SCHEDULE 13G: Key Investors Disclose Significant Stake in Ernexa Therapeutics, Future Share Issuance Pending Approval

Shameek Konar, Victoria Konar, and Regolith Capital Investments LP have disclosed beneficial ownership of 5.5% of Ernexa Therapeutics Inc.'s common stock, with additional shares pending stockholder approval.

Summary

• Shameek Konar, Victoria Konar, and Regolith Capital Investments LP (collectively, the "Reporting Persons") have filed a Schedule 13G, disclosing their beneficial ownership in Ernexa Therapeutics Inc. (formerly Eterna Therapeutics Inc.).
• Shameek Konar and Victoria Konar each beneficially own 3,435,304 shares of common stock, representing 5.5% of the Issuer's outstanding class.
• Regolith Capital Investments LP beneficially owns 3,343,192 shares of common stock, representing 5.4% of the Issuer's outstanding class.
• The reported shares include 3,343,192 shares owned by Regolith Capital Investments LP and 92,112 shares owned directly by Shameek Konar.
• Shameek Konar and Victoria Konar are the general partners of Regolith Capital Investments LP and share voting and dispositive power over the securities held by Regolith.
• The percentage of ownership is calculated based on 62,363,763 shares of common stock outstanding as of May 7, 2025, as reported in the Issuer's Quarterly Report on Form 10-Q.
• The disclosed beneficial ownership does not include additional shares that will be issued to Regolith Capital Investments LP pursuant to a Securities Purchase Agreement (SPA) dated March 31, 2025, which are contingent upon stockholder approval at the Issuer's annual meeting on June 2, 2025.

Sentiment

Score: 5

Explanation: The document is a factual disclosure of beneficial ownership, which is neutral in tone. While a significant investment can be seen positively, the filing itself does not contain subjective language or performance metrics to indicate strong positive or negative sentiment.

Positives

• A significant investment group, including Regolith Capital Investments LP and its general partners, has taken a substantial stake in Ernexa Therapeutics Inc., indicating confidence in the company.
• The Securities Purchase Agreement (SPA) referenced suggests a future capital infusion for Ernexa Therapeutics Inc. through the issuance of additional shares to Regolith, subject to stockholder approval.

Risks

• The issuance of additional shares to Regolith Capital Investments LP under the Securities Purchase Agreement is contingent on stockholder approval at the annual meeting on June 2, 2025, introducing a minor contingency.
• The future issuance of shares will result in dilution for existing shareholders, as the number of outstanding shares will increase.

Future Outlook

Additional shares of common stock will be issued to Regolith Capital Investments LP pursuant to a Securities Purchase Agreement dated March 31, 2025, following the receipt of stockholder approval at the Issuer's annual meeting of stockholders scheduled for June 2, 2025.

Industry Context

This filing is a standard disclosure of a significant passive investment stake in a publicly traded company, common in the financial markets. It reflects an investor's decision to acquire a substantial ownership percentage, which can be a signal of confidence in the company's future prospects within its industry.

Stakeholder Impact

• Shareholders: Potential dilution from the future issuance of shares under the Securities Purchase Agreement, but also the potential benefit of a new significant investor and implied capital infusion.
• Company (Ernexa Therapeutics Inc.): Will receive capital from the share issuance, subject to stockholder approval, which can be used for operations or strategic initiatives.

Next Steps

• Ernexa Therapeutics Inc. will hold its annual meeting of stockholders on June 2, 2025, to seek approval for the issuance of shares to Regolith Capital Investments LP under the Securities Purchase Agreement.

Key Dates

Keywords

Ernexa Therapeutics Inc., Eterna Therapeutics Inc., Schedule 13G, Beneficial Ownership, Shameek Konar, Victoria Konar, Regolith Capital Investments LP, Common Stock, SEC Filing, Investment, Shareholder, Capital Raise, Securities Purchase Agreement, Dilution