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CERO Therapeutics (OTCQB: CERO) registers 729.6M shares; files convertible note details

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
424B3

Rhea-AI Filing Summary

CERO Therapeutics Holdings, Inc. files Prospectus Supplement No. 13 to its Form S-1 registering 729,596,950 shares of common stock. The supplement attaches a Form 8-K that discloses an amended and restated convertible promissory note providing up to $1,413,600 in aggregate loans, of which $750,000 was previously funded and an additional $663,600 funded on June 23, 2026. The Note bears interest at 10% per annum, matures on May 28, 2027, and is convertible into common stock at the lesser of $0.05 per share or 80% of a short-term average trading price, subject to a 4.99% beneficial ownership limitation. The supplement also states the company will file a registration statement covering resale of shares issuable upon conversion.

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Insights

Registration covers a large block of common stock and supports convertible-note resale.

The prospectus supplement registers 729,596,950 shares and incorporates a Form 8-K describing an amended convertible note with a $1,413,600 cap. The Note requires the company to file a registration statement for resale of conversion shares, which is consistent with typical investor-protection provisions.

Key legal qualifiers include conversion pricing tied to the lesser of $0.05 or 80% of a short-term average price and a 4.99% beneficial ownership limit. The registration and conversion mechanics are conditioned on the registration being effective and on the Note's adjustment provisions.

Convertible financing supplies near-term cash but could create share overhang if converted.

The company received $663,600 on June 23, 2026 under an amended note bringing funded principal to $1,413,600 maximum, with 10% interest and maturity on May 28, 2027. Conversion is available at a low fixed floor ($0.05) or a discounted market-based formula.

Future conversion and resale will depend on registration effectiveness; the filing states the company will register conversion shares. Subsequent filings should be reviewed for the registration's timing and any exercises that may affect outstanding share counts.

Registered shares 729,596,950 shares Prospectus Supplement No. 13 cover
Maximum Loan Amount $1,413,600 Amended and Restated Note (June 23, 2026)
Previously funded $750,000 Funded pursuant to the Original Note
Additional funding $663,600 Funded on June 23, 2026
Interest rate 10% per annum Note terms
Maturity May 28, 2027 Note maturity date
Conversion floor $0.05 per share Conversion price is the lesser of $0.05 or 80% of a short-term average
Beneficial ownership limit 4.99% Conversion limitation in the Note
Last quoted bid - common stock $0.0100 per share OTCQB quoted bid as of June 25, 2026
Last quoted bid - public warrants $0.0015 per warrant OTCID quoted bid as of June 25, 2026
Registration Statement on Form S-1 regulatory
"Prospectus dated December 5, 2025""
A registration statement on Form S-1 is a detailed filing a company submits to the U.S. securities regulator to register new shares for public sale; it includes a plain-language prospectus, financial statements, business description and risk factors. For investors it matters because it provides the official, comprehensive blueprint of the offering — like an owner’s manual — allowing buyers to assess risks, inspect financial health and compare valuation before deciding to invest.
convertible promissory note financial
"entered into an amended and restated promissory note"
A convertible promissory note is a loan a company takes now that can later be turned into shares instead of being repaid in cash. Think of it as lending money with the option to accept ownership in the business down the road; that matters to investors because it affects who gets paid first, how much ownership existing shareholders keep, and the company’s future valuation and cash needs. Terms such as conversion price, interest and maturity determine the financial impact.
beneficial ownership limitation regulatory
"including a beneficial ownership limitation of 4.99%"
A beneficial ownership limitation is a rule that caps the percentage of a company’s shares an investor can be treated as owning or controlling for voting, regulatory or tax purposes. It matters to investors because it can restrict how many shares a person or group can buy or vote, affect takeover chances, and influence share liquidity and value — like a speed limit that prevents any single driver from taking over the whole road.
Section 4(a)(2) regulatory
"reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act"
Section 4(a)(2) is a part of U.S. securities laws that allows companies to sell their stock directly to certain investors without registering the sale with regulators. This process is often used for private placements, making it easier and faster for companies to raise money from knowledgeable or institutional investors. It matters to investors because it provides an alternative way to buy shares, often with fewer disclosures and lower costs.
Offering Type primary

AI-generated analysis. How Rhea-AI works. Not financial advice.

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FAQ

What does CERO (CERO) register in Prospectus Supplement No. 13?
The supplement registers 729,596,950 shares of common stock. It updates the Form S-1 and attaches a Form 8-K that describes an amended convertible promissory note funding.

How much can CERO borrow under the amended promissory note?
The Note permits borrowing up to an aggregate of $1,413,600. $750,000 was funded under the original note and an additional $663,600 was funded on June 23, 2026.

What are the conversion terms of the Note disclosed by CERO?
The Note is convertible into common stock at the lesser of $0.05 per share or 80% of the average of the five lowest intraday prices during the prior 20 trading days, subject to adjustments and a 4.99% beneficial ownership cap.

When does the Note mature and what is the interest rate?
The Note matures on May 28, 2027 and bears interest at 10% per annum, as disclosed in the attached Form 8-K incorporated into the prospectus supplement.

Will CERO register shares issuable upon conversion of the Note?
Yes. The Note requires the company to prepare and file a registration statement on Form S-1 or S-3 covering resale of all shares issuable upon conversion of the Note.

Filed Pursuant to Rule 424(b)(3)

Registration No. 333-291984

 

Prospectus Supplement No. 13

(To Prospectus dated December 5, 2025, as supplemented by

Prospectus Supplement No. 1 dated December 19, 2025

Prospectus Supplement No. 2 dated January 8, 2026

Prospectus Supplement No. 3 dated February 3, 2026

Prospectus Supplement No. 4 dated February 4, 2026

Prospectus Supplement No. 5 dated February 20, 2026

Prospectus Supplement No. 6 dated March 11, 2026

Prospectus Supplement No. 7 dated April 14, 2026

Prospectus Supplement No. 8 dated April 15, 2026

Prospectus Supplement No. 9 dated May 1, 2026

Prospectus Supplement No. 10 dated May 1, 2026

Prospectus Supplement No. 11 dated May 15, 2026

Prospectus Supplement No. 12 dated May 29, 2026)

 

 

CERO THERAPEUTICS HOLDINGS, INC.

729,596,950 Shares of Common Stock

 

 

 

This prospectus supplement no. 13 (this “Prospectus Supplement”) amends and supplements the prospectus dated December 5, 2025 (as may be supplemented or amended from time to time, the “Prospectus”), which forms part of our Registration Statement on Form S-1 (Registration Statement No. 333-291984). This Prospectus Supplement is being filed to update and supplement the information included or incorporated by reference in the Prospectus with the information contained in the attached Current Report on Form 8-K, filed with the Securities and Exchange Commission (the “Securities and Exchange Commission”) on June 26, 2026 (the “Form 8-K”). Accordingly, we have attached the Form 8-K to this Prospectus Supplement.

 

This Prospectus Supplement updates and supplements the information in the Prospectus and is not complete without, and may not be delivered or utilized except in combination with, the Prospectus, including any amendments or supplements thereto. This Prospectus Supplement should be read in conjunction with the Prospectus, and if there is any inconsistency between the information in the Prospectus and this Prospectus Supplement, you should rely on this Prospectus Supplement.

 

Our common stock is traded on OTCQB under the symbol “CERO” and our public warrants is traded on OTCID under the symbol “CEROW,” respectively. On June 25, 2026, the last quoted bid price of our common stock as reported on OTCQB was $0.0100 per share and the last quoted bid price of our public warrants as reported on OTCID was $0.0015 per warrant.

 

We are an “emerging growth company” under applicable federal securities laws and will be subject to reduced public company reporting requirements.

 

Investing in our securities involves a high degree of risk. Before buying any securities, you should carefully read the discussion of the risks of investing in our securities in “Risk Factors” beginning on page 8 of the Prospectus.

 

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the securities to be issued under the Prospectus or determined if the Prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

 

The date of this Prospectus Supplement is June 26, 2026.

 

 

 

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

 

Pursuant to Section 13 or Section 15(d)

of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): June 23, 2026

 

CERO THERAPEUTICS HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

 

Delaware   001-40877   81-4182129

(State or other jurisdiction of

incorporation or organization)

   (Commission File Number)  

(I.R.S. Employer

Identification Number)

 

201 Haskins Way, Suite 230,

South San Francisco, CA

   94080
(Address of principal executive offices)   (Zip Code)

 

(650) 407-2376

Registrant’s telephone number, including area code

 

Not applicable

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading Symbol(s)   Name of each exchange on which registered
Common Stock, par value $0.0001 per share   CERO   None
Warrants, each warrant exercisable for one two-thousandths of a share of Common Stock   CEROW   None

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

 

Emerging growth company ☒

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

 

 

 

 

Item 1.01 Entry into a Material Definitive Agreement.

 

On June 23, 2026, CERo Therapeutics Holdings, Inc., a Delaware corporation (the “Company”) entered into an amended and restated promissory note (the “Note”) with SRX Health Solutions, Inc. (“Lender”), which amends and restates in its entirety that certain promissory note issued by the Company in favor of the Lender on May 28, 2026 (the “Original Note”). Pursuant to the Note, the Company may borrow, from time to time thereunder, up to a maximum aggregate amount not to exceed a sum of $1,413,600 (the “Maximum Loan Amount”). Of the Maximum Loan Amount, $750,000 was funded pursuant to the Original Note, and an additional $663,600 was funded on June 23, 2026. The Note bears interest at a rate of 10% per annum, matures on May 28, 2027, and is convertible into shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”). At any time after the issuance of the Note, the Lender, at its option, is entitled to convert all or any lesser portion of the outstanding principal amount and accrued but unpaid interest into Common Stock at a conversion price equal to the lesser of (i) $0.05 and (ii) 80% of the average of the 5 (five) lowest intraday trading prices during the 20 (twenty) days prior to the day that the Lender requests conversion, unless otherwise modified by mutual agreement between the parties, subject to certain adjustments and limitations, including a beneficial ownership limitation of 4.99%.

 

Pursuant to the terms of the Note, the Company shall prepare and file with the U.S. Securities and Exchange Commission (the “SEC”), a registration statement on Form S-1 or S-3, covering the resale of all of the shares of Common Stock issuable upon the conversion of the Note.

 

The issuance of the Note was made in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and Rule 506(b) promulgated thereunder. The Note and the shares of Common Stock issuable upon conversion thereof have not been registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.

 

The foregoing description of the Note is qualified in its entirety by reference to the full text of such document, a copy of which is filed as Exhibit 4.1 to this Current Report on Form 8-K and is incorporated herein by reference.

 

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

 

The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.

 

Item 3.02 Unregistered Sales of Equity Securities.

 

The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02. The issuance of the Note was made in reliance on the exemption provided by Section 4(a)(2) of the Securities Act, for the offer and sale of securities not involving a public offering. The Company’s reliance upon Section 4(a)(2) of the Securities Act in issuing the Notes was based upon the following factors: (a) the issuance of the Note was an isolated private transaction by us which did not involve a public offering; (b) the Lender is an accredited investor; (c) the Company did not engage in general solicitation or advertising in connection with the issuance; and (d) the Lender represented that, among other things, it was acquiring the securities for investment purposes only and not with a view to distribution, it has received information about the Company necessary to make an informed investment decision, and the Lender is capable of evaluating the merits and risks of its investment. Any shares of Common Stock issuable upon conversion of the Note will be issued in reliance on the exemption from registration provided by Section 3(a)(9) or Section 4(a)(2) of the Securities Act.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit No.   Description
4.1   Amended and Restated Note (June 2026).
104   Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

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SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Dated: June 26, 2026 CERO THERAPEUTICS HOLDINGS, INC.
   
  By: /s/ Chris Ehrlich
  Name: Chris Ehrlich
  Title: Chief Executive Officer

 

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Source: View Original Filing on SEC EDGAR