Form 8-K Ernexa Therapeutics Inc. For: Jun 22

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June 26, 2026 4:31 PM EDT

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 22, 2026

Ernexa Therapeutics Inc.

(Exact Name of Registrant as Specified in its Charter)

Delaware	001-11460	31-1103425
(State or Other Jurisdiction	(Commission	(IRS Employer
of Incorporation)	File Number)	Identification No.)

1035 Cambridge Street, Suite 18A
Cambridge, MA		02141
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: (617) 798-6700

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading symbol		Name of each exchange on which registered
Common Stock, par value $0.005 per share		ERNA		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934:

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On June 22, 2026, Sandra Gurrola, Senior Vice President of Finance of Ernexa Therapeutics Inc., a Delaware corporation (the “Company”), delivered her notice of resignation, with such resignation becoming effective July 3, 2026. Ms. Gurrola’s resignation was not a result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.

Following the effective date of her resignation, Ms. Gurrola has agreed to provide transition assistance to the Company on a part-time basis for up to 10 hours per week through the filing of the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2026. The Company has not yet determined the compensation, if any, payable to Ms. Gurrola for such transition services. If the Company enters into or approves a material compensatory arrangement with Ms. Gurrola in connection with her resignation or transition services, the Company will disclose such arrangement in accordance with applicable SEC rules.

The Company has initiated a search to identify a successor. Until a successor is appointed, the Company expects to use additional outside support to assist with finance, accounting, and reporting matters.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits.

Exhibit

Number

Description

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

-2-

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.