<SEC-DOCUMENT>0000950170-25-071206.txt : 20250514
<SEC-HEADER>0000950170-25-071206.hdr.sgml : 20250514
<ACCEPTANCE-DATETIME>20250514141423
ACCESSION NUMBER:		0000950170-25-071206
CONFORMED SUBMISSION TYPE:	SCHEDULE 13G/A
PUBLIC DOCUMENT COUNT:		1
FILED AS OF DATE:		20250514
DATE AS OF CHANGE:		20250514

SUBJECT COMPANY:	

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			Ernexa Therapeutics Inc.
		CENTRAL INDEX KEY:			0000748592
		STANDARD INDUSTRIAL CLASSIFICATION:	PHARMACEUTICAL PREPARATIONS [2834]
		ORGANIZATION NAME:           	03 Life Sciences
		EIN:				311103425
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		SCHEDULE 13G/A
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	005-42217
		FILM NUMBER:		25944485

	BUSINESS ADDRESS:	
		STREET 1:		1035 CAMBRIDGE STREET
		STREET 2:		SUITE 18A
		CITY:			CAMBRIDGE
		STATE:			MA
		ZIP:			02141
		BUSINESS PHONE:		(617) 798-6700

	MAIL ADDRESS:	
		STREET 1:		10531 4S COMMONS DRIVE
		STREET 2:		SUITE 166-550
		CITY:			SAN DIEGO
		STATE:			CA
		ZIP:			92127

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	Eterna Therapeutics Inc.
		DATE OF NAME CHANGE:	20221017

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	Brooklyn ImmunoTherapeutics, Inc.
		DATE OF NAME CHANGE:	20210325

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	NTN BUZZTIME INC
		DATE OF NAME CHANGE:	20051230

FILED BY:		

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			Freebird Partners LP
		CENTRAL INDEX KEY:			0001955231
		ORGANIZATION NAME:           	
		EIN:				331028238
		STATE OF INCORPORATION:			TX
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		SCHEDULE 13G/A

	BUSINESS ADDRESS:	
		STREET 1:		2800 POST OAK BLVD.
		STREET 2:		SUITE 2000
		CITY:			HOUSTON
		STATE:			TX
		ZIP:			77056
		BUSINESS PHONE:		713-961-0118

	MAIL ADDRESS:	
		STREET 1:		2800 POST OAK BLVD.
		STREET 2:		SUITE 2000
		CITY:			HOUSTON
		STATE:			TX
		ZIP:			77056
</SEC-HEADER>
<DOCUMENT>
<TYPE>SCHEDULE 13G/A
<SEQUENCE>1
<FILENAME>primary_doc.xml
<TEXT>
<XML>
<?xml version="1.0" encoding="UTF-8"?><edgarSubmission xmlns="http://www.sec.gov/edgar/schedule13g" xmlns:xsd="http://www.w3.org/2001/XMLSchema" xmlns:xsi="http://www.w3.org/2001/XMLSchema-instance">
  <headerData>
    <submissionType>SCHEDULE 13G/A</submissionType>
    <filerInfo>
      <filer>
        <filerCredentials>
          <cik>0001955231</cik>
          <ccc>XXXXXXXX</ccc>
        </filerCredentials>
      </filer>
      <liveTestFlag>LIVE</liveTestFlag>



    </filerInfo>
  </headerData>
  <formData>
    <coverPageHeader>
      <amendmentNo>4</amendmentNo>
      <securitiesClassTitle>Common Stock, par value $0.005 per share</securitiesClassTitle>
      <eventDateRequiresFilingThisStatement>03/31/2025</eventDateRequiresFilingThisStatement>
      <issuerInfo>
        <issuerCik>0000748592</issuerCik>
        <issuerName>Ernexa Therapeutics Inc.</issuerName>
        <issuerCusip>114082209</issuerCusip>
        <issuerPrincipalExecutiveOfficeAddress>
          <street1 xmlns="http://www.sec.gov/edgar/common">1035 Cambridge Street</street1>
          <street2 xmlns="http://www.sec.gov/edgar/common">Suite 18A</street2>
          <city xmlns="http://www.sec.gov/edgar/common">Cambridge</city>
          <stateOrCountry xmlns="http://www.sec.gov/edgar/common">MA</stateOrCountry>
          <zipCode xmlns="http://www.sec.gov/edgar/common">02141</zipCode>
        </issuerPrincipalExecutiveOfficeAddress>
      </issuerInfo>
      <designateRulesPursuantThisScheduleFiled>
        <designateRulePursuantThisScheduleFiled>Rule 13d-1(c)</designateRulePursuantThisScheduleFiled>
      </designateRulesPursuantThisScheduleFiled>
    </coverPageHeader>
    <coverPageHeaderReportingPersonDetails>


      <reportingPersonName>Freebird Partners LP</reportingPersonName>
      <memberGroup>b</memberGroup>
      <citizenshipOrOrganization>TX</citizenshipOrOrganization>
      <reportingPersonBeneficiallyOwnedNumberOfShares>
        <soleVotingPower>0</soleVotingPower>
        <sharedVotingPower>6211530</sharedVotingPower>
        <soleDispositivePower>0</soleDispositivePower>
        <sharedDispositivePower>6211530</sharedDispositivePower>
      </reportingPersonBeneficiallyOwnedNumberOfShares>
      <reportingPersonBeneficiallyOwnedAggregateNumberOfShares>6211530</reportingPersonBeneficiallyOwnedAggregateNumberOfShares>
      <aggregateAmountExcludesCertainSharesFlag>N</aggregateAmountExcludesCertainSharesFlag>
      <classPercent>9.9</classPercent>
      <typeOfReportingPerson>PN</typeOfReportingPerson>
      <comments>
Freebird Investments LLC, a Texas limited liability company ("Freebird Investments"), serves as the general partner of Freebird Partners LP, 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) 6,211,520 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) 10 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 1,518,726 shares of Common Stock issuable upon exercise of the Warrants because of the Blocker on each Warrant.

Row 11 is calculated based on 62,363,763 shares of the Common Stock of the Issuer outstanding as of May 7, 2025 as reported in the Issuer's Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2025 filed with the SEC on May 7, 2025.

The number of shares beneficially owned in Rows 6, 8 and 9 and the number of shares outstanding for purposes of Row 11 do not include shares and shares underlying pre-funded warrants that will be issued to the Freebird Partners pursuant to that certain Securities Purchase Agreement dated as of March 31, 2025 between the Issuer and the purchasers identified on the signature pages thereto, including the Trust (the "SPA"), following the receipt of stockholder approval at the Issuer's annual meeting of stockholders to be held on June 2, 2025.

</comments>
    </coverPageHeaderReportingPersonDetails>
    <coverPageHeaderReportingPersonDetails>


      <reportingPersonName>Freebird Investments LLC</reportingPersonName>
      <memberGroup>b</memberGroup>
      <citizenshipOrOrganization>TX</citizenshipOrOrganization>
      <reportingPersonBeneficiallyOwnedNumberOfShares>
        <soleVotingPower>0</soleVotingPower>
        <sharedVotingPower>6211530</sharedVotingPower>
        <soleDispositivePower>0</soleDispositivePower>
        <sharedDispositivePower>6211530</sharedDispositivePower>
      </reportingPersonBeneficiallyOwnedNumberOfShares>
      <reportingPersonBeneficiallyOwnedAggregateNumberOfShares>6211530</reportingPersonBeneficiallyOwnedAggregateNumberOfShares>
      <aggregateAmountExcludesCertainSharesFlag>N</aggregateAmountExcludesCertainSharesFlag>
      <classPercent>9.9</classPercent>
      <typeOfReportingPerson>OO</typeOfReportingPerson>
      <comments>
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) 6,211,520 shares of Common Stock of the Issuer held by Freebird Partners; and (ii) 10 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 1,518,726 shares of Common Stock issuable upon exercise of the Warrants because of the Blocker on each Warrant.

Row 11 is calculated based on 62,363,763 shares of the Common Stock of the Issuer outstanding as of May 7, 2025 as reported in the Issuer's Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2025 filed with the SEC on May 7, 2025.

The number of shares beneficially owned in Rows 6, 8 and 9 and the number of shares outstanding for purposes of Row 11 do not include shares and shares underlying pre-funded warrants that will be issued to the Freebird Partners pursuant to the "SPA", following the receipt of stockholder approval at the Issuer's annual meeting of stockholders to be held on June 2, 2025.</comments>
    </coverPageHeaderReportingPersonDetails>
    <coverPageHeaderReportingPersonDetails>


      <reportingPersonName>Curtis Huff</reportingPersonName>
      <memberGroup>b</memberGroup>
      <citizenshipOrOrganization>X1</citizenshipOrOrganization>
      <reportingPersonBeneficiallyOwnedNumberOfShares>
        <soleVotingPower>0</soleVotingPower>
        <sharedVotingPower>6211530</sharedVotingPower>
        <soleDispositivePower>0</soleDispositivePower>
        <sharedDispositivePower>6211530</sharedDispositivePower>
      </reportingPersonBeneficiallyOwnedNumberOfShares>
      <reportingPersonBeneficiallyOwnedAggregateNumberOfShares>6211530</reportingPersonBeneficiallyOwnedAggregateNumberOfShares>
      <aggregateAmountExcludesCertainSharesFlag>N</aggregateAmountExcludesCertainSharesFlag>
      <classPercent>9.9</classPercent>
      <typeOfReportingPerson>IN</typeOfReportingPerson>
      <comments>
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) 6,211,520 shares of Common Stock of the Issuer held by Freebird Partners; and (ii) 10 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 1,518,726 shares of Common Stock issuable upon exercise of the Warrants because of the Blocker on each Warrant.

Row 11 is calculated based on 62,363,763 shares of the Common Stock of the Issuer outstanding as of May 7, 2025 as reported in the Issuer's Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2025 filed with the SEC on May 7, 2025.

The number of shares beneficially owned in Rows 6, 8 and 9 and the number of shares outstanding for purposes of Row 11 do not include shares and shares underlying pre-funded warrants that will be issued to the Freebird Partners pursuant to the "SPA", following the receipt of stockholder approval at the Issuer's annual meeting of stockholders to be held on June 2, 2025.</comments>
    </coverPageHeaderReportingPersonDetails>
    <items>
      <item1>
        <issuerName>Ernexa Therapeutics Inc.</issuerName>
        <issuerPrincipalExecutiveOfficeAddress>1035 Cambridge Street, Suite 18A, Cambridge, MA 02141</issuerPrincipalExecutiveOfficeAddress>
      </item1>
      <item2>
        <filingPersonName>This statement is filed by the following entities and individuals (collectively, referred to as the "Reporting Persons"):

*Freebird Partners LP, a Texas limited partnership;

*Freebird Investments LLC, a Texas limited liability company;

*Curtis W. Huff, an individual and a citizen of the United States of America.

Freebird Investments LLC is the general partner of Freebird Partners LP, and as a result, may be deemed to share voting and dispositive power with respect to the securities held by Freebird Partners LP.

Curtis Huff is the sole member of Freebird Investments LLC, which is the general partner of Freebird Partners LP, and as a result, may be deemed to share voting and dispositive power with respect to the securities held by Freebird Partners LP.

Freebird Partners LP, Freebird Investments LLC, and Mr. Huff have entered into a Joint Filing Agreement, a copy of which was filed with the Schedule 13G on December 2, 2022 as Exhibit 99.1, which 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 Act.</filingPersonName>
        <principalBusinessOfficeOrResidenceAddress>The address of the principal business office for each of the Reporting Person is:

2800 Post Oak Blvd, Suite 2000
Houston, Texas 77056</principalBusinessOfficeOrResidenceAddress>
        <citizenship>See Row 4 of each Reporting Person's cover page to this Schedule 13G.</citizenship>
      </item2>
      <item3>
        <notApplicableFlag>Y</notApplicableFlag>
      </item3>
      <item4>
        <amountBeneficiallyOwned>See Row 9 of each Reporting Person's cover page to this Schedule 13G.</amountBeneficiallyOwned>
        <classPercent>See Row 11 of each Reporting Person's cover page to this Schedule 13G.</classPercent>
        <numberOfSharesPersonHas>
          <solePowerOrDirectToVote>See Row 5 of each Reporting Person's cover page to this Schedule 13G.</solePowerOrDirectToVote>
          <sharedPowerOrDirectToVote>See Row 6 of each Reporting Person's cover page to this Schedule 13G.</sharedPowerOrDirectToVote>
          <solePowerOrDirectToDispose>See Row 7 of each Reporting Person's cover page to this Schedule 13G.</solePowerOrDirectToDispose>
          <sharedPowerOrDirectToDispose>See Row 8 of each Reporting Person's cover page to this Schedule 13G.</sharedPowerOrDirectToDispose>
        </numberOfSharesPersonHas>
      </item4>
      <item5>
        <notApplicableFlag>Y</notApplicableFlag>
      </item5>
      <item6>
        <notApplicableFlag>Y</notApplicableFlag>
      </item6>
      <item7>
        <notApplicableFlag>Y</notApplicableFlag>
      </item7>
      <item8>
        <notApplicableFlag>Y</notApplicableFlag>
      </item8>
      <item9>
        <notApplicableFlag>Y</notApplicableFlag>
      </item9>
      <item10>
        <notApplicableFlag>N</notApplicableFlag>
        <certifications>By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.</certifications>
      </item10>
    </items>
    <signatureInformation>
      <reportingPersonName>Freebird Partners LP</reportingPersonName>
      <signatureDetails>
        <signature>/s/ Curtis Huff</signature>
        <title>Curtis Huff, Chairman and President</title>
        <date>05/14/2025</date>
      </signatureDetails>
    </signatureInformation>
    <signatureInformation>
      <reportingPersonName>Freebird Investments LLC</reportingPersonName>
      <signatureDetails>
        <signature>/s/ Curtis Huff</signature>
        <title>Curtis Huff, Chairman and President</title>
        <date>05/14/2025</date>
      </signatureDetails>
    </signatureInformation>
    <signatureInformation>
      <reportingPersonName>Curtis Huff</reportingPersonName>
      <signatureDetails>
        <signature>/s/ Curtis Huff</signature>
        <title>Curtis Huff</title>
        <date>05/14/2025</date>
      </signatureDetails>
    </signatureInformation>
  </formData>
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</SEC-DOCUMENT>
