SCHEDULE: Major Shareholder Discloses 9.7% Stake in Ernexa Therapeutics

Shameek and Victoria Konar, through Regolith Capital Investments, have reported a 9.7% beneficial ownership in Ernexa Therapeutics following significant share consolidations.

Summary

• Reporting persons Shameek Konar, Victoria Konar, and Regolith Capital Investments LP hold a combined 118,342 shares of Common Stock.
• The reported ownership represents 9.7% of the company based on 1,214,333 total shares outstanding.
• The share count reflects two major consolidations: a 1-for-15 reverse stock split on June 10, 2025, and a 1-for-25 reverse stock split on May 4, 2026.
• The total beneficial ownership includes 48,000 shares issuable upon the exercise of warrants.
• Regolith Capital Investments LP directly owns 69,907 shares, while Shameek Konar personally holds 435 shares.

Sentiment

Score: 3

Explanation: StockSavvy.ai views this as a negative signal; while the major shareholder remains, the extreme level of share consolidation (1-for-375 cumulatively) suggests a severe loss of shareholder value and potential fundamental instability.

Positives

• Significant 9.7% stake held by a concentrated group of investors suggests long-term commitment.
• The reporting persons have maintained their position through multiple capital restructuring events.
• Clear transparency regarding warrant holdings and beneficial ownership structures.

Negatives

• The company has undergone extreme share consolidation, totaling a cumulative 1-for-375 reverse split ratio within one year.
• Massive reverse splits typically indicate a significant decline in share price or a struggle to maintain exchange listing requirements.
• The total number of outstanding shares has been drastically reduced to just over 1.2 million.

Risks

• Potential for further dilution if the 48,000 warrants are exercised.
• High ownership concentration (9.7%) by a single group could lead to limited liquidity for other shareholders.
• The history of aggressive reverse splits suggests ongoing challenges in maintaining market valuation.

Future Outlook

The filing does not provide specific financial guidance, but the certification indicates the reporting persons intend to remain passive investors rather than seeking to influence or change control of the company.

Management Comments

• The securities were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer.

Industry Context

StockSavvy.ai notes that Ernexa's use of two massive reverse splits in under 12 months is an aggressive tactic often seen in the micro-cap biotech sector to prevent delisting from major exchanges like NASDAQ when the share price falls below $1.00.

Comparison to Industry Standards

• The cumulative 1-for-375 reverse split is significantly more severe than the typical 1-for-10 or 1-for-20 splits seen in struggling biotech peers.
• A 9.7% ownership stake by a private investment partnership is common for small-cap clinical-stage companies requiring consistent capital support.

Related Party Transactions

• Shameek and Victoria Konar serve as general partners for Regolith Capital Investments LP, sharing voting and dispositive power over the 69,907 shares held by the entity.

Stakeholder Impact

• Common shareholders have experienced massive consolidation of their holdings due to the reverse splits.
• The reporting group holds significant voting power (9.7%), giving them substantial influence over corporate actions requiring shareholder approval.

Next Steps

• Monitor for any further amendments to Schedule 13G which might indicate the group is buying or selling shares.
• Watch for the exercise of the 48,000 warrants which would provide the company with cash but dilute other holders.

Key Dates

Recommendation

While the major shareholder's continued presence provides a floor of support, the history of massive reverse splits indicates a high-risk environment. Investors should wait for signs of operational stability or clinical progress before increasing exposure.

Keywords

Ernexa Therapeutics, Schedule 13G, Regolith Capital Investments, Reverse Stock Split, Beneficial Ownership, Warrants, Biotechnology, Shameek Konar