Exhibit 3.1
CERTIFICATE OF AMENDMENT
OF
RESTATED CERTIFICATE OF INCORPORATION
OF
ernexa therapeutics Inc.
Ernexa Therapeutics Inc. (the “Corporation”), a Delaware corporation, does hereby certify that:
1. The certificate of incorporation of the Corporation is hereby amended by adding the following paragraph to the end of Article IV thereof:
“Effective immediately upon the effectiveness of the Certificate of Amendment adding this paragraph to Article IV of this Certificate of Incorporation (the “Effective Time”), each twenty-five (25) shares of Common Stock that are issued and outstanding immediately prior to the Effective Time shall be reclassified and combined into one (1) validly issued, fully paid and non-assessable share of Common Stock, subject to the treatment of fractional share interests as described below (the “Reverse Stock Split”). The Reverse Stock Split shall occur automatically without any further action by the Corporation or its stockholders and whether or not any certificate representing such shares immediately prior to the Effective Time (the “Old Certificate”) is surrendered to the Corporation. The Reverse Stock Split shall also apply to any outstanding securities or rights convertible into, or exchangeable or exercisable for, Common Stock. The Reverse Stock Split shall be effected on a certificate-by-certificate basis and no fractional shares shall be issued upon the reclassification and combination. In lieu of any fractional shares to which the holder would otherwise be entitled, the Corporation shall round up to the nearest whole share. Following the Effective Time, each Old Certificate shall thereafter represent that number of shares of Common Stock into which the shares of Common Stock represented by the Old Certificate shall have been reclassified and combined, subject to the elimination of fractional share interests as described above, until such time as such Old Certificate has been surrendered to the Corporation.”
2. The amendment set forth in this Certificate of Amendment has been duly adopted in accordance with Section 242 of the General Corporation Law of the State of Delaware.
3. This Certificate of Amendment shall be effective on May 4, 2026 at 12:01 a.m. Eastern Time.
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IN WITNESS WHEREOF, the Corporation has caused this Certificate to be executed and acknowledged on May 1, 2026.
| ERNEXA THERAPEUTICS INC. | |
| /s/ Sanjeev Luther | |
| Sanjeev Luther | |
| President and Chief Executive Officer |