Form SCHEDULE 13G/A Ernexa Therapeutics Inc. Filed by: HALPERN JOHN D
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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(Amendment No. 6)*
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Ernexa Therapeutics Inc. (Name of Issuer) |
Common Stock, par value $0.005 per share (Title of Class of Securities) |
(CUSIP Number) |
02/10/2026 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
| Rule 13d-1(b) |
| Rule 13d-1(c) |
| Rule 13d-1(d) |
SCHEDULE 13G
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| CUSIP No. |
| 1 | Names of Reporting Persons
John D. Halpern | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
66,751.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
5.6 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: John D. Halpern and Katherine H. Halpern are trustees of the John D. Halpern Revocable Trust (the "Trust"). By virtue of this relationship, Mr. Halpern may be deemed to share beneficial ownership of the securities held of record by the Trust.
The number of shares of Common Stock owned by the Reporting Person reflects Ernexa Therapeutics Inc.'s (the "Issuer") 1-for-15 reverse stock split of its outstanding shares of common stock, par value $0.005 per share (the "Common Stock") that was effected on June 10, 2025 and the Issuer's 1-for-25 reverse stock split of its outstanding shares of Common Stock that was effected on May 4, 2026 (collectively, the "Reverse Stock Splits"), each as reported.
Rows 6, 8, and 9 consist of (i) 46,445 shares of Common Stock of the Issuer held by the Trust, (ii) 306 shares of Common Stock issuable upon the exercise of pre-funded warrants to purchase 306 shares of Common Stock at an exercise price of $1.8750 per share (the "Pre-funded Warrants") and (iii) 20,000 shares of Common Stock issuable upon the exercise of warrants to purchase 20,000 shares of Common Stock at an exercise price of $17.00 per share (the "Common Warrants" and together with the Pre-funded Warrants, the "Warrants").
Row 11 is calculated based on an aggregate of 1,186,639 shares of Common Stock of the Issuer outstanding, which is calculated by adding (i) 1,166,333 shares of Common Stock of the Issuer outstanding as of May 8, 2026, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on May 11, 2026, and (ii) 20,306 shares of Common Stock of the Issuer issuable to the Reporting Person upon exercise of the Warrants within 60 days, and which, for (ii), is deemed outstanding pursuant to Rule 13d-3(d)(1)(i).
This Amendment No. 6 to Schedule 13G amends the Schedule 13G filed by the Reporting Persons named therein on May 15, 2025, as amended and supplemented to date.
SCHEDULE 13G
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| CUSIP No. |
| 1 | Names of Reporting Persons
Katherine H. Halpern | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
66,751.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
5.6 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
As noted above, John D. Halpern and Katherine H. Halpern are trustees of the Trust. By virtue of this relationship, Ms. Halpern may be deemed to share beneficial ownership of the securities held of record by the Trust.
The number of shares of Common Stock owned by the Reporting Person reflects the Reverse Stock Splits, as reported.
Rows 6, 8, and 9 are based on (i) 46,445 shares of Common Stock of the Issuer held by the Trust, (ii) 306 shares of Common Stock issuable upon the exercise of Pre-funded Warrants, and (iii) 20,000 shares of Common Stock issuable upon the exercise of the Common Warrants.
Row 11 is calculated based on an aggregate of 1,186,639 shares of Common Stock of the Issuer outstanding, which is calculated by adding (i) 1,166,333 shares of Common Stock of the Issuer outstanding as of May 8, 2026, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on May 11, 2026, and (ii) 20,306 shares of Common Stock of the Issuer issuable to the Reporting Person upon exercise of the Warrants within 60 days, and which, for (ii), is deemed outstanding pursuant to Rule 13d-3(d)(1)(i).
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
Ernexa Therapeutics Inc. | |
| (b) | Address of issuer's principal executive offices:
1035 Cambridge Street, Suite 18A, Cambridge, MA 02141 | |
| Item 2. | ||
| (a) | Name of person filing:
John D. Halpern
Katherine H. Halpern | |
| (b) | Address or principal business office or, if none, residence:
P.O. Box 540 Portsmouth, New Hampshire 03802 | |
| (c) | Citizenship:
United States | |
| (d) | Title of class of securities:
Common Stock, par value $0.005 per share | |
| (e) | CUSIP No.:
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| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o); | |
| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); | |
| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); | |
| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); | |
| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E); | |
| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F); | |
| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); | |
| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); | |
| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); | |
| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K). | |
| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
See Row 9 of cover page for each Reporting Person. | |
| (b) | Percent of class:
See Row 11 of cover page for each Reporting Person. %
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| (c) | Number of shares as to which the person has:
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| (i) Sole power to vote or to direct the vote:
See Row 5 of cover page for each Reporting Person. | ||
| (ii) Shared power to vote or to direct the vote:
See Row 6 of cover page for each Reporting Person. | ||
| (iii) Sole power to dispose or to direct the disposition of:
See Row 7 of cover page for each Reporting Person. | ||
| (iv) Shared power to dispose or to direct the disposition of:
See Row 8 of cover page for each Reporting Person. | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11. |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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