Ernexa Therapeutics Inc.
For the period ended Dec 31, 2025. Filed Mar 13, 2026.
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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2025 · Filed Mar 13, 2026
ERNA$2.01-2.0%Stored close · as of Nov 10, 2026
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Item 15. Exhibits, Financial Statement Schedules
(a) The following documents are filed as a part of this Annual Report on Form 10-K:
(1) Consolidated Financial Statements. The consolidated financial statements of the Company and its consolidated subsidiaries are set forth in the “Index to Consolidated Financial Statements” on page F-1.
(2) Financial Statement Schedules. None
(3) Exhibits. The following exhibits are submitted with this Annual Report on Form 10-K or, where indicated, incorporated by reference to other filings.
| Exhibit | Description | Incorporated By Reference |
| Articles of Incorporation and Bylaws | ||
|---|---|---|
| 3.1 | Composite Restated Certificate of Incorporation of the Company | Filed herewith |
| 3.2 | Third Amended and Restated Bylaws of the Company | Exhibit 3.2 to Form 8-K filed on March 26, 2025 |
| 3.3 | Certificate of Validation of Eterna Therapeutics Inc., as filed with the Secretary of State of the State of Delaware on September 3, 2021 | Exhibit 3.1 to Form 8-K filed on September 13, 2021 |
| Instruments Defining Rights of Security Holders | ||
| 4.1 | Form of Pre-Funded Warrant (Feb 2026) | Exhibit 4.1 to Form 8-K filed on February 11, 2026 |
| 4.2 | Form of Common Warrant (Feb 2026) | Exhibit 4.2 to Form 8-K filed on February 11, 2026 |
| 4.3 | Description of Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934 | Filed herewith |
| 4.4 | Form of Common Stock Warrant (March 2022) | Exhibit 10.3 to Form 8-K filed on March 9, 2022 |
| 4.5 | Form of Warrant (December 2022) | Exhibit 10.1 to Form 8-K filed on December 5, 2022 |
| 4.6 | Form of Warrant (December 2023 and January 2024) | Exhibit 4.2 to Form 8-K filed on December 20, 2023 |
| Material Contracts | ||
| 10.1 | Placement Agency Agreement by and between Ernexa Therapeutics Inc. and Brookline Capital Markets, a division of Arcadia Securities, LLC, dated as of February 6, 2026. | Exhibit 1.1 to Form 8-K filed on February 11, 2026 |
| 10.2 | Form of Securities Purchase Agreement by and between Ernexa Therapeutics Inc. and certain investors, dated as of February 6, 2026. | Exhibit 10.1 to Form 8-K filed on February 11, 2026 |
| 10.3 | Warrant Agent Agreement, by and among Ernexa Therapeutics Inc., Computershare Inc. and Computershare Trust Company, N.A., dated as of February 10, 2026. | Exhibit 10.2 to Form 8-K filed on February 11, 2026 |
| 10.5(a) | Securities purchase agreement, dated as of September 24, 2024, between Eterna Therapeutics Inc. and the purchaser parties thereto | Exhibit 10.1 to Form 8k filed on September 25, 2024 |
| 10.5(b) | Form of pre-funded warrant issuable under the securities purchase agreement, dated as of September 24, 2024, between Eterna Therapeutics Inc. and the purchaser parties thereto | Exhibit 10.2 to Form 8k filed on October 29, 2024 |
| 10.5(c) | Form of exchange agreement, dated as of September 24, 2024, between Eterna Therapeutics Inc. and the parties thereto | Exhibit 10.3 to Form 8k filed on September 25, 2024 |
| 10.5(d) | Note purchase agreement, dated as of September 24, 2024, between Eterna Therapeutics Inc. and the purchaser parties thereto | Exhibit 10.4 to Form 8k filed on September 25, 2024 |
| 10.5(e) | Form of 12.0% senior convertible note issued under the note purchase agreement, dated as of September 24, 2024, between Eterna Therapeutics Inc. and the purchaser parties thereto | Exhibit 10.5 to Form 8k filed on September 24, 2024 |
| 10.5(f) | Form of pre-funded warrant issuable upon conversion of 12.0% senior convertible notes issued under the note purchase agreement, dated as of September 24, 2024, between Eterna Therapeutics Inc. and the purchaser parties thereto | Exhibit 10.3 to Form 8k filed on October 29, 2024 |
| 10.5(g) | Form of support agreement, dated as of September 24, 2024, between Eterna Therapeutics Inc. and the stockholder parties thereto | Exhibit 10.7 to Form 8k filed on September 24, 2024 |
| 10.5(h) | Form of lock-up agreement, dated as of September 24, 2024, between Eterna Therapeutics Inc. and the stockholder parties thereto | Exhibit 10.8 to Form 8k filed on September 24, 2024 |
| 10.5(i) | Registration Rights Agreement, dated October 29, 2024, between Eterna Therapeutics Inc. and the purchaser parties thereto | Exhibit 10.1 to Form 8-K filed on November 25, 2022 |
| 10.6 | Exclusive License and Collaboration Agreement, effective as of September 9, 2024, with Factor Bioscience Limited | Exhibit 10.10 to Form 10-Q filed on August 13, 2024 |
| 10.7 | Sublease Agreement, dated October 18, 2022, by and between E.R. Squibb & Sons, LLC and Eterna Therapeutics Inc. | Exhibit 10.16 to Form 10-K filed on March 20, 2023 |
| 10.8 | Sublease Termination Agreement, dated August 9, 2024, between Eterna Therapeutics Inc. and E.R. Squibb & Sons, L.L.C. | Exhibit 10.11 to Form 10-Q filed on August 13, 2024 |
| 10.9* | Employment Agreement, dated as of December 19, 2023, by and among Eterna Therapeutics Inc. and Sanjeev Luther. | Exhibit 10.3 to Form 8-K filed on December 20, 2023 |
| 10.10(a)* | Eterna Therapeutics Inc. 2021 Inducement Stock Incentive Plan (the “2021 Inducement Plan”) | Exhibit 10.3 to Form 8-K filed on May 26, 2021 |
| 10.10(b)* | Form of Stock Option Inducement Award for issuances under the 2021 Inducement Plan | Exhibit 10.13(b) to Form 10-K filed on March 14, 2024 |
| 10.10(c)* | Form of Restricted Stock Unit Inducement Award for issuances under the 2021 Inducement Plan | Exhibit 10.13(c) to Form 10-K filed on March 14, 2024 |
| 10.11(a)* | Eterna Therapeutics Inc. Restated 2020 Stock Incentive Plan (the “Restated 2020 Plan”) | Exhibit 99.1 to Form 8-K filed on September 13, 2021 |
| 10.11(b)* | Form of Stock Option Inducement Award for issuances under the Restated 2020 Plan | Exhibit 10.14(b) to Form 10-K filed on March 14, 2024 |
| 10.11(c)* | Form of Restricted Stock Unit Inducement Award for issuances under the Restated 2020 Plan | Exhibit 10.14(c) to Form 10-K filed on March 14, 2024 |
| 10.11(d)* | Form of Restricted Award Agreement for issuances under the Restated 2020 Plan | Exhibit 10.1 to Form 10-Q filed on August 13, 2024 |
| 10.12* | Inducement Stock Option Award Agreement entered into with Sanjeev Luther | Exhibit 99.1 to Form S-8 filed on January 16, 2024 |
| 10.13* | Employment Agreement, dated June 16, 2021, by and among Eterna Therapeutics Inc. and Sandra Gurrola. | Exhibit 10.1 to Form 8-K filed on June 21, 2021 |
| 10.14 | Form of indemnification agreement for directors and officers | Exhibit 10.1 to Form 8-K filed on April 16, 2021 |
| 19 | Insider Trading Policy | Filed herewith |
| 23.1 | Consent of the Independent Registered Accounting Firm, Haskell & White LLP | Filed herewith |
| 23.2 | Consent of the Independent Registered Accounting Firm, Grant Thornton LLP | Filed herewith |
| 31.1 | Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | Filed herewith |
| 31.2 | Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | Filed herewith |
| 32.1 | Certification of Principal Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | Furnished herewith |
| 32.2 | Certification of Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | Furnished herewith |
| 101 | Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document) | Filed herewith |
| 104 | Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101) |
| * | Indicates management contract or compensatory plan. |
|---|---|
| ** | Pursuant to Item 601(a)(5) of Regulation S-K, schedules and similar attachments to this exhibit have been omitted because they do not contain information material to an investment or voting decision and such information is not otherwise disclosed in such exhibit. The Company will supplementally provide a copy of any omitted schedule or similar attachment to the U.S. Securities and Exchange Commission or its staff upon request. |
| # | Pursuant to Regulation S-K Item 601(b)(2), certain exhibits and schedules to this exhibit have been omitted. The Company agrees to furnish supplementally a copy of any omitted exhibit or schedule to the SEC upon its request. |
| ^ | Pursuant to Item 601(b)(10) of Regulation S-K, certain confidential portions of this exhibit were omitted by means of marking such portions with an asterisk because such information is both not material and is the type that the Company treats as private or confidential. |
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