Ernexa Therapeutics Inc. SEC Filings

Ernexa Therapeutics Inc. is asking stockholders to elect five directors, ratify Haskell & White LLP as auditor, and approve a new 2026 Omnibus Equity Incentive Plan at its virtual 2026 annual meeting on July 1, 2026, at 11:00 a.m. Eastern Time.

Holders of Ernexa common stock as of May 6, 2026, when 1,166,333 shares were outstanding, may vote online, by phone, by mail, or electronically during the meeting. The proxy details board structure, committee responsibilities, governance policies, and significant ownership, including a 32.53% stake held by Charles Cherington.

The filing also outlines executive pay, with 2025 total compensation of $888,813 for CEO Sanjeev Luther and $329,372 for Senior Vice President of Finance Sandra Gurrola, plus equity incentive arrangements and severance and change-in-control protections.

Ernexa Therapeutics, a preclinical synthetic iMSC cell therapy company, reported a first‑quarter 2026 net loss of $5.5 million, smaller than the $8.2 million loss a year earlier. Operating expenses rose to $5.6 million, including $1.9 million in research and development and $1.6 million in general and administrative costs, plus a $2.0 million goodwill impairment.

Ernexa ended March 31, 2026 with $9.2 million in cash, helped by a February public offering that generated approximately $10.5 million in gross proceeds from common stock, pre‑funded warrants and Milestone Warrants. Stockholders also approved a 1‑for‑25 reverse stock split, effective May 4, 2026, leaving 1,166,333 common shares outstanding as of May 8, 2026.

Management notes that April 30, 2026 cash of about $8.3 million is below projected 12‑month needs, but expects access to up to $9.2 million through a newly established at‑the‑market program under a $50 million shelf registration to address forecasted shortfalls, while it advances lead oncology candidate ERNA‑101 toward an IND and Phase 1 trial.

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.

Ernexa Therapeutics Inc. notified shareholders that holders representing approximately 53.34% of voting power approved by written consent a board-authorized reverse stock split to be effected at a ratio between 1-for-10 and 1-for-25, with the Board to select the exact ratio.

The action is intended to regain compliance with Nasdaq Listing Rule 5550(a)(2) (minimum bid $1.00). The action will not be effective earlier than 20 days after mailing (on or about April 13, 2026). As of the Record Date there were 29,154,431 shares outstanding and the March 27, 2026 closing price was $0.2020 per share.

Ernexa Therapeutics Inc. informed shareholders that holders controlling 15,052,343 votes (≈51.63% of voting power) adopted written consents approving a board-authorized certificate of amendment to effect a reverse stock split at a ratio the Board may select between 1-for-10 and 1-for-25 to seek compliance with Nasdaq Listing Rule 5550(a)(2).

The action will become effective no earlier than twenty (20) calendar days after mailing. As of the Record Date there were 29,154,431 shares outstanding, 150,000,000 authorized common shares, and a par value of $0.005 per share. The March 27, 2026 closing price was $0.2020.

Ernexa Therapeutics amended its shelf registration to permit up to $50,000,000 of securities and added an ATM sales agreement to sell up to $9,248,276 of common stock under the Sales Agreement with Brookline Capital Markets. The prospectus supplement describes an at-the-market program and notes prior financing: the Company completed a public offering on February 10, 2026 raising net proceeds of approximately $9.5 million and issued warrants, of which 21,000,000 Warrants from that offering remained outstanding as of March 20, 2026. The filing discloses Nasdaq noncompliance: on March 18, 2026 Nasdaq notified the Company that its common stock failed to maintain the $1.00 minimum bid price for 30 consecutive business days; the Company intends to request a hearing before the Nasdaq Hearing Panel to seek relief after a prior 1-for-15 reverse stock split.

Ernexa Therapeutics Inc. disclosed that Nasdaq has notified the company its common stock no longer meets the minimum bid price requirement of $1.00 per share for 30 consecutive business days under Nasdaq Listing Rule 5550(a)(2). Because Ernexa completed a reverse stock split within the past year, it is not eligible for the standard 180‑day automatic grace period and instead plans to request a hearing before a Nasdaq Hearing Panel. The hearing request will stay any suspension or delisting action while the Panel reviews the case and may grant an extension of up to 180 days from the notice date, but there is no assurance the company will regain compliance or maintain its Nasdaq Capital Market listing.

Ernexa Therapeutics Inc. filed a shelf registration to offer up to $50,000,000 of securities and a sales agreement prospectus supplement establishing an ATM program to sell up to $9,248,276 of common stock through Brookline Capital Markets. The prospectus notes 29,154,431 shares outstanding as of March 12, 2026 and a public float of $27,744,830.12.

The company describes its lead preclinical iMSC candidate ERNA-101, recent pre-IND FDA alignment, a completed February 10, 2026 public offering that generated net proceeds of approximately $9.5 million, and Nasdaq compliance matters tied to the $1.00 minimum bid rule and a recent reverse stock split.