[SCHEDULE 13G/A] Ernexa Therapeutics Inc. SEC Filing

Rhea-AI Filing Summary

IAF, LLC reports it currently beneficially owns 315,779 shares of Ernexa Therapeutics Inc. common stock, representing 4.1% of the outstanding class based on 7,670,889 shares reported by the issuer. This Amendment No. 3 updates prior Schedule 13G filings and indicates the reporting person has ceased to own more than 5% of the company, making this an "exit filing." The filing shows all 315,779 shares are held with sole voting and sole dispositive power and confirms the holder does not report ownership on behalf of others or as part of a group.

Positive

• Clear exit filing: the amendment explicitly states the reporting person has ceased to beneficially own more than 5% of the common stock.
• Definitive ownership details: 315,779 shares reported with sole voting and sole dispositive power, providing transparency on control of the position.
• No group affiliation: the filer indicates it is not part of a group and is not holding shares on behalf of others.

Negative

• Reduction below 5%: the reporting person no longer meets the >5% threshold, which may reduce investor scrutiny but could signal a partial exit of a significant holder.

Insights

Securities Analyst

TL;DR: Holder reduced to below 5%, removing the need for certain disclosure obligations and changing market signaling.

The filing is a routine Schedule 13G amendment that records a change in beneficial ownership to 315,779 shares, equal to 4.1% of the outstanding common stock. Because the position is below the 5% threshold, the reporting obligations and market perception differ from those applicable to a >5% institutional investor or activist. The disclosure shows sole voting and dispositive power, which clarifies control over the stake. No indication of group affiliation or holdings on behalf of others is provided, reducing complexity for investor ownership tables.

Corporate Governance Expert

TL;DR: This is an "exit filing" clarifying the reporting person's reduced stake and affirming no coordinated group activity.

The amendment explicitly states the reporting person ceased to be the beneficial owner of more than 5% and that the securities were not acquired to change or influence issuer control. Item disclosures show no shared voting or dispositive power and no group membership. For governance tracking, this simplifies the register of significant holders and signals absence of an identified activist or controlling influence from this filer.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 3)

Ernexa Therapeutics Inc.

(Name of Issuer)

Common Stock, par value $0.005 per share

(Title of Class of Securities)

114082308

(CUSIP Number)

07/28/2025

(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)

SCHEDULE 13G

CUSIP No. 114082308

1

Names of Reporting Persons

IAF, 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

SOUTH CAROLINA

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 315,779.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 315,779.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

315,779.00

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)

4.1 %

12

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person: Percentage of ownership in Row 11 is based on an aggregate of 7,670,889 shares of Common Stock outstanding as reported in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on August 13, 2025. This Amendment No. 3 amends the Schedule 13G filed by the Reporting Person named therein on December 20, 2023, as amended by Amendment No. 1 filed on February 12, 2025 and Amendment No. 2 filed on May 14, 2025. This Amendment No. 3 is being filed to report that the Reporting Person has ceased to be the beneficial owner of more than five percent of the outstanding shares of common stock of the Issuer and constitutes an "exit filing" for the Reporting Person.

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: IAF, LLC
(b)	Address or principal business office or, if none, residence: c/o 115 Church Street, Charleston, South Carolina 29401
(c)	Citizenship: South Carolina
(d)	Title of class of securities: Common Stock, par value $0.005 per share
(e)	CUSIP No.: 114082308
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 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.
	Ownership of 5 percent or less of a class
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.

IAF, LLC

Signature:	/s/ Edward Bennett
Name/Title:	Edward G. R. Bennett, Authorized Person
Date:	08/18/2025

FAQ

How many shares of ERNA does IAF, LLC report owning?

IAF, LLC reports owning 315,779 shares of Ernexa Therapeutics Inc. common stock.

What percentage of ERNA does 315,779 shares represent?

315,779 shares represent 4.1% of the outstanding common stock based on the issuer's reported total of 7,670,889 shares outstanding.

Does IAF, LLC share voting or dispositive power over these shares?

No. The filing reports sole voting power and sole dispositive power for all 315,779 shares and zero shared power.

Is this filing part of a group or on behalf of another person?

No. The filing indicates the reporting person is not a member of a group and is not holding the shares on behalf of another person.

Why is this filing labeled an "Amendment No. 3"?

Amendment No. 3 indicates this Schedule 13G updates prior filings by the reporting person and serves to report the change in ownership status.