Ernexa Therapeutics Inc 8-K/A, filed Oct 1, 2021
Ernexa Therapeutics Inc. (ERNA)
8-K/A
2021-10-01
For: 2021-07-16
View Original
Added on
April 06, 2026
About this 8-K/A
Ernexa Therapeutics Inc filed this 8-K/A on October 1, 2021, reporting on events of July 16, 2021.
Items reported
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 1, 2021 (July 16, 2021 )
(Exact Name of Registrant as Specified in its Charter)
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(State or Other Jurisdiction of Incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrant’s telephone number, including area code: (212 ) 582-1199
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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading symbol
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Name of each exchange on which registered
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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. ☐
Explanatory Note
We are filing this Amendment No. 1 to our Current Report on Form 8-K filed with the Securities and Exchange
Commission on July 19, 2021, which we refer to as the Original Filing, solely to amend Item 9.01 .
At the time of filing of the Original Filing disclosing the completion of the our acquisition of Novellus, Inc.,
a Delaware corporation, or Novellus, we indicated that we would file the financial statements required by Items 9.01(a) and 9.01(b) no later than 71 calendar days
after the date on which the Original Filing was required to be filed.
Upon further review of the requirements of Rule 3-05 of Regulation S-X promulgated under the Securities Act of
1933 and Item 9.01 of Form 8-K, we determined that financial statements required by Item 9.01(a) and pro forma financial information required by Item 9.01(b) with respect to the acquisition of Novellus are not required because the acquisition was
not a “significant” transaction as defined in Regulation S-X. Accordingly, we are filing this Amendment No. 1 on Form 8-K/A to amend the Original Filing solely to eliminate references to the subsequent filing of historical financial statements and
pro forma financial information relating to the acquisition of Novellus.
Except as described above, this
Amendment No. 1 on Form 8‑K/A does not amend or restate the Original Filing, nor does it modify or update the disclosures in the Original Filing affected by subsequent events or discoveries.
| Item 9.01 |
Financial Statements and Exhibits.
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(a) Financial Statements of Business Acquired.
We have determined that the historical financial statements of Novellus are not required to be filed as the acquisition of Novellus was not a “significant”
transaction as defined in Regulation S-X.
(b) Pro-Form Financial Information.
We have determined that our pro forma financial information is not required to be filed as the acquisition of Novellus was not a “significant” transaction as defined
in Regulation S-X.
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.
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BROOKLYN IMMUNOTHERAPEUTICS, INC.
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Dated: October 1, 2021
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By:
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/s/ Howard J. Federoff
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Howard J. Federoff
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Chief Executive Officer and President
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