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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): September 14, 2026
Ernexa
Therapeutics Inc.
(Exact
Name of Registrant as Specified in its Charter)
| Delaware |
|
001-11460 |
|
31-1103425 |
(State
or Other Jurisdiction
of
Incorporation) |
|
(Commission
File
Number) |
|
(IRS
Employer
Identification
No.) |
| 1035 Cambridge Street,
Suite 18A |
|
|
| Cambridge, MA |
|
02141 |
| (Address of Principal
Executive Offices) |
|
(Zip Code) |
Registrant’s
telephone number, including area code: (617) 798-6700
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
| ☐ |
Written communications pursuant to Rule 425 under the
Securities Act (17 CFR 230.425) |
| |
|
| ☐ |
Soliciting material pursuant to Rule 14a-12 under the
Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement communications pursuant to Rule 14d-2(b)
under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencement communications pursuant to Rule 13e-4(c)
under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
| Title
of each class |
|
Trading
symbol |
|
Name
of each exchange on which registered |
| Common
Stock, par value $0.005 per share |
|
ERNA |
|
The
Nasdaq Stock Market LLC |
| Common
Stock Purchase Warrants |
|
ERNAW |
|
The
Nasdaq Stock Market LLC |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2
of the Securities Exchange Act of 1934:
Emerging
growth company ☐
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 5.02 |
Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On
September 14, 2026, upon the recommendation of the Nominating and Corporate Governance Committee of the board of directors
(the “Board”) of Ernexa Therapeutics Inc., a Delaware corporation (the “Company”, “we”,
“us”, or “our”) approved the appointment of Robert J. Spiegel, M.D. to serve as a member of the
Board, effective immediately. Dr. Spiegel will serve until his successor is duly elected and qualified, or until his earlier death, resignation,
or removal.
Dr.
Spiegel will be compensated in accordance with the Company’s Board of Directors Compensation Plan adopted effective August 15,
2026, as described in our Quarterly Report on Form 10-Q for the period ended June 30, 2026, filed with the Securities and Exchange
Commission on August 6, 2026.
There
are no arrangements or understandings between Dr. Spiegel and any other person or persons pursuant to which Dr. Spiegel was appointed
as a director of the Company, and there is no family relationship between Dr. Spiegel and any other director or executive officer of
the Company or any person nominated or chosen by the Company to become a director or executive officer. There are no transactions between
the Company and Dr. Spiegel that are reportable pursuant to Item 404(a) of Regulation S-K.
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned, hereunto duly authorized.
| |
Ernexa Therapeutics
Inc. |
| |
|
| Dated: September 16, 2026 |
By: |
/s/
Sanjeev Luther |
| |
|
Sanjeev Luther |
| |
|
President and Chief Executive Officer |
