Cherington Charles's Form 4 filing
Ernexa Therapeutics Inc. (ERNA) · filed Dec 20, 2023
- Accession no.
- 0001104659-23-127551
- Filed
- Dec 20, 2023, 10:05 AM ET
- Trade date
- Dec 14, 2023
- Filing delay
- 6 daysLate
- Rule 10b5-1 plan
- Not checked
This filing lists 6 derivative transactions. It was filed 6 days after the trade, past the 2-business-day deadline.
Reporting owners
A Form 4 can have several reporting owners, such as a person and a fund they control. Trade tables show the first one.
| Owner | Relationship to the company |
|---|---|
| Cherington CharlesCIK 0001448698 | 10% Owner |
Non-derivative securities (Table I)
Acquisitions and disposals of common stock and similar shares, one row per line on the filing.
This filing has no transactions of this kind.
Derivative securities (Table II)
Options, warrants, restricted stock units and similar. Shares are the underlying shares; price and value are for the derivative itself, and the holding after is in derivative units.
| Trade date | Security | Transaction | Underlying shares | Unit price | Value | Held after | Ownership | Flags |
|---|---|---|---|---|---|---|---|---|
| Dec 14, 2023 | Common Stock | PPurchaseAcquired | +1,562,988 | $3,000,000.00 | – | – | Direct | Price outlier |
| Dec 14, 2023 | Common Stock | PPurchaseAcquired | +3,125,976 | $0.125F1 | +$390,747 | 3,125,976 | Direct | |
| Dec 14, 2023 | Common Stock | HLess common codeDisposed | −2,307,692 | –F4 | – | 0 | Direct | |
| Dec 14, 2023 | Common Stock | PPurchaseAcquired | +2,307,692 | –F4 | – | 2,307,692 | Direct | |
| Dec 14, 2023 | Common Stock | HLess common codeDisposed | −523,512 | –F5 | – | 0 | Direct | |
| Dec 14, 2023 | Common Stock | PPurchaseAcquired | +523,512 | –F5 | – | 523,512 | Direct |
Footnotes and remarks
Livermore keeps the footnotes that transaction prices refer to, all footnotes of amendments (Form 4/A) and the filing's remarks. Other footnotes, such as how indirect holdings are held or the details of a trading plan, are only in the original on SEC EDGAR.
- F1
The reporting person entered into a Securities Purchase Agreement with the Issuer on December 14, 2023, pursuant to which, on December 15, 2023, the reporting person acquired (i) $3,000,000 principal amount of the Issuer's 12.0% Senior Convertible Notes (the "Notes") and (ii) 3,125,976 warrants, each exercisable to purchase one share of the Company's common stock, par value $0.005 per share ("Common Stock"), at an exercise price of $1.43 per share (the "Warrants"), representing 200% of the number of shares of Common Stock issuable upon conversion of the Notes immediately after the issuance thereof. The conversion price for each Note included $0.25 ($0.125 for each Warrant) in accordance with Nasdaq rules.
Referenced by the price of 1 transaction in Table II.
- F4
The transactions reported in Table II above involved the amendment of an outstanding warrant issued on July 14, 2023 to reduce the exercise price from $2.61 per share to $1.43 per share. The amendment is reported above as the cancellation of the old warrant and the acquisition of a new one.
Referenced by the price of 2 transactions in Table II.
- F5
The transactions reported in Table II above involved the amendment of an outstanding warrant issued on December 2, 2022 to reduce the exercise price from $3.28 per share to $1.43 per share. The amendment is reported above as the cancellation of the old warrant and the acquisition of a new one.
Referenced by the price of 2 transactions in Table II.