Charles Cherington lifts Ernexa (NASDAQ: ERNA) ownership stake to 34.7%

Rhea-AI Filing Summary

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.

Insights

Equity ownership and capital markets analyst

Cherington discloses a 34.7% stake in Ernexa after participating in a new equity and warrant financing.

Charles Cherington now reports beneficial ownership of 10,791,335 Ernexa shares and equivalents, equal to 34.7% of the common stock class. This stake combines 6,779,440 common shares, 4,000,000 warrant-linked shares, and 11,895 shares from convertible Series A preferred stock.

The disclosure follows an Ernexa financing on February 10, 2026, where the company issued 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 for 21,000,000 shares at $0.68. Cherington acquired 4,000,000 common shares and 4,000,000 warrants in that offering.

The filing characterizes his position as passive regarding corporate actions, stating no present plans for transactions listed in Item 4’s subparagraphs. Future impact depends on how many of the 4,000,000 warrants, exercisable until the earlier of five years from issuance or 180 days after specified clinical data, are exercised and whether his intentions change in later filings.

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Accepted by SEC EDGAR 02/17/2026 - 09:26 PM Learn about SEC filing dates

FAQ

What ownership stake does Charles Cherington report in Ernexa Therapeutics (ERNA)?

Charles Cherington reports beneficial ownership of 10,791,335 Ernexa shares and equivalents, representing 34.7% of the company’s common stock. This percentage is based on 31,097,009 shares deemed outstanding, including shares from warrants and Series A preferred stock convertible within 60 days.

How many Ernexa (ERNA) shares and warrants did Charles Cherington acquire in the February 2026 offering?

In the February 10, 2026 offering, Charles Cherington acquired 4,000,000 common shares and 4,000,000 warrants. These were part of a best efforts public offering of common stock and warrants conducted under a registration statement previously declared effective by the SEC.

What securities make up Charles Cherington’s 10,791,335 beneficially owned Ernexa (ERNA) shares?

His 10,791,335 beneficially owned shares consist of 6,779,440 common shares, 4,000,000 shares issuable from warrants, and 11,895 shares issuable upon conversion of 71,306 shares of Series A convertible preferred stock at a stated conversion rate.

At what prices were Ernexa (ERNA) shares and warrants issued in the February 10, 2026 offering?

Ernexa issued securities at a combined price of $0.50 per share of common stock and warrant, or $0.49 per pre-funded warrant. The accompanying warrants to purchase common stock are immediately exercisable at $0.68 per share according to the disclosure.

How many total shares were used to calculate Charles Cherington’s 34.7% ownership of Ernexa (ERNA)?

The 34.7% figure is based on 31,097,009 shares of common stock deemed outstanding. This total includes existing shares, 19,231,576 shares issued in the February 10, 2026 offering, and shares issuable from Cherington’s warrants and convertible Series A preferred stock within 60 days.

Does Charles Cherington indicate any plans to change control or strategy at Ernexa (ERNA)?

The filing states that the reporting person has no present plan or proposal that relates to, or could result in, the events listed in Item 4(a) through (j). This language indicates no currently disclosed intention to alter control or major corporate transactions.

What are the key terms of the Ernexa (ERNA) warrants held by Charles Cherington?

The warrants held by Charles Cherington are immediately exercisable at $0.68 per share and listed on The Nasdaq Capital Market as "ERNAW". They expire on the earlier of five years from original issuance or 180 days after public release of first cohort ERNA-101 Phase 1 clinical data.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 8)

Ernexa Therapeutics Inc.

(Name of Issuer)

Common Stock, par value $0.005 per share

(Title of Class of Securities)

114082308

(CUSIP Number)

Charles Cherington
c/o Ara Partners, LLC, 200 Berkeley Street 26th Floor
Boston, MA, 02116
617-838-3053

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

02/10/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP No. 114082308

1

Name of reporting person

Charles Cherington

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

PF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 10,791,335.00
8	Shared Voting Power
9	Sole Dispositive Power 10,791,335.00
10	Shared Dispositive Power

11

Aggregate amount beneficially owned by each reporting person

10,791,335.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

34.7 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

Rows 7, 9 and 11 consist of (i) 6,779,440 shares of common stock, par value $0.005 per share (the "Common Stock"), of Ernexa Therapeutics Inc. (the "Issuer") (ii) 4,000,000 shares issuable upon the exercise of warrants to purchase 4,000,000 shares of Common Stock (the "Warrants") and (ii) 11,895 shares of Common Stock issuable upon conversion of 71,306 shares of Series A convertible preferred stock (the "Series A Preferred Stock") of the Issuer (assuming a conversion rate of 5.9948). Row 13 is calculated based on an aggregate 31,097,009 of shares of Common Stock of the Issuer outstanding, which is calculated by adding (i) 7,853,538 shares of Common Stock of the Issuer outstanding as of January 27, 2026, as reported on the Issuer's Registration Statement (File No. 333-293150) (the "Registration Statement") on Form S-1 filed with the SEC on February 3, 2026, and declared effective by the SEC on February 5, 2026, (ii) 19,231,576 shares of Common Stock of the Issuer that was issued in the Offering (as defined below) on February 10, 2026, as reported on the Issuer's Current Report on Form 8-K filed with the SEC on February 10, 2026, (iii) 4,000,000 shares of Common Stock of the Issuer issuable to the Reporting Person upon exercise of the Warrants within 60 days, and (iv) 11,895 shares of Common Stock issuable upon conversion of 71,306 shares of Series A Preferred Stock within 60 days, which, for each of (iii) and (iv), are deemed outstanding pursuant to Rule 13-3(d)(1)(i). The number of shares of Common Stock owned by the Reporting Person reflect the Issuer's 1-for-15 reverse stock split of its outstanding shares of Common Stock that was effected on June 10, 2025 (the "Reverse Stock Split") as reported on the Issuer's Current Report on Form 8-K filed with the SEC on June 12, 2025. 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.

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Stock, par value $0.005 per share
(b)	Name of Issuer: Ernexa Therapeutics Inc.
(c)	Address of Issuer's Principal Executive Offices: 1035 Cambridge Street, Suite 18A, Cambridge, MASSACHUSETTS , 02141.
Item 1 Comment: Pursuant to Rule 13d-2 promulgated under the Securities Exchange Act of 1934, as amended, this Amendment No. 8 to Schedule 13D (this "Amendment No. 8") amends certain Items of the Schedule 13D originally filed with the SEC on May 13, 2021 (the "Original Schedule 13D"), as amended by Amendment No. 1 thereto filed with the SEC on March 16, 2022 ("Amendment No. 1"), Amendment No. 2 thereto filed with the SEC on December 14, 2022 ("Amendment No. 2"), Amendment No. 3 thereto filed with the SEC on September 7, 2023 ("Amendment No. 3"), Amendment No. 4 thereto filed with the SEC on December 20, 2023 ("Amendment No. 4"), Amendment No. 5 thereto filed with the SEC on March 5, 2025 ("Amendment No. 5"), Amendment No. 6 thereto filed with the SEC on April 4, 2025 ("Amendment No. 6") and Amendment No. 7 thereto filed with the SEC on June 11, 2025 ("Amendment No. 7," and the Original Schedule 13D, as amended by Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment No. 4, Amendment No. 5, Amendment No. 6, Amendment No. 7 and this Amendment No. 8 are collectively referred to herein as the "Schedule 13D") by furnishing the information set forth below. Except as set forth below, all previous Items are unchanged.
Item 3.	Source and Amount of Funds or Other Consideration
	The information provided in Item 5 of this Amendment No. 8 is incorporated by reference to this Item 3.
Item 4.	Purpose of Transaction
	Item 4 is hereby amended by adding the following: The Reporting Person acquired 4,000,000 shares of the Issuer's Common Stock and 4,000,000 Warrants in the Offering. The Reporting Person has no present plan or proposal that relates to, or could result in, any of the events referred to in paragraphs (a) through (j) inclusive, of Item 4 of Schedule 13D.
Item 5.	Interest in Securities of the Issuer
(a)	Rows 7, 9 and 11 consist of (i) 6,779,440 shares of common stock, par value $0.005 per share of the Issuer's Common Stock, (ii) 4,000,000 shares of Common Stock issuable upon the exercise of the Warrants and (iii) 11,895 shares of Common Stock issuable upon conversion of 71,306 shares of Series A Preferred Stock of the Issuer (assuming a conversion rate of 5.9948). Row 13 is calculated based on an aggregate 31,097,009 of shares of Common Stock of the Issuer outstanding, which is calculated by adding (i) 7,853,538 shares of Common Stock of the Issuer outstanding as of January 27, 2026, as reported on the Issuer's Registration Statement, (ii) 19,231,576 shares of Common Stock of the Issuer that was issued in the Offering on February 10, 2026, as reported on the Issuer's Current Report on Form 8-K filed with the SEC on February 10, 2026, (iii) 4,000,000 shares of Common Stock of the Issuer issuable to the Reporting Person upon exercise of the Warrants within 60 days, and (iv) 11,895 shares of Common Stock issuable upon conversion of 71,306 shares of Series A Preferred Stock within 60 days, which, for each of (iii) and (iv), are deemed outstanding pursuant to Rule 13-3(d)(1)(i). The numbers of shares of Common Stock beneficially owned by the Report Person reflect the Reverse Stock Split.
(b)	Rows 7 through 10, inclusive, set forth on the cover page to this Amendment No. 8 are hereby incorporated by reference in this Item 5(b).
(c)	On February 10, 2026, the Issuer issued 21,000,000 shares of Common Stock and Common Stock equivalents (including pre-funded warrants exercisable for up to 2,000,000 shares) and Warrants to purchase 21,000,000 shares at a combined price of $0.50 per share (or $0.49 per pre-funded warrant to purchase Common Stock) in a best efforts public offering (the "Offering") of Common Stock and Warrants pursuant to the Registration Statement. The Warrants are immediately exercisable at a price of $0.68 per share. The Warrants are listed on The Nasdaq Capital Market under the symbol "ERNAW" and are immediately exercisable subject to certain ownership limitations (none of which apply to the Reporting Person) and expire on the earlier of (i) the five-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.The Reporting Person acquired 4,000,000 shares of the Issuer's Common Stock and 4,000,000 Warrants issued in the Offering.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Charles Cherington

Signature:	/s/ Charles Cherington
Name/Title:	Charles Cherington
Date:	02/17/2026