Senior Vice President of Finance — Sandra Gurrola: Ms. Gurrola resigned from her position as Senior Vice President of Finance.

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. On March 18, 2026, Ernexa Therapeutics Inc., a Delaware corporation (the “ Company ”, “ we ”, “ us ”, or “ our ”), received a written notice (the “ Notice ”) from the Nasdaq Listing Qualifications Department of The Nasdaq Stock Market LLC (“ Nasdaq ”) indicating that the Nasdaq staff (the “ Staff ”) determined that the Company’s common stock failed to maintain a minimum bid price of $1.00 per…

Entry into a Material Definitive Agreement. On February 6, 2026, Ernexa Therapeutics Inc., a Delaware corporation (the “Company”), entered into a placement agency agreement (the “Placement Agency Agreement”) with Brookline Capital Markets, a division of Arcadia Securities, LLC (the “Placement Agent”), pursuant to which the Company engaged the Placement Agent as the placement agent for the public offering (the “Offering”) of (i) 19,000,000 shares (the “Shares”) of the Company’s common stock, p…

Changes in Registrant’s Certifying Accountant. (a) Dismissal of Former Independent Registered Public Accounting Firm On June 30, 2025, Ernexa Therapeutics Inc. (the “Company) dismissed Grant Thornton LLP (“Grant Thornton”) as the Company’s independent registered public accounting firm effective immediately. The Audit Committee of the Company’s Board of Directors (the “Board”) approved Grant Thornton’s dismissal on June 30, 2025. Grant Thornton performed audits of the Company’s consolidated fi…

Unregistered Sales of Equity Securities. The information in

Other Events. Completion of Second Closing of Private Placement As previously reported, on March 31, 2025, Ernexa Therapeutics Inc. (the “Company”) entered into a securities purchase agreement (the “SPA”) and a related registration rights agreement with certain accredited investors. Pursuant to the SPA, the Company agreed to issue and sell to the investors, and the investors agreed to purchase from the Company, in a private placement, an aggregate of 69,311,654 shares of common stock (or pre-…

Unregistered Sales of Equity Securities. The information in

Entry into a Material Definitive Agreement. On March 31, 2025, Ernexa Therapeutics Inc. (the “Company”) entered into a securities purchase agreement (the “SPA”) with certain accredited investors and a related registration rights agreement (the “RRA”). Pursuant to the SPA, the Company agreed to issue and sell to the investors, and the investors agreed to purchase from the Company, in a private placement, an aggregate of 58,262,918 shares of common stock at a purchase price of $0.1046 per share…

Entry into a Material Definitive Agreement. On March 20, 2025, Eterna Therapeutics Inc. (the “Company”) issued a promissory note with an aggregate principal amount of $750,000 (the “Promissory Note”) to Charles Cherington. The Promissory Note accrues interest at a rate of 5.0% per annum, payable at maturity. Mr. Cherington owns approximately 32% of the Company’s outstanding shares of common stock and is also the holder of the Company’s outstanding promissory note in the amount of $1,500,000 i…

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The description of the Promissory Note contained in

Entry into a Material Definitive Agreement. On March 11, 2025, Eterna Therapeutics Inc. (the “Company”) issued a promissory note with an aggregate principal amount of $1,500,000 (the “Promissory Note”) to Charles Cherington. The Promissory Note accrues interest at a rate of 5.0% per annum, payable at maturity. The Promissory Note matures on earliest of (a) June 15, 2025, (b) the first business day on which the Company has received aggregate proceeds of greater than $5 million in respect of th…

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The description of the Promissory Note contained in

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. On January 6, 2025, Eterna Therapeutics Inc. (the “Company”) received a notice (the “Notice”) from the Listing Qualifications Staff (“Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”) indicating that for the last 35 consecutive business days, the Company’s Market Value of Listed Securities (“MVLS”) was below the minimum of $35 million required for continued listing on the Nasdaq Capital Market…

Director — Dorothy Clarke: Dorothy Clarke resigned from the Board of Directors but continues to serve as general counsel.

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. On December 30, 2024, Eterna Therapeutics Inc. (the “Company”) received a notice (the “Notice”) from the Listing Qualifications Staff (“Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”) indicating that, based upon the closing bid price on the Company’s common stock for the last 30 consecutive business days, the Company no longer meets Nasdaq Listing Rule 5550(a)(2), which requires listed compa…

of this report does not purport to be complete and is qualified in its entirety by reference to such documents themselves, forms of which are filed as exhibits to this report and are incorporated herein by reference. Closing of Exchange Transactions As previously reported, also on September 24, 2024, we entered into exchange agreements (each, an “Exchange Agreement” and together the “Exchange Agreements”) with the holders of: (i) warrants to purchase an aggregate of approximately 4.4 million…

The securities issued in connection with the closing of each of the September 2024 Transactions were exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), under Section 3(a)(9) of the Securities Act, Section 4(a)(2) of the Securities Act and/or Rule 506 of Regulation D of the Securities Act. Each of the investors in the Common Stock Private Placement and the Note Private Placement (as such terms are defined in

Other Events. Closing of Private Placement of Common Stock As previously reported, on September 24, 2024, we entered into a securities purchase agreement (the “SPA”) with certain accredited investors, pursuant to which we agreed to sell to such investors, and such investors agreed to purchase from us, in a private placement (the “Common Stock Private Placement”), an aggregate of 1,516,994 shares of our common stock (or, in lieu thereof, pre-funded warrants to purchase one share of our common…

Entry into a Material Definitive Agreement. On September 24, 2024, Eterna Therapeutics Inc. (the “Company,” “we,” “us,” or “our”), entered into an Exclusive License and Collaboration Agreement (“the L&C Agreement”), effective as of September 9, 2024, with Factor Bioscience Limited (“Factor”). The L&C Agreement terminated the Exclusive Amended and Restated License Agreement (the “A&R License Agreement”) entered into with Factor on November 14, 2023 as well as the exclusive license agreement th…

Termination of a Material Definitive Agreement. The information contained in

Entry into a Material Definitive Agreement. Private Placement of Common Stock On September 24, 2024, Eterna Therapeutics Inc. (the “Company,” “we,” “us,” or “our”) entered into a securities purchase agreement (the “SPA”) with certain accredited investors, pursuant to which we agreed to sell to such investors, and such investors agreed to purchase from us, in a private placement (the “Common Stock Private Placement”), an aggregate of 1,516,997 shares of our common stock, par value $0.005 per s…

The securities issued or to be issued in the September 2024 Transactions were or will be exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), under Section 3(a)(9) of the Securities Act, Section 4(a)(2) of the Securities Act and/or Rule 506 of Regulation D of the Securities Act. Each of the investors in the Common Stock Private Placement and the Note Private Placement represented to the Company that it is an accredited investor within the…

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The description of the bridge notes in

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. As previously reported, on March 19, 2024, Eterna Therapeutics Inc. (the “Company”) received a notice from the Listing Qualifications Staff (“Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”) stating that the Company was not in compliance with Nasdaq Listing Rule 5550(b)(1) because the Company reported stockholders’ equity of less than $2.5 million as of December 31, 2023 (the “Minimum Stockho…

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. On March 19, 2024, Eterna Therapeutics Inc. (the “Company”) received a notice (the “Notice”) from the Listing Qualifications Staff (“Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”) stating that the Company is not in compliance with Nasdaq Listing Rule 5550(b)(1) because the Company reported stockholders’ equity of less than $2.5 million as of December 31, 2024. The Company’s stockholders’ eq…