Ernexa Therapeutics Inc. — fact timeline

Ernexa Therapeutics Inc.: Effected a 1-for-25 reverse stock split of common stock via certificate of amendment to the Restated Certificate of Incorporation (effective 2026-05-04).

“On May 1, 2026, Ernexa Therapeutics Inc. (the “Company”), filed a certificate of amendment (the “ Certificate of Amendment ”) to the Company’s Restated Certificate of Incorporation, as amended with the Secretary of State of Delaware to effect a reverse stock split of the Company’s common stock at a ratio of 1-for-25 (the “ Reverse Stock Split ”).”

Ernexa Therapeutics Inc. received a nasdaq deficiency notice notice regarding minimum bid price (rules 5550(a)(2), 5810(c)(3)(A)(iv)).

“March 18, 2026, Ernexa Therapeutics Inc., a Delaware corporation (the “ Company ”, “ we ”, “ us ”, or “ our ”), received a written notice (the “ Notice ”) from the Nasdaq Listing Qualifications Department of The Nasdaq Stock Market LLC (“ Nasdaq ”) indicating that the Nasdaq staff (the “ Staff ”) determined that the Company’s common stock failed to maintain a minimum bid price of $1.00 per share for 30 consecutive business days, in violation of Nasdaq Listing Rule 5550(a)(2) (the “ Rule ”). While companies are typically afforded a 180-calendar day compliance period, as specified under Nasdaq L”

Ernexa Therapeutics Inc. entered into Warrant Agent Agreement with Computershare Inc. and Computershare Trust Company, N.A. (effective 2026-02-10).

“On February 10, 2026, the Company also entered into a Warrant Agent Agreement (the “Warrant Agent Agreement”) with Computershare Inc. and Computershare Trust Company, N.A. (collectively, “Computershare”),”

Ernexa Therapeutics Inc. entered into Purchase Agreement with certain investors (effective 2026-02-06).

“In connection with the Offering, the Company also entered into a securities purchase agreement (each, a “Purchase Agreement”) with certain investors who purchased Shares, Pre-Funded Warrants and Warrants in the Offering.”

Ernexa Therapeutics Inc. entered into Placement Agency Agreement with Brookline Capital Markets, a division of Arcadia Securities, LLC (effective 2026-02-06).

“On February 6, 2026, Ernexa Therapeutics Inc., a Delaware corporation (the “Company”), entered into a placement agency agreement (the “Placement Agency Agreement”) with Brookline Capital Markets, a division of Arcadia Securities, LLC”

Ernexa Therapeutics Inc. engaged Haskell & White LLP as its auditor.

“he statements made by the Company in this Item 4.01 insofar as they relate to Grant Thornton’s audit services and engagement as the Company’s independent registered public accounting firm. Grant Thornton has furnished a letter addressed to the SEC, a copy of which is attached hereto as Exhibit 16.1. (b) Appointment of New Independent Registered Public Accounting Firm On July 1, 2025, the Company engaged Haskell & White LLP (“Haskell & White”) as the Company’s independent registered”

Ernexa Therapeutics Inc. dismissed Grant Thornton LLP as its auditor.

“ismissal of Former Independent Registered Public Accounting Firm On June 30, 2025, Ernexa Therapeutics Inc. (the “Company) dismissed Grant Thornton LLP (“Grant Thornton”) as the Company’s independent registered public accounting firm effective immediately.”

Ernexa Therapeutics Inc.: Reverse stock split of common stock at 1-for-15 ratio via certificate of amendment to Restated Certificate of Incorporation (effective 2025-06-12).

“Effective June 12, 2025, Ernexa Therapeutics Inc. (the “Company”), filed a certificate of amendment to the Company’s Restated Certificate of Incorporation, as amended (the “Amended COI”) with the Secretary of State of Delaware to effect a reverse stock split of the Company’s common stock, at a ratio of 1-for-15.”

Ernexa Therapeutics Inc.: Allowed stockholder action by written consent in addition to meetings (effective 2025-06-02).

“Additionally, effectively June 2, 2025, the Company filed a certificate of amendment to its Amended COI with the Secretary of State of Delaware to allow for action required or permitted to be taken by stockholders of the Company to be effected by written consent of such stockholders in addition to duly called annual or special meetings of such stockholders.”

Ernexa Therapeutics Inc.: Increased authorized common stock from 100,000,000 to 150,000,000 (effective 2025-06-02).

“Effective June 2, 2025, Ernexa Therapeutics Inc. (the “Company”), filed a certificate of amendment to the Company’s Restated Certificate of Incorporation, as amended (the “Amended COI”) with the Secretary of State of Delaware to increase the authorized shares of its common stock from 100,000,000 to 150,000,000.”

Ernexa Therapeutics Inc.: Adopted amended and restated bylaws solely to reflect the name change to Ernexa Therapeutics Inc (effective 2025-03-26).

“effective March 26, 2025, the Company adopted amended and restated bylaws solely to reflect the Name Change.”

Ernexa Therapeutics Inc.: Amended Restated Certificate of Incorporation to change company name to Ernexa Therapeutics Inc (effective 2025-03-26).

“effective March 26, 2025, Ernexa Therapeutics Inc. (formerly known as Eterna Therapeutics Inc.) (the “ Company ”), filed an amendment to the Company’s Restated Certificate of Incorporation, as amended with the Secretary of State of Delaware, to change the Company’s name to Ernexa Therapeutics Inc.”

Ernexa Therapeutics Inc. incurred loan of $750,000 with Charles Cherington at 5.0% per annum maturing earliest of (a) June 15, 2025, (b) the first business day on which the Company has received aggregate proceeds of greater than $5 million... (c) the date on whi.

“On March 20, 2025, Eterna Therapeutics Inc. (the “Company”) issued a promissory note with an aggregate principal amount of $750,000 (the “Promissory Note”) to Charles Cherington.”

Ernexa Therapeutics Inc. incurred loan of $1,500,000 with Charles Cherington at 5.0% per annum maturing earliest of (a) June 15, 2025, (b) the first business day on which the Company has received aggregate proceeds of greater than $5 million ... and (c) the date o.

“On March 11, 2025, Eterna Therapeutics Inc. (the “Company”) issued a promissory note with an aggregate principal amount of $1,500,000 (the “Promissory Note”) to Charles Cherington.”

Ernexa Therapeutics Inc. received a nasdaq deficiency notice notice regarding market value (rules 5550(b)(2), 5810(c)(3)(C)).

“January 6, 2025, Eterna Therapeutics Inc. (the “Company”) received a notice (the “Notice”) from the Listing Qualifications Staff (“Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”) indicating that for the last 35 consecutive business days, the Company’s Market Value of Listed Securities (“MVLS”) was below the minimum of $35 million required for continued listing on the Nasdaq Capital Market pursuant to Nasdaq Listing Rule 5550(b)(2) (the “Market Value Standard”). Nasdaq Listing Rule 5810(c)(3)(C) provides a compliance period of 180 calendar days, or until July 7, 2025, in which to regain compl”

Ernexa Therapeutics Inc. received a nasdaq deficiency notice notice regarding market value (rules 5550(b)(2)).

“January 6, 2025, Eterna Therapeutics Inc. (the “Company”) received a notice (the “Notice”) from the Listing Qualifications Staff (“Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”) indicating that for the last 35 consecu”

Elena Ratner was appointed as Director at Ernexa Therapeutics Inc..

“On January 6, 2025, upon the recommendation of its Nominating and Corporate Governance Committee, the Board appointed Dr. Elena Ratner to the Board effective January 7, 2025.”

Dorothy Clarke resigned as Director at Ernexa Therapeutics Inc..

“On January 3, 2025, Dorothy Clarke submitted her resignation from the Board of Directors (the “ Board ”) of the Company, effective at 11:59 p.m. Eastern Time on January 6, 2025.”

Ernexa Therapeutics Inc. received a nasdaq deficiency notice notice regarding minimum bid price (rules 5550(a)(2)).

“December 30, 2024, Eterna Therapeutics Inc. (the “Company”) received a notice (the “Notice”) from the Listing Qualifications Staff (“Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”) indicating that, based upon the closi”

Peter Cicala was appointed as Director at Ernexa Therapeutics Inc..

“On February 12, 2024, and effective as of that date, upon the recommendation of its Nominating and Corporate Governance Committee, the Board of Directors (the “Board”) of Eterna Therapeutics Inc. (the “Company”) appointed Mr. Peter Cicala to the Board.”

Ernexa Therapeutics Inc. received a nasdaq deficiency notice notice regarding board independence (rules 5605).

“January 17, 2024, Eterna Therapeutics Inc. (the “Company”) received a notice (the “Notice”) from the Listing Qualifications Staff (“Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”) stating that, due to the appointment of Dorothy Clarke as the Company’s General Counsel, Ms. Clarke’s subsequent resignation from the committees of the Company’s Board of Directors (the “Board”) and the appointment of Sanjeev Luther as a member of the Board, the Company no longer complies with Nasdaq’s majority independent board and independent audit committee requirements as set forth in Nasdaq Listing Rule 5605”

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.

“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”

Ernexa Therapeutics Inc. entered into Registration Rights Agreement with certain accredited investors (effective 2023-12-14).

“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”

Ernexa Therapeutics Inc. entered into Warrants with certain accredited investors (effective 2023-12-14).

“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”).”

Ernexa Therapeutics Inc. entered into Notes with certain accredited investors valued at aggregate principal amount of $9,193,000 (effective 2023-12-14).

“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”

Ernexa Therapeutics Inc. entered into Purchase Agreement with certain accredited investors (effective 2023-12-14).

“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”

Sanjeev Luther was appointed as President and Chief Executive Officer at Ernexa Therapeutics Inc..

“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,”

Matthew Angel resigned as President and Chief Executive Officer at Ernexa Therapeutics Inc..

“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.”

Ernexa Therapeutics Inc. incurred loan of $1,500,000 with Charles Cherington at 6.0% per annum maturing January 8, 2024.

“On December 8, 2023, Eterna Therapeutics Inc. (the “Company”) issued a 6.0% promissory note with an aggregate principal amount of $1,500,000 (the “Promissory Note”) to Charles Cherington.”

Ernexa Therapeutics Inc. entered into Exclusive Amended and Restated License Agreement with Factor Bioscience Limited (effective 2023-11-14).

“On November 14 , 2023, Eterna Therapeutics Inc., a Delaware corporation (the “Company”), entered into an Exclusive Amended and Restated License Agreement (the “A&R Agreement”) with Factor Bioscience Limited (“Factor”) to replace in its entirety the Exclusive License Agreement dated February 20, 2023”

Dr. James Bristol was appointed as director at Ernexa Therapeutics Inc..

“On October 30, 2023, the Board of Directors (the “Board”) of Eterna Therapeutics Inc. (the “Company”) appointed Dr. James Bristol as a director, effective on October 30, 2023.”

Ernexa Therapeutics Inc. received a nasdaq deficiency notice notice regarding audit committee (rules 5605, 5605(c)(4)).

“October 3, 2023, Eterna Therapeutics Inc. (the “Company”) received a notice (the “Notice”) from the Listing Qualifications Staff (“Staff”) of The Nasdaq Stock Market LLC (the “Nasdaq”) stating that, as a result of the previously disclosed resignations of Mr. Brant C. Binder and Dr. Richard W. Wagner from the Company’s board of directors and audit committee, the Company is no longer in compliance with Nasdaq Listing Rule 5605, which, in relevant part, requires the audit committee to consist of at least three members, each of whom must be an independent director under the Nasdaq Listing Rules”

Gregory Fiore resigned as Director at Ernexa Therapeutics Inc..

“O n October 4, 2023 Gregory Fiore resigned from the Company’s board of directors.”

Dorothy J. Clarke was appointed as director at Ernexa Therapeutics Inc..

“On August 28, 2023, the Board of Directors (the “Board”) of Eterna Therapeutics Inc. (the “Company”) appointed Ms. Dorothy J. Clarke as a director, effective on August 28, 2023.”

Richard W. Wagner resigned as Director at Ernexa Therapeutics Inc..

“On August 8, 2023, Mr. Brant C. Binder and Dr. Richard W. Wagner resigned from the Board”

Brant C. Binder resigned as Director at Ernexa Therapeutics Inc..

“On August 8, 2023, Mr. Brant C. Binder and Dr. Richard W. Wagner resigned from the Board”

Matthew Angel was appointed as President and Chief Executive Officer at Ernexa Therapeutics Inc..

“the Board reappointed Dr. Angel as the Company’s President and Chief Executive Officer”

Matthew Angel resigned as President and Chief Executive Officer at Ernexa Therapeutics Inc..

“On August 4, 2023, Dr. Matthew Angel resigned from the Board and as the Company’s President and Chief Executive Officer”

Ernexa Therapeutics Inc. entered into Registration Rights Agreement with certain investors (effective 2023-07-13).

“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.”

Ernexa Therapeutics Inc. entered into Securities Purchase Agreement with certain investors valued at $8,715,000 (effective 2023-07-13).

“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 ”).”

Ernexa Therapeutics Inc. amended Exclusive License Agreement with Factor Bioscience Limited (effective 2023-07-12).

“On July 12, 2023, the Company and Factor entered into an amendment to the Exclusive License Agreement (the “ Amendment ”), pursuant to which, among other things, the Exclusive License Agreement has been amended to (i) expand the field of use of the Factor Patents to include veterinary uses, (ii) provide that the initial term of the Exclusive License Agreement, which expires on November 22, 2027, will automatically extend for a period of five years (increased from two-and-a-half years) if the Company pays to Factor at least $6.0 million, which may be composed of the fees received by the Company from sublicenses to the Factor Patents (“ Sublicense Fees ”), other cash on hand, or a combination thereof, (iii) reduce the amount of Sublicense Fees payable by the Company to Factor during the foregoing renewal term from 30% to 20%, (iv) eliminate Factor’s termination rights with respect to Factor Patents that are not sublicensed, or for which an opportunity has not been identified, in each cas”

Richard W. Wagner was appointed as Director at Ernexa Therapeutics Inc..

“On July 6, 2023, the Board appointed Mr. Brant C. Binder and Dr. Richard W. Wagner as directors, with effect immediately following the effectiveness of the resignations of Messrs. Singer and Cherington, to fill the vacancies on the Board created thereby.”

Brant C. Binder was appointed as Director at Ernexa Therapeutics Inc..

“On July 6, 2023, the Board appointed Mr. Brant C. Binder and Dr. Richard W. Wagner as directors, with effect immediately following the effectiveness of the resignations of Messrs. Singer and Cherington, to fill the vacancies on the Board created thereby.”

Charles Cherington resigned as Director at Ernexa Therapeutics Inc..

“On July 6, 2023 Nicholas Singer and Charles Cherington resigned from the Board of Directors (the “ Board ”) of Eterna Therapeutics Inc., a Delaware corporation (the “ Company ”).”

Nicholas Singer resigned as Director at Ernexa Therapeutics Inc..

“On July 6, 2023 Nicholas Singer and Charles Cherington resigned from the Board of Directors (the “ Board ”) of Eterna Therapeutics Inc., a Delaware corporation (the “ Company ”).”

Ernexa Therapeutics Inc. shareholders approved Approval of an amendment to the Company's Restated 2020 Stock Incentive Plan to increase the number of shares reserved for issuance from 680,599 shares to 980,599 shares at the 2023-06-16 meeting.

“Proposal 4 : Approval of an amendment to the Company’s Restated 2020 Stock Incentive Plan to increase the number of shares reserved for issuance from 680,599 shares to 980,599 shares : Votes For Votes Against Abstentions Broker Non-Votes 2,615,319 160,415 4,726 769,743”

Ernexa Therapeutics Inc. shareholders approved Approval, for purposes of complying with Nasdaq Listing Rule 5635(d), to potentially issuance and sell more than 20% of the Company's outstanding common stock pursuant to its purchase agreement with Lincoln Park Capital, LLC at the 2023-06-16 meeting.

“Proposal 3 : Approval, for purposes of complying with Nasdaq Listing Rule 5635(d), to potentially issuance and sell more than 20% of the Company’s outstanding common stock pursuant to its purchase agreement with Lincoln Park Capital, LLC : Votes For Votes Against Abstentions Broker Non-Votes 2,751,635 26,798 2,027 769,743”

Ernexa Therapeutics Inc. shareholders approved Ratification of the appointment of Grant Thornton LLP as the Company's independent registered public accounting firm for the 2023 fiscal year at the 2023-06-16 meeting.

“Proposal 2 : Ratification of the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for the 2023 fiscal year: Votes For Votes Against Abstentions Broker Non-Votes 3,520,765 23,287 6,151 —”

Ernexa Therapeutics Inc. shareholders approved Election of five directors to the Board of Directors of the Company to hold office until the Company's 2024 Annual Meeting of Stockholders or until their respective successors are elected and qualified at the 2023-06-16 meeting.

“Proposal 1 : Election of five directors to the Board of Directors of the Company to hold office until the Company’s 2024 Annual Meeting of Stockholders or until their respective successors are elected and qualified: Director Votes For Votes Withheld Broker Non-Votes Charles Cherington 2,731,140 49,320 769,743 Matthew Angel 2,761,115 19,345 769,743 Gregory Fiore 2,687,900 92,560 769,743 William Wexler 2,746,291 34,169 769,743 Nicholas J. Singer 2,757,575 22,885 769,743”

Sandra Gurrola was appointed as principal financial officer at Ernexa Therapeutics Inc..

“appointed Sandra Gurrola, the Company’s current Vice President, Finance (and principal accounting officer), as the Company’s principal financial officer, which appointment became effective on May 5, 2023.”