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Ernexa Therapeutics amended its shelf registration to permit up to $50,000,000 of securities and added an ATM sales agreement to sell up to $9,248,276 of common stock under the Sales Agreement with Brookline Capital Markets. The prospectus supplement describes an at-the-market program and notes prior financing: the Company completed a public offering on February 10, 2026 raising net proceeds of approximately $9.5 million and issued warrants, of which 21,000,000 Warrants from that offering remained outstanding as of March 20, 2026. The filing discloses Nasdaq noncompliance: on March 18, 2026 Nasdaq notified the Company that its common stock failed to maintain the $1.00 minimum bid price for 30 consecutive business days; the Company intends to request a hearing before the Nasdaq Hearing Panel to seek relief after a prior 1-for-15 reverse stock split.
Ernexa Therapeutics Inc. disclosed that Nasdaq has notified the company its common stock no longer meets the minimum bid price requirement of $1.00 per share for 30 consecutive business days under Nasdaq Listing Rule 5550(a)(2). Because Ernexa completed a reverse stock split within the past year, it is not eligible for the standard 180‑day automatic grace period and instead plans to request a hearing before a Nasdaq Hearing Panel. The hearing request will stay any suspension or delisting action while the Panel reviews the case and may grant an extension of up to 180 days from the notice date, but there is no assurance the company will regain compliance or maintain its Nasdaq Capital Market listing.
Charles Cherington filed Amendment No. 8 to report beneficial ownership of 10,791,335 Ernexa Therapeutics common shares and equivalents, representing 34.7% of the class. This total includes 6,779,440 common shares, 4,000,000 shares issuable upon warrant exercise, and 11,895 shares issuable from Series A preferred stock.
The filing explains that Ernexa completed a best efforts public offering on February 10, 2026, issuing 21,000,000 common shares and equivalents at a combined price of $0.50 per share (or $0.49 per pre-funded warrant) and warrants to purchase 21,000,000 shares at $0.68 per share. Cherington acquired 4,000,000 common shares and 4,000,000 warrants in this transaction and states he has no present plans for corporate control changes.
Ernexa Therapeutics Inc. insider and 10% owner Cherington Charles bought 4,000,000 shares of common stock on February 10, 2026, in a follow-on offering pursuant to a prospectus supplement dated February 6, 2026. The combined purchase price per share of common stock and accompanying warrant was $0.50.
At the same time, Cherington Charles acquired 4,000,000 warrants to purchase common stock. These warrants will expire on the earlier of February 10, 2031 or the 180th calendar day following the public release of clinical trial data from the first cohort of the Phase 1 study of ERNA-101.
Ernexa Therapeutics Inc. entered into agreements for a best-efforts public offering of common stock and warrants, raising approximately $10.5 million in gross proceeds. The deal covers 21,000,000 shares of common stock (or equivalents) and warrants to purchase up to 21,000,000 shares, at a combined price of $0.50 per share (or equivalent) and warrant.
The warrants are immediately exercisable at $0.68 per share and will expire on the earlier of five years from issuance or 180 days after the first-cohort Phase 1 ERNA-101 data release. Pre-funded warrants for 2,000,000 shares carry a $0.01 exercise price. The Nasdaq-listed warrants trade under the symbol ERNAW.
Brookline Capital Markets, a division of Arcadia Securities, acted as placement agent, earning cash fees and 231,576 shares as compensation. Ernexa plans to use net proceeds to advance its cell therapy programs, working capital, and general corporate purposes, and has agreed to 90-day issuance restrictions and officer/director lock-ups.