Cherington Charles's Form 4 filing
Ernexa Therapeutics Inc. (ERNA) · filed Nov 5, 2024
- Accession no.
- 0001104659-24-114222
- Filed
- Nov 5, 2024, 12:42 PM ET
- Trade date
- Sep 23-Oct 29, 2024
- Filing delay
- 43 daysLate
- Rule 10b5-1 plan
- Not checked
This filing lists 6 non-derivative transactions and 11 derivative transactions. It was filed 43 days after the trade, past the 2-business-day deadline.
This filing was later replaced by the amendment 0001104659-25-045416 (May 7, 2025). Trade tables on this site use the amended version.
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.
| Trade date | Security | Transaction | Shares | Price | Value | Shares after | Ownership | Flags |
|---|---|---|---|---|---|---|---|---|
| Oct 29, 2024 | Common Stock | PPurchaseAcquired | +261,756 | –F1,F2,F3 | – | 818,221 | Direct | |
| Oct 29, 2024 | Common Stock | PPurchaseAcquired | +4,768,783 | –F1,F2,F4 | – | 5,587,004 | Direct | |
| Oct 29, 2024 | Common Stock | PPurchaseAcquired | +1,237,762 | –F1,F2,F5 | – | 6,824,766 | Direct | |
| Oct 29, 2024 | Common Stock | PPurchaseAcquired | +5,420,823 | –F1,F2,F6 | – | 12,245,589 | Direct | |
| Oct 29, 2024 | Common Stock | PPurchaseAcquired | +1,562,988 | –F1,F2,F7 | – | 13,808,577 | Direct | |
| Oct 29, 2024 | Common Stock | CConversionAcquired | +2,819,546 | $0.50 | +$1,409,773 | 16,628,123 | Direct |
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 |
|---|---|---|---|---|---|---|---|---|
| Sep 23, 2024 | Common Stock | PPurchaseAcquired | +41,958 | –F9 | – | – | Direct | |
| Sep 23, 2024 | Common Stock | PPurchaseAcquired | +83,916 | –F9 | – | 2,391,608 | Direct | |
| Sep 23, 2024 | Common Stock | PPurchaseAcquired | +41,958 | –F10 | – | – | Direct | |
| Sep 23, 2024 | Common Stock | PPurchaseAcquired | +83,916 | –F10 | – | 2,475,524 | Direct | |
| Sep 24, 2024 | Common Stock | PPurchaseAcquired | +2,737,252 | $1,368,626.00 | – | – | Direct | Price outlier |
| Oct 29, 2024 | Common Stock | CConversionDisposed | −2,737,252 | $0.00 | – | 0 | Direct | |
| Oct 29, 2024 | Common Stock | SSaleDisposed | −3,125,976 | –F1,F2 | – | 0 | Direct | |
| Oct 29, 2024 | Common Stock | SSaleDisposed | −1,237,762 | –F1,F2 | – | 0 | Direct | |
| Oct 29, 2024 | Common Stock | SSaleDisposed | −523,512 | –F1,F2 | – | 0 | Direct | |
| Oct 29, 2024 | Common Stock | SSaleDisposed | −2,475,524 | –F1,F2 | – | 0 | Direct | |
| Oct 29, 2024 | Common Stock | SSaleDisposed | −3,125,976 | –F1,F2 | – | 0 | 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 an Exchange Agreement with the Issuer on September 24, 2024 (the "Exchange Agreement"), pursuant to which the reporting person agreed to (i) exchange all their warrants to purchase shares of the Issuer's common stock, par value $0.005 per share ("Common Stock") at an exchange ratio of 0.5 of a share of Common Stock for every one share of Common Stock issuable upon exercise of the applicable warrant (rounded up to the nearest whole number), and
Referenced by the price of 5 transactions in Table I and 5 transactions in Table II.
- F2
(ii) exchange all their convertible notes for shares of Common Stock at an exchange ratio equal to (A) the sum expressed in U.S. dollars of (1) the principal amount of the applicable convertible note, plus (2) all accrued and unpaid interest thereon through the date the applicable convertible note is exchanged plus (3) all interest that would have accrued through, but not including, the maturity date of applicable convertible note if it was outstanding from the date such convertible note is exchanged through its maturity date, divided by (B) $1.00 (rounded up to the nearest whole number) (collective, the "Exchange Transactions"). Consummation of the Exchange Transactions was conditioned upon the Issuer obtaining Stockholder Approval (as defined in the Exchange Agreement), which occurred on October 29, 2024.
Referenced by the price of 5 transactions in Table I and 5 transactions in Table II.
- F3
Shares issued pursuant to the Exchange Agreement in exchange for all of the reporting person's warrants to purchase shares of Common Stock at an exercise price of $1.43 per share with an expiration date of June 2, 2028.
Referenced by the price of 1 transaction in Table I.
- F4
Shares issued pursuant to the Exchange Agreement in exchange for all of the reporting person's 6.0% Senior Convertible Promissory Notes due 2028 in the aggregate principal amount of $3,300,000 plus applicable interest.
Referenced by the price of 1 transaction in Table I.
- F5
Shares issued pursuant to the Exchange Agreement in exchange for all of the reporting person's warrants to purchase shares of Common Stock at an exercise price of $1.43 per share with an expiration date of July 14, 2028.
Referenced by the price of 1 transaction in Table I.
- F6
Shares issued pursuant to the Exchange Agreement in exchange for all of the reporting person's 12.0% Senior Convertible Notes due December 12, 2028 in the aggregate principal amount of $3,000,000 plus applicable interest.
Referenced by the price of 1 transaction in Table I.
- F7
Shares issued pursuant to the Exchange Agreement in exchange for all of the reporting person's warrants to purchase shares of Common Stock at an exercise price of $1.43 per share with an expiration date of December 15, 2028.
Referenced by the price of 1 transaction in Table I.
- F9
On September 23, 2024, the reporting person agreed to forgive a personal loan to an investor in the Issuer's July 2023 private placement for $50,000 in exchange for all of such investor's warrants to purchase shares of Common Stock and 6.0% Senior Convertible Promissory Notes due 2028.
Referenced by the price of 2 transactions in Table II.
- F10
On September 23, 2024, the reporting person agreed to forgive a personal loan for $50,000 to a second investor (separate from the investor referenced in footnote 9) in the Issuer's July 2023 private placement in exchange for all of such invetsor's warrants to purchase shares of Common Stock and 6.0% Senior Convertible Promissory Notes due 2028.
Referenced by the price of 2 transactions in Table II.