Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
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- Peter Lynch
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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(Amendment No. 5)*
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Eterna Therapeutics Inc. (Name of Issuer) |
Common Stock, par value $0.005 per share (Title of Class of Securities) |
114082209 (CUSIP Number) |
03/31/2025 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule 13d-1(b)
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 Rule 13d-1(c)
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| Rule 13d-1(d)
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SCHEDULE 13G
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| CUSIP No. | 114082209 |
| 1 | Names of Reporting Persons
John D. Halpern | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
5,971,830.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
9.6 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: Rows 6, 8, and 9 consist of (i) 5,856,830 shares of common stock, par value $0.005 per share (the "Common Stock"), of Ernexa Therapeutics Inc., a Delaware corporation (formerly Eterna Therapeutics Inc., the "Issuer") held by the John D. Halpern Revocable Trust (the "Trust"), a trust of which John D. Halpern and Katherine H. Halpern are trustees; and (ii) 115,000 shares of Common Stock of the Issuer (the "Warrant Shares") issuable upon exercise of that certain Pre-Funded Common Stock Purchase Warrant, in substantially the form as the form of Warrant filed as Exhibit 10.3 to the Issuer's Current Report on Form 8-K filed with the Securities and Exchange Commission (the "SEC") on October 24, 2024 (the "Warrant"), issued by the Issuer in favor of the Trust which may be exercised at any time, at a nominal exercise price of $0.005 per Warrant Share. Row 11 is calculated based on 62,478,763 shares of Common Stock of the Issuer, which is derived from (i) 62,363,763 shares of the Common Stock of the Issuer outstanding as of May 7, 2025 as reported in the Issuer's Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2025 filed with the SEC on May 7, 2025; plus (ii) 115,000 Warrant Shares issuable upon exercise of the Warrant within 60 days, which are deemed outstanding pursuant to Rule 13d-3(d)(1)(i) of the Securities Exchange Act of 1934, as amended. The number of shares beneficially owned in Rows 6, 8 and 9 and the number of shares outstanding for purposes of Row 11 do not include shares that will be issued to the Trust pursuant to that certain Securities Purchase Agreement dated as of March 31, 2025 between the Issuer and the purchasers identified on the signature pages thereto, including the Trust (the "SPA"), following the receipt of stockholder approval at the Issuer's annual meeting of stockholders to be held on June 2, 2025.
SCHEDULE 13G
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| CUSIP No. | 114082209 |
Katherine H. Halpern
(a)
(b)
UNITED STATES
| 5 | Sole Voting Power
0.00 |
| 6 | Shared Voting Power
5,971,830.00 |
| 7 | Sole Dispositive Power
0.00 |
| 8 | Shared Dispositive Power
5,971,830.00 |
5,971,830.00
9.6 %
IN
Comment for Type of Reporting Person: As noted above, Rows 6, 8, and 9 consist of (i) 5,856,830 shares of the Common Stock of the Issuer held by the Trust, of which John D. Halpern and Katherine H. Halpern are trustees; and (ii) 115,000 Warrant Shares issuable upon exercise of the Warrant. Row 11 is calculated based on 62,478,763 shares of the Common Stock of the Issuer, which is derived from (1) 62,363,763 shares of Common Stock of the Issuer outstanding as of May 7, 2025 as reported in the Issuer's Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2025 filed with the SEC on May 7, 2025; plus (ii) 115,000 Warrant Shares issuable upon exercise of the Warrant within 60 days, which are deemed outstanding pursuant to Rule 13d-3(d)(1)(i) of the Securities Exchange Act of 1934, as amended. The number of shares beneficially owned in Rows 6, 8 and 9 and the number of shares outstanding for purposes of Row 11 do not include shares that will be issued to the Trust pursuant to the SPA, following the receipt of stockholder approval at the Issuer's annual meeting of stockholders to be held on June 2, 2025.
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
Eterna Therapeutics Inc. | |
| (b) | Address of issuer's principal executive offices:
1035 Cambridge Street, Suite 18A, Cambridge, MA 02141 | |
| Item 2. | ||
| (a) | Name of person filing:
John D. Halpern Katherine H. Halpern | |
| (b) | Address or principal business office or, if none, residence:
P.O. Box 540 Portsmouth, New Hampshire 03802 | |
| (c) | Citizenship:
United States | |
| (d) | Title of class of securities:
Common Stock, par value $0.005 per share | |
| (e) | CUSIP No.:
114082209 | |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
See Row 9 of cover page for each Reporting Person. | |
| (b) | Percent of class:
See Row 11 of cover page for each Reporting Person. %
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| (c) | Number of shares as to which the person has:
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| (i) Sole power to vote or to direct the vote:
See Row 5 of cover page for each Reporting Person. | ||
| (ii) Shared power to vote or to direct the vote:
See Row 6 of cover page for each Reporting Person. | ||
| (iii) Sole power to dispose or to direct the disposition of:
See Row 7 of cover page for each Reporting Person. | ||
| (iv) Shared power to dispose or to direct the disposition of:
See Row 8 of cover page for each Reporting Person. | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11. |
| 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.
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