(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 Issuers 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 issuers 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. |