Freebird Partners LP, Freebird Investments LLC, and Curtis W. Huff filed Amendment No. 7 to their beneficial ownership statement with respect to Ernexa Therapeutics Inc. (NASDAQ:ERNA) common stock, triggered by an event dated August 5, 2026.

Key Highlights

  • Aggregate beneficial ownership: Each of the three reporting persons disclosed 119,015 shares of common stock beneficially owned, representing 7.0% of the class.
  • Ownership components: The 119,015 shares consist of 52,000 shares of common stock held directly, 52,000 shares issuable upon exercise of Common Warrants at $17.00 per share, and 15,015 shares issuable upon exercise of Pre-funded Warrants at $1.875 per share.
  • Shared voting and dispositive power: All 119,015 shares are held with shared voting power and shared dispositive power; sole voting and sole dispositive power are each reported as 0.
  • Warrant exercise cap: According to the filing, the reporting persons cannot exercise the warrants to the extent doing so would result in beneficial ownership exceeding 9.99% of outstanding common stock.
  • Share count basis: The 7.0% figure is calculated against an aggregate of 1,699,426 shares, combining 1,632,411 shares outstanding as of August 6, 2026, and 67,015 shares issuable to the reporting persons upon warrant exercise within 60 days.
  • Amendment history: This is Amendment No. 7, amending the original filing dated December 2, 2022.

Freebird Group's Ownership Structure in Ernexa Therapeutics

According to the filing, Freebird Partners LP is a Texas limited partnership whose general partner is Freebird Investments LLC, a Texas limited liability company. Curtis W. Huff is the sole member of Freebird Investments LLC. By virtue of these relationships, the filing states that each of Freebird Investments LLC and Mr. Huff "may be deemed to share beneficial ownership of the securities held of record by Freebird Partners." All three reporting persons maintain their principal business office at 3009 Post Oak Blvd., Suite 1200, Houston, Texas 77056.

Ernexa Therapeutics Inc., a clinical-stage biopharmaceutical company incorporated in the United States with principal executive offices at 1035 Cambridge Street, Suite 18A, Cambridge, MA 02141, had 1,632,411 shares of its common stock (par value $0.005 per share, CUSIP 114082407) outstanding as of August 6, 2026, as reported in its Quarterly Report on Form 10-Q filed that same date, according to the beneficial ownership statement. The reporting persons' claimed 119,015 shares include warrant-linked shares that are deemed outstanding only for the purpose of calculating the percentage of class held by these particular reporting persons, in accordance with Rule 13d-3(d)(1)(i).

The three reporting persons entered into a Joint Filing Agreement, originally filed as Exhibit 99.1 with the initial Schedule 13G on December 2, 2022, and incorporated by reference here, under which they agreed to file this Amendment No. 7 jointly in accordance with Rule 13d-1(k) of the Securities Exchange Act of 1934.

What Was Disclosed

Freebird Partners LP, Freebird Investments LLC, and Curtis W. Huff disclosed aggregate beneficial ownership of 119,015 shares of Ernexa Therapeutics common stock, equal to 7.0% of the class, comprising direct shares and warrant-linked shares, with the triggering event dated August 5, 2026.