Ernexa Therapeutics (NASDAQ: ERNA) faces Nasdaq hearing over $1 bid-price shortfall

Rhea-AI Filing Summary

Ernexa Therapeutics Inc. disclosed that Nasdaq has notified the company its common stock no longer meets the minimum bid price requirement of $1.00 per share for 30 consecutive business days under Nasdaq Listing Rule 5550(a)(2). Because Ernexa completed a reverse stock split within the past year, it is not eligible for the standard 180‑day automatic grace period and instead plans to request a hearing before a Nasdaq Hearing Panel. The hearing request will stay any suspension or delisting action while the Panel reviews the case and may grant an extension of up to 180 days from the notice date, but there is no assurance the company will regain compliance or maintain its Nasdaq Capital Market listing.

Positive

• None.

Negative

• Nasdaq minimum bid price deficiency and delisting risk: Ernexa’s stock has stayed below the $1.00 minimum bid requirement for 30 consecutive business days, it is ineligible for the standard grace period due to a recent reverse split, and there is no assurance a Nasdaq Hearing Panel will allow the shares to remain listed.

Insights

Equity markets and listing standards analyst

Nasdaq bid-price noncompliance raises real delisting risk if the panel is not satisfied.

Ernexa Therapeutics has fallen below Nasdaq’s $1.00 minimum bid for 30 straight business days, triggering a deficiency notice. Because it executed a reverse stock split within the prior year, it does not qualify for Nasdaq’s usual automatic 180‑day cure period.

The company will seek a hearing, which pauses suspension or delisting while a Nasdaq panel reviews its plan to regain compliance. The panel can grant up to 180 days from the notice date, but the disclosure explicitly warns there is no assurance of a favorable outcome or continued listing.

The main risk is potential transfer of trading to an over‑the‑counter venue if compliance is not restored. Future company updates and Nasdaq panel decisions will determine whether the shares remain on the Nasdaq Capital Market.

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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): March 18, 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 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On March 18, 2026, Ernexa Therapeutics Inc., a Delaware corporation (the “Company”, “we”, “us”, or “our”), received a written notice (the “Notice”) from the Nasdaq Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) indicating that the Nasdaq staff (the “Staff”) determined that the Company’s common stock failed to maintain a minimum bid price of $1.00 per share for 30 consecutive business days, in violation of Nasdaq Listing Rule 5550(a)(2) (the “Rule”). While companies are typically afforded a 180-calendar day compliance period, as specified under Nasdaq Listing Rule 5810(c)(3)(A), to comply with the Rule, Staff concluded that the Company is not eligible for the compliance period pursuant to Nasdaq Listing Rule 5810(c)(3)(A)(iv) due to the fact that the Company effected a reverse stock split over the prior one-year period.

Accordingly, the Company intends to timely request a hearing before the Nasdaq Hearing Panel (the “Panel”). The hearing request will automatically stay any suspension or delisting action pending the hearing and the expiration of any additional extension period granted by the Panel following the hearing.

In that regard, pursuant to the Nasdaq Listing Rules, the Panel has the authority to grant an extension not to exceed 180 days from the date of the Notice. The Company intends to present its plans to regain compliance with the Minimum Bid Price Requirement to the Panel. However, there are no assurances a favorable decision from the Panel will be obtained or that the Company’s securities will remain listed on The Nasdaq Capital Market.

This report contains forward-looking statements, including, but not limited to, the Company’s plan to request a hearing and provide a compliance plan to the Nasdaq Hearings Panel. Such statements are subject to risks and uncertainties, and actual results may differ materially from those expressed or implied by such forward-looking statements. Investors are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this report. The Company undertakes no obligation to update any forward-looking statement in this report, except as required by law.

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: March 20, 2026	By:	/s/ Sanjeev Luther
		Sanjeev Luther President and Chief Executive Officer

FAQ

What Nasdaq issue did Ernexa Therapeutics (ERNA) disclose?

Ernexa Therapeutics disclosed that Nasdaq notified the company its common stock no longer meets the minimum bid price requirement of $1.00 per share for 30 consecutive business days, putting its Nasdaq Capital Market listing at risk if compliance is not restored.

Why is Ernexa Therapeutics not eligible for Nasdaq’s standard 180-day cure period?

Nasdaq staff determined Ernexa is ineligible for the usual 180-day compliance period because the company effected a reverse stock split within the prior one-year period, a circumstance addressed under Nasdaq Listing Rule 5810(c)(3)(A)(iv), which limits access to the standard bid-price grace period.

How does Ernexa Therapeutics plan to respond to the Nasdaq bid-price notice?

Ernexa plans to timely request a hearing before a Nasdaq Hearing Panel and present its plan to regain compliance with the minimum $1.00 bid price requirement. The company aims to convince the panel to grant additional time to restore compliance and preserve its listing.

What temporary protection does the Nasdaq hearing process give Ernexa Therapeutics?

Filing a timely hearing request automatically stays any suspension or delisting action while the Nasdaq Hearing Panel reviews the case. This stay continues through the hearing and any additional extension period the panel may grant, which can be up to 180 days from the notice date.

Can the Nasdaq panel extend Ernexa’s deadline to regain bid-price compliance?

Yes. Under Nasdaq listing rules, the Hearing Panel may grant Ernexa an extension of up to 180 days from the date of the notice to regain compliance with the minimum bid price requirement, although the company cautions there is no assurance such relief will be granted.

What risk does Ernexa Therapeutics highlight regarding its Nasdaq listing status?

Ernexa explicitly warns there are no assurances it will receive a favorable decision from the Nasdaq Hearing Panel or that its securities will remain listed on the Nasdaq Capital Market, underscoring a meaningful risk of suspension or delisting if compliance is not restored.

Filing Exhibits & Attachments

4 documents

Other Documents

• EX-101 XBRL SCHEMA FILE 3.7 KB
• EX-101 XBRL DEFINITION FILE 26.0 KB
• EX-101 XBRL LABEL FILE 35.8 KB
• EX-101 XBRL PRESENTATION FILE 24.6 KB