Form 4 for ERNA Ernexa Therapeutics Inc.
Accepted 2024-11-05 00:00:00 ET · period of report 2024-09-23 · accession 0001104659-24-114222 · SEC index · Original document
Summary rows
Aggregated the way they appear in lists: one row per insider, transaction code and security table.
| X | Filed | Traded | Ticker | Insider | Title | Type | Price | Qty | Owned | ΔOwn | Value |
|---|---|---|---|---|---|---|---|---|---|---|---|
| DM | 2024-11-05 | 2024-10-29 | ERNA | Cherington Charles | 10% | P - Purchase | — | +13.25M | 818.2K | New | — |
| D | 2024-11-05 | 2024-10-29 | ERNA | Cherington Charles | 10% | C - Cnv Deriv | $0.5 | +2.82M | 16.63M | +20% | +$1.41M |
| DM | 2024-11-05 | 2024-10-29 | ERNA | Cherington Charles | 10% | S - Sale | — | 0 | 0 | New | — |
| D | 2024-11-05 | 2024-10-29 | ERNA | Cherington Charles | 10% | C - Cnv Deriv | — | 0 | 0 | New | — |
| DM | 2024-11-05 | 2024-09-23+ | ERNA | Cherington Charles | 10% | P - Purchase | $1,368,626.00 | +6.29M | 2.39M | New | +$8612.55B |
Purchase Sale Sale after option exercise All abbreviations
Every reported transaction
| # | Table | Security | Date | Code | A/D | Shares | Price | Owned after | Own | Exercise / expiry | Underlying | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 1 | Common | Common Stock | 2024-10-29 | P | A | 1,562,988 | — | 13,808,577 | D | — | — | (F7) Shares issued pursuant to the Exchange Agreement in exchange for all of the reporting person's warrants to purchase shares of Common Stock at an exercise price of $1.43 per share with an expiration date of December 15, 2028. (F2) (ii) exchange all their convertible notes for shares of Common Stock at an exchange ratio equal to (A) the sum expressed in U.S. dollars of (1) the principal amount of the applicable convertible note, plus (2) all accrued and unpaid interest thereon through the date the applicable convertible note is exchanged plus (3) all interest that would have accrued through, but not including, the maturity date of applicable convertible note if it was outstanding from the date such convertible note is exchanged through its maturity date, divided by (B) $1.00 (rounded up to the nearest whole number) (collective, the "Exchange Transactions"). Consummation of the Exchange Transactions was conditioned upon the Issuer obtaining Stockholder Approval (as defined in the Exchange Agreement), which occurred on October 29, 2024. (F1) The reporting person entered into an Exchange Agreement with the Issuer on September 24, 2024 (the "Exchange Agreement"), pursuant to which the reporting person agreed to (i) exchange all their warrants to purchase shares of the Issuer's common stock, par value $0.005 per share ("Common Stock") at an exchange ratio of 0.5 of a share of Common Stock for every one share of Common Stock issuable upon exercise of the applicable warrant (rounded up to the nearest whole number), and |
| 2 | Common | Common Stock | 2024-10-29 | C | A | 2,819,546 | $0.5 | 16,628,123 | D | — | — | (F8) Shares issued as a result the conversion of the Issuer's 12.0% Senior Convertible Notes due September 24, 2025 (the "September Notes") consisting of (i) 2,737,252 shares of Common Stock issued upon conversion of the principal amount of the September Notes and (ii) 82,294 shares issued upon conversion of the interest accrued on the September Notes. |
| 3 | Common | Common Stock | 2024-10-29 | P | A | 4,768,783 | — | 5,587,004 | D | — | — | (F2) (ii) exchange all their convertible notes for shares of Common Stock at an exchange ratio equal to (A) the sum expressed in U.S. dollars of (1) the principal amount of the applicable convertible note, plus (2) all accrued and unpaid interest thereon through the date the applicable convertible note is exchanged plus (3) all interest that would have accrued through, but not including, the maturity date of applicable convertible note if it was outstanding from the date such convertible note is exchanged through its maturity date, divided by (B) $1.00 (rounded up to the nearest whole number) (collective, the "Exchange Transactions"). Consummation of the Exchange Transactions was conditioned upon the Issuer obtaining Stockholder Approval (as defined in the Exchange Agreement), which occurred on October 29, 2024. (F1) The reporting person entered into an Exchange Agreement with the Issuer on September 24, 2024 (the "Exchange Agreement"), pursuant to which the reporting person agreed to (i) exchange all their warrants to purchase shares of the Issuer's common stock, par value $0.005 per share ("Common Stock") at an exchange ratio of 0.5 of a share of Common Stock for every one share of Common Stock issuable upon exercise of the applicable warrant (rounded up to the nearest whole number), and (F4) Shares issued pursuant to the Exchange Agreement in exchange for all of the reporting person's 6.0% Senior Convertible Promissory Notes due 2028 in the aggregate principal amount of $3,300,000 plus applicable interest. |
| 4 | Common | Common Stock | 2024-10-29 | P | A | 1,237,762 | — | 6,824,766 | D | — | — | (F2) (ii) exchange all their convertible notes for shares of Common Stock at an exchange ratio equal to (A) the sum expressed in U.S. dollars of (1) the principal amount of the applicable convertible note, plus (2) all accrued and unpaid interest thereon through the date the applicable convertible note is exchanged plus (3) all interest that would have accrued through, but not including, the maturity date of applicable convertible note if it was outstanding from the date such convertible note is exchanged through its maturity date, divided by (B) $1.00 (rounded up to the nearest whole number) (collective, the "Exchange Transactions"). Consummation of the Exchange Transactions was conditioned upon the Issuer obtaining Stockholder Approval (as defined in the Exchange Agreement), which occurred on October 29, 2024. (F1) The reporting person entered into an Exchange Agreement with the Issuer on September 24, 2024 (the "Exchange Agreement"), pursuant to which the reporting person agreed to (i) exchange all their warrants to purchase shares of the Issuer's common stock, par value $0.005 per share ("Common Stock") at an exchange ratio of 0.5 of a share of Common Stock for every one share of Common Stock issuable upon exercise of the applicable warrant (rounded up to the nearest whole number), and (F5) Shares issued pursuant to the Exchange Agreement in exchange for all of the reporting person's warrants to purchase shares of Common Stock at an exercise price of $1.43 per share with an expiration date of July 14, 2028. |
| 5 | Common | Common Stock | 2024-10-29 | P | A | 5,420,823 | — | 12,245,589 | D | — | — | (F6) Shares issued pursuant to the Exchange Agreement in exchange for all of the reporting person's 12.0% Senior Convertible Notes due December 12, 2028 in the aggregate principal amount of $3,000,000 plus applicable interest. (F2) (ii) exchange all their convertible notes for shares of Common Stock at an exchange ratio equal to (A) the sum expressed in U.S. dollars of (1) the principal amount of the applicable convertible note, plus (2) all accrued and unpaid interest thereon through the date the applicable convertible note is exchanged plus (3) all interest that would have accrued through, but not including, the maturity date of applicable convertible note if it was outstanding from the date such convertible note is exchanged through its maturity date, divided by (B) $1.00 (rounded up to the nearest whole number) (collective, the "Exchange Transactions"). Consummation of the Exchange Transactions was conditioned upon the Issuer obtaining Stockholder Approval (as defined in the Exchange Agreement), which occurred on October 29, 2024. (F1) The reporting person entered into an Exchange Agreement with the Issuer on September 24, 2024 (the "Exchange Agreement"), pursuant to which the reporting person agreed to (i) exchange all their warrants to purchase shares of the Issuer's common stock, par value $0.005 per share ("Common Stock") at an exchange ratio of 0.5 of a share of Common Stock for every one share of Common Stock issuable upon exercise of the applicable warrant (rounded up to the nearest whole number), and |
| 6 | Common | Common Stock | 2024-10-29 | P | A | 261,756 | — | 818,221 | D | — | — | (F3) Shares issued pursuant to the Exchange Agreement in exchange for all of the reporting person's warrants to purchase shares of Common Stock at an exercise price of $1.43 per share with an expiration date of June 2, 2028. (F2) (ii) exchange all their convertible notes for shares of Common Stock at an exchange ratio equal to (A) the sum expressed in U.S. dollars of (1) the principal amount of the applicable convertible note, plus (2) all accrued and unpaid interest thereon through the date the applicable convertible note is exchanged plus (3) all interest that would have accrued through, but not including, the maturity date of applicable convertible note if it was outstanding from the date such convertible note is exchanged through its maturity date, divided by (B) $1.00 (rounded up to the nearest whole number) (collective, the "Exchange Transactions"). Consummation of the Exchange Transactions was conditioned upon the Issuer obtaining Stockholder Approval (as defined in the Exchange Agreement), which occurred on October 29, 2024. (F1) The reporting person entered into an Exchange Agreement with the Issuer on September 24, 2024 (the "Exchange Agreement"), pursuant to which the reporting person agreed to (i) exchange all their warrants to purchase shares of the Issuer's common stock, par value $0.005 per share ("Common Stock") at an exchange ratio of 0.5 of a share of Common Stock for every one share of Common Stock issuable upon exercise of the applicable warrant (rounded up to the nearest whole number), and |
| 7 | Derivative | Warrants (right to buy) | 2024-10-29 | S | D | — | — | — | D | $1.43 · 2023-12-14 to 2028-06-02 | 523,512 Common Stock | (F2) (ii) exchange all their convertible notes for shares of Common Stock at an exchange ratio equal to (A) the sum expressed in U.S. dollars of (1) the principal amount of the applicable convertible note, plus (2) all accrued and unpaid interest thereon through the date the applicable convertible note is exchanged plus (3) all interest that would have accrued through, but not including, the maturity date of applicable convertible note if it was outstanding from the date such convertible note is exchanged through its maturity date, divided by (B) $1.00 (rounded up to the nearest whole number) (collective, the "Exchange Transactions"). Consummation of the Exchange Transactions was conditioned upon the Issuer obtaining Stockholder Approval (as defined in the Exchange Agreement), which occurred on October 29, 2024. (F1) The reporting person entered into an Exchange Agreement with the Issuer on September 24, 2024 (the "Exchange Agreement"), pursuant to which the reporting person agreed to (i) exchange all their warrants to purchase shares of the Issuer's common stock, par value $0.005 per share ("Common Stock") at an exchange ratio of 0.5 of a share of Common Stock for every one share of Common Stock issuable upon exercise of the applicable warrant (rounded up to the nearest whole number), and |
| 8 | Derivative | Warrants (right to buy) | 2024-10-29 | S | D | — | — | — | D | $1.43 · 2023-12-14 to 2028-07-14 | 2,475,524 Common Stock | (F2) (ii) exchange all their convertible notes for shares of Common Stock at an exchange ratio equal to (A) the sum expressed in U.S. dollars of (1) the principal amount of the applicable convertible note, plus (2) all accrued and unpaid interest thereon through the date the applicable convertible note is exchanged plus (3) all interest that would have accrued through, but not including, the maturity date of applicable convertible note if it was outstanding from the date such convertible note is exchanged through its maturity date, divided by (B) $1.00 (rounded up to the nearest whole number) (collective, the "Exchange Transactions"). Consummation of the Exchange Transactions was conditioned upon the Issuer obtaining Stockholder Approval (as defined in the Exchange Agreement), which occurred on October 29, 2024. (F1) The reporting person entered into an Exchange Agreement with the Issuer on September 24, 2024 (the "Exchange Agreement"), pursuant to which the reporting person agreed to (i) exchange all their warrants to purchase shares of the Issuer's common stock, par value $0.005 per share ("Common Stock") at an exchange ratio of 0.5 of a share of Common Stock for every one share of Common Stock issuable upon exercise of the applicable warrant (rounded up to the nearest whole number), and |
| 9 | Derivative | Warrants (right to buy) | 2024-10-29 | S | D | — | — | — | D | $1.43 · 2023-12-15 to 2028-12-15 | 3,125,976 Common Stock | (F2) (ii) exchange all their convertible notes for shares of Common Stock at an exchange ratio equal to (A) the sum expressed in U.S. dollars of (1) the principal amount of the applicable convertible note, plus (2) all accrued and unpaid interest thereon through the date the applicable convertible note is exchanged plus (3) all interest that would have accrued through, but not including, the maturity date of applicable convertible note if it was outstanding from the date such convertible note is exchanged through its maturity date, divided by (B) $1.00 (rounded up to the nearest whole number) (collective, the "Exchange Transactions"). Consummation of the Exchange Transactions was conditioned upon the Issuer obtaining Stockholder Approval (as defined in the Exchange Agreement), which occurred on October 29, 2024. (F1) The reporting person entered into an Exchange Agreement with the Issuer on September 24, 2024 (the "Exchange Agreement"), pursuant to which the reporting person agreed to (i) exchange all their warrants to purchase shares of the Issuer's common stock, par value $0.005 per share ("Common Stock") at an exchange ratio of 0.5 of a share of Common Stock for every one share of Common Stock issuable upon exercise of the applicable warrant (rounded up to the nearest whole number), and |
| 10 | Derivative | 12.0% Senior Convertible Notes due December 12, 2028 | 2024-10-29 | S | D | — | — | 0 | D | $1.92 · 2012-12-15 to 2028-12-15 | 3,125,976 Common Stock | (F2) (ii) exchange all their convertible notes for shares of Common Stock at an exchange ratio equal to (A) the sum expressed in U.S. dollars of (1) the principal amount of the applicable convertible note, plus (2) all accrued and unpaid interest thereon through the date the applicable convertible note is exchanged plus (3) all interest that would have accrued through, but not including, the maturity date of applicable convertible note if it was outstanding from the date such convertible note is exchanged through its maturity date, divided by (B) $1.00 (rounded up to the nearest whole number) (collective, the "Exchange Transactions"). Consummation of the Exchange Transactions was conditioned upon the Issuer obtaining Stockholder Approval (as defined in the Exchange Agreement), which occurred on October 29, 2024. (F1) The reporting person entered into an Exchange Agreement with the Issuer on September 24, 2024 (the "Exchange Agreement"), pursuant to which the reporting person agreed to (i) exchange all their warrants to purchase shares of the Issuer's common stock, par value $0.005 per share ("Common Stock") at an exchange ratio of 0.5 of a share of Common Stock for every one share of Common Stock issuable upon exercise of the applicable warrant (rounded up to the nearest whole number), and |
| 11 | Derivative | 12.0% Senior Convertible Notes due September 24, 2025 | 2024-10-29 | C | D | — | $0.00 | 0 | D | $0.5 · — to 2025-09-24 | 2,737,252 Common Stock | (F12) The Notes are automatically converted into shares of Common Stock upon the obtaining of Stockholder Approval (as defined in the Notes) and cannot be converted into Common Stock prior to obtaining Stockholder Approval. |
| 12 | Derivative | 12.0% Senior Convertible Notes due September 24, 2025 | 2024-09-24 | P | A | 3,125,976 | $1,368,626.00 | 0 | D | $0.5 · — to 2025-09-24 | 2,737,252 Common Stock | (F11) The reporting person entered into a Note Purchase Agreement with the Issuer on September 24, 2024, pursuant to which the reporting person acquired $1,368,626 principal amount of September Notes. (F12) The Notes are automatically converted into shares of Common Stock upon the obtaining of Stockholder Approval (as defined in the Notes) and cannot be converted into Common Stock prior to obtaining Stockholder Approval. |
| 13 | Derivative | Warrants (right to buy) | 2024-09-23 | P | A | 2,475,524 | — | 0 | D | $1.43 · 2023-12-14 to 2028-07-14 | 83,916 Common Stock | (F10) On September 23, 2024, the reporting person agreed to forgive a personal loan for $50,000 to a second investor (separate from the investor referenced in footnote 9) in the Issuer's July 2023 private placement in exchange for all of such invetsor's warrants to purchase shares of Common Stock and 6.0% Senior Convertible Promissory Notes due 2028. |
| 14 | Derivative | 6.0% Senior Convertible Promissory Notes due 2028 | 2024-09-23 | P | A | 523,512 | — | 0 | D | $2.86 · 2023-07-14 to 2028-07-14 | 41,958 Common Stock | (F10) On September 23, 2024, the reporting person agreed to forgive a personal loan for $50,000 to a second investor (separate from the investor referenced in footnote 9) in the Issuer's July 2023 private placement in exchange for all of such invetsor's warrants to purchase shares of Common Stock and 6.0% Senior Convertible Promissory Notes due 2028. |
| 15 | Derivative | Warrants (right to buy) | 2024-09-23 | P | A | 83,916 | — | 2,475,524 | D | $1.43 · 2023-12-14 to 2028-07-14 | 83,916 Common Stock | (F9) On September 23, 2024, the reporting person agreed to forgive a personal loan to an investor in the Issuer's July 2023 private placement for $50,000 in exchange for all of such investor's warrants to purchase shares of Common Stock and 6.0% Senior Convertible Promissory Notes due 2028. |
| 16 | Derivative | 6.0% Senior Convertible Promissory Notes due 2028 | 2024-09-23 | P | A | 83,916 | — | 2,391,608 | D | $2.86 · 2023-07-14 to 2028-07-14 | 41,958 Common Stock | (F9) On September 23, 2024, the reporting person agreed to forgive a personal loan to an investor in the Issuer's July 2023 private placement for $50,000 in exchange for all of such investor's warrants to purchase shares of Common Stock and 6.0% Senior Convertible Promissory Notes due 2028. |
| 17 | Derivative | 6.0% Senior Convertible Promissory Notes due 2028 | 2024-10-29 | S | D | — | — | 0 | D | $2.86 · 2023-07-14 to 2028-07-14 | 1,237,762 Common Stock | (F2) (ii) exchange all their convertible notes for shares of Common Stock at an exchange ratio equal to (A) the sum expressed in U.S. dollars of (1) the principal amount of the applicable convertible note, plus (2) all accrued and unpaid interest thereon through the date the applicable convertible note is exchanged plus (3) all interest that would have accrued through, but not including, the maturity date of applicable convertible note if it was outstanding from the date such convertible note is exchanged through its maturity date, divided by (B) $1.00 (rounded up to the nearest whole number) (collective, the "Exchange Transactions"). Consummation of the Exchange Transactions was conditioned upon the Issuer obtaining Stockholder Approval (as defined in the Exchange Agreement), which occurred on October 29, 2024. (F1) The reporting person entered into an Exchange Agreement with the Issuer on September 24, 2024 (the "Exchange Agreement"), pursuant to which the reporting person agreed to (i) exchange all their warrants to purchase shares of the Issuer's common stock, par value $0.005 per share ("Common Stock") at an exchange ratio of 0.5 of a share of Common Stock for every one share of Common Stock issuable upon exercise of the applicable warrant (rounded up to the nearest whole number), and |