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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): July 1, 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
5.07 Submission of Matters to a Vote of Security Holders.
On
July 1, 2027, Ernexa Therapeutics Inc. (the “Company”) held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”).
As
of the close of business on May 6, 2026, the record date for the Annual Meeting (the “Record Date”), There were 1,166,333
shares of our common stock issued and outstanding as of the Record Date, all of which are entitled to be voted at the annual meeting.
At the Annual Meeting, a total of 619,741 shares of the Company’s common stock, equivalent to approximately 53.13% of the outstanding
shares, were represented in person or by proxy at the Annual Meeting, constituting a quorum. The final voting results for the proposals
submitted to a vote of the Company’s stockholders at the Annual Meeting are as follows:
Proposal
1: Each of the director nominees identified below were elected to the Board of Directors of the Company to hold office until the
Company’s 2027 Annual Meeting of Stockholders or until their respective successors are elected and qualified, by the votes set
forth below.
| |
|
Votes |
|
Votes |
|
Broker |
| Director |
|
For |
|
Withheld |
|
Non-Votes |
| James
Bristol |
|
455,380 |
|
3,196 |
|
161,165 |
| Peter
Cicala |
|
455,121 |
|
3,455 |
|
161,165 |
| Sanjeev
Luther |
|
442,564 |
|
16,012 |
|
161,165 |
| Elena
Ratner |
|
455,633 |
|
2,943 |
|
161,165 |
| William
Wexler |
|
455,156 |
|
3,420 |
|
161,165 |
Proposal
2: The Company’s stockholders ratified, by the votes set forth below, the appointment of Haskell & White LLP as the Company’s
independent registered public accounting firm for the 2026 fiscal year.
| Votes |
|
Votes |
|
|
|
Broker |
| For |
|
Against |
|
Abstentions |
|
Non-Votes |
| 590,236 |
|
29,010 |
|
495 |
|
— |
Proposal
3: The Company’s stockholders approved the adoption of the 2026 Ernexa Therapeutics Inc. Omnibus Equity Incentive Plan by the
votes set forth below.
| Votes |
|
Votes |
|
|
|
Broker |
| For |
|
Against |
|
Abstentions |
|
Non-Votes |
| 363,640 |
|
94,840 |
|
96 |
|
161,165 |
No
other matters were considered or voted upon at the Annual Meeting.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits
| Exhibit
No. |
|
Description |
| 10.1 |
|
2026 Ernexa Therapeutics Inc. Omnibus Equity Incentive Plan |
| 104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document) |
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:
July 2, 2026 |
By: |
/s/
Sanjeev Luther |
| |
|
Sanjeev
Luther |
| |
|
President
and Chief Executive Officer |