Ernexa Therapeutics (NASDAQ: ERNA) prices $10.5M stock and warrant offering
Rhea-AI Filing Summary
Ernexa Therapeutics Inc. entered into agreements for a best-efforts public offering of common stock and warrants, raising approximately $10.5 million in gross proceeds. The deal covers 21,000,000 shares of common stock (or equivalents) and warrants to purchase up to 21,000,000 shares, at a combined price of $0.50 per share (or equivalent) and warrant.
The warrants are immediately exercisable at $0.68 per share and will expire on the earlier of five years from issuance or 180 days after the first-cohort Phase 1 ERNA-101 data release. Pre-funded warrants for 2,000,000 shares carry a $0.01 exercise price. The Nasdaq-listed warrants trade under the symbol ERNAW.
Brookline Capital Markets, a division of Arcadia Securities, acted as placement agent, earning cash fees and 231,576 shares as compensation. Ernexa plans to use net proceeds to advance its cell therapy programs, working capital, and general corporate purposes, and has agreed to 90-day issuance restrictions and officer/director lock-ups.
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Insights
Ernexa raises $10.5M via a highly dilutive stock-and-warrant financing to fund pipeline development.
Ernexa Therapeutics completed a best-efforts public offering totaling approximately
The transaction also includes 2,000,000 pre-funded warrants at a nominal
Ernexa intends to apply proceeds to development of ERNA-101 and ERNA-201, working capital, and general corporate needs. Warrant expiry is linked to ERNA-101 Phase 1 cohort-one data, and 90-day issuance restrictions and insider lock-ups could temporarily limit further equity issuance. Actual dilution impact will depend on warrant exercise levels.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 1.01 Entry into a Material Definitive Agreement.
On February 6, 2026, Ernexa Therapeutics Inc., a Delaware corporation (the “Company”), entered into a placement agency agreement (the “Placement Agency Agreement”) with Brookline Capital Markets, a division of Arcadia Securities, LLC (the “Placement Agent”), pursuant to which the Company engaged the Placement Agent as the placement agent for the public offering (the “Offering”) of (i) 19,000,000 shares (the “Shares”) of the Company’s common stock, par value $0.005 per share (“Common Stock”) and accompanying warrants (the “Warrants”) to purchase 19,000,000 shares of Common Stock, at a combined offering price of $0.50 per share of Common Stock and accompanying Warrant and (ii) pre-funded warrants (the “Pre-Funded Warrants”) to purchase 2,000,000 shares of Common Stock and accompanying Warrants to purchase 2,000,000 shares of Common Stock, at a combined offering price of $0.49 per Pre-Funded Warrant and accompanying Warrant. In connection with the Offering, the Company also entered into a securities purchase agreement (each, a “Purchase Agreement”) with certain investors who purchased Shares, Pre-Funded Warrants and Warrants in the Offering.
The Pre-Funded Warrants are immediately exercisable subject to certain ownership limitations, have an exercise price of $0.01 per share, and may be exercised at any time until all of the Pre-Funded Warrants are exercised in full.
On February 6, 2026, the Warrants commenced trading on The Nasdaq Capital Market under the symbol “ERNAW.” The Warrants are immediately exercisable subject to certain ownership limitations, have an exercise price of $0.68 per share, and expire on the earlier of (i) the five (5)-year anniversary of the original issuance date or (ii) the 180th calendar day following the public release by the Company of clinical trial data from the first cohort of the Phase 1 study of ERNA-101.
Pursuant to the Placement Agency Agreement, the Company paid the Placement Agent an aggregate cash fee equal to 6.5% of the aggregate purchase price paid by investors in the Offering (or 1.5% with respect to certain existing investors). The Company will also pay the Placement Agent a cash fee as compensation for its solicitation of the exercise of any Warrants sold in connection with the Offering, payable quarterly on each January 1, April 1, July 1 and October 1 following the closing of the Offering (or the following business day if such day is not a business day), at the same percentage and as calculated in the manner as set forth in the preceding sentence, with respect to the aggregate cash consideration received by the Company in connection with any cash exercises of the Warrants during such immediately preceding quarter. The Company also issued 231,576 shares of Common Stock to the Placement Agent (the “Agent’s Shares”), which is equal to 1.5% of the aggregate number of Shares and Pre-Funded Warrants sold in the Offering (or 0.5% with respect to sales to certain existing investors). In addition, the Company reimbursed the Placement Agent for its accountable offering-related legal expenses in an amount of $125,000.
The Shares, Pre-Funded Warrants, Warrants, Agent’s Shares and the shares of Common Stock underlying the Pre-Funded Warrants and Warrants were offered pursuant to the Company’s registration statement on Form S-1, as amended (File No. 333-293150) (the “Registration Statement”), initially filed with the Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended, on February 3, 2026, and declared effective by the SEC on February 5, 2026.
The Offering closed on February 10, 2026, for aggregate gross proceeds of approximately $10.5 million before deducting Placement Agent fees and other offering expenses payable by the Company. The Company intends to use the net proceeds from the Offering to support the advancement of its development programs, working capital and general corporate purposes.
The Placement Agency Agreement and the Purchase Agreements contain customary representations, warranties and agreements by the Company, customary conditions to closing, indemnification obligations of the Company, the Placement Agent, or the investors, as the case may be, and other obligations of the parties.
Pursuant to the terms of the Purchase Agreements and the Placement Agency Agreement, the Company has agreed that for a period of ninety (90) days from the closing of the Offering, that neither the Company nor any subsidiary may (i) issue, enter into any agreement to issue or announce the issuance or proposed issuance of any shares of Common Stock or Common Stock equivalents or (ii) file any registration statement or prospectus, or any amendment or supplement thereto, in each case, subject to certain exceptions. The Company has also agreed not to effect or enter into an agreement to effect any issuance of Common Stock or Common Stock equivalents involving a Variable Rate Transaction, as defined in the Purchase Agreements, for a period of ninety (90) days following the closing of the Offering, subject to certain exceptions. In addition, as part of the Purchase Agreement, subject to certain exceptions, the Company’s officers and directors entered into lock-up agreements, pursuant to which they agreed not to sell or otherwise dispose of any of the Common Stock for a period of ninety (90) days following the date of closing of the Offering.
On February 10, 2026, the Company also entered into a Warrant Agent Agreement (the “Warrant Agent Agreement”) with Computershare Inc. and Computershare Trust Company, N.A. (collectively, “Computershare”), pursuant to which Computershare agreed to act as warrant agent with respect to the Warrants.
The foregoing does not purport to be a complete description of each of the Placement Agency Agreement, the Pre-Funded Warrants, the Warrants, the Purchase Agreement, and the Warrant Agent Agreement and is qualified in its entirety by reference to the full text of each of such document, which are filed as Exhibits 1.1, 4.1, 4.2, 10.1, and 10.2, respectively, to this Current Report on Form 8-K and incorporated herein by reference.
Item 8.01 Other Events.
The Company issued a press release announcing the pricing of the Offering on February 6, 2026. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit |
Description | |
| 1.1 | Placement Agency Agreement, by and between Ernexa Therapeutics Inc. and Brookline Capital Markets, a division of Arcadia Securities, LLC, dated as of February 6, 2026 | |
| 4.1 | Form of Pre-Funded Warrant | |
| 4.2 | Form of Common Warrant | |
| 10.1 | Form of Securities Purchase Agreement, by and between Ernexa Therapeutics Inc. and certain investors, dated as of February 6, 2026 | |
| 10.2 | Warrant Agent Agreement, by and among Ernexa Therapeutics Inc., Computershare Inc. and Computershare Trust Company, N.A., dated as of February 10, 2026 | |
| 99.1 | Press Release dated February 6, 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 11, 2026 | By: | /s/ Sanjeev Luther |
Sanjeev Luther | ||
| President and Chief Executive Officer | ||
Exhibit 99.1
Ernexa Therapeutics Announces Pricing of $10.5 Million Public Offering
CAMBRIDGE, Mass., February 6, 2026 (GLOBE NEWSWIRE) — Ernexa Therapeutics Inc. (Nasdaq: ERNA) (“Ernexa” or the “Company”), an industry innovator developing novel cell therapies for the treatment of advanced cancer and autoimmune disease, today announced the pricing of a best-efforts registered public offering of 21,000,000 shares of its common stock (or common stock equivalents in lieu thereof) and warrants to purchase up to 21,000,000 shares of common stock, at a combined public offering price of $0.50 per share (or per common stock equivalent in lieu thereof) and accompanying warrant.
The warrants will have an exercise price of $0.68 per share, will be exercisable upon issuance, and will expire on the earlier to occur of (i) the five-year anniversary of the initial issuance date, or (ii) the 180th calendar day following the public release by the Company of clinical trial data from the first cohort of the Phase 1 study of ERNA-101. The closing of the offering is expected to occur on or about February 10, 2026, subject to the satisfaction of customary closing conditions.
Brookline Capital Markets, a division of Arcadia Securities, LLC is acting as the exclusive placement agent for the offering.
Ernexa intends to use the net proceeds from the offering to support the advancement of its development programs, working capital, and general corporate purposes.
The aggregate gross proceeds to the Company from the offering are expected to be approximately $10.5 million, before deducting placement agent fees and other offering expenses payable by the Company. The potential additional gross proceeds to the Company from the exercise of the warrants, if fully exercised on a cash basis, would be approximately $14.3 million. No assurance can be given that any warrants will be exercised.
The securities described above are being offered pursuant to a registration statement on Form S-1 (File No. 333-293150), as amended, which was declared effective by the Securities and Exchange Commission (the “SEC”) on February 5, 2026. The offering is being made only by means of a prospectus forming part of the effective registration statement relating to the offering. A preliminary prospectus relating to the offering has been filed with the SEC and is available on the SEC’s website at http://www.sec.gov and a final prospectus relating to the offering will be filed with the SEC. Electronic copies of the final prospectus, when available, may be obtained on the SEC’s website at http://www.sec.gov and may also be obtained, when available, by contacting Brookline Capital Markets, a division of Arcadia Securities, LLC at 600 Lexington Avenue, 30th Floor, New York, New York 10022, by phone at (646) 603-6716.
This press release shall not constitute an offer to sell or a solicitation of an offer to buy any of the securities described herein, nor shall there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or other jurisdiction.
About Ernexa Therapeutics
Ernexa Therapeutics (NASDAQ: ERNA) is developing innovative cell therapies for the treatment of advanced cancer and autoimmune diseases. Ernexa’s core technology focuses on engineering induced pluripotent stem cells (iPSCs) and transforming them into induced mesenchymal stem cells (iMSCs). Ernexa’s allogeneic synthetic iMSCs provide a scalable, off-the-shelf treatment solution, without needing patient-specific cell harvesting.
ERNA-101 is the Company’s lead cell therapy product, designed to activate and regulate the immune system’s response to recognize and attack cancer cells. ERNA-201 is a cell therapy product designed to target inflammation and treat autoimmune disease. The Company’s initial focus is to develop ERNA-101 for the treatment of ovarian cancer.
For more information, visit www.ernexatx.com.
Media Contact
Sharon Golubchik
RAYNZ
sharon@raynzhealth.com
Investor Contact
Jenene Thomas
JTC Team, LLC
(908) 824-0775
ENRA@jtcir.com
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