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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)






SCHEDULE 13G




Comment for Type of Reporting Person:   Freebird Investments LLC, a Texas limited liability company ("Freebird Investments"), serves as the general partner of Freebird Partners, a Texas limited partnership ("Freebird Partners"). Curtis W. Huff is the sole member of Freebird Investments. By virtue of these relationships, each of Freebird Investments and Mr. Huff may be deemed to share beneficial ownership of the securities held of record by Freebird Partners. Share counts in Rows 6, 8 and 9 include (i) 735,415 shares of common stock, par value $0.005 per share (the "Common Stock"), of Ernexa Therapeutics Inc. (formerly Eterna Therapeutics, Inc.), a Delaware corporation (the "Issuer") held by Freebird Partners; and (ii) 50,625 shares of Common Stock of the Issuer (the "Warrant Shares"), issuable upon exercise of Pre-Funded Common Stock Purchase Warrants (collectively, the "Warrants") issued by the Issuer in favor of Freebird Partners which may be exercised at any time, at a nominal exercise price of $0.005 per Warrant Share. Pursuant to the terms of the Warrants, the Reporting Person cannot exercise either Warrant for Warrant Shares to the extent the Reporting Person would beneficially own, after any such conversion or exercise, more than 9.99% of the outstanding shares of Common Stock (the "Blocker"). The table excludes 324,759 shares of Common Stock issuable upon exercise of the Warrants because of the Blocker on each Warrant. Percentage of ownership in Row 11 is based on an aggregate of 7,899,514 shares of Common Stock outstanding, consisting of (1) 7,848,889 shares of Common Stock outstanding as reported in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on November 7, 2025 and (2) 50,625 Warrant Shares issuable upon exercise of the Warrants. The purpose of this Amendment No. 5 to Schedule 13G (the "Amendment") filed by the Reporting Persons with the Securities and Exchange Commission on December 2, 2022, as amended and supplemented to date, is solely to update the Reporting Persons' beneficial ownership information on the cover pages and in Item 4 to reflect the Issuer's 1-for-15 reverse stock split of its outstanding shares of Common Stock that was effected on June 10, 2025, as well as to update Item 2(e) in respect of such reverse stock split.


SCHEDULE 13G




Comment for Type of Reporting Person:   As noted above, Freebird Investments serves as the general partner of Freebird Partners and, as a result, may be deemed to share beneficial ownership of the securities held of record by Freebird Partners. Share counts in Rows 6, 8 and 9 include (i) 735,415 shares of Common Stock of the Issuer held by Freebird Partners; and (ii) 50,625 Warrant Shares issuable upon exercise of the Warrants which may be exercised at any time, at a nominal exercise price of $0.005 per Warrant Share. As noted above, the Warrants each have a Blocker and the table excludes 324,759 shares of Common Stock issuable upon exercise of the Warrants because of the Blocker on each Warrant. Percentage of ownership in Row 11 is based on an aggregate of 7,899,514 shares of Common Stock outstanding, consisting of (1) 7,848,889 shares of Common Stock outstanding as reported in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on November 7, 2025 and (2) 50,625 Warrant Shares issuable upon exercise of the Warrants.


SCHEDULE 13G




Comment for Type of Reporting Person:   As noted above, Curtis W. Huff is the sole member of Freebird Investments, which is the general partner of Freebird Partners, and, as a result, he may be deemed to share beneficial ownership of the securities held of record by Freebird Partners. Share counts in Rows 6, 8 and 9 include (i) 735,415 shares of Common Stock of the Issuer held by Freebird Partners; and (ii) 50,625 Warrant Shares issuable upon exercise of the Warrants which may be exercised at any time, at a nominal exercise price of $0.005 per Warrant Share. As noted above, the Warrants each have a Blocker and the table excludes 324,759 shares of Common Stock issuable upon exercise of the Warrants because of the Blocker on each Warrant. Percentage of ownership in Row 11 is based on an aggregate of 7,899,514 shares of Common Stock outstanding, consisting of (1) 7,848,889 shares of Common Stock outstanding as reported in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on November 7, 2025 and (2) 50,625 Warrant Shares issuable upon exercise of the Warrants.


SCHEDULE 13G



 
Freebird Partners LP
 
Signature:/s/ Curtis Huff
Name/Title:Curtis Huff, Chairman and President
Date:12/19/2025
 
Freebird Investments LLC
 
Signature:/s/ Curtis Huff
Name/Title:Curtis Huff, Chairman and President
Date:12/19/2025
 
Curtis Huff
 
Signature:/s/ Curtis Huff
Name/Title:Curtis Huff
Date:12/19/2025