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Filing Details

Accession Number:: 0001104659-25-045416
Form Type:: 4/A
Zero Holdings:: No
Publication Time:: 2025-05-07 11:48:22
Reporting Period:: 2024-09-24

Filing Date:: 2025-05-07
Accepted Time:: 2025-05-07 11:48:22
Original Submission Date:: 2024-11-05
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
748592	Ernexa Therapeutics Inc.	ERNA	Pharmaceutical Preparations (2834)	311103425

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1448698	Charles Cherington	200 Berkley Street 26Th Floor Boston MA 02116		No	No	Yes	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership
Common Stock	Acquisiton	2024-09-24	261,756	$0.00	818,221	No	4	P	Direct
Common Stock	Acquisiton	2024-09-24	4,768,783	$0.00	5,587,004	No	4	P	Direct
Common Stock	Acquisiton	2024-09-24	1,237,762	$0.00	6,824,766	No	4	P	Direct
Common Stock	Acquisiton	2024-09-24	5,420,823	$0.00	12,245,589	No	4	P	Direct
Common Stock	Acquisiton	2024-09-24	1,562,988	$0.00	13,808,577	No	4	P	Direct

Equity Swap Involved	Form Type	Code	Nature of Ownership
No	4	P	Direct
No	4	P	Direct
No	4	P	Direct
No	4	P	Direct
No	4	P	Direct

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Common Stock	12.0% Senior Convertible Notes due December 12, 2028	Disposition	2024-09-24	0	$0.00	3,125,976	$1.92
Common Stock	6.0% Senior Convertible Promissory Notes due 2028	Disposition	2024-09-24	0	$0.00	1,237,762	$2.86
Common Stock	Warrants (right to buy)	Disposition	2024-09-24	523,512	$0.00	523,512	$1.43
Common Stock	Warrants (right to buy)	Disposition	2024-09-24	2,475,524	$0.00	2,475,524	$1.43
Common Stock	Warrants (right to buy)	Disposition	2024-09-24	3,125,976	$0.00	3,125,976	$1.43

Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
2012-12-15	2028-12-15	No	4	S	Direct
2023-07-14	2028-07-14	No	4	S	Direct
2023-12-14	2028-06-02	No	4	S	Direct
2023-12-14	2028-07-14	No	4	S	Direct
2023-12-15	2028-12-15	No	4	S	Direct

Footnotes

On November 5, 2024, the Reporting Person filed a Form 4 that included an incorrect transaction date of October 29, 2024 for the Exchange Transactions (as defined below) based on the fact that under the Exchange Agreement (as defined below) consummation of the Exchange Transactions was conditioned upon Stockholder Approval (as defined in the Exchange Agreement). This amendment is being filed to reflect the correct transaction date for the Exchange Transactions of September 24, 2024 based on the analysis set forth in footnote 2 below.
Upon review of the relevant facts and caselaw, the Reporting Person has determined that the Stockholder Approval was not a material condition for the Exchange Transactions as the Reporting Person and several other stockholders exchanging securities with the Company had entered into support agreements with the Issuer on September 24, 2024 (as disclosed in the Issuer's Current Report on Form 8-K filed with the SEC on September 25, 2024) pursuant to which each stockholder agreed to vote all of their eligible voting securities in favor of the Stockholder Approval. According to the Issuer's Definitive Proxy Statement filed with the SEC on October 7, 2024, the parties to the support agreements owned approximately 48% of the Issuer's outstanding Common Stock, which meant that the satisfaction of the condition was practically assured and the Reporting Person became irrevocably committed to the Exchange Transactions on September 24, 2024 after all parties entered into the support agreements.
The reporting person entered into an Exchange Agreement with the Issuer on September 24, 2024 (the "Exchange Agreement"), pursuant to which the reporting person agreed to exchange all their warrants to purchase shares of the Issuer's common stock, par value $0.005 per share ("Common Stock") at an exchange ratio of 0.5 of a share of Common Stock for every one share of Common Stock issuable upon exercise of the applicable warrant (rounded up to the nearest whole number) (the "Warrant Exchange").
The Reporting Person also agreed pursuant to the Exchange Agreement to exchange all their convertible notes for shares of Common Stock at an exchange ratio equal to (A) the sum expressed in U.S. dollars of (1) the principal amount of the applicable convertible note, plus (2) all accrued and unpaid interest thereon through the date the applicable convertible note is exchanged plus (3) all interest that would have accrued through, but not including, the maturity date of applicable convertible note if it was outstanding from the date such convertible note is exchanged through its maturity date, divided by (B) $1.00 (rounded up to the nearest whole number) (collectively with the Warrant Exchange, the "Exchange Transactions").
Consummation of the Exchange Transactions was conditioned upon the Issuer obtaining Stockholder Approval, which occurred on October 29, 2024.
Shares issued pursuant to the Exchange Agreement in exchange for all of the reporting person's warrants to purchase shares of Common Stock at an exercise price of $1.43 per share with an expiration date of June 2, 2028.
Shares issued pursuant to the Exchange Agreement in exchange for all of the reporting person's 6.0% Senior Convertible Promissory Notes due 2028 in the aggregate principal amount of $3,300,000 plus applicable interest.
Shares issued pursuant to the Exchange Agreement in exchange for all of the reporting person's warrants to purchase shares of Common Stock at an exercise price of $1.43 per share with an expiration date of July 14, 2028.
Shares issued pursuant to the Exchange Agreement in exchange for all of the reporting person's 12.0% Senior Convertible Notes due December 12, 2028 in the aggregate principal amount of $3,000,000 plus applicable interest.
Shares issued pursuant to the Exchange Agreement in exchange for all of the reporting person's warrants to purchase shares of Common Stock at an exercise price of $1.43 per share with an expiration date of December 15, 2028.