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CERO Therapeutics (CERO) inks $1.41M 10% convertible note with stock conversion

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

CERO Therapeutics Holdings, Inc. entered into an amended and restated convertible promissory note with SRX Health Solutions, Inc. on June 23, 2026. The note allows borrowing up to $1,413,600, of which $750,000 was previously funded and $663,600 was funded on June 23, 2026.

The note bears 10% annual interest, matures on May 28, 2027, and is convertible into common stock at 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, subject to a 4.99% beneficial ownership limitation. CERO agreed to file a registration statement on Form S-1 or S-3 to cover resale of shares issuable upon conversion. The issuance relied on private offering exemptions under Section 4(a)(2) and Rule 506(b) of the Securities Act.

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Insights

CERO adds 10% convertible debt with variable-price equity conversion.

CERO Therapeutics has put in place an amended and restated promissory note for up to $1,413,600, replacing a prior note from May 28, 2026. The instrument carries a 10% annual interest rate and matures on May 28, 2027, adding a defined near‑term debt obligation.

The note is convertible at the lesser of $0.05 per share or 80% of the average of the five lowest intraday trading prices over the 20 days before conversion, with a 4.99% beneficial ownership limitation. This structure ties potential share issuance to future market prices.

The company committed to file a Form S-1 or S-3 registering resale of conversion shares, and relied on Section 4(a)(2) and Rule 506(b) for the initial issuance. Actual dilution and cash outflows will depend on future conversion elections and whether the note remains outstanding through May 28, 2027.

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.
Maximum loan amount $1,413,600 Aggregate borrowing capacity under amended and restated note
Original funding $750,000 Amount funded under original May 28, 2026 note
Additional funding $663,600 New funding provided on June 23, 2026
Interest rate 10% per annum Interest on outstanding principal of the note
Maturity date May 28, 2027 Date when principal and interest become due
Fixed conversion price cap $0.05 per share Upper bound in conversion price formula
Discounted market conversion level 80% of 5 lowest intraday prices Variable component over 20 days before conversion
Beneficial ownership limit 4.99% Cap on lender’s ownership upon conversion
amended and restated promissory note financial
"entered into an amended and restated promissory note (the “Note”) with SRX Health Solutions, Inc."
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 of 1933, as amended"
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
"a registration statement on Form S-1 or S-3, covering the resale of all of the shares"
unregistered sales of equity securities regulatory
"Item 3.02 Unregistered Sales of Equity Securities."
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Understanding 8-K Material Events →
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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).

 

1

 

 

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

 

2

 

Source: View Original Filing on SEC EDGAR

FAQ

What financing agreement did CERO (CERO) enter on June 23, 2026?

CERO Therapeutics entered an amended and restated promissory note with SRX Health Solutions for up to $1,413,600. It replaces a May 28, 2026 note and combines prior and new funding into a single 10% convertible instrument maturing May 28, 2027.

How much funding does CERO (CERO) receive under the new note?

The note permits total borrowing up to $1,413,600. Of this, $750,000 was funded under the original May 28, 2026 note, and an additional $663,600 was funded on June 23, 2026, all bearing 10% annual interest until maturity.

What are the conversion terms of CERO’s new promissory note?

The lender may 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 during the 20 days before a conversion request, subject to a 4.99% beneficial ownership cap.

When does CERO’s amended and restated note mature?

The amended and restated promissory note matures on May 28, 2027. Until that date, it accrues interest at 10% per year and may be converted into common stock at the lender’s option under the specified variable pricing formula and ownership limitation.

What securities law exemptions does CERO rely on for this financing?

CERO relied on Section 4(a)(2) of the Securities Act and Rule 506(b) for issuing the note as a private offering. Any conversion shares are expected to rely on Section 3(a)(9) or Section 4(a)(2), with a separate Form S-1 or S-3 registration for resale.

Will CERO register the shares issuable upon conversion of the note?

CERO agreed to 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 that may be issued upon conversion of the amended and restated promissory note.

Filing Exhibits & Attachments

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