CERO (OTCQB: CERO) registers 729.6M shares as conversion resale coverage
Rhea-AI Filing Summary
CERO Therapeutics Holdings, Inc. is registering 729,596,950 shares of Common Stock via a Prospectus Supplement. The supplement attaches a Form 8-K that discloses the company issued a convertible promissory note on May 28, 2026.
The Note was purchased for $750,000 (principal face value $937,500), bears interest at 10% per annum, matures on May 28, 2027, and is convertible into Common Stock at a conversion price equal to the lesser of $0.05 or 80% of the average of the five lowest intraday trading prices during the twenty days before conversion, subject to a 4.99% beneficial ownership limitation. The Note requires the company to file a registration statement covering resale of shares issuable on conversion. The prospectus supplement also states recent bid prices: Common Stock $0.0191 and public warrants $0.0022.
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Insights
Registration covers resale of shares issuable on a convertible note; issuer reliance on private placement exemptions.
The company filed a Prospectus Supplement registering 729,596,950 shares and attached a Form 8-K describing a convertible promissory note issued on May 28, 2026. The Note was sold in a private placement relying on Section 4(a)(2) and Rule 506(b).
Key legal constraints include the 4.99% beneficial ownership limitation and the conversion pricing formula (lesser of $0.05 or 80% of a defined trading-price average). Subsequent resale of conversion shares is conditioned on registration under the Securities Act.
Debt-to-equity conversion may create substantial potential dilution if fully converted.
The Note permits conversion into Common Stock under a low conversion-price cap ($0.05 or an 80% discount formula), which could produce a large number of shares relative to current market prices (recent bid $0.0191).
Cash impact: the company received $750,000 in financing; conversion mechanics and resale registration will determine actual equity issuance timing. Timing of conversion and holder actions will drive any near-term supply to the market.
Key Figures
Key Terms
convertible promissory note financial
beneficial ownership limitation regulatory
Section 4(a)(2) exemption regulatory
Form S-1 registration regulatory
Offering Details
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FAQ
What does CERO (CERO) register in Prospectus Supplement No. 12?
Who purchased the convertible note disclosed by CERO (CERO)?
What are the conversion terms of the Note disclosed by CERO (CERO)?
When does the convertible promissory note mature for CERO (CERO)?
Filed Pursuant to Rule 424(b)(3)
Registration No. 333-291984
Prospectus Supplement No. 12
(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)
CERO THERAPEUTICS HOLDINGS, INC.
729,596,950 Shares of Common Stock
This prospectus supplement no. 12 (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 May 29, 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 May 28, 2026, the last quoted bid price of our common stock as reported on OTCQB was $0.0191 per share and the last quoted bid price of our public warrants as reported on OTCID was $0.0022 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 May 29, 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): May 28, 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 May 28, 2026, CERo Therapeutics Holdings, Inc., a Delaware corporation (the “Company”) issued and sold a convertible promissory note for a purchase price of $750,000, having a principal face value of $937,500 (the “Note”) to SRX Health Solutions, Inc. (“Lender”). 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 $750,000. 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 was previously filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on February 13, 2026 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 | Form of Note (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K (File No. 001-40877) filed on February 13, 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: May 29, 2026 | CERO THERAPEUTICS HOLDINGS, INC. | |
| By: | /s/ Chris Ehrlich | |
| Name: | Chris Ehrlich | |
| Title: | Chief Executive Officer | |
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