Amendment: SEC Form SCHEDULE 13G/A filed by Ernexa Therapeutics Inc.
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Biotechnology: Pharmaceutical Preparations
Health Care
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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(Amendment No. 4)
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Ernexa Therapeutics Inc. (Name of Issuer) |
Common Stock, par value $0.005 per share (Title of Class of Securities) |
114082209 (CUSIP Number) |
03/31/2025 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule 13d-1(b)
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 Rule 13d-1(c)
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| Rule 13d-1(d)
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SCHEDULE 13G
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| CUSIP No. | 114082209 |
| 1 | Names of Reporting Persons
Freebird Partners LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
TEXAS
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
6,211,530.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
9.9 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
Freebird Investments LLC, a Texas limited liability company ("Freebird Investments"), serves as the general partner of Freebird Partners LP, a Texas limited partnership ("Freebird Partners"). Curtis W. Huff is the sole member of Freebird Investments. By virtue of these relationships, each of Freebird Investments and Mr. Huff may be deemed to share beneficial ownership of the securities held of record by Freebird Partners.
Share counts in Rows 6, 8 and 9 include (i) 6,211,520 shares of common stock, par value $0.005 per share (the "Common Stock"), of Ernexa Therapeutics Inc. (formerly Eterna Therapeutics, Inc.), a Delaware corporation (the "Issuer") held by Freebird Partners; and (ii) 10 shares of Common Stock of the Issuer (the "Warrant Shares"), issuable upon exercise of Pre-Funded Common Stock Purchase Warrants (collectively, the "Warrants") issued by the Issuer in favor of Freebird Partners which may be exercised at any time, at a nominal exercise price of $0.005 per Warrant Share.
Pursuant to the terms of the Warrants, the Reporting Person cannot exercise either Warrant for Warrant Shares to the extent the Reporting Person would beneficially own, after any such conversion or exercise, more than 9.99% of the outstanding shares of Common Stock (the "Blocker"). The table excludes 1,518,726 shares of Common Stock issuable upon exercise of the Warrants because of the Blocker on each Warrant.
Row 11 is calculated based on 62,363,763 shares of the Common Stock of the Issuer outstanding as of May 7, 2025 as reported in the Issuer's Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2025 filed with the SEC on May 7, 2025.
The number of shares beneficially owned in Rows 6, 8 and 9 and the number of shares outstanding for purposes of Row 11 do not include shares and shares underlying pre-funded warrants that will be issued to the Freebird Partners pursuant to that certain Securities Purchase Agreement dated as of March 31, 2025 between the Issuer and the purchasers identified on the signature pages thereto, including the Trust (the "SPA"), following the receipt of stockholder approval at the Issuer's annual meeting of stockholders to be held on June 2, 2025.
SCHEDULE 13G
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| CUSIP No. | 114082209 |
| 1 | Names of Reporting Persons
Freebird Investments LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
TEXAS
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
6,211,530.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
9.9 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
As noted above, Freebird Investments serves as the general partner of Freebird Partners and, as a result, may be deemed to share beneficial ownership of the securities held of record by Freebird Partners.
Share counts in Rows 6, 8 and 9 include (i) 6,211,520 shares of Common Stock of the Issuer held by Freebird Partners; and (ii) 10 Warrant Shares issuable upon exercise of the Warrants which may be exercised at any time, at a nominal exercise price of $0.005 per Warrant Share.
As noted above, the Warrants each have a Blocker and the table excludes 1,518,726 shares of Common Stock issuable upon exercise of the Warrants because of the Blocker on each Warrant.
Row 11 is calculated based on 62,363,763 shares of the Common Stock of the Issuer outstanding as of May 7, 2025 as reported in the Issuer's Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2025 filed with the SEC on May 7, 2025.
The number of shares beneficially owned in Rows 6, 8 and 9 and the number of shares outstanding for purposes of Row 11 do not include shares and shares underlying pre-funded warrants that will be issued to the Freebird Partners pursuant to the "SPA", following the receipt of stockholder approval at the Issuer's annual meeting of stockholders to be held on June 2, 2025.
SCHEDULE 13G
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| CUSIP No. | 114082209 |
| 1 | Names of Reporting Persons
Curtis Huff | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | 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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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
6,211,530.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
9.9 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
As noted above, Curtis W. Huff is the sole member of Freebird Investments, which is the general partner of Freebird Partners, and, as a result, he may be deemed to share beneficial ownership of the securities held of record by Freebird Partners.
Share counts in Rows 6, 8 and 9 include (i) 6,211,520 shares of Common Stock of the Issuer held by Freebird Partners; and (ii) 10 Warrant Shares issuable upon exercise of the Warrants which may be exercised at any time, at a nominal exercise price of $0.005 per Warrant Share.
As noted above, the Warrants each have a Blocker and the table excludes 1,518,726 shares of Common Stock issuable upon exercise of the Warrants because of the Blocker on each Warrant.
Row 11 is calculated based on 62,363,763 shares of the Common Stock of the Issuer outstanding as of May 7, 2025 as reported in the Issuer's Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2025 filed with the SEC on May 7, 2025.
The number of shares beneficially owned in Rows 6, 8 and 9 and the number of shares outstanding for purposes of Row 11 do not include shares and shares underlying pre-funded warrants that will be issued to the Freebird Partners pursuant to the "SPA", following the receipt of stockholder approval at the Issuer's annual meeting of stockholders to be held on June 2, 2025.
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
Ernexa Therapeutics Inc. | |
| (b) | Address of issuer's principal executive offices:
1035 Cambridge Street, Suite 18A, Cambridge, MA 02141 | |
| Item 2. | ||
| (a) | Name of person filing:
This statement is filed by the following entities and individuals (collectively, referred to as the "Reporting Persons"):
*Freebird Partners LP, a Texas limited partnership;
*Freebird Investments LLC, a Texas limited liability company;
*Curtis W. Huff, an individual and a citizen of the United States of America.
Freebird Investments LLC is the general partner of Freebird Partners LP, and as a result, may be deemed to share voting and dispositive power with respect to the securities held by Freebird Partners LP.
Curtis Huff is the sole member of Freebird Investments LLC, which is the general partner of Freebird Partners LP, and as a result, may be deemed to share voting and dispositive power with respect to the securities held by Freebird Partners LP.
Freebird Partners LP, Freebird Investments LLC, and Mr. Huff have entered into a Joint Filing Agreement, a copy of which was filed with the Schedule 13G on December 2, 2022 as Exhibit 99.1, which is hereby incorporated by reference, pursuant to which they have agreed to file this Amendment jointly in accordance with the provisions of Rule 13d-1(k) of the Act. | |
| (b) | Address or principal business office or, if none, residence:
The address of the principal business office for each of the Reporting Person is:
2800 Post Oak Blvd, Suite 2000
Houston, Texas 77056 | |
| (c) | Citizenship:
See Row 4 of each Reporting Person's cover page to this Schedule 13G. | |
| (d) | Title of class of securities:
Common Stock, par value $0.005 per share | |
| (e) | CUSIP No.:
114082209 | |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
See Row 9 of each Reporting Person's cover page to this Schedule 13G. | |
| (b) | Percent of class:
See Row 11 of each Reporting Person's cover page to this Schedule 13G. | |
| (c) | Number of shares as to which the person has:
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| (i) Sole power to vote or to direct the vote:
See Row 5 of each Reporting Person's cover page to this Schedule 13G. | ||
| (ii) Shared power to vote or to direct the vote:
See Row 6 of each Reporting Person's cover page to this Schedule 13G. | ||
| (iii) Sole power to dispose or to direct the disposition of:
See Row 7 of each Reporting Person's cover page to this Schedule 13G. | ||
| (iv) Shared power to dispose or to direct the disposition of:
See Row 8 of each Reporting Person's cover page to this Schedule 13G. | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11. |
| 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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