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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): March 18, 2026
Ernexa
Therapeutics Inc.
(Exact
Name of Registrant as Specified in its Charter)
Delaware |
|
001-11460 |
|
31-1103425 |
(State
or Other Jurisdiction
of Incorporation) |
|
(Commission
File Number) |
|
(IRS
Employer
Identification No.) |
1035
Cambridge Street, Suite 18A |
|
|
Cambridge,
MA |
|
02141 |
(Address
of Principal Executive Offices) |
|
(Zip
Code) |
Registrant’s
telephone number, including area code: (617) 798-6700
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
☐ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class |
|
Trading
symbol |
|
Name
of each exchange on which registered |
Common
Stock, par value $0.005 per share |
|
ERNA |
|
The
Nasdaq Stock Market LLC |
| Common Stock Purchase Warrants |
|
ERNAW |
|
The Nasdaq Stock Market LLC |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2
of the Securities Exchange Act of 1934:
Emerging
growth company ☐
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item
3.01 |
Notice
of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. |
On
March 18, 2026, Ernexa Therapeutics Inc., a Delaware corporation (the “Company”, “we”, “us”,
or “our”), received a written notice (the “Notice”) from the Nasdaq Listing Qualifications Department
of The Nasdaq Stock Market LLC (“Nasdaq”) indicating that the Nasdaq staff (the “Staff”) determined
that the Company’s common stock failed to maintain a minimum bid price of $1.00 per share for 30 consecutive business days, in
violation of Nasdaq Listing Rule 5550(a)(2) (the “Rule”). While companies are typically afforded a 180-calendar day
compliance period, as specified under Nasdaq Listing Rule 5810(c)(3)(A), to comply with the Rule, Staff concluded that the Company
is not eligible for the compliance period pursuant to Nasdaq Listing Rule 5810(c)(3)(A)(iv) due to the fact that the Company effected
a reverse stock split over the prior one-year period.
Accordingly,
the Company intends to timely request a hearing before the Nasdaq Hearing Panel (the “Panel”). The hearing request will automatically stay any
suspension or delisting action pending the hearing and the expiration of any additional extension period granted by the Panel
following the hearing.
In that regard, pursuant to the Nasdaq Listing
Rules, the Panel has the authority to grant an extension not to exceed 180 days from the date of the Notice. The Company intends to present
its plans to regain compliance with the Minimum Bid Price Requirement to the Panel. However, there are no assurances a favorable decision
from the Panel will be obtained or that the Company’s securities will remain listed on The Nasdaq Capital Market.
This
report contains forward-looking statements, including, but not limited to, the Company’s plan to request a hearing and provide
a compliance plan to the Nasdaq Hearings Panel. Such statements are subject to risks and uncertainties, and actual results may differ
materially from those expressed or implied by such forward-looking statements. Investors are cautioned not to place undue reliance on
these forward-looking statements, which speak only as of the date of this report. The Company undertakes no obligation to update any
forward-looking statement in this report, except as required by law.
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned, hereunto duly authorized.
|
Ernexa
Therapeutics Inc. |
|
|
Dated:
March 20, 2026 |
By: |
/s/
Sanjeev Luther |
|
|
Sanjeev
Luther
President
and Chief Executive Officer |
