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Freebird Partners LP reports beneficial ownership of 119,015 shares of Ernexa Therapeutics Inc. (ERNA) common stock, equal to 7.0% of the class. Its general partner, Freebird Investments LLC, and the partnership’s sole member, Curtis W. Huff, may also be deemed to share that ownership. The reported amount includes 52,000 common shares and 67,015 shares issuable upon warrant exercise. The warrants cannot be exercised to the extent that an exercise would result in beneficial ownership of more than 9.99% of outstanding common stock.
Key Figures
Beneficial ownership:119,015 sharesOwnership percentage:7.0%Common shares:52,000 shares+5 more
8 metrics
Beneficial ownership119,015 sharesReported by Freebird Partners LP and attributed as shared ownership with its general partner and Curtis W. Huff
Ownership percentage7.0%Of Ernexa Therapeutics Inc. common stock
Common shares52,000 sharesIncluded in the reported beneficial ownership
Common warrant shares52,000 sharesIssuable upon exercise of common warrants
Common warrant exercise price$17.00 per shareCommon warrants
Pre-funded warrant shares15,015 sharesIssuable upon exercise of pre-funded warrants
Pre-funded warrant exercise price$1.875 per sharePre-funded warrants
Warrant exercise ownership limit9.99%Exercise is restricted if it would result in beneficial ownership above this percentage
Key Terms
beneficial ownership, Common Warrants, Pre-funded Warrants, deemed outstanding
4 terms
beneficial ownershipregulatory
"may be deemed to share beneficial ownership"
Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.
Common Warrantsfinancial
"the Common Warrants"
A common warrant is a tradable instrument that gives its holder the right to buy a company’s common shares at a fixed price within a set time period, similar to a coupon that can be redeemed later to purchase stock. Investors care because exercising warrants can boost potential gains if the stock rises, but it can also dilute existing shareholders by increasing the number of shares outstanding, which can lower per-share value.
Pre-funded Warrantsfinancial
"the 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.
deemed outstandingregulatory
"is deemed outstanding pursuant to Rule 13d-3(d)(1)(i)"
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
How many ERNA shares did Freebird report beneficially owning?
The reporting persons state beneficial ownership of 119,015 shares of Ernexa common stock, equal to 7.0% of the class. Freebird Partners LP holds the securities, while its general partner, Freebird Investments LLC, and Curtis W. Huff may be deemed to share ownership through their stated relationships.
How was Freebird’s ERNA ownership percentage calculated?
The calculation uses 1,632,411 shares outstanding as of August 6, 2026, plus 67,015 shares issuable to the reporting persons upon warrant exercise within 60 days. The filing treats those warrant shares as outstanding for the calculation, producing an aggregate denominator of 1,699,426 shares.
What warrant shares and exercise prices are included in Freebird’s ERNA ownership?
The reported ownership includes 52,000 shares issuable under common warrants at $17.00 per share and 15,015 shares issuable under pre-funded warrants at $1.875 per share. It also includes 52,000 common shares.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 7)
Ernexa Therapeutics Inc.
(Name of Issuer)
Common Stock, par value $0.005 per share
(Title of Class of Securities)
114082407
(CUSIP Number)
08/05/2026
(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
119,015.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
119,015.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
119,015.00
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)
7.0 %
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.
Rows 6, 8 and 9 are based on (i) 52,000 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.
Row 11 is calculated based on an aggregate of 1,699,426 shares of Common Stock of the Issuer outstanding, which is calculated by adding (i) 1,632,411 shares of Common Stock of the Issuer outstanding as of August 6, 2026, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on August 6, 2026, and (ii) 67,015 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. 7 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
119,015.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
119,015.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
119,015.00
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)
7.0 %
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.
Rows 6, 8 and 9 are based on (i) 52,000 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.
Row 11 is calculated based on an aggregate of 1,699,426 shares of Common Stock of the Issuer outstanding, which is calculated by adding (i) 1,632,411 shares of Common Stock of the Issuer outstanding as of August 6, 2026, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on August 6, 2026, and (ii) 67,015 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
119,015.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
119,015.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
119,015.00
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)
7.0 %
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.
Rows 6, 8 and 9 consist of (i) 52,000 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.
Row 11 is calculated based on an aggregate of 1,699,426 shares of Common Stock of the Issuer outstanding, which is calculated by adding (i) 1,632,411 shares of Common Stock of the Issuer outstanding as of August 6, 2026, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on August 6, 2026, and (ii) 67,015 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. 7 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:
3009 Post Oak Blvd., Suite 1200
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.
