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Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Checkbox not checked   Rule 13d-1(b)
Checkbox checked   Rule 13d-1(c)
Checkbox not checked   Rule 13d-1(d)




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SCHEDULE 13G




Comment for Type of Reporting Person:  The number of shares of Common Stock owned by the Reporting Person reflect both the Ernexa Therapeutics Inc.'s (the "Issuer") 1-for-15 reverse stock split of its outstanding shares of common stock, par value $0.005 per share (the "Common Stock") that was effected on June 10, 2025 (the "2025 Reverse Stock Split") and the Issuer's 1-for-25 reverse stock split of its outstanding shares of Common Stock that was effected on May 4, 2026 (the "2026 Reverse Stock Split"), each as reported. Rows 6, 8 and 9 consist of (i) 69,907 shares of Common Stock of the Issuer owned by Regolith Capital Investments LP ("Regolith"), (ii) 435 shares of common stock owned by Mr. Konar and (ii) 48,000 shares issuable upon the exercise of warrants to purchase 48,000 shares of Common Stock (the "Warrants"). Row 11 is calculated based on an aggregate 1,214,333 shares of Common Stock of the Issuer outstanding, which is calculated by adding (i) 1,166,333 shares of Common Stock of the Issuer outstanding, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on May 11, 2026, and (ii) 48,000 shares of Common Stock of the Issuer issuable to the Reporting Person upon exercise of the Warrants within 60 days, and which, for (ii), is deemed outstanding pursuant to Rule 13-3(d)(1)(i). Mr. Konar and Victoria Konar are the general partners of Regolith and Mr. Konar disclaims beneficial ownership of the securities held by Regolith except to the extent of his pecuniary interest therein. This Amendment No. 2 to Schedule 13G amends the Schedule 13G filed by the Reporting Persons named therein on May 15, 2025, as amended by Amendment No. 1 thereto filed with the SEC on December 16, 2025.


SCHEDULE 13G




Comment for Type of Reporting Person:  The number of shares of Common Stock owned by the Reporting Person reflect both the 2025 Reverse Stock Split and the 2026 Reverse Stock Split, each as reported. Rows 6, 8 and 9 consist of (i) 69,907 shares of Common Stock of the Issuer owned by Regolith, (ii) 435 shares of common stock owned by Ms. Konar's spouse, Shameek Konar and (ii) 48,000 shares issuable upon the exercise of the Warrants. Row 11 is calculated based on an aggregate 1,214,333 shares of Common Stock of the Issuer outstanding, which is calculated by adding (i) 1,166,333 shares of Common Stock of the Issuer outstanding, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on May 11, 2026, and (ii) 48,000 shares of Common Stock of the Issuer issuable to the Reporting Person upon exercise of the Warrants within 60 days, and which, for (ii), is deemed outstanding pursuant to Rule 13-3(d)(1)(i). Mr. Konar and Victoria Konar are the general partners of Regolith and Ms. Konar disclaims beneficial ownership of the securities held by Regolith except to the extent of her pecuniary interest therein.


SCHEDULE 13G




Comment for Type of Reporting Person:  The number of shares of Common Stock owned by the Reporting Person reflect both the 2025 Reverse Stock Split and the 2026 Reverse Stock Split, each as reported. Regolith is a Texas limited liability partnership. Shameek Konar and Victoria Konar are the general partners of Regolith. Rows 6, 8 and 9 consist of (i) 69,907 shares of common stock, par value $0.005 per share of the Issuer's Common Stock and (ii) 48,000 shares of Common Stock issuable upon the exercise of the Warrants. Row 11 is calculated based on an aggregate 1,214,333 of shares of Common Stock of the Issuer outstanding, which is calculated by adding (i) 1,166,333 shares of Common Stock of the Issuer outstanding, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on May 11, 2026, and (ii) 48,000 shares of Common Stock of the Issuer issuable to the Reporting Person upon exercise of the Warrants within 60 days, and which, for (ii), is deemed outstanding pursuant to Rule 13-3(d)(1)(i).


SCHEDULE 13G



 
Shameek Konar
 
Signature:/s/ Shameek Konar
Name/Title:Shameek Konar
Date:05/13/2026
 
Victoria Konar
 
Signature:/s/ Victoria Konar
Name/Title:Victoria Konar
Date:05/13/2026
 
Regolith Capital Investments LP
 
Signature:/s/ Shameek Konar
Name/Title:Shameek Konar/General Partner
Date:05/13/2026