CERO Therapeutics (CERO) secures up to $1M through 10% convertible note

Rhea-AI Filing Summary

CERo Therapeutics Holdings, Inc. entered into a material definitive financing agreement by issuing and selling a convertible promissory note to Keystone Capital Partners, LLC for a purchase price of $750,000, with a principal face value of $937,500 and total borrowing capacity up to $1,000,000.

The note bears 10% annual interest, matures on August 6, 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 over the prior twenty days, subject to a 4.99% beneficial ownership limit. The company must file a registration statement on Form S-1 or S-3 to cover resale of conversion shares, and the issuance relied on private offering exemptions under Sections 4(a)(2) and 3(a)(9) and Rule 506(b) of the Securities Act.

Insights

Capital structure and securities analyst

CERo adds higher-cost, highly dilutive convertible debt with resale registration.

CERo Therapeutics has secured up to $1,000,000 in funding via a convertible note carrying 10% annual interest and a principal of $937,500 for an initial $750,000 purchase. This strengthens near-term liquidity but introduces a new senior financial obligation.

The conversion formula—lesser of $0.05 or 80% of the average of the five lowest intraday prices over twenty days—means conversion can occur at a significant discount to prevailing market prices, potentially leading to substantial dilution as the price falls.

A 4.99% beneficial ownership cap limits how many shares the lender can hold at once, but does not cap total shares over time. The company must file a Form S-1 or S-3 to register resale of conversion shares, so future filings will detail the registered share count and resale mechanics.

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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): March 6, 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 March 6, 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 Keystone Capital Partners, LLC (“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 $1,000,000. The Note bears interest at a rate of 10% per annum, matures on August 6, 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 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 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: March 11, 2026	CERO THERAPEUTICS HOLDINGS, INC.
	By:	/s/ Chris Ehrlich
	Name:	Chris Ehrlich
	Title:	Chief Executive Officer

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FAQ

What financing agreement did CERO (CERO) enter on March 6, 2026?

CERo Therapeutics entered a convertible note financing with Keystone Capital Partners LLC for $750,000. The note has a principal face value of $937,500 and allows total borrowing up to $1,000,000 under the same instrument, providing additional access to capital.

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

The note carries 10% annual interest, a $937,500 face value and matures August 6, 2027. It is convertible into common stock at the lesser of $0.05 per share or 80% of the average of the five lowest intraday prices over the prior twenty trading days.

How much can CERo Therapeutics borrow under this Keystone Capital note?

The company may borrow up to an aggregate $1,000,000 under the note. The initial purchase price was $750,000 for a principal amount of $937,500, with the structure allowing additional draws up to the $1,000,000 cap over time.

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

The conversion price is the lesser of $0.05 or 80% of a market-based average. Specifically, it uses 80% of the average of the five lowest intraday trading prices during the twenty days before the lender requests conversion, subject to adjustments and a 4.99% ownership limit.

When does CERO’s convertible note mature and what is its interest rate?

The note matures on August 6, 2027 and bears interest at 10% per year. Interest accrues on the outstanding principal until maturity or earlier conversion into common stock, combining fixed-income characteristics with potential equity conversion for the lender.

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

The note was issued under Section 4(a)(2) and Rule 506(b) of the Securities Act. These exemptions cover private offerings to accredited investors, with no general solicitation, and require that the investor can evaluate the investment and is acquiring the securities for investment purposes.

Will CERO register the shares issuable from this convertible note?

CERo Therapeutics must file a registration statement for resale of conversion shares. The company agreed to prepare and file a Form S-1 or S-3 with the SEC to register all common shares issuable upon conversion of the note, enabling public resale by the lender.

Filing Exhibits & Attachments

4 documents

Other Documents

• EX-101 XBRL SCHEMA FILE 3.7 KB
• EX-101 XBRL DEFINITION FILE 26.1 KB
• EX-101 XBRL LABEL FILE 36.0 KB
• EX-101 XBRL PRESENTATION FILE 24.7 KB