Cherington Charles 4

What Happened
Charles Cherington, a reported 10% owner of Ernexa Therapeutics (ERNA), purchased 4,000,000 shares of common stock and received 4,000,000 accompanying warrants in the company’s follow-on offering that closed on February 10, 2026. The combined purchase price for the common share plus accompanying warrant was $0.50 per unit, for total cash deployed of $2,000,000. This filing reports the purchase (transaction code P) of both equity and a derivative (warrants).

Key Details

• Transaction date: February 10, 2026. Transaction code: P (purchase).
• Shares acquired: 4,000,000 common shares at $0.50 each = $2,000,000 total.
• Derivative acquired: 4,000,000 warrants issued alongside the shares (separate line on Form 4; no separate per-warrant price reported).
• Warrant terms (per filing): expire on the earlier of (i) February 10, 2031, or (ii) the 180th calendar day after the public release of clinical trial data from the first cohort of the Phase 1 study of ERNA-101.
• Shares owned after transaction: Not specified in the Form 4 filing.
• Footnotes: Purchases were made in the issuer’s follow-on offering pursuant to a prospectus supplement dated Feb 6, 2026; the $0.50 price applies to the combined share + warrant unit.
• Filing timeliness: The Form 4 was filed late (reporting remark cites delays during the reporting person’s initial enrollment and account authorization in the SEC’s EDGAR Next system).

Context: Cherington is reported as a 10% owner (large/majority holder designation), which carries specific reporting requirements; this is an equity purchase plus attached warrants from a registered offering—not an options exercise or gift. The late filing appears to be administrative per the filer’s remark and does not itself indicate trading intent.