---
schema_version: "secwatch.filing_event.v1"
accession: "0001140361-23-034885"
form_type: "8-K"
ticker: "ERNA"
cik: "0000748592"
company_name: "Ernexa Therapeutics Inc."
filed_at: "2023-07-18T23:59:59+00:00"
generated_at: "2026-06-13T07:22:20.840959+00:00"
event_type: "debt"
sentiment: "neutral"
materiality_score: 0.7
calibrated_materiality_score: 0.7
confidence: "high"
source: SEC EDGAR
---

# Eterna Therapeutics issues $8.715M in 6% convertible notes and warrants

## Summary
- Aggregate principal $8,715,000, 6.0% Senior Convertible Notes due July 14, 2028; interest payable quarterly.
- Warrants to purchase up to 6,094,392 shares at $2.61/share (200% of conversion shares); exercisable for 5 years.
- Initial conversion price $2.86/share; notes subject to beneficial ownership conversion limitations (4.99%-19.99%).
- Directors Brant Binder and Richard Wagner, and former directors, participated on same terms as other purchasers.
- Net proceeds for general working capital; Registration Rights Agreement to be filed within 30 days of closing.

## SEC filing metadata
- accession: 0001140361-23-034885
- form_type: 8-K
- ticker: ERNA
- cik: 0000748592
- company_name: Ernexa Therapeutics Inc.
- filed_at: 2023-07-18T23:59:59+00:00
- event_type: debt
- sentiment: neutral
- materiality_score: 0.7
- calibrated_materiality_score: 0.7
- confidence: high
- sec_items: 1.01, 2.03, 3.02, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/748592/000114036123034885/0001140361-23-034885-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/748592/000114036123034885/brhc20055909_8k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001140361-23-034885
- JSON: https://secwatch.observer/filing/0001140361-23-034885.json
- Plain text: https://secwatch.observer/filing/0001140361-23-034885.txt

## Key facts
- Material Agreements
  Ernexa Therapeutics Inc. entered into Securities Purchase Agreement with certain investors valued at $8,715,000 (effective 2023-07-13).
  - Action: entry
  - Agreement: equity purchase
  - Counterparty: certain investors
  - Value: $8,715,000
  - Effective: 2023-07-13
  source text: On July 13, 2023, 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 (i) $8,715,000 in aggregate principal amount of the Company’s 6.0% Senior Convertible Promissory Notes due July 2028 (the “ Notes ”) and (ii) warrants, each exercisable to purchase one share of the Company’s common stock, par value $0.005 per share (“ Common Stock ”), at an exercise price of $2.61 per share (the “ Warrants ”).
  evidence_url: https://www.sec.gov/Archives/edgar/data/748592/000114036123034885/0001140361-23-034885-index.htm
- Material Agreements
  Ernexa Therapeutics Inc. entered into Registration Rights Agreement with certain investors (effective 2023-07-13).
  - Action: entry
  - Counterparty: certain investors
  - Effective: 2023-07-13
  source text: Pursuant to the Purchase Agreement, on July 13, 2023, 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 Closing Date to register the resale of the shares of Common Stock issuable upon conversion of the Notes and the shares of Common Stock issuable upon exercise of the Warrants.
  evidence_url: https://www.sec.gov/Archives/edgar/data/748592/000114036123034885/0001140361-23-034885-index.htm

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