| Item 1. | |
| (a) | Name of issuer:
Ernexa Therapeutics Inc. |
| (b) | Address of issuer's principal executive offices:
1035 Cambridge Street, Suite 18A, Cambridge, MA 02141 |
| Item 2. | |
| (a) | Name of person filing:
This statement is filed by the following entity and individuals (collectively referred to as the "Reporting Persons")
Shameek Konar
Victoria Konar
Regolith Capital Investments LP
Shameek Konar and Victora Konar are the general partners of Regolith Capital Investments LP, and as a result, may be deemed to share voting and dispositive power with respect to the securities held by Regolith Capital Investments LP.
Regolith Capital Investments LP, Mr. Konar and Ms. Konar have entered into a Joint Filing Agreement, a copy of which is filed as Exhibit 99.1 to the initial Schedule 13G filed on May 15, 2025 and is hereby incorporated by reference, pursuant to which they have agreed to file this Amendment jointly in accordance with the provisions of Rule 13d-1(k) of the Securities Exchange Act of 1934, as amended. |
| (b) | Address or principal business office or, if none, residence:
The address for each of the Reporting Persons is 10608 Stoppard View Way, Knoxville, TN 37922. |
| (c) | Citizenship:
See Row 4 of each Reporting Person's cover page to this Schedule 13G. |
| (d) | Title of class of securities:
Common Stock, par value $0.005 per share |
| (e) | CUSIP No.:
114082308 |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
| (a) |  Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
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| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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| | |
| Item 4. | Ownership |
| (a) | Amount beneficially owned:
See Row 9 of the Reporting Person's cover page to this Schedule 13G. |
| (b) | Percent of class:
See Row 11 of the Reporting Person's cover page to this Schedule 13G. |
| (c) | Number of shares as to which the person has:
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| | (i) Sole power to vote or to direct the vote:
See Row 5 of the Reporting Person's cover page to this Schedule 13G.
|
| | (ii) Shared power to vote or to direct the vote:
See Row 6 of the Reporting Person's cover page to this Schedule 13G.
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| | (iii) Sole power to dispose or to direct the disposition of:
See Row 7 of the Reporting Person's cover page to this Schedule 13G.
|
| | (iv) Shared power to dispose or to direct the disposition of:
See Row 8 of the Reporting Person's cover page to this Schedule 13G.
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| Item 5. | Ownership of 5 Percent or Less of a Class. |
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Not Applicable
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| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. |
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Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. |
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Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. |
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Not Applicable
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| Item 9. | Notice of Dissolution of Group. |
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Not Applicable
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Rule 13d-1(c)