Amendment: Large owner Cherington Charles bought 13,252,112 shares, increasing direct ownership by 2,381% to 13,808,577 units (SEC Form 4)

5/7/25 11:48:22 AM ET

$ERNA

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SEC FORM 4/A SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Cherington Charles

(Last)

(First)

(Middle)

200 BERKLEY STREET

26TH FLOOR

(Street)

BOSTON

02116

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Ernexa Therapeutics Inc. [ ERNA ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
09/24/2024

4. If Amendment, Date of Original Filed (Month/Day/Year)
11/05/2024

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	09/24/2024⁽¹⁾⁽²⁾		P		261,756	A	⁽³⁾⁽⁵⁾⁽⁶⁾	818,221	D
Common Stock	09/24/2024⁽¹⁾⁽²⁾		P		4,768,783	A	⁽⁴⁾⁽⁵⁾⁽⁷⁾	5,587,004	D
Common Stock	09/24/2024⁽¹⁾⁽²⁾		P		1,237,762	A	⁽³⁾⁽⁵⁾⁽⁸⁾	6,824,766	D
Common Stock	09/24/2024⁽¹⁾⁽²⁾		P		5,420,823	A	⁽⁴⁾⁽⁵⁾⁽⁹⁾	12,245,589	D
Common Stock	09/24/2024⁽¹⁾⁽²⁾		P		1,562,988	A	⁽³⁾⁽⁵⁾⁽¹⁰⁾	13,808,577	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
12.0% Senior Convertible Notes due December 12, 2028	$1.9194	09/24/2024⁽¹⁾⁽²⁾⁽⁴⁾⁽⁵⁾		S			$3,000,000	12/15/2012	12/15/2028	Common Stock	3,125,976	⁽⁴⁾⁽⁵⁾	0	D
6.0% Senior Convertible Promissory Notes due 2028	$2.86	09/24/2024⁽¹⁾⁽²⁾⁽⁴⁾⁽⁵⁾		S			$3,540,000	07/14/2023	07/14/2028	Common Stock	1,237,762	⁽⁴⁾⁽⁵⁾	0	D
Warrants (right to buy)	$1.43	09/24/2024⁽¹⁾⁽²⁾⁽³⁾⁽⁵⁾		S			523,512	12/14/2023	06/02/2028	Common Stock	523,512	⁽³⁾⁽⁵⁾	0	D
Warrants (right to buy)	$1.43	09/24/2024⁽¹⁾⁽²⁾⁽³⁾⁽⁵⁾		S			2,475,524	12/14/2023	07/14/2028	Common Stock	2,475,524	⁽³⁾⁽⁵⁾	0	D
Warrants (right to buy)	$1.43	09/24/2024⁽¹⁾⁽²⁾⁽³⁾⁽⁵⁾		S			3,125,976	12/15/2023	12/15/2028	Common Stock	3,125,976	⁽³⁾⁽⁵⁾	0	D

Explanation of Responses:

1. 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.

2. 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.

3. 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").

4. 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").

5. Consummation of the Exchange Transactions was conditioned upon the Issuer obtaining Stockholder Approval, which occurred on October 29, 2024.

6. 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.

7. 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.

8. 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.

9. 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.

10. 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.

	/s/ Charles Cherington	05/07/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

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Amendment: Large owner Cherington Charles bought 13,252,112 shares, increasing direct ownership by 2,381% to 13,808,577 units (SEC Form 4)

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