Ernexa Therapeutics Inc. 8-K

What Happened
Ernexa Therapeutics Inc. announced a registered public offering that closed on February 10, 2026, generating approximately $10.5 million in gross proceeds. The company sold 19,000,000 shares of common stock with accompanying warrants and 2,000,000 pre‑funded warrants with accompanying warrants under its Form S‑1 registration statement. The offering was conducted with Brookline Capital Markets (a division of Arcadia Securities, LLC) as placement agent.

Key Details

• Sold securities: 19,000,000 common shares + warrants to purchase 19,000,000 shares; 2,000,000 pre‑funded warrants + warrants to purchase 2,000,000 shares. Offering closed Feb 10, 2026.
• Pricing and exercise terms: combined price $0.50 per common share plus warrant; $0.49 per pre‑funded warrant plus warrant. Pre‑funded warrants exercisable immediately at $0.01 per share. Common warrants exercisable immediately at $0.68 per share; expire on the earlier of 5 years or 180 days after public release of first‑cohort Phase 1 ERNA‑101 clinical data. Warrants began trading on Nasdaq under the symbol “ERNAW” on Feb 6, 2026.
• Placement agent compensation: Brookline paid cash fees of 6.5% of gross proceeds (1.5% for certain existing investors), 231,576 shares issued to the agent (≈1.5% of aggregate sold), and reimbursement of $125,000 in offering‑related legal expenses.
• Other items: Registration statement (S‑1) declared effective Feb 5, 2026; 90‑day lock‑up and limited issuance restrictions apply after closing; Computershare named warrant agent.

Why It Matters
This financing provides Ernexa with fresh capital intended to support its development programs (including the Phase 1 ERNA‑101 study), working capital and general corporate purposes. The sale includes a mix of equity and warrants that can lead to future dilution if warrants are exercised. Placement agent fees and issued agent shares reduce net proceeds available to the company. The 90‑day lock‑up limits share issuance and insider sales short term, while the Nasdaq listing of the warrants may affect separate liquidity and trading dynamics for those instruments.