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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): June 30, 2025
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
4.01. Changes in Registrant’s Certifying Accountant.
(a)
Dismissal of Former Independent Registered Public Accounting Firm
On
June 30, 2025, Ernexa Therapeutics Inc. (the “Company) dismissed Grant Thornton LLP (“Grant Thornton”) as the Company’s
independent registered public accounting firm effective immediately. The Audit Committee of the Company’s Board of Directors (the
“Board”) approved Grant Thornton’s dismissal on June 30, 2025.
Grant
Thornton performed audits of the Company’s consolidated financial statements for the years ended December 31, 2024 and 2023. Grant
Thornton’s reports for such years did not contain an adverse opinion or a disclaimer of opinion and were not qualified or modified
as to uncertainty, audit scope, or accounting principles, except that, the reports included an explanatory paragraph describing that
substantial doubt was raised as to the Company’s ability to continue as a going concern.
During
the two years ended December 31, 2024 and the subsequent interim period through June 30, 2025, there were no (i) disagreements (as defined
in Item 304(a)(1)(iv) of Regulation S-K and the related instructions to Item 304 of Regulation S-K promulgated by the SEC pursuant to
the Securities Exchange Act of 1934, as amended) between the Company and Grant Thornton on any matter of accounting principles or practices,
financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to satisfaction of Grant Thornton,
would have caused Grant Thornton to make reference to the subject matter of such disagreements in connection with its report, or (ii)
“reportable events,” as described in Item 304(a)(1)(v) of Regulation S-K, that would require disclosure under Item 304(a)(1)(v)
of Regulation S-K, except for the material weakness in the Company’s internal control over financial reporting as of and for the
year ended December 31, 2023, stemming from a lack of technical accounting proficiency in complex matters.
The
Company furnished Grant Thornton with a copy of the disclosure contained in this Item 4.01 prior to filing this Current Report on Form
8-K with the SEC and requested that Grant Thornton furnish it with a letter addressed to the SEC stating whether or not it agreed with
the statements made by the Company in this Item 4.01 insofar as they relate to Grant Thornton’s audit services and engagement as
the Company’s independent registered public accounting firm. Grant Thornton has furnished a letter addressed to the SEC, a copy
of which is attached hereto as Exhibit 16.1.
(b)
Appointment of New Independent Registered Public Accounting Firm
On
July 1, 2025, the Company engaged Haskell & White LLP (“Haskell & White”) as the Company’s independent registered
public accounting firm. The decision to engage Haskell & White was approved by the Audit Committee of the Board.
During
the two years ended December 31, 2024 and the subsequent interim period through June 30, 2025, neither the Company nor anyone acting
on its behalf has consulted Haskell & White regarding either: (i) the application of accounting principles to a specified transaction,
either completed or proposed; or the type of audit opinion that might be rendered on the Company’s financial statements, and no
written report or oral advice was provided to the Company by Haskell & White that Haskell & White concluded was an important
factor considered by the Company in reaching a decision as to an accounting, auditing or financial reporting issue; or (ii) any matter
that was either subject of a disagreement, as that term is defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions
to Item 304 of Regulation S-K, or a “reportable event,” as that term is described in Item 304(a)(1)(v) of Regulation S-K.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits
| Exhibit
No. |
|
Description |
| 16.1 |
|
Grant Thornton, LLP letter . |
| 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 7, 2025 |
By: |
/s/
Sanjeev Luther |
| |
|
Sanjeev
Luther |
| |
|
President
and Chief Executive Officer |
