Ernexa Therapeutics Inc. disclosure amends prior Schedule 13G filings to report that John D. Halpern and Katherine H. Halpern, as trustees of the John D. Halpern Revocable Trust, share beneficial ownership of 66,751 shares of Common Stock, representing 5.6% of the class.
The filing explains the share count includes (i) 46,445 shares held by the Trust, (ii) 306 shares issuable upon exercise of pre-funded warrants at an exercise price of $1.8750 per share, and (iii) 20,000 shares issuable upon exercise of warrants at $17.00 per share. The percentage is calculated using an aggregate of 1,186,639 shares outstanding (including 20,306 shares issuable within 60 days), and notes the impact of the 1-for-15 and 1-for-25 reverse stock splits.
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Insights
Trustees report shared beneficial ownership of 66,751 shares (5.6%).
The filing clarifies that the reported 66,751 shares reflect direct Trust holdings plus shares issuable upon exercise of listed warrants and pre-funded warrants. The calculation ties to an aggregate outstanding base of 1,186,639 shares, which includes instruments exercisable within 60 days.
Disclosure of shared voting and dispositive power is standard for trustee-held positions; subsequent changes would appear in new Schedule 13D/G filings if conditions change.
Amendment updates beneficial ownership and explains treatment under Rule 13d-3.
The amendment states that 20,306 shares issuable within 60 days are deemed outstanding under Rule 13d-3(d)(1)(i) for percentage computation. It preserves customary trustee attribution language and attaches explicit exercise prices of $1.8750 and $17.00.
Qualifiers such as the Reverse Stock Splits are documented; any change in exercisability or control would require additional amendment filings.
Key Figures
Shares beneficially owned:66,751 sharesPercent of class:5.6%Shares held by Trust:46,445 shares+4 more
7 metrics
Shares beneficially owned66,751 sharesreported beneficial ownership for each trustee
Percent of class5.6%calculated using 1,186,639 shares aggregate outstanding
Shares held by Trust46,445 sharesTrust-held common stock included in ownership
Pre-funded warrants306 sharesissuable at $1.8750 per share
Common warrants20,000 sharesissuable at $17.00 per share
Aggregate shares used1,186,639 sharesoutstanding used to compute percentage (includes 20,306 issuable)
Reverse stock splits1-for-15; 1-for-25effected June 10, 2025 and May 4, 2026
"306 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)"
A reverse stock split is when a company combines multiple existing shares into fewer higher-priced shares—like trading four small slices of a pie for one larger slice. It doesn’t change the overall value of an investor’s holdings immediately, but it raises the per-share price and can matter to investors because it can affect market perception, stock exchange listing eligibility, and trading liquidity, and it changes share counts used in investor metrics.
What ownership stake does ERNA Schedule 13G/A report for the Halpern trustees?
The filing reports the trustees beneficially own 66,751 shares, representing 5.6% of the class. This percentage uses an aggregate of 1,186,639 shares outstanding, which includes shares issuable within 60 days deemed outstanding under the cited rule.
How is the 66,751 share count for ERNA composed?
The count includes 46,445 Trust-held shares, 306 shares issuable on pre-funded warrants at $1.8750, and 20,000 shares issuable on warrants at $17.00, as stated in the amendment and cover-page rows.
Why does the filing mention reverse stock splits for ERNA?
The amendment notes the Issuer effected a 1-for-15 reverse split on June 10, 2025 and a 1-for-25 reverse split on May 4, 2026, and states the reported share counts reflect those adjustments to outstanding shares.
What outstanding share base does ERNA use to calculate the 5.6% figure?
The filing calculates the percentage using an aggregate of 1,186,639 shares outstanding, derived from 1,166,333 reported outstanding as of May 8, 2026 plus 20,306 shares issuable within 60 days that are deemed outstanding under Rule 13d-3.
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
John D. Halpern
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
66,751.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
66,751.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
66,751.00
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)
5.6 %
12
Type of Reporting Person (See Instructions)
IN
Comment for Type of Reporting Person: John D. Halpern and Katherine H. Halpern are trustees of the John D. Halpern Revocable Trust (the "Trust"). By virtue of this relationship, Mr. Halpern may be deemed to share beneficial ownership of the securities held of record by the Trust.
The number of shares of Common Stock owned by the Reporting Person reflects Ernexa Therapeutics Inc.'s (the "Issuer") 1-for-15 reverse stock split of its outstanding shares of common stock, par value $0.005 per share (the "Common Stock") that was effected on June 10, 2025 and the Issuer's 1-for-25 reverse stock split of its outstanding shares of Common Stock that was effected on May 4, 2026 (collectively, the "Reverse Stock Splits"), each as reported.
Rows 6, 8, and 9 consist of (i) 46,445 shares of Common Stock of the Issuer held by the Trust, (ii) 306 shares of Common Stock issuable upon the exercise of pre-funded warrants to purchase 306 shares of Common Stock at an exercise price of $1.8750 per share (the "Pre-funded Warrants") and (iii) 20,000 shares of Common Stock issuable upon the exercise of warrants to purchase 20,000 shares of Common Stock at an exercise price of $17.00 per share (the "Common Warrants" and together with the Pre-funded Warrants, the "Warrants").
Row 11 is calculated based on an aggregate of 1,186,639 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) 20,306 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 May 15, 2025, as amended and supplemented to date.
SCHEDULE 13G
CUSIP Number(s):
114082407
1
Names of Reporting Persons
Katherine H. Halpern
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
66,751.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
66,751.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
66,751.00
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)
5.6 %
12
Type of Reporting Person (See Instructions)
IN
Comment for Type of Reporting Person:
As noted above, John D. Halpern and Katherine H. Halpern are trustees of the Trust. By virtue of this relationship, Ms. Halpern may be deemed to share beneficial ownership of the securities held of record by the Trust.
The number of shares of Common Stock owned by the Reporting Person reflects the Reverse Stock Splits, as reported.
Rows 6, 8, and 9 are based on (i) 46,445 shares of Common Stock of the Issuer held by the Trust, (ii) 306 shares of Common Stock issuable upon the exercise of Pre-funded Warrants, and (iii) 20,000 shares of Common Stock issuable upon the exercise of the Common Warrants.
Row 11 is calculated based on an aggregate of 1,186,639 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) 20,306 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:
John D. Halpern
Katherine H. Halpern
(b)
Address or principal business office or, if none, residence:
P.O. Box 540 Portsmouth, New Hampshire 03802
(c)
Citizenship:
United States
(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 cover page for each Reporting Person.
(b)
Percent of class:
See Row 11 of cover page for each Reporting Person.
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
See Row 5 of cover page for each Reporting Person.
(ii) Shared power to vote or to direct the vote:
See Row 6 of cover page for each Reporting Person.
(iii) Sole power to dispose or to direct the disposition of:
See Row 7 of cover page for each Reporting Person.
(iv) Shared power to dispose or to direct the disposition of:
See Row 8 of cover page for each Reporting Person.
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.
