Ernexa Therapeutics Inc. reports that Bleichroeder LP and affiliated filers beneficially own 80,000 common shares, equal to 6.86% of the outstanding common stock as of 03/31/2026.
The filing states a 4.99% limitation on warrant exercises; absent that limitation Bleichroeder would be deemed owner of 160,000 shares (about 12.84%). The reporting persons are Bleichroeder Holdings LLC, Bleichroeder LP and Andrew Gundlach.
Positive
None.
Negative
None.
Insights
Filer reports a >5% passive stake under Schedule 13G with a warrant exercise cap noted.
Schedule 13G identifies Bleichroeder LP and related entities as beneficial owners of 80,000 shares (6.86%) as of 03/31/2026. The filing characterizes ownership including warrants subject to a 4.99% limitation.
The economic interest would rise to 160,000 shares (~12.84%) if the limitation did not apply; the filing preserves that qualifier verbatim. Subsequent filings would disclose any change in position.
Filing follows passive investor disclosure norms for Schedule 13G and includes joint filing exhibits.
The schedule names the reporting persons, provides addresses, and attaches Exhibit 99.1 and 99.2 (agreements). The statement about clients' rights to dividends/proceeds is included in Item 6.
Qualifiers like the 4.99% limitation and the joint-filing structure are material to interpretation of voting/exercise power; any material change must be reported in subsequent schedules.
Key Figures
Reported shares beneficially owned:80,000 sharesPercent of class reported:6.86%Potential shares including warrants:160,000 shares+2 more
5 metrics
Reported shares beneficially owned80,000 sharesas of 03/31/2026
Percent of class reported6.86%based on reported outstanding common stock
Potential shares including warrants160,000 shareswould apply absent a 4.99% warrant limitation
Potential percent of class12.84%if 80,000 warrants were exercisable without limitation
Filer address1345 Avenue of the Americas, New York, NYprincipal business office for reporting persons
Key Terms
Schedule 13G, beneficial owner, 4.99% limitation, sole dispositive power
4 terms
Schedule 13Gregulatory
"Item 1. Name of issuer: ERNEXA THERAPEUTICS INC."
A Schedule 13G is a formal document that investors file with the government when they acquire a large ownership stake in a company, usually for investment purposes rather than control. It helps keep the public informed about who owns significant parts of a company's shares, which can influence how the company is managed and how investors make decisions. Filing this schedule is important for transparency and understanding the ownership landscape of publicly traded companies.
beneficial ownerregulatory
"Item 6. Bleichroeder LP is deemed to be the beneficial owner of 80,000 shares"
A beneficial owner is the person who ultimately owns or controls a financial asset or property, even if their name isn't directly on official documents. Think of it like someone who secretly holds the keys to a safe deposit box—others may appear to have access, but the true owner is the one who benefits from what's inside. Identifying beneficial owners helps ensure transparency and prevent illegal activities like money laundering or fraud.
4.99% limitationfinancial
"Bleichroeder is the beneficial owner of Common Stock and warrants subject to a 4.99% limitation"
sole dispositive powerregulatory
"7 | Sole Dispositive Power 80,000.00"
Sole dispositive power is the exclusive legal authority to decide what happens to a security — for example, whether to sell, transfer, or retain shares — without needing anyone else’s permission. Investors care because it signals who truly controls the economic outcome of an investment: like holding the only key to a safe, the holder can realize gains or losses and may trigger regulatory reporting, insider rules, or influence over corporate ownership.
Bleichroeder reports beneficial ownership of 80,000 common shares (6.86%). The filing notes this count is as reported outstanding as of 03/31/2026, and identifies the reporting persons as Bleichroeder Holdings LLC, Bleichroeder LP, and Andrew Gundlach.
Why does the filing mention a 4.99% limitation?
The filing states a 4.99% limitation on warrant exercises that constrains immediate beneficial ownership. Without that limitation, the filer says it would be deemed to beneficially own 160,000 shares (12.84%), including warrants exercisable into 80,000 shares.
Who filed the Schedule 13G for ERNA?
The Schedule 13G was filed by Bleichroeder Holdings LLC, Bleichroeder LP, and Andrew Gundlach. The filing lists a principal address at 1345 Avenue of the Americas, 47th Floor, New York, NY 10105.
Does the filing indicate voting or dispositive power?
Yes. The filing reports the reporting persons have sole voting and sole dispositive power over the 80,000 shares disclosed. Those power counts are shown on the cover and summarized in Item 4 of the schedule.
Are there agreements or exhibits attached to the filing?
Yes. The filing lists Exhibit 99.1 (Agreement of the Reporting Persons) and Exhibit 99.2 (Joint Filing Agreement) and the report is signed by Andrew Gundlach as President and CEO on 05/14/2026.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
ERNEXA THERAPEUTICS INC.
(Name of Issuer)
Common Shares
(Title of Class of Securities)
114082308
(CUSIP Number)
03/31/2026
(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):
114082308
1
Names of Reporting Persons
Bleichroeder 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
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
80,000.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
80,000.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
80,000.00
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)
6.86 %
12
Type of Reporting Person (See Instructions)
IA
SCHEDULE 13G
CUSIP Number(s):
114082308
1
Names of Reporting Persons
Bleichroeder Holdings 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
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
80,000.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
80,000.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
80,000.00
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)
6.86 %
12
Type of Reporting Person (See Instructions)
HC
SCHEDULE 13G
CUSIP Number(s):
114082308
1
Names of Reporting Persons
Andrew Gundlach
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
80,000.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
80,000.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
80,000.00
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)
6.86 %
12
Type of Reporting Person (See Instructions)
HC
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:
Bleichroeder Holdings LLC
Bleichroeder LP
Andrew Gundlach
(b)
Address or principal business office or, if none, residence:
1345 Avenue of the Americas, 47th Floor
New York, NY 10105
(c)
Citizenship:
Bleichroeder Holdings LLC and Bleichroeder LP: Delaware, USA
Andrew Gundlach: United States
(d)
Title of class of securities:
Common Shares
(e)
CUSIP Number(s):
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 cover page.
(b)
Percent of class:
See cover page.
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
See cover page.
(ii) Shared power to vote or to direct the vote:
See cover page.
(iii) Sole power to dispose or to direct the disposition of:
See cover page.
(iv) Shared power to dispose or to direct the disposition of:
See cover page.
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.
If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
Bleichroeder LP ("Bleichroeder"), an investment adviser registered under Section 203 of the Investment Advisers Act of 1940, is deemed to be the beneficial owner of 80,000 shares, or 6.86%, of the common stock (the "Common Stock") of Ernexa Therapeutics, Inc. (the "Issuer") reported as outstanding. Bleichroeder is the beneficial owner of Common Stock and warrants subject to a 4.99% limitation on the exercise of such warrants.
If there was no 4.99% limitation on the exercise of such warrants, Bleichroeder would be deemed to be the beneficial owner of 160,000 shares of Common Stock, consisting of 80,000 shares of Common Stock and 80,000 shares of Common Stock issuable upon exercise of the warrants subject to a 4.99% limitation, representing approximately 12.84% of the Issuer's outstanding shares of Common Stock. Clients of Bleichroeder have the right to receive and the ultimate power to direct the receipt of dividends from, or the proceeds of the sale of, such securities.
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
If a parent holding company has filed this schedule, pursuant to Rule 13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary.
See Exhibit 99.2
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 acquired and are held in the ordinary course of business and 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.
Bleichroeder LP
Signature:
Andrew Gundlach
Name/Title:
President and CEO
Date:
05/14/2026
Bleichroeder Holdings LLC
Signature:
Andrew Gundlach
Name/Title:
President and CEO
Date:
05/14/2026
Andrew Gundlach
Signature:
Andrew Gundlach
Name/Title:
President and CEO
Date:
05/14/2026
Exhibit Information
Exhibit 99.1 AGREEMENT OF THE REPORTING PERSONS
Exhibit 99.2 JOINT FILING AGREEMENT
