--- schema_version: "secwatch.filing_event.v1" accession: "0001140361-23-058648" form_type: "8-K" ticker: "ERNA" cik: "0000748592" company_name: "Ernexa Therapeutics Inc." filed_at: "2023-12-20T23:59:59+00:00" generated_at: "2026-06-07T10:15:23.433249+00:00" event_type: "other_material" sentiment: "neutral" materiality_score: 0.75 calibrated_materiality_score: 0.75 confidence: "high" source: SEC EDGAR --- # Eterna raises $9.2M convertible debt, CEO resigns, Sanjeev Luther appointed ## Summary - Issued $9.2M principal of 12% senior convertible notes; initial close of ~$7.8M on Dec. 15, remainder by Jan. 15, 2024. - Notes convertible at $1.9194/share; warrants for 9.58M shares at $1.43; 10.46M existing warrants repriced to $1.43. - CEO Matthew Angel resigns effective Dec. 31, 2023, no disagreement; succeeded by Sanjeev Luther as President and CEO on Jan. 1, 2024. - New CEO Luther: base salary $550K, signing bonus $75K, option for 1,685,218 shares, target bonus 50% of base. - James Bristol appointed Chairman of the Board effective Dec. 19, 2023. ## SEC filing metadata - accession: 0001140361-23-058648 - form_type: 8-K - ticker: ERNA - cik: 0000748592 - company_name: Ernexa Therapeutics Inc. - filed_at: 2023-12-20T23:59:59+00:00 - event_type: other_material - sentiment: neutral - materiality_score: 0.75 - calibrated_materiality_score: 0.75 - confidence: high - sec_items: 1.01, 2.03, 3.02, 5.02, 8.01, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/748592/000114036123058648/0001140361-23-058648-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/748592/000114036123058648/ef20016457_8k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001140361-23-058648 - JSON: https://secwatch.observer/filing/0001140361-23-058648.json - Plain text: https://secwatch.observer/filing/0001140361-23-058648.txt ## Key facts - Debt Financings Ernexa Therapeutics Inc. incurred senior notes of aggregate principal amount of $9,193,000 with certain accredited investors at 12.00% per annum maturing five years after the date of issuance. - Instrument: senior notes - Principal: aggregate principal amount of $9,193,000 - Counterparty: certain accredited investors - Rate: 12.00% per annum - Maturity: five years after the date of issuance - Event: incurrence source text: On December 14, 2023, Eterna Therapeutics Inc. (the “Company”) entered into a securities purchase agreement (the “Purchase Agreement”) with certain accredited investors (the “Investors”), pursuant to which it agreed to sell to the Investors (i) 12.0% senior convertible notes (the “Notes”) in an aggregate principal amount of $9,193,000 evidence_url: https://www.sec.gov/Archives/edgar/data/748592/000114036123058648/0001140361-23-058648-index.htm - Executive change Matthew Angel resigned as President and Chief Executive Officer at Ernexa Therapeutics Inc.. - Action: resigned - Role: President and Chief Executive Officer source text: On December 19, 2023, Dr. Matthew Angel notified Eterna Therapeutics Inc. (the “Company”) that he was resigning from his position as the Company’s President and Chief Executive Officer, effective on December 31, 2023. evidence_url: https://www.sec.gov/Archives/edgar/data/748592/000114036123058648/0001140361-23-058648-index.htm - Executive change Sanjeev Luther was appointed as President and Chief Executive Officer at Ernexa Therapeutics Inc.. - Action: appointed - Role: President and Chief Executive Officer source text: On December 19, 2023, the board of directors (the “Board”) of the Company appointed Sanjeev Luther as the Company’s President and Chief Executive Officer (and principal executive officer), which appointment will become effective on January 1, 2024, evidence_url: https://www.sec.gov/Archives/edgar/data/748592/000114036123058648/0001140361-23-058648-index.htm - Material Agreements Ernexa Therapeutics Inc. entered into Notes with certain accredited investors valued at aggregate principal amount of $9,193,000 (effective 2023-12-14). - Action: entry - Agreement: notes offering - Counterparty: certain accredited investors - Value: aggregate principal amount of $9,193,000 - Effective: 2023-12-14 source text: On December 14, 2023, Eterna Therapeutics Inc. (the “Company”) entered into a securities purchase agreement (the “Purchase Agreement”) with certain accredited investors (the “Investors”), pursuant to which it agreed to sell to the Investors (i) 12.0% senior convertible notes (the “Notes”) in an aggregate principal amount of $9,193,000 evidence_url: https://www.sec.gov/Archives/edgar/data/748592/000114036123058648/0001140361-23-058648-index.htm - Material Agreements Ernexa Therapeutics Inc. entered into Warrants with certain accredited investors (effective 2023-12-14). - Action: entry - Agreement: equity purchase - Counterparty: certain accredited investors - Effective: 2023-12-14 source text: and (ii) warrants (the “Warrants” and, together with the Notes, the “Securities”) to purchase up to an aggregate of 9,579,014 shares of Common Stock at an exercise price of $1.43 per share (collectively, the “Private Placement”). evidence_url: https://www.sec.gov/Archives/edgar/data/748592/000114036123058648/0001140361-23-058648-index.htm - Material Agreements Ernexa Therapeutics Inc. entered into Registration Rights Agreement with certain accredited investors (effective 2023-12-14). - Action: entry - Counterparty: certain accredited investors - Effective: 2023-12-14 source text: The Company and the Investors entered into a Registration Rights Agreement (the “Registration Rights Agreement”), pursuant to which the Company will be required to file a resale registration statement (the “Registration Statement”) with the Securities and Exchange Commission (the “SEC”) to register for resale 100% of the Conversion Shares and the Warrant Shares promptly following the initial closing evidence_url: https://www.sec.gov/Archives/edgar/data/748592/000114036123058648/0001140361-23-058648-index.htm - Material Agreements Ernexa Therapeutics Inc. entered into Purchase Agreement with certain accredited investors (effective 2023-12-14). - Action: entry - Agreement: equity purchase - Counterparty: certain accredited investors - Effective: 2023-12-14 source text: On December 14, 2023, Eterna Therapeutics Inc. (the “Company”) entered into a securities purchase agreement (the “Purchase Agreement”) with certain accredited investors (the “Investors”), pursuant to which it agreed to sell to the Investors (i) 12.0% senior convertible notes (the “Notes”) in an aggregate principal amount of $9,193,000 evidence_url: https://www.sec.gov/Archives/edgar/data/748592/000114036123058648/0001140361-23-058648-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.