Ernexa Therapeutics Inc.

(a)****

Fourth Amended and Restated Bylaws

On August 4, 2026, the Board of Directors approved the adoption of the Fourth Amended and Restated Bylaws of the Company to (i) make the office of Secretary an optional office of the Company rather than a mandatory office and (ii) revise the quorum requirement for meetings of stockholders and class votes from a majority of the shares entitled to vote thereon to thirty-three and one-third percent (33 1/3%) of the shares entitled to vote thereon; revise the advance notice requirements for stockholder proposals and director nominations at annual meetings to replace the outdated notice provisions tied to the 2006 through 2008 annual meetings; (iv) delete the loans to officers provision; (v) designate the federal district courts of the United States as the exclusive forum for Securities Act of 1933 claims; and (vi) revise the voting power requirement for stockholders to adopt, amend, or repeal a bylaw to a majority of the Company’s voting power.

Appointment of Sanjeev Luther as Acting Chief Financial Officer

On August 4, 2026, the Board of Directors appointed the Company’s President and Chief Executive Officer, Sanjeev Luther, to serve as the Company’s interim Principal Financial Officer through August 10, 2026.

Sanjeev Luther has served as President, Chief Executive Officer and as a member of our board of directors since January 2024. Prior to that, Mr. Luther served as President, Chief Executive Officer and a board member of Cornerstone Pharmaceuticals from November 2017 to December 2023 and as its Chief Operations Officer and Chief Business Officer from December 2014 to November 2017. Prior to that, Mr. Luther served in various leadership roles at Bristol-Myers Squibb, Novartis, Bausch and Lomb and GE Healthcare. Mr. Luther holds an MBA in Marketing and a B.S. in Marketing and Business Administration from the State University of New York at Buffalo.

Mr. Luther will not receive further compensation in connection with his appointment as the Company’s interim Principal Financial Officer.

There are no arrangements or understandings between Mr. Luther and any other person or persons pursuant to which Mr. Luther was appointed as the Company’s interim Principal Financial Officer, and there is no family relationship between Mr. Luther and any other director or executive officer of the Company or any person nominated or chosen by the Company to become a director or executive officer. There are no transactions between the Company and Mr. Luther that are reportable pursuant to Item 404(a) of Regulation S-K.

Appointment of Mark J. Keeley as Fractional Chief Financial Officer

Effective August 10, 2026, the Company engaged Mark J. Keeley as a fractional Chief Financial Officer on a consulting basis pursuant to a Consulting Agreement dated August 5, 2026 (the "Keeley Agreement"), and designated Mr. Keeley as the Company's Principal Financial Officer and Principal Accounting Officer, succeeding Mr. Luther in such capacities. Mr. Keeley's engagement was approved by the Board on August 4, 2026.

Under the Keeley Agreement, Mr. Keeley will dedicate approximately 25% of his full-time equivalent (approximately 10 hours per week) to the Company. In consideration of his services, Mr. Keeley will receive share-based compensation in the Company's common stock at the rate of $62,500 per quarter (representing an annualized rate of $250,000 on a full-time equivalent basis, prorated to approximately $62,500 per year for the fractional engagement). Fee shares will be issued quarterly in arrears at the market price at the close of business on the last day of each quarter as reported by The Nasdaq Stock Market, under the Company's Restated 2026 Stock Incentive Plan. For the first quarter, fee shares will be prorated from the Start Date through September 30, 2026, and will be issued on or before October 15, 2026. Mr. Keeley's services are contingent upon the Company's maintenance of a Directors and Officers (D&O) insurance policy with the CFO being a covered officer. The Keeley Agreement is terminable by either party upon at least 30 days' prior written notice. Mr. Keeley will serve as an independent contractor and not as an employee of the Company.

Mark J. Keeley, MBA, CPA, CITP, is a public company director, Chief Financial Officer, and former Big 4 partner with over 40 years of domestic and international experience, including 15 years as a signing partner with PricewaterhouseCoopers LLP and 10 years as a financial expert on boards of directors, as a Chief Financial Officer, and as an independent advisor for a number of private and public entities. Mr. Keeley has extensive experience identifying and addressing financial, operational, and compliance issues with boards of directors, external auditors, investors, and regulators. He has also dedicated ten years of service to the U.S. Federal Government, where he testified to the United States Congress about financial audit readiness. Mr. Keeley has been a Certified Public Accountant (CPA) for over 40 years and was one of the first holders of the Certified Information Technology Professional (CITP) designation granted by the American Institute of Certified Public Accountants (AICPA). He holds a Bachelor's Degree in Accounting and Computer Science from The University of Massachusetts, where he graduated Summa Cum Laude, and a Master's Degree in Finance from Boston College.

There are no arrangements or understandings between Mr. Keeley and any other person or persons pursuant to which Mr. Keeley was engaged as the Company's Chief Financial Officer and designated as the Company's Principal Financial Officer, other than the Keeley Agreement described above. There is no family relationship between Mr. Keeley and any director or executive officer of the Company or any person nominated or chosen by the Company to become a director or executive officer. There are no transactions between the Company and Mr. Keeley that are reportable pursuant to Item 404(a) of Regulation S-K.

Appointment of David Polinsky to the Board of Directors.

On August 4, 2026, upon the recommendation of the Nominating and Corporate Governance Committee of the Board, the Board approved the appointment of David Polinsky to serve as a member of the Board, effective August 5, 2026, and approved an increase in the number of authorized board seats from five to six. Mr. Polinsky will serve until his successor is duly elected and qualified, or until his earlier death, resignation, or removal.

Mr. Polinsky will be compensated in accordance with the Company's Board of Directors Compensation Plan adopted effective August 15, 2026, as described below.

There are no arrangements or understandings between Mr. Polinsky and any other person or persons pursuant to which Mr. Polinsky was appointed as a director of the Company, and there is no family relationship between Mr. Polinsky and any other director or executive officer of the Company or any person nominated or chosen by the Company to become a director or executive officer. There are no transactions between the Company and Mr. Polinsky that are reportable pursuant to Item 404(a) of Regulation S-K.

Adoption of the Board Compensation Plan

On August 5, 2026, the Board adopted the Board of Directors Compensation Plan of Ernexa Therapeutics Inc. (the “Board Compensation Plan”), effective August 15, 2026. The material terms of the Board Compensation Plan are as follows:

Eligibility*.* Only non-employee directors are eligible to participate in the Board Compensation Plan.

Compensation. Each eligible director will receive an annual retainer of $50,000 per year. No separate committee retainer is payable. Directors may elect to receive compensation in cash or in the equivalent form of a non-qualified stock option grant to purchase shares of the Company's common stock (an “Option Grant”).

Timing of Election. The form of payment election must be made no later than January 15 of each year, covering the subsequent twelve months. For the prorated annual board retainer covering the remainder of 2026, such election must be made no later than August 15, 2026. If no election is made by the applicable deadline, or if a director joins the Board after the election date, the director will receive compensation in cash until the next election date. If directors are in possession of material non-public information on the election date, the election will be delayed until the directors are no longer in possession of such information.

Timing of Payment. Cash retainer payments will be made quarterly in arrears on the last day of August, November, February, and May of each year, commencing on August 31, 2026 (prorated from the effective date for the first payment). Option Grants will be issued on a yearly basis on January 15 of each year, commencing January 15, 2027 (the first grant for the remainder of calendar year 2026 will be prorated from the effective date to December 31, 2026).

Terms of Option Grants. Option Grants will be issued under the Company's 2026 Omnibus Equity Incentive Plan. The number of stock options granted will be determined based on a Black-Scholes fair value on the date of grant, will vest at the end of twelve months from the date of grant, and will have a per share exercise price equal to the fair market value on the date of grant. Performance Expectations. Directors are expected to attend at least 75% of board meetings, prepare adequately for meetings, participate in committee activities, and comply with governance policies and fiduciary responsibilities.

(b) None.

(c) During the quarter covered by this report, none of our directors or officers (as defined in Rule 16a-1(f) under the Exchange Act)adopted orterminated any Rule 10b5-1 trading arrangement (as defined in Item 408(a)(1)(i) of Regulation S-K) or any non-Rule 10b5-1 trading arrangement (as defined in Item 408(c) of Regulation S-K).