Ernexa Therapeutics Inc 2026年季度报告

FORM 10-Q (Mark One) ☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2026 or ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _________ to _____________ Commission file number: 001-11460 Ernexa Therapeutics Inc.(Exact name of registrant as specified in its charter) 31-1103425(I.R.S. Employer Identification No.) 02141(Zip Code) (617) 798-6700(Registrant’s telephone number, including area code) Securities registered pursuant to Section 12(b) of the Act: Name of Each Exchange on Which RegisteredThe Nasdaq Stock Market LLC Common Stock, $0.005 par valueCommon Stock Purchase Warrants The Nasdaq Stock Market LLC ERNAERNAW Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),and (2) has been subject to such filing requirements for the past 90 days. Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every interactive data file required to be submitted pursuantto Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrantwas required to submit such files). Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smallerreporting company or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reportingcompany,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Accelerated filer☐Smaller reporting company☒Emerging growth company☐ Large accelerated filer☐Non-accelerated filer☒ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes☐No☒As of May 8, 2026, the registrant had outstanding 1,166,333 shares of common stock, $0.005 par value per share. TABLE OF CONTENTS PART I. FINANCIAL INFORMATION1Item 1. Financial Statements1Condensed Consolidated Balance Sheets1Condensed Consolidated Statements of Operations2Condensed Consolidated Statements of Stockholders’ Equity (Deficit)3Condensed Consolidated Statements of Cash Flows4Notes to Condensed Consolidated Financial Statements5Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.17Item 3. Quantitative and Qualitative Disclosures About Market Risk.23Item 4. Controls and Procedures.23PART II — OTHER INFORMATION24Item 1. Legal Proceedings.24Item 1A. Risk Factors.24Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.24Item 3. Defaults Upon Senior Securities.24Item 4. Mine Safety Disclosures.24Item 5. Other Information.24Item 6. Exhibits25Signatures26i CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS This Quarterly Report on Form 10-Q contains “forward-looking statements” as that term is defined under the Private SecuritiesLitigation Reform Act of 1995 (“PSLRA”), Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Forward-looking statements include statements relatedto future events, results, performance, prospects and opportunities, including statements related to our strategic plans, capital needs,and our financial position. Forward-looking statements are based on information currently available to us, on our current expectations,estimates, forecasts, and projections about the industries in which we operate and on the beliefs and assumptions of management.Forward looking statements often contain words such as “expects,” “anticipates,” “could,” “targets,” “projects,” “intends,” “plans,”“believes,” “seeks,” “estimates,” “may,” “will,” “would,” and similar expressions. In addition, any statements that refer to projectionsof our future financial performance, our anticipated growth and trends in our business, and other characterizations of future events orcircumstances, are forward-looking statements. Forward-looking statements by their nature address matters that are, to differentdegrees, subject to risks and uncertainties that could cause actual results to differ materially and adversely from those expressed in anyforward-looking statements. For us, particular factors that might cause or contribute to such differences include those risks anduncertainties described in Part I, Item 1A “Risk Factors” of our Annual Report on Form 10-K for the year ended December 31, 2025filed wi