SCHEDULE 13G/A: Freebird Entities Disclose 9.9% Stake in Ernexa Therapeutics, Future Share Issuance Pending Shareholder Vote

Freebird Partners LP, Freebird Investments LLC, and Curtis W. Huff have jointly disclosed a 9.9% beneficial ownership stake in Ernexa Therapeutics Inc., with additional shares pending shareholder approval.

Summary

• Freebird Partners LP, Freebird Investments LLC, and Curtis W. Huff (collectively, the "Reporting Persons") have filed an Amendment No. 4 to Schedule 13G, disclosing their beneficial ownership in Ernexa Therapeutics Inc.
• The Reporting Persons collectively beneficially own 6,211,530 shares of Ernexa Therapeutics Inc. Common Stock, representing 9.9% of the outstanding class.
• This ownership includes 6,211,520 shares of Common Stock held by Freebird Partners and 10 Warrant Shares issuable upon exercise of Pre-Funded Common Stock Purchase Warrants at a nominal exercise price of $0.005 per share.
• A 'Blocker' provision prevents the Reporting Persons from exercising Warrants to the extent their beneficial ownership would exceed 9.99% of the outstanding Common Stock, resulting in 1,518,726 shares issuable upon warrant exercise being excluded from the current beneficial ownership calculation.
• The percentage of class is calculated based on 62,363,763 shares of Common Stock outstanding as of May 7, 2025, as reported in Ernexa Therapeutics Inc.'s Quarterly Report on Form 10-Q for the period ended March 31, 2025.
• Additional shares and shares underlying pre-funded warrants are expected to be issued to Freebird Partners pursuant to a Securities Purchase Agreement (SPA) dated March 31, 2025, contingent upon stockholder approval at the Issuer's annual meeting on June 2, 2025.
• Freebird Investments LLC serves as the general partner of Freebird Partners LP, and Curtis W. Huff is the sole member of Freebird Investments LLC, establishing shared voting and dispositive power among the Reporting Persons.

Sentiment

Score: 5

Explanation: The document is a factual disclosure of beneficial ownership and a future transaction, with no explicit positive or negative sentiment expressed. The 'blocker' provision and contingency for future issuance are factual limitations rather than negative outcomes.

Risks

• The 'Blocker' provision on the Warrants prevents the Reporting Persons from immediately exercising 1,518,726 shares, limiting their ability to increase their stake beyond 9.99% at present.
• The issuance of additional shares and pre-funded warrants under the Securities Purchase Agreement (SPA) is contingent upon receiving stockholder approval at the Issuer's annual meeting on June 2, 2025, introducing a condition to the full completion of the transaction.

Future Outlook

The document indicates a future issuance of shares and shares underlying pre-funded warrants to Freebird Partners pursuant to a Securities Purchase Agreement, which is pending stockholder approval at the Issuer's annual meeting on June 2, 2025.

Industry Context

This filing is a standard disclosure of beneficial ownership by a significant investor group, indicating a substantial stake in Ernexa Therapeutics Inc. It does not provide broader industry trends or competitive analysis.

Related Party Transactions

• Freebird Investments LLC serves as the general partner of Freebird Partners LP.
• Curtis W. Huff is the sole member of Freebird Investments LLC.
• These relationships establish shared beneficial ownership among Freebird Partners LP, Freebird Investments LLC, and Curtis W. Huff, who have entered into a Joint Filing Agreement.

Stakeholder Impact

• Shareholders: The disclosure of a significant 9.9% beneficial ownership stake by Freebird entities provides transparency regarding a major investor's position. The potential future issuance of shares under the SPA, if approved, could lead to dilution for existing shareholders.
• Investors: Provides insight into the ownership structure and a significant investor's commitment to the company, as well as details on a pending capital raise.

Next Steps

• Ernexa Therapeutics Inc. will hold its annual meeting of stockholders on June 2, 2025, to seek approval for the issuance of shares and pre-funded warrants under the Securities Purchase Agreement.

Key Dates

Keywords

Ernexa Therapeutics Inc., Freebird Partners LP, Freebird Investments LLC, Curtis W. Huff, Schedule 13G, Beneficial Ownership, Common Stock, Warrants, Securities Purchase Agreement, Shareholder Approval, SEC Filing