CERo Therapeutics (CERO) folds $5.7M debt into 10% secured note due Oct 2026

Q: What financing did CERO Therapeutics Holdings, Inc. (CERO) enter into with SRX Global?

CERo issued a Consolidated Senior Secured Promissory Note to SRX Global, consolidating $5,666,108.77 of existing unsecured notes and allowing up to $6,000,000 of additional advances, for a maximum aggregate loan of $11,666,108.77.

Q: What are the interest rate and maturity of CERO’s new Note?

The Note bears interest at 10% per annum, increasing during an Event of Default to the lesser of 24.99% per annum or the legal maximum. All amounts are due on October 15, 2026, subject to up to four 30-day extensions at SRX’s option.

Q: How much did CERO initially receive under the SRX Note?

On August 27, 2026, SRX funded an initial advance of $775,665.00. CERo was required to reimburse $50,000.00 of SRX’s legal expenses, which was withheld from this initial advance.

Q: What collateral secures the new SRX Note for CERO (CERO)?

CERo pledged all issued and outstanding capital stock of its subsidiary and the subsidiary granted a security interest in substantially all of its assets, including intellectual property and CER-1236–related assets, intended as a first-priority security interest.

Q: How were CERO’s previous notes affected by the new SRX Note?

Previous convertible grid promissory notes, including $2,794,000.00 held by SRX and $2,872,108.77 from Keystone-originated notes, were superseded and replaced. Their unpaid principal and accrued interest were consolidated into the new Note instead of being repaid.

Q: Under what securities law exemptions was CERO’s Note issued?

The Note was issued in reliance on Section 4(a)(2) of the Securities Act and Rule 506(b) as a private offering to an accredited investor. Any shares of common stock issuable upon conversion are expected to rely on Section 3(a)(9) or Section 4(a)(2).

Filing Impact

(High)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

CERo Therapeutics Holdings, Inc. (CERO) entered into a new secured financing with SRX Global Inc. on August 27, 2026, issuing a Consolidated Senior Secured Promissory Note. The Note rolls up prior unsecured debt of $5,666,108.77 and permits up to an additional $6,000,000 of advances, for a maximum aggregate loan amount of $11,666,108.77. SRX funded an initial advance of $775,665.00 and required reimbursement of $50,000.00 of its legal expenses from that advance.

The Note bears interest at 10% per annum, increasing during an Event of Default to the lesser of 24.99% per annum or the legal maximum, and matures on October 15, 2026, with SRX able to extend in four 30-day periods. It is secured by a first-priority pledge of all equity in CERo Therapeutics, Inc. and a security interest in substantially all assets of the subsidiary, including intellectual property and CER-1236–related assets. The subsidiary also delivered a guaranty of payment. The agreement includes restrictive covenants and detailed Events of Default that allow SRX to accelerate the debt and enforce on the collateral. The Note and any shares issuable upon its conversion were issued in a private, unregistered transaction relying on Section 4(a)(2) and Rule 506(b) of the Securities Act.

Positive

Up to $6,000,000 of new funding capacity is available under the Note, in addition to consolidating $5,666,108.77 of existing obligations, providing CERo with a structured source of capital for trade payables and working capital.
Maturity extensions of up to four 30-day periods are permitted at SRX’s discretion, potentially giving CERo limited extra time beyond October 15, 2026 to manage repayment or refinancing.

Negative

All obligations are now senior secured by a first-priority pledge of the subsidiary’s equity and substantially all of its assets, including key intellectual property, increasing recovery risk for other stakeholders if CERo defaults.
Short maturity to October 15, 2026 and a 10% base interest rate, rising to up to 24.99% upon default, create near-term refinancing pressure and a relatively expensive capital structure.

Filing Explained

The prior notes were superseded and replaced: unpaid principal and accrued interest were consolidated into the new Note rather than repaid, while the prior notes’ conversion terms were superseded.

8-K Event Classification

5 items: 1.01, 1.02, 2.03, 3.02, 9.01

5 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 1.02 Termination of a Material Definitive Agreement Business

A significant contract was terminated, which may affect business operations or revenue.

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

SRX-held Previous Notes: $2,794,000.00 Keystone-originated Previous Notes: $2,872,108.77 Principal represented by previous debt: $5,666,108.77 +5 more

8 metrics

SRX-held Previous Notes $2,794,000.00 Aggregate obligations under Previous Notes held by SRX consolidated into the new Note

Keystone-originated Previous Notes $2,872,108.77 Obligations from Keystone-originated notes (principal $2,812,500.00 plus $59,608.77 interest)

Principal represented by previous debt $5,666,108.77 Total prior unsecured obligations consolidated into the new Note

Additional advance capacity $6,000,000 Maximum aggregate additional advances SRX may make under the Note

Maximum aggregate loan amount $11,666,108.77 Sum of consolidated prior debt and potential additional advances

Initial advance $775,665.00 Gross initial advance funded by SRX on August 27, 2026

Base interest rate 10% per annum Interest rate on the Note outside of an Event of Default

Default interest rate cap 24.99% per annum Maximum contractual default interest rate, subject to legal limits

Key Terms

Consolidated Senior Secured Promissory Note, Pledge and Security Agreement, Asset Security Agreement, Guaranty of Payment, +2 more

6 terms

Consolidated Senior Secured Promissory Note financial

"the Company issued to SRX a Consolidated Senior Secured Promissory Note"

Pledge and Security Agreement financial

"the Company entered into a Pledge and Security Agreement with SRX"

Asset Security Agreement financial

"The Subsidiary also entered into an Asset Security Agreement with SRX"

Guaranty of Payment financial

"pursuant to a Guaranty of Payment dated as of August 27, 2026"

Material Adverse Effect financial

"the occurrence of a Material Adverse Effect"

A material adverse effect is a significant negative change or event that substantially reduces a company’s business, financial condition, or future prospects — think of it like a sudden major engine failure that makes a car unreliable. Investors care because such an event can lower expected profits, trigger contract clauses (allowing counterparties to renegotiate or walk away), and prompt swift stock-price reassessment based on the higher risk and uncertainty.

Section 4(a)(2) of the Securities Act regulatory

"in reliance upon the exemption from registration provided by Section 4(a)(2)"

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.

FAQ

What financing did CERO Therapeutics Holdings, Inc. (CERO) enter into with SRX Global?

CERo issued a Consolidated Senior Secured Promissory Note to SRX Global, consolidating $5,666,108.77 of existing unsecured notes and allowing up to $6,000,000 of additional advances, for a maximum aggregate loan of $11,666,108.77.

What are the interest rate and maturity of CERO’s new Note?

The Note bears interest at 10% per annum, increasing during an Event of Default to the lesser of 24.99% per annum or the legal maximum. All amounts are due on October 15, 2026, subject to up to four 30-day extensions at SRX’s option.

How much did CERO initially receive under the SRX Note?

On August 27, 2026, SRX funded an initial advance of $775,665.00. CERo was required to reimburse $50,000.00 of SRX’s legal expenses, which was withheld from this initial advance.

What collateral secures the new SRX Note for CERO (CERO)?

CERo pledged all issued and outstanding capital stock of its subsidiary and the subsidiary granted a security interest in substantially all of its assets, including intellectual property and CER-1236–related assets, intended as a first-priority security interest.

How were CERO’s previous notes affected by the new SRX Note?

Previous convertible grid promissory notes, including $2,794,000.00 held by SRX and $2,872,108.77 from Keystone-originated notes, were superseded and replaced. Their unpaid principal and accrued interest were consolidated into the new Note instead of being repaid.

Under what securities law exemptions was CERO’s Note issued?

The Note was issued in reliance on Section 4(a)(2) of the Securities Act and Rule 506(b) as a private offering to an accredited investor. Any shares of common stock issuable upon conversion are expected to rely on Section 3(a)(9) or Section 4(a)(2).

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

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Available on EDGAR 08/31/2026 - 04:53 PM Accepted by SEC EDGAR 08/31/2026 - 04:52 PM

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 27, 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)		(Commission File Number)		(I.R.S. Employer Identification No.)

201 Haskins Way, Suite 230, South San Francisco, CA		94080
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number: (650) 407-2376

(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 $0.00001 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 in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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 August 27, 2026, CERo Therapeutics Holdings, Inc., a Delaware corporation (the “Company”), completed a secured financing transaction with SRX Global Inc. (formerly known as SRx Health Solutions, Inc.) (“SRX”). In connection with the transaction, the Company issued to SRX a Consolidated Senior Secured Promissory Note having an original issue date of August 27, 2026 (the “Note”). Prior to the transaction, SRX was a lender to the Company under certain of the promissory notes described below.

The Note consolidates certain outstanding convertible grid promissory notes previously issued by the Company (collectively, the “Previous Notes”), including (i) obligations under Previous Notes held by SRX in an aggregate amount of $2,794,000.00 and (ii) obligations under Previous Notes originally held by Keystone Capital Partners, LLC in an aggregate amount of $2,872,108.77, consisting of $2,812,500.00 of principal and $59,608.77 of accrued and unpaid interest. Accordingly, the principal amount of the Note represented by previously outstanding debt was $5,666,108.77, and such amounts were lent to the Company on an unsecured basis.

The Note provides for additional advances by SRX to the Company of up to $6,000,000 in the aggregate, inclusive of the initial advance described below, resulting in a maximum aggregate loan amount of $11,666,108.77. Provided that no Event of Default has occurred and is continuing as determined under the terms of the Note, the Note provides for additional funding advances to the Company on the first day of each calendar month following the original issue date and before the maturity date in the amounts set forth in the Note, reflecting Company’s budget attached to the Note. SRX may, in its sole and absolute discretion, make additional advances reasonably requested by the Company, subject to the $6,000,000 aggregate advance limit.

On August 27, 2026, the date that the Note was executed, SRX funded an initial advance in the gross amount of $775,665.00. The Note required the Company to reimburse $50,000.00 of SRX’s legal expenses, which amount was withheld from the initial advance. The Company intends to use the proceeds of the advances to pay outstanding trade payables and for working capital purposes of the Company and CERo Therapeutics, Inc. its wholly owned subsidiary (the “Subsidiary”). Interest that is not paid when due may be recorded as an additional advance under the Note.

The outstanding principal amount of the Note bears interest at 10% per annum, calculated on the basis of a 30-day month and a 360-day year. During the existence of an Event of Default, the outstanding obligations bear interest at the lesser of (i) 24.99% per annum and (ii) the maximum rate permitted by applicable law. If the Event of Default is cured, the interest rate returns to 10% per annum.

The unpaid principal amount, accrued and unpaid interest and all other amounts payable under the Note are due and payable on October 15, 2026, unless earlier accelerated or otherwise paid in accordance with the Note. Provided that no Event of Default has occurred and is continuing, SRX may extend the maturity date for up to four consecutive 30-day periods by providing the Company with at least one business day’s prior written notice.

Except in connection with the consummation of a change of control Transaction, the Company may not prepay any amounts outstanding under the Note without SRX’s prior written consent.

As security for the Company’s obligations under the Note, the Company entered into a Pledge and Security Agreement with SRX, dated as of August 27, 2026 (the “Pledge Agreement”). Under the Pledge Agreement, the Company pledged and granted SRX a continuing security interest in all of the Company’s right, title and interest in the issued and outstanding capital stock of the Subsidiary, together with any additional shares or other equity interests in the Subsidiary subsequently acquired by the Company and all distributions and proceeds relating to those interests. The security interest created by the Pledge Agreement is intended to be a first-priority security interest.

The Subsidiary also entered into an Asset Security Agreement with SRX, dated as of August 27, 2026 (the “Asset Security Agreement”), pursuant to which the Subsidiary granted SRX a continuing security interest in substantially all of the Subsidiary’s assets. The collateral includes, among other assets, intellectual property, patents, patent applications, studies, clinical trials, regulatory applications and other assets relating to the Company’s and the Subsidiary’s CER-T cell therapy business, including CER-1236.

In addition, pursuant to a Guaranty of Payment dated as of August 27, 2026 (the “Guaranty”), the Subsidiary absolutely, unconditionally and irrevocably guaranteed the payment and performance of the Company’s obligations under the Note and the other transaction documents, including principal, interest, fees, enforcement costs and other amounts payable thereunder. The Guaranty is a guaranty of payment and performance and not merely a guaranty of collection.

The Note contains customary negative covenants that, subject to specified exceptions, restrict the Company and its subsidiaries from, among other things, incurring additional indebtedness or liens, repaying certain other indebtedness, paying cash dividends or distributions on the Company’s equity securities, amending organizational documents in a manner materially adverse to SRX and entering into certain affiliate transactions.

Events of Default under the Note include, among other matters, payment defaults; breaches of covenants, representations or warranties; certain cross-defaults under other material agreements; bankruptcy and insolvency events; certain judgments, levies or attachments; the incurrence of unpermitted indebtedness or liens; failure to use proceeds in accordance with the Company’s budget; the occurrence of a Material Adverse Effect; and the invalidity or unenforceability of a transaction document. Following an Event of Default, SRX may declare all outstanding principal and other amounts owing under the Note immediately due and payable and may exercise its remedies against the pledged shares and other collateral.

The Note was issued to SRX in a private transaction 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 has 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.

The foregoing descriptions of the Note, the Pledge Agreement, the Asset Security Agreement and the Guaranty do not purport to be complete and are qualified in their entirety by reference to the full text of those documents, copies of which are filed as Exhibits 10.1 through 10.4, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.

Item 1.02 Termination of a Material Definitive Agreement.

The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 1.02.

In connection with the issuance of the Note, the Previous Notes, including their conversion and other terms, were superseded and replaced in their entirety by the Note. The unpaid principal and accrued interest under the Previous Notes were consolidated into the original principal amount of the Note rather than repaid at the time of the transaction.

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 Note 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. Exhibits.

Exhibit No.		Description
10.1		Form of Consolidated Senior Secured Promissory Note dated August 27, 2026.
10.2		Form of Asset Security Agreement dated August 27, 2026.
10.3		Form of Pledge and Security Agreement dated August 27, 2026
10.4		Form of Guaranty of Payment dated August 27, 2026.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURE

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

	CERo Therapeutics Holdings, Inc.

Dated: August 31, 2026	By:	/s/ Chris Erlich
		Chris Erlich
		Chief Executive Officer

Source: View Original Filing on SEC EDGAR

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