4/A: Ernexa Therapeutics Insider Charles Cherington Amends Form 4 to Correct Transaction Date for Exchange of Warrants and Convertible Notes
SEC Form 4/A Amendment
Charles Cherington, a director and 10% owner of Ernexa Therapeutics, filed an amended Form 4 to correct the transaction date for the exchange of warrants and convertible notes to September 24, 2024, due to the execution of support agreements that practically assured stockholder approval.
Summary
- Charles Cherington, a director and 10% owner of Ernexa Therapeutics, filed an amendment to a previously submitted Form 4.
- The amendment corrects the transaction date for the exchange of warrants and convertible notes from October 29, 2024, to September 24, 2024.
- The correction is based on the determination that stockholder approval was not a material condition for the exchange transactions because support agreements were in place.
- These support agreements, signed on September 24, 2024, covered approximately 48% of the Issuer's outstanding Common Stock.
- Cherington exchanged warrants to purchase shares of Ernexa's common stock at an exchange ratio of 0.5 shares of Common Stock for every one share of Common Stock issuable upon exercise of the applicable warrant.
- Cherington also exchanged convertible notes for shares of Common Stock based on a formula involving the principal amount, accrued interest, and interest through the maturity date, divided by $1.00.
- The exchange transactions were initially conditional upon stockholder approval, which occurred on October 29, 2024, but the effective date is now recognized as September 24, 2024.
Sentiment
Score: 7
Explanation: The document is a routine regulatory filing correcting a previous error. It doesn't contain information that would significantly impact investor sentiment, but the correction itself suggests attention to detail and compliance.
Industry Context
Form 4 filings are standard practice for reporting changes in beneficial ownership by company insiders, ensuring transparency and compliance with SEC regulations.
Related Party Transactions
- The exchange of warrants and convertible notes between the reporting person and the issuer is a related party transaction.
Stakeholder Impact
- The correction of the transaction date ensures accurate information is available to shareholders and potential investors.
Key Dates
| Date | Description |
|---|---|
| 09/24/2024 | Date of Exchange Agreement and Support Agreements |
| 09/25/2024 | Issuer's Current Report on Form 8-K filed with the SEC disclosing the support agreements |
| 10/07/2024 | Issuer's Definitive Proxy Statement filed with the SEC |
| 10/29/2024 | Stockholder Approval obtained |
| 11/05/2024 | Original Form 4 filing with incorrect transaction date |
| 05/07/2025 | Date of amended Form 4/A filing |
| 12/12/2028 | Maturity date of 12.0% Senior Convertible Notes |
Keywords
Form 4, Amendment, Beneficial Ownership, Ernexa Therapeutics, Charles Cherington, Exchange Agreement, Warrants, Convertible Notes, Stockholder Approval, Support Agreements
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