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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): February 26, 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 |
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
7.01 | Regulation
FD Disclosure. |
On
February 26, 2026, Ernexa Therapeutics Inc., a Delaware corporation (the “Company”, “we”, “us”,
or “our”), made available an updated presentation for investors. This presentation updates the presentation posted
on December 11, 2025. A copy of this updated presentation is attached hereto as Exhibit 99.1 and incorporated by reference in this Item
7.01. A copy of the presentation is also available on our website at https://investor.ernexatx.com.
Without
limiting the generality of the foregoing, the “Forward-Looking Statements” disclosure contained in the Investor Presentation
is incorporated by reference into this Item 7.01.
Use
of our Website to Distribute Material Company Information
We
use our website as a channel of distribution for important Company information. We routinely post on our website important information,
including press releases, investor presentations and financial information, which may be accessed by clicking on either the “News”
or “Investor Relations” sections of www.ernexatx.com. We may also use our website to expedite public access to time-critical
information regarding our Company in advance of or in lieu of distributing a press release or a filing with the Securities and Exchange
Commission (the “SEC”) disclosing the same information. Therefore, investors should look to the “News”
or “Investor Relations” sections of our website for important and time-critical information. Visitors to our website can
also register to receive automatic e-mail and other notifications alerting them when certain new information is made available on our
website. Information contained on, or accessible through, our website is not a part of and is not incorporated by reference in this Current
Report on Form 8-K or in any of our other filings with the SEC.
The
information contained in this Item 7.01, including in Exhibit 99.1 attached hereto, is “furnished” and not “filed”
for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise
subject to the liabilities of that section. Such information shall not be incorporated by reference in another filing under the Exchange
Act or the Securities Act of 1933, as amended, except to the extent such other filing specifically incorporates such information by reference.
| Item
9.01 | Financial
Statements and Exhibits. |
(d)
Exhibits.
Exhibit Number | |
Description |
| 99.1 | |
Ernexa Therapeutics Investor Presentation – February 2026. |
| 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:
February 26, 2026 |
By: |
/s/
Sanjeev Luther |
|
|
Sanjeev
Luther
President
and Chief Executive Officer |