Ernexa Therapeutics enacts 1-for-25 reverse split

Ernexa Therapeutics Inc. approved a structural change to its capital by filing a Certificate of Amendment in Delaware to implement a 1-for-25 reverse stock split of its common stock.

Filing Impact

(Moderate)

Filing Sentiment

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Form Type

8-K

Rhea-AI Filing Summary

Ernexa Therapeutics Inc. approved a structural change to its capital by filing a Certificate of Amendment in Delaware to implement a 1-for-25 reverse stock split of its common stock. This consolidates every 25 existing shares into 1 share.

The reverse split became effective for trading on Nasdaq at market open on May 4, 2026, when the common stock began trading on a split-adjusted basis under the existing ERNA symbol. The company’s common stock now carries a new CUSIP number, 114082407, following the reverse stock split.

Insights

Ernexa consolidates its share count with a 1-for-25 reverse split.

Ernexa Therapeutics implemented a 1-for-25 reverse stock split through a Certificate of Amendment to its Restated Certificate of Incorporation. This action reduces the number of outstanding common shares while proportionally increasing the price per share, leaving overall market capitalization broadly unchanged at implementation.

The reverse split became effective for Nasdaq trading at market open on May 4, 2026, and the common stock now trades on a split-adjusted basis with new CUSIP 114082407. The filing focuses on the legal mechanics of the split and does not discuss broader strategic goals or financial impacts.

8-K Event Classification

2 items: 5.03, 9.01

2 items

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance

The company amended its charter documents, bylaws, or changed its fiscal year.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Reverse split ratio: 1-for-25 Effective trading date: May 4, 2026 Par value per share: $0.005 per share +1 more

4 metrics

Reverse split ratio 1-for-25 Reverse stock split of common stock

Effective trading date May 4, 2026 Date shares began trading on split-adjusted basis on Nasdaq

Par value per share $0.005 per share Par value of common stock listed in securities table

New CUSIP 114082407 CUSIP for common stock after reverse split

Key Terms

reverse stock split, Certificate of Amendment, Restated Certificate of Incorporation, Nasdaq, +1 more

5 terms

reverse stock split financial

"to effect a reverse stock split of the Company’s common stock at a ratio of 1-for-25"

A reverse stock split reduces a company's number of outstanding shares while raising the price per share proportionally, so the total value of each investor's holding is unchanged; a 1-for-10 split turns 100 shares worth $1 each into 10 shares worth $10 each. Companies often do this to regain compliance with an exchange's minimum price rule or to attract investors who avoid very low-priced stocks.

Certificate of Amendment regulatory

"filed a certificate of amendment (the “Certificate of Amendment”) to the Company’s Restated Certificate of Incorporation"

A certificate of amendment is an official filing that updates a company’s founding documents—its legal “rulebook” that sets share structure, voting rules, name and basic purpose. Think of it like changing the blueprint of a building: small changes are paperwork, big ones can alter who owns how much and who controls decisions. Investors watch these filings because they can affect share counts, voting power, dilution and company value.

Restated Certificate of Incorporation regulatory

"Certificate of Amendment to the Company’s Restated Certificate of Incorporation, filed May 1, 2026"

A restated certificate of incorporation is an updated, single-document version of a company’s founding rules that folds together the original charter and all later changes into one clear set of terms — like replacing a patchwork manual with a clean, revised edition. Investors care because it clarifies ownership details, voting rights, share classes and other legal rules that affect control, dividends and how value is created or diluted, so it can change the risks and benefits of owning the stock.

Nasdaq financial

"the common stock began trading on a split-adjusted basis on Nasdaq"

The Nasdaq is a stock exchange where many companies' shares are bought and sold, functioning much like a marketplace for investments. It matters to investors because it provides a platform to buy and sell ownership stakes in companies, helping them track the value of those companies and make informed decisions. As one of the largest and most technology-focused markets, it also reflects trends and developments in the business world.

CUSIP number financial

"The new CUSIP number for the common stock following the Reverse Stock Split is 114082407."

A CUSIP number is a nine-character code that uniquely identifies a specific U.S. or Canadian stock, bond, or other security, similar to a barcode or a social-security number for a financial instrument. It matters to investors because it removes confusion between similar securities, ensures trades and settlements are applied to the correct issue, and helps locate official documents and transaction records quickly.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What reverse stock split did Ernexa Therapeutics (ERNA) implement?

Ernexa Therapeutics implemented a 1-for-25 reverse stock split of its common stock. Every 25 pre-split shares were consolidated into 1 post-split share, changing share count and per-share price but not the overall value at the moment of the split.

When did Ernexa Therapeutics’ 1-for-25 reverse split become effective?

The reverse stock split became effective for trading at market open on May 4, 2026. From that date, Ernexa Therapeutics’ common stock has traded on Nasdaq on a split-adjusted basis under the existing ERNA symbol, reflecting the new share structure.

What legal step did Ernexa Therapeutics (ERNA) take to effect the reverse split?

Ernexa Therapeutics filed a Certificate of Amendment to its Restated Certificate of Incorporation with the Delaware Secretary of State. This amendment formally authorized the 1-for-25 reverse stock split of its common stock as described in the Form 8-K filing.

Did Ernexa Therapeutics’ Nasdaq ticker change after the reverse split?

The Nasdaq ticker symbols remained the same after the reverse split, with common stock continuing under ERNA. However, the common stock received a new CUSIP number, 114082407, once trading began on a split-adjusted basis following the 1-for-25 consolidation.

What new CUSIP number applies to Ernexa Therapeutics’ common stock after the split?

After the 1-for-25 reverse stock split, Ernexa Therapeutics’ common stock began using CUSIP number 114082407. This new identifier corresponds to the post-split shares that started trading on a split-adjusted basis on Nasdaq beginning May 4, 2026.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 05/04/2026 - 04:10 PM EDT

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): May 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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

On May 1, 2026, Ernexa Therapeutics Inc. (the “Company”), filed a certificate of amendment (the “Certificate of Amendment”) to the Company’s Restated Certificate of Incorporation, as amended with the Secretary of State of Delaware to effect a reverse stock split of the Company’s common stock at a ratio of 1-for-25 (the “Reverse Stock Split”).

Effective at market open on May 4, 2026, the common stock began trading on a split-adjusted basis on Nasdaq. The new CUSIP number for the common stock following the Reverse Stock Split is 114082407.

The foregoing description of the Certificate of Amendment is a summary of the material terms thereof, does not purport to be complete and is qualified in its entirety by reference to the full text of the Certificate of Amendment, which is filed with this report as Exhibit 3.1 and herein incorporated by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
3.1		Certificate of Amendment to the Company’s Restated Certificate of Incorporation, filed May 1, 2026 (Reverse Stock Split).
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

-2-

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: May 4, 2026	By:	/s/ Sanjeev Luther
		Sanjeev Luther
		President and Chief Executive Officer

-3-

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

5 documents

Ernexa Therapeutics enacts 1-for-25 reverse split

Rhea-AI Filing Summary