8-K
Ernexa Therapeutics Inc. (ERNA)
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): June 2, 2025
ErnexaTherapeutics Inc.
(ExactName 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<br> communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting<br> material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| --- | --- |
| ☐ | Pre-commencement<br> communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| --- | --- |
| ☐ | Pre-commencement<br> 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<br> Stock, par value $0.005 per share | ERNA | The<br> Nasdaq Stock<br> 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. ☐
| Item5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year |
|---|
Effective June 2, 2025, Ernexa Therapeutics Inc. (the “Company”), filed a certificate of amendment to the Company’s Restated Certificate of Incorporation, as amended (the “Amended COI”) with the Secretary of State of Delaware to increase the authorized shares of its common stock from 100,000,000 to 150,000,000.
Additionally, effectively June 2, 2025, the Company filed a certificate of amendment to its Amended COI with the Secretary of State of Delaware to allow for action required or permitted to be taken by stockholders of the Company to be effected by written consent of such stockholders in addition to duly called annual or special meetings of such stockholders.
| Item5.07 | Submission of Matters to a Vote of Security Holders. |
|---|
On June 2, 2025, the Company held its 2025 Annual Meeting of Stockholders (the “Annual Meeting”). The final voting results for the proposals submitted to a vote of the Company’s stockholders at the Annual Meeting are as follows:
Proposal 1: Each of the director nominees identified below were elected to the Board of Directors of the Company to hold office until the Company’s 2026 Annual Meeting of Stockholders or until their respective successors are elected and qualified, by the votes set forth below.
| Votes | Votes | Broker | |
|---|---|---|---|
| Director | For | Withheld | Non-Votes |
| James<br> Bristol | 51,300,570 | 159,915 | 3,019,528 |
| Peter<br> Cicala | 51,295,312 | 165,173 | 3,019,528 |
| Sanjeev<br> Luther | 51,319,468 | 141,017 | 3,019,528 |
| Elena<br> Ratner | 51,300,842 | 159,643 | 3,019,528 |
| William<br> Wexler | 51,299,043 | 161,442 | 3,019,528 |
Proposal 2: The Company’s stockholders ratified, by the votes set forth below, the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for the 2025 fiscal year.
| Votes | Votes | |
|---|---|---|
| For | Against | Abstentions |
| 54,086,486 | 299,159 | 94,368 |
Proposal 3: The Company’s stockholders approved a non-binding advisory resolution regarding the compensation of our named executive officers, by the votes set forth below.
| Votes | Votes | Broker | |
|---|---|---|---|
| For | Against | Abstentions | Non-Votes |
| 51,173,104 | 244,992 | 42,389 | 3,019,528 |
Proposal 4: The Company’s stockholders approved, on a non-binding advisory basis, three years as the frequency of future voting on the non-binding advisory vote regarding the compensation of our named executive officers, by the votes set forth below.
| Broker | ||||
|---|---|---|---|---|
| 1<br> Year | 2<br> Years | 3<br> Years | Abstain | Non-Votes |
| 845,452 | 3,563,320 | 46,931,307 | 120,406 | 3,019,528 |
| -2- |
| --- |
Proposal 5: The Company’s stockholders approved, by the votes set forth below, an amendment to its Restated Certificate of Incorporation, as amended (the “Restated Certificate”) to effect a reverse stock split (the “Reverse Stock Split”) with respect to the Company’s issued and outstanding common stock, at a ratio of 1-for-10 to 1-for-15 (the “Range”), with the ratio at which the Reverse Stock Split would be effected to be a ratio within the Range to be determined at the discretion of our Board of Directors.
| Votes | Votes | |
|---|---|---|
| For | Against | Abstentions |
| 53,634,039 | 839,487 | 6,487 |
Proposal 6: The Company’s stockholders approved, by the votes set forth below, an amendment to its Restated Certificate to allow for action required or permitted to be taken by stockholders of the Company to be effected by written consent of such stockholders in addition to duly called annual or special meetings of such stockholders.
| Votes | Votes | Broker | |
|---|---|---|---|
| For | Against | Abstentions | Non-Votes |
| 50,998,470 | 415,675 | 46,340 | 3,019,528 |
Proposal 7: The Company’s stockholders approved, by the votes set forth below, approved an amendment to its Restated Certificate to increase the Company’s authorized shares of common stock from 100,000,000 to 150,000,000.
| Votes | Votes | |
|---|---|---|
| For | Against | Abstentions |
| 53,849,179 | 603,119 | 27,715 |
Proposal 8: The Company’s stockholders approved, for purposes of complying with Nasdaq Listing Rule 5635(d), the potential issuance and sale of more than 20% of the Company’s issued and outstanding common stock, pursuant to its securities purchase agreement, dated March 31, 2025, with certain investors, by the votes set forth below.
| Votes | Votes | Broker | |
|---|---|---|---|
| For | Against | Abstentions | Non-Votes |
| 41,150,214 | 362,530 | 13,725 | 3,019,528 |
No other matters were considered or voted upon at the Annual Meeting.
| Item 9.01 | Financial Statements and Exhibits. |
|---|
(d) Exhibits
| Exhibit No. | Description |
|---|---|
| 3.1 | Certificate of Amendment to the Company’s Restated Certificate of Incorporation, filed June 2, 2025 (Authorized Shares). |
| 3.2 | Certificate of Amendment to the Company’s Restated Certificate of Incorporation, filed June 2, 2025 (Written Consent). |
| 104 | Cover Page Interactive Data<br> File (embedded within the Inline XBRL document) |
| -3- |
| --- |
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<br> Therapeutics Inc. | ||
|---|---|---|
| Dated:<br> June 2, 2025 | By: | /s/ Sanjeev Luther |
| Sanjeev<br> Luther<br><br> <br>President<br> and Chief Executive Officer |
| -4- |
| --- |
Exhibit 3.1
CERTIFICATE OF AMENDMENT
OF
RESTATED CERTIFICATE OF INCORPORATION
OF
ernexa therapeutics Inc.
Ernexa Therapeutics Inc. (the “Corporation”), a Delaware corporation, does hereby certify that:
1. The first sentence of Article IV of the restated certificate of incorporation is hereby amended and restated in its entirety to read as follows:
“The total number of shares of stock which the Corporation shall have authority to issue is 151,000,000 shares, of which 150,000,000 shares shall be Common Stock, par value $.005 per share, and 1,000,000 shall be Preferred Stock, par value $.005 per share.”
2. The amendment set forth in this Certificate of Amendment has been duly adopted in accordance with Section 242 of the General Corporation Law of the State of Delaware.
INWITNESS WHEREOF, the Corporation has caused this Certificate to be executed and acknowledged on June 2, 2025.
| ERNEXA<br> THERAPEUTICS INC. |
|---|
| /s/ Sanjeev Luther |
| Sanjeev<br> Luther |
| President<br> and Chief Executive Officer |
Exhibit 3.2
CERTIFICATE OF AMENDMENT
OF
RESTATED CERTIFICATE OF INCORPORATION
OF
ernexa therapeutics Inc.
Ernexa Therapeutics Inc. (the “Corporation”), a Delaware corporation, does hereby certify that:
1. Article X of the restated certificate of incorporation is hereby amended and restated in its entirety to read as follows:
Reserved.
2. The amendment set forth in this Certificate of Amendment has been duly adopted in accordance with Section 242 of the General Corporation Law of the State of Delaware.
[Remainder of Page Intentionally Left Blank]
INWITNESS WHEREOF, the Corporation has caused this Certificate to be executed and acknowledged on June 2, 2025.
| ERNEXA<br> THERAPEUTICS INC. |
|---|
| /s/ Sanjeev Luther |
| Sanjeev<br> Luther |
| President<br> and Chief Executive Officer |