[8-K] CERO THERAPEUTICS HOLDINGS, INC. Reports Material Event
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
CERo Therapeutics Holdings, Inc. entered into a financing deal by issuing a 10% convertible promissory note with a principal face value of $500,000 to Keystone Capital Partners, LLC for a purchase price of $400,000.
The Note allows the company to borrow up to an aggregate $1,000,000 and matures on April 27, 2027. Keystone can convert principal and accrued 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 limitation.
The securities were issued in a private transaction relying on exemptions from registration under Sections 4(a)(2) and 3(a)(9) of the Securities Act, with a requirement that the company file a registration statement to cover resales of the conversion shares.
Positive
- None.
Negative
- None.
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, and exhibit attachments filed with this report.
Key Figures
Note purchase price: $400,000
Note principal face value: $500,000
Maximum borrowings under Note: $1,000,000
+5 more
8 metrics
Note purchase price
$400,000
Cash paid by Keystone Capital Partners for the Note
Note principal face value
$500,000
Principal amount of convertible promissory note
Maximum borrowings under Note
$1,000,000
Aggregate amount CERo may borrow
Interest rate
10% per annum
Interest on outstanding principal of the Note
Note maturity date
April 27, 2027
Stated maturity of the Note
Fixed conversion price cap
$0.05 per share
Maximum per-share conversion price for the Note
Market-based conversion discount
80% of price average
80% of average of 5 lowest intraday prices over 20 days
Beneficial ownership limit
4.99%
Cap on Keystone’s post-conversion ownership
Key Terms
convertible promissory note, beneficial ownership limitation, Section 4(a)(2) of the Securities Act, accredited investor, +2 more
6 terms
convertible promissory note financial
"issued and sold a convertible promissory note for an purchase price of $400,000"
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.
accredited investor financial
"the Lender is an accredited investor"
An accredited investor is an individual or entity that meets certain financial criteria, such as having a high income or significant net worth, allowing them to invest in private or less regulated investment opportunities. This status matters because it grants access to investments that are often riskier or less available to the general public, reflecting a higher level of financial knowledge or resources.
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"
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.
