---
schema_version: "secwatch.filing_event.v1"
accession: "0001140361-22-044329"
form_type: "8-K"
ticker: "ERNA"
cik: "0000748592"
company_name: "Ernexa Therapeutics Inc."
filed_at: "2022-12-05T23:59:59+00:00"
generated_at: "2026-06-21T09:53:26.373501+00:00"
event_type: "other_material"
sentiment: "neutral"
materiality_score: 0.5
calibrated_materiality_score: 0.5
confidence: "high"
source: SEC EDGAR
---

# Eterna closes ~$7.7M private placement with insider participation

## Summary
- Closed private placement of 2,184,950 units at $3.53/unit on Dec 2, 2022, raising ~$7.7M.
- Each unit consists of one share of common stock and two warrants exercisable at $3.28/share.
- Warrants exercisable after 6 months, expire June 2, 2028; include 4.99%/9.99% beneficial ownership limit.
- Chairman Cherington and director Singer participated on same terms as other investors.
- Net proceeds to be used for general working capital.

## SEC filing metadata
- accession: 0001140361-22-044329
- form_type: 8-K
- ticker: ERNA
- cik: 0000748592
- company_name: Ernexa Therapeutics Inc.
- filed_at: 2022-12-05T23:59:59+00:00
- event_type: other_material
- sentiment: neutral
- materiality_score: 0.5
- calibrated_materiality_score: 0.5
- confidence: high
- sec_items: 1.01, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/748592/000114036122044329/0001140361-22-044329-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/748592/000114036122044329/brhc10045002_8k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001140361-22-044329
- JSON: https://secwatch.observer/filing/0001140361-22-044329.json
- Plain text: https://secwatch.observer/filing/0001140361-22-044329.txt

## Key facts
- Material Agreements
  Ernexa Therapeutics Inc. entered into Registration Rights Agreement with the Purchasers (effective 2022-12-02).
  - Action: entry
  - Counterparty: the Purchasers
  - Effective: 2022-12-02
  source text: Pursuant to the Purchase Agreement, on the Closing Date, the Company and the Purchasers entered into a Registration Rights Agreement, pursuant to which the Company has agreed to prepare and file a registration statement on Form S-3 with the Securities and Exchange Commission no later than 30 days following the date on which the Company becomes eligible to use Form S-3 to register the resale of the shares of Common Stock included in the Units and the shares of Common Stock issuable upon exercise of the Warrants.
  evidence_url: https://www.sec.gov/Archives/edgar/data/748592/000114036122044329/0001140361-22-044329-index.htm
- Material Agreements
  Ernexa Therapeutics Inc. entered into Securities Purchase Agreement with certain investors (the "Purchasers") valued at approximately $7.7 million (effective 2022-11-23).
  - Action: entry
  - Agreement: equity purchase
  - Counterparty: certain investors (the "Purchasers")
  - Value: approximately $7.7 million
  - Effective: 2022-11-23
  source text: As previously reported, on November 23, 2022, Eterna Therapeutics Inc., a Delaware corporation (the “ Company ”), entered into a Securities Purchase Agreement (the “ Purchase Agreement ”) with certain investors (the “ Purchasers ”) providing for the private placement (the “ Private Placement ”) to the Purchasers of an aggregate of 2,184,950 units (collectively, the “ Units ”), each Unit consisting of (i) one share of the Company’s common stock, par value $0.005 per share (“ Common Stock ”) and (ii) two warrants, each exercisable to purchase one share of Common Stock (the “ Warrants ”), for an aggregate purchase price of approximately $7.7 million, consisting of $3.53 per Unit (inclusive of $0.125 per Warrant).
  evidence_url: https://www.sec.gov/Archives/edgar/data/748592/000114036122044329/0001140361-22-044329-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.