Freebird Partners LP and related reporting persons amend a Schedule 13G/A to report beneficial ownership of Ernexa Therapeutics Inc. common stock. The filing shows 120,412 shares beneficially owned, representing 9.9% of the class, based on an aggregate outstanding share count of 1,205,328 shares as of May 8, 2026. The reported position combines 81,417 owned shares and shares issuable on exercise of warrants (including 52,000 common warrants and 15,015 pre-funded warrants), with 28,020 warrant shares excluded because of a contractual 9.99% beneficial ownership limitation. The coverages reflect the issuer's 1-for-25 reverse stock split effected May 4, 2026.
Positive
None.
Negative
None.
Insights
Freebird and affiliated entities report a near-10% stake with shared voting/dispositive power.
The filing lists 120,412 shares and 9.9% ownership, calculated using May 8, 2026 outstanding shares of 1,205,328. Ownership is held through entities (Freebird Partners LP and Freebird Investments LLC) and attributed to Curtis W. Huff by virtue of control relationships.
The filing discloses that warrant exercises are subject to a contractual cap: warrants that would exceed 9.99% are excluded (28,020 shares excluded). Subsequent disclosures or transactions could change voting influence; any change would appear in future amendments.
Position includes exercisable warrants and pre-funded warrants, with exercise limits affecting share count.
Rows enumerated combine 81,417 directly held shares, 52,000 common warrants, and 15,015 pre-funded warrants; the filing treats 38,995 warrant shares as issuable within 60 days for outstanding-count purposes under Rule 13d-3(d)(1)(i).
Because the Warrants contain a 9.99% ownership cap, 28,020 warrant shares are excluded from beneficial ownership calculations. Cash‑flow treatment and intent to exercise are not specified in the provided excerpt.
Key Figures
Beneficial ownership:120,412 sharesPercent of class:9.9%Shares outstanding:1,205,328 shares+4 more
Percent of class9.9%percent of class based on outstanding shares
Shares outstanding1,205,328 sharesoutstanding as of May 8, 2026
Directly owned shares81,417 sharesowned shares contributing to total
Common warrants52,000 warrantsexercisable into common stock at $17.00
Pre-funded warrants15,015 warrantsexercisable at $1.875 per share
Warrant shares excluded28,020 sharesexcluded due to 9.99% ownership limitation
Key Terms
Pre-funded Warrants, Rule 13d-3(d)(1)(i), Shared Dispositive Power
3 terms
Pre-funded Warrantsfinancial
"15,015 shares of Common Stock issuable upon the exercise of pre-funded warrants"
Pre-funded warrants are financial instruments that give investors the right to purchase a company's stock at a set price, but with most or all of the purchase price paid upfront. They function like a coupon or gift card for stock, allowing investors to buy shares later at a fixed price, which can be beneficial if they want to avoid future price increases. This makes them important for investors seeking flexibility and certainty in their investment plans.
Rule 13d-3(d)(1)(i)regulatory
"deemed outstanding pursuant to Rule 13d-3(d)(1)(i)"
The filing reports 120,412 shares beneficially owned, equal to 9.9% of the class. This percentage is calculated using 1,205,328 shares outstanding as of May 8, 2026 per the filing.
How is the 120,412 share count composed for ERNA?
The count combines 81,417 owned shares, 52,000 common warrants, and 15,015 pre-funded warrants, with 28,020 warrant shares excluded due to a contractual 9.99% ownership limit disclosed in the filing.
Does the filing reflect any corporate action affecting share counts for ERNA?
Yes. The filing states the issuer effected a 1-for-25 reverse stock split on May 4, 2026, and the reported share amounts reflect that split as described in the filing.
Are any warrant shares treated as outstanding in the ERNA filing?
The filing treats 38,995 shares issuable upon exercise of warrants within 60 days as deemed outstanding under Rule 13d-3(d)(1)(i), and uses that figure in the outstanding-share calculation.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 6)
Ernexa Therapeutics Inc.
(Name of Issuer)
Common Stock, par value $0.005 per share
(Title of Class of Securities)
114082407
(CUSIP Number)
02/10/2026
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
schemaVersion:
SCHEDULE 13G
CUSIP Number(s):
114082407
1
Names of Reporting Persons
Freebird Partners LP
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
TEXAS
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
120,412.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
120,412.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
120,412.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.9 %
12
Type of Reporting Person (See Instructions)
PN
Comment for Type of Reporting Person: Freebird Investments LLC, a Texas limited liability company ("Freebird Investments"), serves as the general partner of Freebird Partners LP, a Texas limited partnership ("Freebird Partners"). Curtis W. Huff is the sole member of Freebird Investments. By virtue of these relationships, each of Freebird Investments and Mr. Huff may be deemed to share beneficial ownership of the securities held of record by Freebird Partners.
The number of shares of Common Stock owned by the Reporting Person reflects Ernexa Therapeutics Inc.'s (the "Issuer") 1-for-25 reverse stock split of its outstanding shares of common stock, par value $0.005 per share (the "Common Stock") that was effected on May 4, 2026 (the "Reverse Stock Split"), as reported.
Rows 6, 8 and 9 are based on (i) 81,417 shares of Common Stock of the Issuer, (ii) 52,000 shares of Common Stock issuable upon the exercise of warrants to purchase 52,000 shares of Common Stock at an exercise price of $17.00 (the "Common Warrants"), and (iii) 15,015 shares of Common Stock issuable upon the exercise of pre-funded warrants to purchase 15,015 shares of Common Stock at an exercise price of $1.875 per share (the "Pre-funded Warrants" and together with the Common Warrants, the "Warrants"). Pursuant to the terms of the Warrants, the Reporting Person cannot exercise the Warrants to the extent the Reporting Person would beneficially own, after any such exercise, more than 9.99% of the outstanding shares of Common Stock. As a result, Rows 6, 8 and 9 exclude 28,020 shares of Common Stock issuable upon exercise of the Warrants because of this limitation.
Row 11 is calculated based on an aggregate of 1,205,328 shares of Common Stock of the Issuer outstanding, which is calculated by adding (i) 1,166,333 shares of Common Stock of the Issuer outstanding as of May 8, 2026, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on May 11, 2026, and (ii) 38,995 shares of Common Stock of the Issuer issuable to the Reporting Person upon exercise of the Warrants within 60 days, and which, for (ii), is deemed outstanding pursuant to Rule 13d-3(d)(1)(i).
This Amendment No. 6 to Schedule 13G amends the Schedule 13G filed by the Reporting Persons named therein on December 2, 2022, as amended and supplemented to date.
SCHEDULE 13G
CUSIP Number(s):
114082407
1
Names of Reporting Persons
Freebird Investments LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
TEXAS
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
120,412.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
120,412.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
120,412.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.9 %
12
Type of Reporting Person (See Instructions)
OO
Comment for Type of Reporting Person: As noted above, Freebird Investments serves as the general partner of Freebird Partners and, as a result, may be deemed to share beneficial ownership of the securities held of record by Freebird Partners.
The number of shares of Common Stock owned by the Reporting Person reflects the Reverse Stock Split, as reported. Rows 6, 8 and 9 are based on (i) 81,417 shares of Common Stock of the Issuer, (ii) 52,000 shares of Common Stock issuable upon the exercise of the Common Warrants, and (iii) 15,015 shares of Common Stock issuable upon the exercise of the Pre-funded Warrants. Pursuant to the terms of the Warrants, the Reporting Person cannot exercise the Warrants to the extent the Reporting Person would beneficially own, after any such exercise, more than 9.99% of the outstanding shares of Common Stock. As a result, Rows 6, 8 and 9 exclude 28,020 shares of Common Stock issuable upon exercise of the Warrants because of this limitation.
Row 11 is calculated based on an aggregate of 1,205,328 shares of Common Stock of the Issuer outstanding, which is calculated by adding (i) 1,166,333 shares of Common Stock of the Issuer outstanding as of May 8, 2026, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on May 11, 2026, and (ii) 38,995 shares of Common Stock of the Issuer issuable to the Reporting Person upon exercise of the Warrants within 60 days, and which, for (ii), is deemed outstanding pursuant to Rule 13d-3(d)(1)(i).
SCHEDULE 13G
CUSIP Number(s):
114082407
1
Names of Reporting Persons
Curtis Huff
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
120,412.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
120,412.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
120,412.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.9 %
12
Type of Reporting Person (See Instructions)
IN
Comment for Type of Reporting Person: As noted above, Curtis W. Huff is the sole member of Freebird Investments, which is the general partner of Freebird Partners, and, as a result, he may be deemed to share beneficial ownership of the securities held of record by Freebird Partners.
The number of shares of Common Stock owned by the Reporting Person reflects the Reverse Stock Split, as reported. Rows 6, 8 and 9 consist of (i) 81,417 shares of Common Stock of the Issuer, (ii) 52,000 shares of Common Stock issuable upon the exercise of the Common Warrants, and (iii) 15,015 shares of Common Stock issuable upon the exercise of Pre-funded Warrants. Pursuant to the terms of the Warrants, the Reporting Person cannot exercise the Warrants to the extent the Reporting Person would beneficially own, after any such exercise, more than 9.99% of the outstanding shares of Common Stock. As a result, Rows 6, 8 and 9 exclude 28,020 shares of Common Stock issuable upon exercise of the Warrants because of this limitation.
Row 11 is calculated based on an aggregate of 1,205,328 shares of Common Stock of the Issuer outstanding, which is calculated by adding (i) 1,166,333 shares of Common Stock of the Issuer outstanding as of May 8, 2026, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on May 11, 2026, and (ii) 38,995 shares of Common Stock of the Issuer issuable to the Reporting Person upon exercise of the Warrants within 60 days, and which, for (ii), is deemed outstanding pursuant to Rule 13d-3(d)(1)(i).
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
Ernexa Therapeutics Inc.
(b)
Address of issuer's principal executive offices:
1035 Cambridge Street, Suite 18A, Cambridge, MA 02141
Item 2.
(a)
Name of person filing:
This statement is filed by the following entities and individuals (collectively, referred to as the "Reporting Persons"):
*Freebird Partners LP, a Texas limited partnership;
*Freebird Investments LLC, a Texas limited liability company;
*Curtis W. Huff, an individual and a citizen of the United States of America.
Freebird Investments LLC is the general partner of Freebird Partners LP, and as a result, may be deemed to share voting and dispositive power with respect to the securities held by Freebird Partners LP.
Curtis Huff is the sole member of Freebird Investments LLC, which is the general partner of Freebird Partners LP, and as a result, may be deemed to share voting and dispositive power with respect to the securities held by Freebird Partners LP.
Freebird Partners LP, Freebird Investments LLC, and Mr. Huff have entered into a Joint Filing Agreement, a copy of which was filed with the Schedule 13G on December 2, 2022 as Exhibit 99.1, which is hereby incorporated by reference, pursuant to which they have agreed to file this Amendment No. 6 jointly in accordance with the provisions of Rule 13d-1(k) of the Act.
(b)
Address or principal business office or, if none, residence:
The address of the principal business office for each of the Reporting Person is:
2800 Post Oak Blvd, Suite 2000
Houston, Texas 77056
(c)
Citizenship:
See Row 4 of each Reporting Person's cover page to this Schedule 13G.
(d)
Title of class of securities:
Common Stock, par value $0.005 per share
(e)
CUSIP No.:
114082407
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
See Row 9 of each Reporting Person's cover page to this Schedule 13G.
(b)
Percent of class:
See Row 11 of each Reporting Person's cover page to this Schedule 13G.
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
See Row 5 of each Reporting Person's cover page to this Schedule 13G.
(ii) Shared power to vote or to direct the vote:
See Row 6 of each Reporting Person's cover page to this Schedule 13G.
(iii) Sole power to dispose or to direct the disposition of:
See Row 7 of each Reporting Person's cover page to this Schedule 13G.
(iv) Shared power to dispose or to direct the disposition of:
See Row 8 of each Reporting Person's cover page to this Schedule 13G.
Item 5.
Ownership of 5 Percent or Less of a Class.
Not Applicable
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
Not Applicable
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.
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.
