SEC Form SC 13G/A filed by Brooklyn ImmunoTherapeutics Inc. (Amendment)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(AMENDMENT NO. 3)*
Eterna Therapeutics Inc.
(Name of Issuer)
Common Stock, par value $0.005 per share
(Title of Class of Securities)
114082100
(CUSIP Number)
December 31, 2023
(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)
☒ Rule 13d-1(c)
☐ Rule 13d-1(d)
| * | 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 on 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 (the “Exchange Act”) or otherwise subject to the liabilities of that section of the Exchange Act but shall be subject to all other provisions of the Exchange Act (however, see the Notes).
CUSIP No. 114082100
| 1 |
NAMES OF REPORTING PERSONS
John D. Halpern | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
United States | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
550,894 (1) | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
550,894 (1) | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
550,894 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.99% (2) | |||||
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN | |||||
| (1) | Represents (i) 452,284 shares of common stock, par value $0.005 per share (the “Common Stock”) of Eterna Therapeutics Inc., a Delaware corporation (the “Issuer”) held by the John D. Halpern Revocable Trust (the “Trust”), a trust which the Reporting Person and Katherine H. Halpern are trustees, and (ii) 98,610 shares of Common Stock issuable upon exercise or conversion, as applicable, of the Trust Derivative Securities (as defined below). The Trust acquired 671,840 warrants (the “December 2022 Warrants) from the Issuer in a private placement, each of which became exercisable on June 2, 2023 to purchase one share of Common Stock at an exercise price of $3.28 per share. On July 14, 2023, the Trust acquired from the Issuer in a private placement (the “July 2023 PIPE”): (i) $1,000,000 in principal amount of the Issuer’s 6.0% Senior Convertible Promissory Notes due July 2028 (the “July Note”) and (ii) 699,300 warrants, each exercisable to purchase one share of the Common Stock, at an exercise price of $2.61 per share (the “July 2023 Warrants”). The July Note may be converted into shares of Common Stock at a conversion price of $2.86 per share, subject to customary adjustments for stock splits, stock dividends and recapitalizations, as set forth in the Note. On December 15, 2023, the Trust acquired from the Issuer in a private placement: (i) $1,000,000 in principal amount of the issuer’s 12.0% Senior Convertible Promissory Notes due December 2028 (the “December Note”) and (ii) 1,041,992 warrants, each exercisable to purchase one share of Common Stock, at an exercise price of $1.43 per share (the “December 2023 Warrants”, together with the the December 2022 Warrants, July Note, July 2023 Warrants and December Note, the “Trust Derivative Securities”). The December Note may be converted into shares of Common Stock at a conversion price of $1.9194 per share, subject to customary adjustments for stock splits, stock dividends and recapitalizations, as set forth in the Note. The Trust may not exercise or convert, as applicable, the Trust Derivative Securities to the extent that the aggregate number of shares of Common Stock beneficially owned by the Trust or any other person with whom shares of Common Stock would be aggregated for purposes of determining beneficial ownership under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), would exceed 9.99% immediately after exercise or conversion thereof. Therefore, the Trust beneficially owns 98,610 shares of Common Stock underlying the Trust Derivative Securities, the balance of which the Trust does not have the right to acquire. |
| (2) | Such percentage is based on an aggregate of (i) 5,410,331 shares of Common Stock of the Issuer outstanding as of November 10, 2023, as reported in the Issuer’s Quarterly Report on Form 10-Q for the period ended September 30, 2023, filed with the SEC on November 13, 2023, plus (ii) 98,610 shares of Common Stock issuable upon conversion of the Trust Derivative Securities that are convertible or exercisable within 60 days, which are deemed outstanding pursuant to Rule 13d-3(d)(1)(i) of the Exchange Act. |
CUSIP No. 114082100
| 1 |
NAMES OF REPORTING PERSONS
Katherine H. Halpern | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
United States | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
550,894 (1) | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
550,894 (1) | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
550,894 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.99% (2) | |||||
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN | |||||
| (1) | Represents (i) 452,284 shares of Common Stock of the Issuer held by the Trust, and (ii) 98,610 shares of Common Stock issuable upon exercise or conversion, as applicable, of the Trust Derivative Securities held by the Trust, a trust which the Reporting Person and John D. Halpern are trustees. Accordingly, John D. Halpern and Katherine H. Halpern share beneficial ownership of the Trust. See footnote (1) of the facing page for John D. Halpern for details. |
| (2) | Such percentage is based on an aggregate of (i) 5,410,331 shares of Common Stock of the Issuer outstanding as of November 10, 2023, as reported in the Issuer’s Quarterly Report on Form 10-Q for the period ended September 30, 2023, filed with the SEC on November 13, 2023, plus (ii) 98,610 shares of Common Stock issuable upon exercise and/or conversion of the Trust Derivative Securities that are exercisable or convertible within 60 days, which are deemed outstanding pursuant to Rule 13d-3(d)(1)(i) of the Exchange Act. |
This Amendment No. 3 amends and supplements the Schedule 13G originally filed by John D. Halpern, Katherine H. Halpern and Ian H. Halpern with the Securities and Exchange Commission (the “Commission”) on May 24, 2021 (the “Schedule 13G”) relating to the common stock, par value $0.005 per share (the “Common Stock”), of Eterna Therapeutics Inc. (f/k/a Brooklyn ImmunoTherapeutics, Inc.), a Delaware corporation (the “Issuer”), Amendment No.1 to the Schedule 13G filed by John D. Halpern and Katherine H. Halpern with the Commission on December 5, 2022 relating to the Common Stock of the Issuer, and Amendment No. 2 to the Schedule 13G filed by John D. Halpern and Katherine H. Halpern with the Commission on January 31, 2023 relating to the Common Stock of the Issuer.
| Item 1(a). | Name of Issuer: |
Eterna Therapeutics Inc.
| Item 1(b). | Address of Issuer’s Principal Executive Offices: |
1035 Cambridge Street, Suite 18A, Cambridge, Massachusetts 02141
| Item 2(a). | Name of Person Filing: |
John D. Halpern
Katherine H. Halpern
| Item 2(b). | Address of Principal Business Office or, if none, Residence: |
P.O. Box 540 Portsmouth, New Hampshire 03802
| Item 2(c). | Citizenship: |
United States
| Item 2(d). | Title of Class of Securities: |
Common Stock, par value $0.005 per share
| Item 2(e). | CUSIP Number: 114082100 |
| 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; | ||
| (b) | ☐ | Bank as defined in Section 3(a)(6) of the Act; | ||
| (c) | ☐ | Insurance company as defined in Section 3(a)(19) of the Act; | ||
| (d) | ☐ | Investment company registered under Section 8 of the Investment Company Act of 1940; | ||
| (e) | ☐ | An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E); | ||
| (f) | ☐ | An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F); | ||
| (g) | ☐ | A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G); | ||
| (h) | ☐ | A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); | ||
| (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; | ||
| (j) | ☐ | A non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J); | ||
| (k) | ☐ | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J), please specify the type of institution: | ||
| Item 4. | Ownership John D. Halpern: |
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
| (a) Amount Beneficially Owned: |
550,894 | shares | ||||||
| (b) Percent of Class: |
9.99 | % | ||||||
| (c) Number of shares as to which such person has: |
||||||||
| (i) sole power to vote or to direct the vote: |
0 | shares | ||||||
| (ii) shared power to vote or to direct the vote: |
550,894 | shares | ||||||
| (iii) sole power to dispose or to direct the disposition of: |
0 | shares | ||||||
| (iv) shared power to dispose or to direct the disposition of: |
550,894 | shares |
| Item 4. | Ownership Katherine H. Halpern: |
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
| (a) Amount Beneficially Owned: |
550,894 | shares | ||||||
| (b) Percent of Class: |
9.99 | % | ||||||
| (c) Number of shares as to which such person has: |
||||||||
| (i) sole power to vote or to direct the vote: |
0 | shares | ||||||
| (ii) shared power to vote or to direct the vote: |
550,894 | shares | ||||||
| (iii) sole power to dispose or to direct the disposition of: |
0 | shares | ||||||
| (iv) shared power to dispose or to direct the disposition of: |
550,894 | shares |
| Item 5. | Ownership of Five Percent or Less of a Class. |
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ☐.
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person. |
Not applicable.
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company. |
Not applicable.
| Item 8. | Identification and Classification of Members of the Group. |
Not applicable.
| Item 9. | Notice of Dissolution of Group. |
Not applicable.
| Item 10. | Certification. |
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.
SIGNATURES
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.
Dated: January 31, 2024
| By: | /s/ John D. Halpern | |
| John D. Halpern | ||
| By: | /s/ Katherine H. Halpern | |
| Katherine H. Halpern | ||