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Ernexa Therapeutics Inc. files its 2025 Annual Report describing a preclinical-stage synthetic allogeneic iMSC platform focused on cancer and autoimmune diseases. Lead candidate ERNA-101 for platinum‑resistant ovarian cancer showed preclinical tumor growth reduction and survival benefit and followed a successful FDA pre‑IND meeting.
The company plans IND‑enabling work and an IND filing in 2026, targeting a Phase I investigator‑sponsored trial in the second half of 2026, and is advancing ERNA‑201 for autoimmune disorders. Ernexa relies heavily on an exclusive license with Factor Bioscience covering 13 patent families and 33 granted patents as of March 12, 2026.
The filing highlights substantial capital needs and states current cash is insufficient to fund operations for 12 months after the financial statement issuance date, raising going concern risk. Stockholders’ equity was about $2.4 million at December 31, 2025, and a February 10, 2026 public offering generated roughly $9.5 million in net proceeds, lifting equity above Nasdaq’s $2.5 million threshold. As of March 12, 2026, Ernexa had 29,154,431 common shares outstanding and reported non‑affiliate market value of about $17.5 million as of June 30, 2025.
The report warns of possible Nasdaq delisting if the bid price remains below $1.00 following a recent reverse split, intense competition in cell therapy and ovarian cancer, complex manufacturing and regulatory pathways for iPSC‑derived products, and heavy dependence on the Factor license and outsourced manufacturing relationships.
Ernexa Therapeutics Inc. furnished an updated investor presentation on February 26, 2026, as Exhibit 99.1 to a Form 8-K. The deck refreshes a prior presentation from December 11, 2025 and is also available through the Investor Relations section of the company’s website.
The company explains that it routinely uses its website to share press releases, investor presentations and financial information, and encourages investors to monitor the News and Investor Relations pages. The material in Item 7.01 and Exhibit 99.1 is furnished, not filed, and is not subject to Exchange Act Section 18 liabilities or automatically incorporated into other SEC filings.
Charles Cherington filed Amendment No. 8 to report beneficial ownership of 10,791,335 Ernexa Therapeutics common shares and equivalents, representing 34.7% of the class. This total includes 6,779,440 common shares, 4,000,000 shares issuable upon warrant exercise, and 11,895 shares issuable from Series A preferred stock.
The filing explains that Ernexa completed a best efforts public offering on February 10, 2026, issuing 21,000,000 common shares and equivalents at a combined price of $0.50 per share (or $0.49 per pre-funded warrant) and warrants to purchase 21,000,000 shares at $0.68 per share. Cherington acquired 4,000,000 common shares and 4,000,000 warrants in this transaction and states he has no present plans for corporate control changes.
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.
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.
Ernexa Therapeutics Inc. is conducting a reasonable best-efforts public offering of 21,000,000 shares of common stock (or pre-funded warrants in lieu thereof), each paired with a Common Warrant to purchase one share, plus 231,576 Agent’s Shares as compensation to the placement agent. The combined public offering price is $0.50 per share of Common Stock and accompanying Common Warrant, and $0.49 per pre-funded warrant and accompanying Common Warrant, for total gross proceeds of $10,480,000.00 and estimated proceeds before expenses of $10,007,360.00. The Common Warrants have a $0.68 exercise price, are immediately exercisable, and may expire as early as 180 days after public release of first-cohort Phase 1 ERNA-101 data. This is a no-minimum, best-efforts deal, so the company may raise less than the full amount, and investors will not receive refunds. Ernexa is a preclinical synthetic iMSC therapy company that discloses it will not have sufficient capital to fund operations for 12 months without additional financing and highlights substantial ongoing losses and significant business and regulatory risks.
Ernexa Therapeutics Inc. is registering up to 13,586,956 shares of common stock, associated pre-funded warrants and common warrants, plus up to 203,804 Agent’s Shares, in a primary, best-efforts offering with no minimum amount required to close.
Each common share is sold together with a common warrant to buy one additional share, at a combined price assumed at $0.92, the February 3, 2026 Nasdaq closing price. Certain large investors may instead buy pre-funded warrants priced $0.005 below the share price, with a $0.005 exercise price and no expiration until fully exercised.
The common warrants will be immediately exercisable, with an exercise price set at the Nasdaq closing price at pricing, and will expire on the earlier of five years from issuance or 180 days after public release of first-cohort Phase 1 data for ERNA-101. Common stock trades on Nasdaq as “ERNA,” and Ernexa has applied to list the common warrants as “ERNAW.”
The company highlights significant ongoing losses, a large accumulated deficit and a need for substantial additional capital, warning it may not be able to continue as a going concern without new funding. It also discloses heavy reliance on licensed intellectual property from Factor Bioscience and outlines extensive business, technology, regulatory, and offering-related risks, including potentially significant dilution and the absence of any dividend plan.
Ernexa Therapeutics Inc. is seeking to raise up to $12,500,000 through a best-efforts public offering of common stock and common warrants, with Brookline Capital Markets acting as exclusive placement agent. Each share is sold with a warrant to buy one additional share, and the warrants are expected to list on Nasdaq as “ERNAW.”
The company is a preclinical-stage developer of synthetic iMSC cell therapies, led by ERNA-101 for platinum-resistant ovarian cancer, with an IND filing targeted in 2026 and a Phase 1 trial planned thereafter. Ernexa recently increased its authorized common stock to 150 million shares, executed a 1-for-15 reverse split, and raised about $7.2 million in a prior private placement, yet still warns it will require substantial additional capital and faces going-concern, regulatory, competition, intellectual property, and Nasdaq listing risks.
Ernexa Therapeutics Inc. has filed an S-1 for a primary, best-efforts offering of common stock paired with tradable common warrants, with Brookline Capital Markets acting as exclusive placement agent. The company will also issue “Agent’s Shares” equal to 1.5% of shares sold (0.5% for certain existing investors).
The warrants are immediately exercisable at a price based on the Nasdaq closing price at pricing and will expire on the earlier of five years from issuance or 180 days after public release of first-cohort Phase 1 ERNA-101 data. Ernexa is a preclinical synthetic iMSC cell-therapy company focused on ERNA-101 in platinum-resistant ovarian cancer and ERNA-201 for autoimmune disease.
Recent actions include increasing authorized common stock to 150 million shares, a 1-for-15 reverse split, and a $7.2 million 2025 private placement. As of January 27, 2026, 7,853,538 common shares were outstanding. The risk section highlights substantial additional capital needs, going concern risk, dependence on licensed IP, intense competition, and potential Nasdaq listing and dilution risks.