ERNA 8-K
Ernexa Therapeutics Inc. (ERNA)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
On May 1, 2026, Ernexa Therapeutics Inc. (the “Company”), filed a certificate of amendment (the “Certificate of Amendment”) to the Company’s Restated Certificate of Incorporation, as amended with the Secretary of State of Delaware to effect a reverse stock split of the Company’s common stock at a ratio of 1-for-25 (the “Reverse Stock Split”).
Effective at market open on May 4, 2026, the common stock began trading on a split-adjusted basis on Nasdaq. The new CUSIP number for the common stock following the Reverse Stock Split is 114082407.
The foregoing description of the Certificate of Amendment is a summary of the material terms thereof, does not purport to be complete and is qualified in its entirety by reference to the full text of the Certificate of Amendment, which is filed with this report as Exhibit 3.1 and herein incorporated by reference.
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 May 1, 2026 (Reverse Stock Split). | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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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: May 4, 2026 | By: | /s/ Sanjeev Luther |
Sanjeev Luther | ||
| President and Chief Executive Officer | ||
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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 certificate of incorporation of the Corporation is hereby amended by adding the following paragraph to the end of Article IV thereof:
“Effective immediately upon the effectiveness of the Certificate of Amendment adding this paragraph to Article IV of this Certificate of Incorporation (the “Effective Time”), each twenty-five (25) shares of Common Stock that are issued and outstanding immediately prior to the Effective Time shall be reclassified and combined into one (1) validly issued, fully paid and non-assessable share of Common Stock, subject to the treatment of fractional share interests as described below (the “Reverse Stock Split”). The Reverse Stock Split shall occur automatically without any further action by the Corporation or its stockholders and whether or not any certificate representing such shares immediately prior to the Effective Time (the “Old Certificate”) is surrendered to the Corporation. The Reverse Stock Split shall also apply to any outstanding securities or rights convertible into, or exchangeable or exercisable for, Common Stock. The Reverse Stock Split shall be effected on a certificate-by-certificate basis and no fractional shares shall be issued upon the reclassification and combination. In lieu of any fractional shares to which the holder would otherwise be entitled, the Corporation shall round up to the nearest whole share. Following the Effective Time, each Old Certificate shall thereafter represent that number of shares of Common Stock into which the shares of Common Stock represented by the Old Certificate shall have been reclassified and combined, subject to the elimination of fractional share interests as described above, until such time as such Old Certificate has been surrendered to the Corporation.”
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.
3. This Certificate of Amendment shall be effective on May 4, 2026 at 12:01 a.m. Eastern Time.
[Remainder of Page Intentionally Left Blank]
IN WITNESS WHEREOF, the Corporation has caused this Certificate to be executed and acknowledged on May 1, 2026.
| ERNEXA THERAPEUTICS INC. | |
| /s/ Sanjeev Luther | |
| Sanjeev Luther | |
| President and Chief Executive Officer |