Ernexa Therapeutics Inc. amendment updates beneficial ownership for Shameek Konar, Victoria Konar and Regolith Capital Investments LP, reporting 118,342 shares (shared voting and dispositive power) and 48,000 warrants exercisable into common stock. The filing states these amounts reflect a 1-for-15 reverse split (June 10, 2025) and a 1-for-25 reverse split (May 4, 2026).
The filing calculates a 9.7% stake based on 1,214,333 shares outstanding (including 48,000 shares deemed outstanding pursuant to Rule 13-3(d)(1)(i)).
Positive
None.
Negative
None.
Insights
Amendment clarifies ownership post-reverse splits and counts warrants as deemed outstanding.
The filing shows shared voting and dispositive power over 118,342 shares across the Reporting Persons, including 69,907 shares held by Regolith, 435 shares attributed to the spouse, and 48,000 warrants exercisable into common stock.
Calculations use an aggregate 1,214,333 share base that adds the 48,000 warrants as deemed outstanding under Rule 13-3(d)(1)(i); timing references include the June 10, 2025 and May 4, 2026 reverse splits and signatures dated 05/13/2026.
Reporting disclaims beneficial ownership of Regolith holdings except for pecuniary interest and shows joint filing.
Both individuals are identified as general partners of Regolith Capital Investments LP and disclaim beneficial ownership of Regolith securities except to the extent of pecuniary interest; a Joint Filing Agreement is incorporated by reference.
Cash-flow treatment for the warrants or planned exercises is not stated in the excerpt; subsequent filings may disclose exercises or transfers.
"deemed outstanding pursuant to Rule 13-3(d)(1)(i)"
shared dispositive powerfinancial
"Shared Dispositive Power 118,342.00"
reverse stock splitcorporate action
"1-for-15 reverse stock split of its outstanding shares ... effected on June 10, 2025"
A reverse stock split reduces a company's number of outstanding shares while raising the price per share proportionally, so the total value of each investor's holding is unchanged; a 1-for-10 split turns 100 shares worth $1 each into 10 shares worth $10 each. Companies often do this to regain compliance with an exchange's minimum price rule or to attract investors who avoid very low-priced stocks.
Joint Filing Agreementregulatory
"The Reporting Persons have entered into a Joint Filing Agreement"
Regolith Capital Reports 117,907 shares of common stock (shared voting and dispositive power). This total includes 69,907 directly held shares and 48,000 shares issuable upon exercise of warrants deemed outstanding within 60 days.
How is the 9.7% ownership percentage calculated for ERNA?
The 9.7% figure uses an aggregate base of 1,214,333 shares outstanding. That base equals 1,166,333 reported outstanding shares plus 48,000 shares issuable upon warrant exercise deemed outstanding under Rule 13-3(d)(1)(i).
How many warrants are reported by the filing for ERNA?
The filing reports 48,000 warrants exercisable into common stock. These warrants are included in the beneficial ownership calculation as shares deemed outstanding within 60 days under Rule 13-3(d)(1)(i).
Do Shameek and Victoria Konar personally own the Regolith shares in ERNA?
Shameek and Victoria Konar are general partners of Regolith Capital Investments LP. Each disclaims beneficial ownership of Regolith's securities except to the extent of their pecuniary interest, per the filing's disclosure and Joint Filing Agreement.
Which corporate actions influenced the share counts in this ERNA filing?
The reported counts reflect two reverse stock splits: a 1-for-15 reverse split effective June 10, 2025 and a 1-for-25 reverse split effective May 4, 2026, as stated in the amendment.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 2)
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
Shameek Konar
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
118,342.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
118,342.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
118,342.00
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)
9.7 %
12
Type of Reporting Person (See Instructions)
IN
Comment for Type of Reporting Person: The number of shares of Common Stock owned by the Reporting Person reflect both the 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 (the "2025 Reverse Stock Split") and the Issuer's 1-for-25 reverse stock split of its outstanding shares of Common Stock that was effected on May 4, 2026 (the "2026 Reverse Stock Split"), each as reported. Rows 6, 8 and 9 consist of (i) 69,907 shares of Common Stock of the Issuer owned by Regolith Capital Investments LP ("Regolith"), (ii) 435 shares of common stock owned by Mr. Konar and (ii) 48,000 shares issuable upon the exercise of warrants to purchase 48,000 shares of Common Stock (the "Warrants"). Row 11 is calculated based on an aggregate 1,214,333 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 reported in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on May 11, 2026, and (ii) 48,000 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 13-3(d)(1)(i). Mr. Konar and Victoria Konar are the general partners of Regolith and Mr. Konar disclaims beneficial ownership of the securities held by Regolith except to the extent of his pecuniary interest therein.
This Amendment No. 2 to Schedule 13G amends the Schedule 13G filed by the Reporting Persons named therein on May 15, 2025, as amended by Amendment No. 1 thereto filed with the SEC on December 16, 2025.
SCHEDULE 13G
CUSIP Number(s):
114082407
1
Names of Reporting Persons
Victoria Konar
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
118,342.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
118,342.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
118,342.00
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)
9.7 %
12
Type of Reporting Person (See Instructions)
IN
Comment for Type of Reporting Person: The number of shares of Common Stock owned by the Reporting Person reflect both the 2025 Reverse Stock Split and the 2026 Reverse Stock Split, each as reported. Rows 6, 8 and 9 consist of (i) 69,907 shares of Common Stock of the Issuer owned by Regolith, (ii) 435 shares of common stock owned by Ms. Konar's spouse, Shameek Konar and (ii) 48,000 shares issuable upon the exercise of the Warrants. Row 11 is calculated based on an aggregate 1,214,333 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 reported in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on May 11, 2026, and (ii) 48,000 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 13-3(d)(1)(i). Mr. Konar and Victoria Konar are the general partners of Regolith and Ms. Konar disclaims beneficial ownership of the securities held by Regolith except to the extent of her pecuniary interest therein.
SCHEDULE 13G
CUSIP Number(s):
114082407
1
Names of Reporting Persons
Regolith Capital Investments 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
117,907.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
117,907.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
117,907.00
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)
9.7 %
12
Type of Reporting Person (See Instructions)
PN
Comment for Type of Reporting Person: The number of shares of Common Stock owned by the Reporting Person reflect both the 2025 Reverse Stock Split and the 2026 Reverse Stock Split, each as reported.
Regolith is a Texas limited liability partnership. Shameek Konar and Victoria Konar are the general partners of Regolith.
Rows 6, 8 and 9 consist of (i) 69,907 shares of common stock, par value $0.005 per share of the Issuer's Common Stock and (ii) 48,000 shares of Common Stock issuable upon the exercise of the Warrants.
Row 11 is calculated based on an aggregate 1,214,333 of 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 reported in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on May 11, 2026, and (ii) 48,000 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 13-3(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 entity and individuals (collectively referred to as the "Reporting Persons"): Shameek Konar, Victoria Konar, Regolith Capital Investments LP. Shameek Konar and Victora Konar are the general partners of Regolith Capital Investments LP, and as a result, may be deemed to share voting and dispositive power with respect to the securities held by Regolith Capital Investments LP.
The Reporting Persons have entered into a Joint Filing Agreement, a copy of which is filed as Exhibit 99.1 to the initial Schedule 13G filed on May 15, 2025 and is hereby incorporated by reference, pursuant to which they have agreed to file this Amendment jointly in accordance with the provisions of Rule 13d-1(k) of the Securities Exchange Act of 1934, as amended.
(b)
Address or principal business office or, if none, residence:
The address for each of the Reporting Persons is 10608 Stoppard View Way, Knoxville, TN 37922.
(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 4.
Ownership
(a)
Amount beneficially owned:
See Row 9 of the Reporting Person's cover page to this Schedule 13G.
(b)
Percent of class:
See Row 11 of the 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 the Reporting Person's cover page to this Schedule 13G.
(ii) Shared power to vote or to direct the vote:
See Row 6 of the Reporting Person's cover page to this Schedule 13G.
(iii) Sole power to dispose or to direct the disposition of:
See Row 7 of the Reporting Person's cover page to this Schedule 13G.
(iv) Shared power to dispose or to direct the disposition of:
See Row 8 of the 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.
