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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): 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) |
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 |