CERO raises $750K via discounted convertible note

CERo Therapeutics Holdings, Inc. entered into a financing agreement by issuing a convertible promissory note to SRX Health Solutions, Inc. for a purchase price of $750,000, with a principal face value of $937,500.

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Form Type

8-K

Rhea-AI Filing Summary

CERo Therapeutics Holdings, Inc. entered into a financing agreement by issuing a convertible promissory note to SRX Health Solutions, Inc. for a purchase price of $750,000, with a principal face value of $937,500.

The Note bears interest at 10% per year and matures on May 28, 2027. The lender can convert principal and accrued interest into common stock at the lower of $0.05 per share or 80% of the average of the five lowest intraday trading prices during the 20 days before a conversion request, subject to a 4.99% beneficial ownership cap. CERo must file a Form S-1 or S-3 to register the resale of the conversion shares, and the transaction relies on private offering exemptions under Sections 4(a)(2) and 3(a)(9) of the Securities Act and Rule 506(b).

Insights

CERo adds high-cost, convertible debt with discounted equity optionality.

CERo Therapeutics raised $750,000 through a convertible promissory note with a principal face value of $937,500, implying original issue discount. The Note carries 10% annual interest and matures on May 28, 2027, adding a fixed-income obligation to the balance sheet.

The lender may convert principal and interest into common stock at the lesser of $0.05 per share or 80% of the average of the five lowest intraday trading prices over the prior 20 days, subject to a 4.99% beneficial ownership cap. This structure can create meaningful equity issuance if the stock trades near or below the fixed price, although the cap limits single-holder ownership.

The company is required to file a Form S-1 or S-3 to register the resale of conversion shares, which would facilitate secondary market liquidity for the lender. Actual dilution and cash outflows will depend on future conversions versus cash repayment at maturity, as well as any mutually agreed changes to the conversion terms.

8-K Event Classification

4 items: 1.01, 2.03, 3.02, 9.01

4 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

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

The company incurred a new significant debt or off-balance-sheet obligation.

Item 3.02 Unregistered Sales of Equity Securities Securities

The company sold equity securities in a private placement or other unregistered transaction.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Note purchase price: $750,000 Note principal face value: $937,500 Interest rate: 10% per annum +5 more

8 metrics

Note purchase price $750,000 Cash consideration received for the convertible promissory note

Note principal face value $937,500 Face value of the convertible promissory note

Interest rate 10% per annum Annual interest on the Note

Maturity date May 28, 2027 Date when the Note comes due

Fixed conversion price cap $0.05 per share Upper limit for conversion price per share

Market-based conversion discount 80% of average of 5 lowest intraday prices Variable conversion price formula over prior 20 trading days

Beneficial ownership limitation 4.99% Maximum post-conversion ownership for the lender

Maximum borrowing under Note $750,000 Aggregate amount the company may borrow under the Note

Key Terms

convertible promissory note, beneficial ownership limitation, Section 4(a)(2) of the Securities Act, Rule 506(b), +2 more

6 terms

convertible promissory note financial

"the Company issued and sold a convertible promissory note for a purchase price of $750,000"

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 financial

"subject to certain adjustments and limitations, 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) of the Securities Act regulatory

"The issuance of the Note was made in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act"

A legal exemption that allows a company to sell securities directly to a limited group of buyers without registering the offering with the Securities and Exchange Commission. Think of it like a private sale among known parties rather than a public auction: it can speed fundraising and reduce disclosure requirements, but it also means less public information, lower liquidity and resale restrictions—factors investors should consider when weighing risk and exit options.

Rule 506(b) regulatory

"and Rule 506(b) promulgated thereunder"

Rule 506(b) is a U.S. securities exemption that lets companies sell shares or debt privately without full public registration, provided sales are primarily to accredited investors, up to 35 non‑accredited but financially knowledgeable buyers, and there is no public advertising or solicitation. It matters to investors because offerings under 506(b) usually include less public disclosure than registered securities—like buying from a private seller rather than a retail store—so buyers must do more of their own fact‑checking and rely on their financial sophistication.

Form S-1 or S-3 regulatory

"prepare and file with the U.S. Securities and Exchange Commission a registration statement on Form S-1 or S-3"

Section 3(a)(9) regulatory

"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)"

Section 3(a)(9) is a provision of U.S. securities law that exempts certain exchanges of an issuer’s own securities with its existing holders from the usual public registration rules, typically when the swap doesn’t involve a public offering or outside buyers. For investors, it matters because such exchanges can change who holds what, affect dilution and liquidity, and may occur with less public disclosure than a registered sale — think of it like swapping old coupons for new ones behind the scenes rather than selling them in a public marketplace.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What financing did CERO (CERO) enter into on May 28, 2026?

CERO issued a convertible promissory note to SRX Health Solutions, Inc. for a purchase price of $750,000. The Note has a principal face value of $937,500, bears 10% annual interest, and matures on May 28, 2027, providing near-term funding through debt that can convert into equity.

What are the key terms of CERO’s new convertible note?

The Note has a $937,500 principal, a purchase price of $750,000, and a 10% annual interest rate. It matures on May 28, 2027 and allows the lender to convert outstanding principal and interest into common stock at a discounted conversion price formula.

How is the conversion price of CERO’s note determined?

The conversion price is the lesser of $0.05 per share or 80% of the average of the five lowest intraday trading prices during the 20 days before a conversion request. This gives the lender downside protection through a variable, market-based discount.

Is there a beneficial ownership cap on CERO’s convertible note conversions?

Yes. Conversions are subject to a beneficial ownership limitation of 4.99%, meaning the lender cannot convert if it would own more than 4.99% of CERO’s outstanding common stock after conversion. This cap helps limit concentration of ownership from the note.

What registration obligations does CERO have for the conversion shares?

CERO must prepare and file a registration statement on Form S-1 or S-3 with the SEC. This statement will cover the resale of all shares of common stock issuable upon conversion of the Note, enabling the lender to sell those shares publicly once the registration is effective.

Under which securities law exemptions was CERO’s note issued?

The Note was issued under Section 4(a)(2) of the Securities Act and Rule 506(b), relying on a private offering to an accredited investor. Any conversion shares are expected to be issued under Sections 3(a)(9) or 4(a)(2), reflecting additional private offering exemptions.

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

Understanding 8-K Material Events →

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Accepted by SEC EDGAR 05/29/2026 - 04:05 PM EDT

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).

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

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

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CERO raises $750K via discounted convertible note

Rhea-AI Filing Summary