Ernexa Therapeutics Announces 1-for-15 Reverse Stock Split
- Strategic move to maintain Nasdaq listing compliance
- Recent financings and restructuring efforts show proactive management approach
- Maintains access to capital markets for funding clinical programs
- Indicates stock price has fallen below $1, reflecting poor market performance
- Significant share consolidation may impact stock liquidity
- Suggests company is facing financial challenges requiring restructuring
Insights
Ernexa's 1-for-15 reverse split aims to regain Nasdaq compliance but signals concerning share price deterioration without addressing fundamental business challenges.
Ernexa Therapeutics is implementing a 1-for-15 reverse stock split to regain compliance with Nasdaq's $1.00 minimum bid price requirement, indicating the company's shares have fallen significantly below this threshold. This is a mechanical adjustment that reduces outstanding shares from 110,418,022 to approximately 7,361,201 while proportionally increasing the share price.
The timing of this move is particularly telling when viewed alongside the company's mention of "recent financings and corporate restructuring." This suggests Ernexa is taking multiple corrective actions to address financial distress. Reverse splits are typically viewed negatively by the market as they're often employed by companies experiencing prolonged share price deterioration without improving underlying fundamentals.
While this maneuver preserves Ernexa's Nasdaq listing and the associated access to capital markets—critical for a biotech developing therapies for cancer and autoimmune diseases—it does nothing to address the root causes of the company's low valuation. Importantly, the split doesn't change Ernexa's market capitalization, cash position, or business prospects.
The need for such a substantial ratio (1-for-15 rather than a smaller adjustment) indicates severe price deterioration and suggests management anticipates potential continued downward pressure. Investors should recognize this as primarily a compliance exercise rather than a signal of business improvement. The maintenance of Nasdaq listing is crucial for institutional investment, but without accompanying positive developments in Ernexa's clinical programs, this financial engineering alone is unlikely to create sustainable shareholder value.
CAMBRIDGE, Mass., June 10, 2025 (GLOBE NEWSWIRE) -- Ernexa Therapeutics (Nasdaq: ERNA), developing innovative cell therapies for the treatment of advanced cancer and autoimmune disease, today announced a reverse stock split of its issued and outstanding shares of common stock, par value
The Company is effecting the reverse split to regain compliance with the
As a result of the reverse stock split, every 15 shares of the Company’s Common Stock issued and outstanding will be automatically reclassified into one new share of Common Stock. The reverse stock split will not modify any rights or preferences of the shares of the Company’s Common Stock. Proportionate adjustments will be made to the exercise prices and the number of shares underlying the Company’s outstanding equity awards, as applicable, and warrants, as well as to the number of shares issued and issuable under the Company’s equity incentive plans. The Common Stock issued pursuant to the reverse stock split will remain fully paid and non-assessable. The reverse stock split will not affect the number of authorized shares of Common Stock or the par value of the Common Stock. The reverse stock split was approved by the Company’s stockholders at the Company’s Annual Meeting of Stockholders held on June 2, 2025 at a ratio in the range of 1-for-10 to 1-for-15, such ratio to be determined by the Board of Directors. The Company’s Board of Directors approved the reverse stock split at the ratio of 1-for-15.
No fractional shares will be issued in connection with the reverse stock split, and no cash or other consideration will be paid in connection with any fractional shares. Stockholders who otherwise would have held a fractional share after giving effect to the reverse stock split will instead own one whole share of the post-reverse stock split Common Stock.
As of the date of this press release, the Company had 110,418,022 shares of Common Stock issued and outstanding, which it anticipates will result in approximately 7,361,201 shares of Common Stock issued and outstanding on a split-adjusted basis, without giving effect to any rounding for fractional shares.
Computershare Inc. and its affiliate Computershare Trust Company, N.A., the Company’s transfer agent (collectively, “Computershare”), will act as the exchange agent for the reverse stock split. Stockholders of record holding certificates representing pre-split shares of the Company’s Common Stock will receive a letter of transmittal from Computershare with instructions on how to surrender certificates representing pre-split shares. Stockholders should not send in their pre-split certificates until they receive a letter of transmittal from Computershare. Stockholders with book-entry shares or who hold their shares through a bank, broker, or other nominee will not need to take any action. Stockholders of record who held pre-split certificates will receive their post-split shares in book-entry form and will receive a statement from Computershare regarding their Common Stock ownership post-reverse stock split.
Additional information about the reverse stock split can be found in the Company’s definitive proxy statement filed with the Securities and Exchange Commission (the “SEC”) on April 14, 2025, which is available at www.sec.gov and on the Company’s website at www.investor.ernexatx.com/financials/sec-filings.
Alongside Ernexa’s recent financings and corporate restructuring, the Company believes this reverse stock split is a key step in strengthening its financial foundation and maintaining access to the capital markets needed to advance its clinical programs.
About Ernexa Therapeutics
Ernexa Therapeutics (NASDAQ: ERNA) is developing innovative stem cell therapies for the treatment of advanced cancer and autoimmune disease. Ernexa’s core technology focuses on engineering induced pluripotent stem cells (iPSCs) and transforming them into induced mesenchymal stem cells (iMSCs). Ernexa’s allogeneic synthetic iMSCs provide a scalable, off-the-shelf treatment, without needing patient-specific cell harvesting.
ERNA-101 is the company’s lead cell therapy product, designed to activate and regulate the immune system's response to recognize and attack cancer cells. ERNA-102 is a cell therapy product designed to target inflammation and treat autoimmune disease. The company’s initial focus is to develop ERNA-101 for the treatment of ovarian cancer.
For more information, visit www.ernexatx.com.
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, which are intended to be covered by the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements, in some cases, can be identified by terms such as "believe," "may," "will," "estimate," "continue," "anticipate," "design," "intend," "expect," "could," "plan," "potential," "predict," "seek," "should," "would," "contemplate," "project," "target," "objective," or the negative version of these words and similar expressions. Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause Ernexa's actual results, performance or achievements to be materially different from future results, performance or achievements expressed or implied by the forward-looking statements in this press release, including, without limitation, risks and uncertainties related to the impact of the reverse stock split. Forward-looking statements are based upon Ernexa's current expectations and involve assumptions that may never materialize or may prove to be incorrect. All forward-looking statements are expressly qualified in their entirety by these cautionary statements. For a detailed description of Ernexa's risks and uncertainties, you are encouraged to review its documents filed with the SEC including its recent filings on Form 8-K, Form 10-K and Form 10-Q. You are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date on which they were made. Ernexa does not undertake any obligation to update the forward-looking statements contained herein to reflect events that occur or circumstances that exist after the date hereof, except as required by applicable law.
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