Cherington Charles's Form 4/A amendment
AmendedErnexa Therapeutics Inc. (ERNA) · filed May 7, 2025
- Accession no.
- 0001104659-25-045416
- Filed
- May 7, 2025, 11:48 AM ET
- Trade date
- Sep 24, 2024
- Filing delay
- 225 days
- Rule 10b5-1 plan
- Not checked
- Original filed
- Nov 5, 2024
This filing lists 5 non-derivative transactions and 5 derivative transactions. It carries over 7 transactions from the original filing that it did not restate. It was filed 225 days after the trade.
This amendment restates part of 0001104659-24-114222 (filed Nov 5, 2024). The transactions it did not restate still count and are listed below.
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 |
|---|---|---|---|---|---|---|---|---|
| Sep 24, 2024 | Common Stock | PPurchaseAcquired | +261,756 | –F3,F5,F6 | – | 818,221 | Direct | |
| Sep 24, 2024 | Common Stock | PPurchaseAcquired | +4,768,783 | –F4,F5,F7 | – | 5,587,004 | Direct | |
| Sep 24, 2024 | Common Stock | PPurchaseAcquired | +1,237,762 | –F3,F5,F8 | – | 6,824,766 | Direct | |
| Sep 24, 2024 | Common Stock | PPurchaseAcquired | +5,420,823 | –F4,F5,F9 | – | 12,245,589 | Direct | |
| Sep 24, 2024 | Common Stock | PPurchaseAcquired | +1,562,988 | –F3,F5,F10 | – | 13,808,577 | 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 24, 2024 | Common Stock | SSaleDisposed | −3,125,976 | –F4,F5 | – | 0 | Direct | |
| Sep 24, 2024 | Common Stock | SSaleDisposed | −1,237,762 | –F4,F5 | – | 0 | Direct | |
| Sep 24, 2024 | Common Stock | SSaleDisposed | −523,512 | –F3,F5 | – | 0 | Direct | |
| Sep 24, 2024 | Common Stock | SSaleDisposed | −2,475,524 | –F3,F5 | – | 0 | Direct | |
| Sep 24, 2024 | Common Stock | SSaleDisposed | −3,125,976 | –F3,F5 | – | 0 | Direct |
Carried over from the original filing
This amendment restates only part of the original filing. The original's other transactions still stand, and the trade tables on Livermore count them under this amendment.
From 0001104659-24-114222 (filed Nov 5, 2024).
Non-derivative securities (Table I)
| Trade date | Security | Transaction | Shares | Price | Value | Shares after | Ownership | Flags |
|---|---|---|---|---|---|---|---|---|
| Oct 29, 2024 | Common Stock | CConversionAcquired | +2,819,546 | $0.50 | +$1,409,773 | 16,628,123 | Direct |
Derivative securities (Table II)
| 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 |
Footnotes on the original
The footnotes that the prices of these transactions refer to on the original filing.
- 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.
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
On November 5, 2024, the Reporting Person filed a Form 4 that included an incorrect transaction date of October 29, 2024 for the Exchange Transactions (as defined below) based on the fact that under the Exchange Agreement (as defined below) consummation of the Exchange Transactions was conditioned upon Stockholder Approval (as defined in the Exchange Agreement). This amendment is being filed to reflect the correct transaction date for the Exchange Transactions of September 24, 2024 based on the analysis set forth in footnote 2 below.
- F2
Upon review of the relevant facts and caselaw, the Reporting Person has determined that the Stockholder Approval was not a material condition for the Exchange Transactions as the Reporting Person and several other stockholders exchanging securities with the Company had entered into support agreements with the Issuer on September 24, 2024 (as disclosed in the Issuer's Current Report on Form 8-K filed with the SEC on September 25, 2024) pursuant to which each stockholder agreed to vote all of their eligible voting securities in favor of the Stockholder Approval. According to the Issuer's Definitive Proxy Statement filed with the SEC on October 7, 2024, the parties to the support agreements owned approximately 48% of the Issuer's outstanding Common Stock, which meant that the satisfaction of the condition was practically assured and the Reporting Person became irrevocably committed to the Exchange Transactions on September 24, 2024 after all parties entered into the support agreements.
- F3
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 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) (the "Warrant Exchange").
Referenced by the price of 3 transactions in Table I and 3 transactions in Table II.
- F4
The Reporting Person also agreed pursuant to the Exchange Agreement to 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) (collectively with the Warrant Exchange, the "Exchange Transactions").
Referenced by the price of 2 transactions in Table I and 2 transactions in Table II.
- F5
Consummation of the Exchange Transactions was conditioned upon the Issuer obtaining Stockholder Approval, which occurred on October 29, 2024.
Referenced by the price of 5 transactions in Table I and 5 transactions in Table II.
- F6
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.
- F7
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.
- F8
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.
- F9
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.
- F10
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.