Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 8)*
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Ernexa Therapeutics Inc. (Name of Issuer) |
Common Stock, par value $0.005 per share (Title of Class of Securities) |
114082308 (CUSIP Number) |
Charles Cherington c/o Ara Partners, LLC, 200 Berkeley Street 26th Floor Boston, MA, 02116 617-838-3053 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
02/10/2026 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. | 114082308 |
| 1 |
Name of reporting person
Charles Cherington | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
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| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
PF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
10,791,335.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
34.7 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
Rows 7, 9 and 11 consist of (i) 6,779,440 shares of common stock, par value $0.005 per share (the "Common Stock"), of Ernexa Therapeutics Inc. (the "Issuer") (ii) 4,000,000 shares issuable upon the exercise of warrants to purchase 4,000,000 shares of Common Stock (the "Warrants") and (ii) 11,895 shares of Common Stock issuable upon conversion of 71,306 shares of Series A convertible preferred stock (the "Series A Preferred Stock") of the Issuer (assuming a conversion rate of 5.9948). Row 13 is calculated based on an aggregate 31,097,009 of shares of Common Stock of the Issuer outstanding, which is calculated by adding (i) 7,853,538 shares of Common Stock of the Issuer outstanding as of January 27, 2026, as reported on the Issuer's Registration Statement (File No. 333-293150) (the "Registration Statement") on Form S-1 filed with the SEC on February 3, 2026, and declared effective by the SEC on February 5, 2026, (ii) 19,231,576 shares of Common Stock of the Issuer that was issued in the Offering (as defined below) on February 10, 2026, as reported on the Issuer's Current Report on Form 8-K filed with the SEC on February 10, 2026, (iii) 4,000,000 shares of Common Stock of the Issuer issuable to the Reporting Person upon exercise of the Warrants within 60 days, and (iv) 11,895 shares of Common Stock issuable upon conversion of 71,306 shares of Series A Preferred Stock within 60 days, which, for each of (iii) and (iv), are deemed outstanding pursuant to Rule 13-3(d)(1)(i). The number of shares of Common Stock owned by the Reporting Person reflect the Issuer's 1-for-15 reverse stock split of its outstanding shares of Common Stock that was effected on June 10, 2025 (the "Reverse Stock Split") as reported on the Issuer's Current Report on Form 8-K filed with the SEC on June 12, 2025. This form is being filed late due to delays encountered during the Reporting Person's initial enrollment and account authorization within the SEC's EDGAR Next System.
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Stock, par value $0.005 per share | |
| (b) | Name of Issuer:
Ernexa Therapeutics Inc. | |
| (c) | Address of Issuer's Principal Executive Offices:
1035 Cambridge Street, Suite 18A, Cambridge,
MASSACHUSETTS
, 02141. | |
Item 1 Comment:
Pursuant to Rule 13d-2 promulgated under the Securities Exchange Act of 1934, as amended, this Amendment No. 8 to Schedule 13D (this "Amendment No. 8") amends certain Items of the Schedule 13D originally filed with the SEC on May 13, 2021 (the "Original Schedule 13D"), as amended by Amendment No. 1 thereto filed with the SEC on March 16, 2022 ("Amendment No. 1"), Amendment No. 2 thereto filed with the SEC on December 14, 2022 ("Amendment No. 2"), Amendment No. 3 thereto filed with the SEC on September 7, 2023 ("Amendment No. 3"), Amendment No. 4 thereto filed with the SEC on December 20, 2023 ("Amendment No. 4"), Amendment No. 5 thereto filed with the SEC on March 5, 2025 ("Amendment No. 5"), Amendment No. 6 thereto filed with the SEC on April 4, 2025 ("Amendment No. 6") and Amendment No. 7 thereto filed with the SEC on June 11, 2025 ("Amendment No. 7," and the Original Schedule 13D, as amended by Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment No. 4, Amendment No. 5, Amendment No. 6, Amendment No. 7 and this Amendment No. 8 are collectively referred to herein as the "Schedule 13D") by furnishing the information set forth below. Except as set forth below, all previous Items are unchanged. | ||
| Item 3. | Source and Amount of Funds or Other Consideration | |
The information provided in Item 5 of this Amendment No. 8 is incorporated by reference to this Item 3. | ||
| Item 4. | Purpose of Transaction | |
Item 4 is hereby amended by adding the following: The Reporting Person acquired 4,000,000 shares of the Issuer's Common Stock and 4,000,000 Warrants in the Offering. The Reporting Person has no present plan or proposal that relates to, or could result in, any of the events referred to in paragraphs (a) through (j) inclusive, of Item 4 of Schedule 13D. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | Rows 7, 9 and 11 consist of (i) 6,779,440 shares of common stock, par value $0.005 per share of the Issuer's Common Stock, (ii) 4,000,000 shares of Common Stock issuable upon the exercise of the Warrants and (iii) 11,895 shares of Common Stock issuable upon conversion of 71,306 shares of Series A Preferred Stock of the Issuer (assuming a conversion rate of 5.9948). Row 13 is calculated based on an aggregate 31,097,009 of shares of Common Stock of the Issuer outstanding, which is calculated by adding (i) 7,853,538 shares of Common Stock of the Issuer outstanding as of January 27, 2026, as reported on the Issuer's Registration Statement, (ii) 19,231,576 shares of Common Stock of the Issuer that was issued in the Offering on February 10, 2026, as reported on the Issuer's Current Report on Form 8-K filed with the SEC on February 10, 2026, (iii) 4,000,000 shares of Common Stock of the Issuer issuable to the Reporting Person upon exercise of the Warrants within 60 days, and (iv) 11,895 shares of Common Stock issuable upon conversion of 71,306 shares of Series A Preferred Stock within 60 days, which, for each of (iii) and (iv), are deemed outstanding pursuant to Rule 13-3(d)(1)(i). The numbers of shares of Common Stock beneficially owned by the Report Person reflect the Reverse Stock Split. | |
| (b) | Rows 7 through 10, inclusive, set forth on the cover page to this Amendment No. 8 are hereby incorporated by reference in this Item 5(b). | |
| (c) | On February 10, 2026, the Issuer issued 21,000,000 shares of Common Stock and Common Stock equivalents (including pre-funded warrants exercisable for up to 2,000,000 shares) and Warrants to purchase 21,000,000 shares at a combined price of $0.50 per share (or $0.49 per pre-funded warrant to purchase Common Stock) in a best efforts public offering (the "Offering") of Common Stock and Warrants pursuant to the Registration Statement. The Warrants are immediately exercisable at a price of $0.68 per share. The Warrants are listed on The Nasdaq Capital Market under the symbol "ERNAW" and are immediately exercisable subject to certain ownership limitations (none of which apply to the Reporting Person) and expire on the earlier of (i) the five-year anniversary of the original issuance date or (ii) the 180th calendar day following the public release by the Company of clinical trial data from the first cohort of the Phase 1 study of ERNA-101.The Reporting Person acquired 4,000,000 shares of the Issuer's Common Stock and 4,000,000 Warrants issued in the Offering. | |
| 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.
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