ernекса治疗公司2025年季度报告

or TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period from _________ to _____________ Commission file number:001-11460 2025 and 2024Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2025 and 2024 Notes to Condensed Consolidated Financial StatementsManagement’s Discussion and Analysis of Financial Condition and Results of OperationsQuantitative and Qualitative Disclosures About Market RiskControls and ProceduresPART II – OTHER INFORMATIONLegal ProceedingsRisk FactorsUnregistered Sales of Equity Securities and Use of ProceedsDefaults Upon Senior SecuritiesMine Safety Disclosures For the three months endedMarch 31, Adjustments to reconcile net loss to net cash used in operating activities: Depreciation and amortization18Stock-based compensation502Amortization of right-of-use asset51Gain on disposal of fixed assets-Accrued interest expense6 Change in fair value of warrant liabilities(1)Changes in operating assets and liabilities:Other receivables281Prepaid expenses and other current assets49 Other liabilitiesNet cash used in operating activities Cash flows from investing activities:Purchase of property and equipment-Proceeds received from the sale of fixed assets-Net cash used in investing activities- Proceeds received from the convertible notes financing-Fees paid related to the convertible notes financing-Net cash provided by financing activities2,254 Cash, cash equivalents and restricted cash at end of period$1,918$Supplemental disclosures of cash flow information:Cash paid during the period for: Adjustment to lease liability and ROU asset due to remeasurement$-$Property and equipment purchased but not paid$-$ 1)DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION Ernexa Therapeutics Inc. (the “Company”) is a preclinical-stage synthetic allogeneic iMSC therapy company. Its vision is toimprove the lives of patients with difficult-to-treat diseases through innovative, effective, and safe, but accessible cellular therapies,and its mission is to develop allogenic off-the-shelf cellular therapies, leveraging induced pluripotent stem cell (“iPSC”)-derivedmesenchymal stem cells (“iMSCs”) to target solid tumors and autoimmune diseases.As used herein, the “Company” or “Ernexa” refers collectively to Ernexa and its consolidated subsidiaries (EternaTherapeutics LLC, Novellus, Inc. and Novellus Therapeutics Limited) unless otherwise stated or the context otherwise requires. In for complete financial statements. In the opinion of management, the unaudited financial statements include all the normal recurringadjustments that are necessary for a fair presentation of the financial position, results of operations and cash flows for the periods These condensed consolidated financial statements should be read together with the audited consolidated financial statements Securities and Exchange Commission (the “SEC”) on March 12, 2025. The accompanying condensed consolidated balance sheet as ofDecember 31, 2024 has been derived from the audited financial statements contained in the 2024 10-K but does not include all of theinformation and footnotes required by GAAP for complete financial statements. The results of operations for the three months endedMarch 31, 2025 are not necessarily indicative of the results to be anticipated for the entire year ending December 31, 2025, or anyother period. The Company has incurred significant operating losses and has an accumulated deficit as a result of its efforts to developproduct candidates and provide general and administrative support for operations. As of March 31, 2025, the Company had a cashbalance of approximately $1.9million and an accumulated deficit of approximately $239.7million. For the three months ended March31, 2025, the Company incurred a net loss of $8.2million, which includes a $5.3million non-cash expense upon entering into a In April 2023, the Company entered into a standby equity purchase agreement (the “SEPA”) with Lincoln Park Capital Fund,LLC (“Lincoln Park”), pursuant to which Lincoln Park committed to purchase up to $10.0million of the Company’s common stock inan “equity line” financing arrangement.Noshares were sold under the SEPA during the three months ended March 31, 2025, and the In September 2024, the Company entered into certain financing agreements for the private placement of $3.9million inconvertible notes (the “Bridge Notes”) and $1.1million in shares of the Company’s common stock (the “Equity Financing”), as wellas exchange agreements for the exchange of previously issued convertible notes and warrants into shares of common stock (the“Exchange Transaction,” and collectively, the “September 2024 Transactions”). The September 2024 Transactions were subject to On April 2, 2025, the Company received $1.1million in gross proceeds from the sale of shares of the Company’s commonstock and prefunded warrants. See Note 12,Equity Transaction - Privat