note included $0.25 ($0.125 for each Warrant) in accordance with Nasdaq rules. ( 2 )The conversion of the Notes is subject to a 19.99% beneficial ownership limitation. ( 3 )The exercisability of the Warrants is subject to a 19.99% beneficial ownership limitation. ( 4 )The transactions reported in Table II above involved the amendment of an outstanding warrant issued on July 14, 2023 to reduce the exercise price from $2.61 per share to $1.43 per share. The amendment is reported above as the cancellation of the old warrant and the acquisition of a new one. ( 5 )The transactions reported in Table II above involved the amendment of an outstanding warrant issued on December 2, 2022 to reduce the exercise price from $3.28 per share to $1.43 per share. The amendment is reported above as the cancellation of the old warrant and the acquisition of a new one.

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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