Ernexa Therapeutics (ERNA) 10% owner buys 4M shares plus 4M warrants

Rhea-AI Filing Summary

Ernexa Therapeutics Inc. insider and 10% owner Cherington Charles bought 4,000,000 shares of common stock on February 10, 2026, in a follow-on offering pursuant to a prospectus supplement dated February 6, 2026. The combined purchase price per share of common stock and accompanying warrant was $0.50.

At the same time, Cherington Charles acquired 4,000,000 warrants to purchase common stock. These warrants will expire on the earlier of February 10, 2031 or the 180th calendar day following the public release of clinical trial data from the first cohort of the Phase 1 study of ERNA-101.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Cherington Charles

(Last) (First) (Middle)

200 BERKLEY STREET

26TH FLOOR

(Street)

BOSTON MA 02116

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Ernexa Therapeutics Inc. [ ERNA ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
02/10/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	02/10/2026		P(1)		4,000,000	A	$0.5(2)	6,779,440	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Warrants to Purchase Common Stock	$0.68	02/10/2026		P(1)		4,000,000		02/10/2026	(3)	Common Stock	4,000,000	(2)	4,000,000	D

Explanation of Responses:

1. These shares and warrants were purchased by the reporting person in the Issuer's follow-on offering pursuant to a prospectus supplement dated February 6, 2026, which closed on February 10, 2026.

2. The combined purchase price in the Offering per share of Common Stock and accompanying warrant was $0.50.

3. The warrants will expire on the earlier of (i) February 10, 2031 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.

Remarks:

This form is being filed late due to delays encountered during the Reporting Person's initial enrollment and account authorization within the SEC's EDGAR Next System.

	/s/ Charles Cherington	02/17/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transaction did Cherington Charles report for Ernexa Therapeutics (ERNA)?

Cherington Charles, a 10% owner of Ernexa Therapeutics, reported buying 4,000,000 common shares and 4,000,000 warrants on February 10, 2026. The purchases occurred in a follow-on offering conducted under a prospectus supplement dated February 6, 2026.

How many Ernexa Therapeutics (ERNA) shares did Cherington Charles buy and at what price?

Cherington Charles purchased 4,000,000 shares of Ernexa Therapeutics common stock. The filing states that the combined purchase price for each share and its accompanying warrant in the offering was $0.50, reflecting the total paid for the bundled securities rather than separate component prices.

What warrants did Cherington Charles acquire in Ernexa Therapeutics (ERNA)?

Alongside common shares, Cherington Charles acquired 4,000,000 warrants to purchase Ernexa Therapeutics common stock. These warrants were issued in the same follow-on offering and were bundled with the common shares at a combined purchase price of $0.50 per share-and-warrant unit.

When do the Ernexa Therapeutics (ERNA) warrants purchased by Cherington Charles expire?

The warrants acquired by Cherington Charles expire on the earlier of February 10, 2031, or the 180th calendar day after Ernexa publicly releases clinical trial data from the first cohort of the Phase 1 study of ERNA-101, whichever event occurs first.

How is ERNA-101 linked to the warrants bought by Cherington Charles in ERNA?

The lifespan of the warrants purchased by Cherington Charles is tied to ERNA-101. They terminate on the earlier of February 10, 2031, or 180 days after Ernexa publicly releases Phase 1 first-cohort clinical data for ERNA-101, connecting warrant duration to this trial milestone.

Was the insider purchase in Ernexa Therapeutics (ERNA) an open-market trade?

The transaction is coded as an open-market or private purchase, but the footnotes clarify that the shares and warrants were bought in Ernexa’s follow-on offering under a prospectus supplement dated February 6, 2026, which closed on February 10, 2026.