CERO Therapeutics inks $350K convertible note deal

Q: What financing did CERO (CERO) enter into with Keystone Capital Partners?

CERO issued a convertible promissory note to Keystone Capital Partners with a purchase price of $350,000 and principal of $437,500. The Note allows total borrowings up to $1,000,000, providing additional access to capital through a structured debt instrument convertible into common stock.

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

The note bears 10% annual interest, matures on April 9, 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 20 trading days.

Q: How much stock can be issued under CERO’s convertible note?

The note permits conversion of principal and interest into common stock, with a price based on the lower of $0.05 or a variable market-based formula. A 4.99% beneficial ownership limitation prevents the lender from holding more than that percentage at any time through conversions.

Q: How will the shares from CERO’s convertible note be registered?

CERO agreed to file a registration statement on Form S-1 or S-3 with the SEC. This registration will cover the resale of all common shares issuable upon conversion of the note, enabling the lender to publicly resell those shares once effective.

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

The note was issued as a private placement relying on Section 4(a)(2) of the Securities Act and Rule 506(b). The lender is an accredited investor, there was no general solicitation, and the transaction did not involve a public offering of the securities.

Q: Who is the lender in CERO’s new financing arrangement?

The lender is Keystone Capital Partners, LLC. This entity purchased the convertible promissory note from CERO, providing $350,000 initially and making available up to an aggregate $1,000,000 in borrowing capacity under the terms of the note.

CERO Therapeutics Holdings, Inc. entered into a financing deal by issuing a convertible promissory note to Keystone Capital Partners for a purchase price of $350,000, with a principal face value of $437,500.

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Form Type

8-K

Rhea-AI Filing Summary

CERO Therapeutics Holdings, Inc. entered into a financing deal by issuing a convertible promissory note to Keystone Capital Partners for a purchase price of $350,000, with a principal face value of $437,500. Under this Note, the company may borrow up to an aggregate $1,000,000.

The Note bears 10% annual interest, matures on April 9, 2027, and can be converted into common stock at the lender’s option 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.

The transaction was conducted as a private placement to an accredited investor under Section 4(a)(2) and Rule 506(b) of the Securities Act, and the company agreed to file a registration statement on Form S-1 or S-3 to cover resale of the conversion shares.

Insights

CERO adds up to $1M variable-price convertible debt with potential dilution but capped ownership.

CERO Therapeutics raised immediate funding by selling a convertible note with a $350,000 purchase price and $437,500 principal, allowing total borrowings up to $1,000,000. The note carries 10% interest and matures on April 9, 2027, giving the company near-term liquidity at a defined cost.

The conversion price is the lesser of $0.05 or 80% of the average of the five lowest intraday trading prices over 20 days. This structure can increase share issuance if the stock trades lower, creating potential dilution. A 4.99% beneficial ownership limitation restricts the lender’s stake at any one time.

The commitment to file a Form S-1 or S-3 to register resale of conversion shares facilitates eventual liquidity for the lender. Overall, this appears to be a relatively small but flexible financing tool, with actual impact depending on how much of the $1,000,000 capacity is drawn and converted.

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

Initial purchase price: $350,000 Principal face value: $437,500 Maximum borrowing capacity: $1,000,000 +5 more

8 metrics

Initial purchase price $350,000 Purchase price of convertible promissory note

Principal face value $437,500 Face amount of the issued note

Maximum borrowing capacity $1,000,000 Total amount the company may borrow under the note

Interest rate 10% per annum Coupon on the convertible note

Maturity date April 9, 2027 Date the note matures

Fixed conversion price cap $0.05 per share Upper bound of conversion price

Market-based conversion discount 80% of 5 lowest prices Conversion at 80% of average of 5 lowest intraday prices over prior 20 days

Beneficial ownership limit 4.99% Maximum ownership allowed for lender through conversions

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

"issued and sold a convertible promissory note for an purchase price of $350,000"

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 regulatory

"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

"reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933"

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.

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.

registration statement on 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"

FAQ

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

What financing did CERO (CERO) enter into with Keystone Capital Partners?

CERO issued a convertible promissory note to Keystone Capital Partners with a purchase price of $350,000 and principal of $437,500. The Note allows total borrowings up to $1,000,000, providing additional access to capital through a structured debt instrument convertible into common stock.

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

The note bears 10% annual interest, matures on April 9, 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 20 trading days.

How much stock can be issued under CERO’s convertible note?

The note permits conversion of principal and interest into common stock, with a price based on the lower of $0.05 or a variable market-based formula. A 4.99% beneficial ownership limitation prevents the lender from holding more than that percentage at any time through conversions.

How will the shares from CERO’s convertible note be registered?

CERO agreed to file a registration statement on Form S-1 or S-3 with the SEC. This registration will cover the resale of all common shares issuable upon conversion of the note, enabling the lender to publicly resell those shares once effective.

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

The note was issued as a private placement relying on Section 4(a)(2) of the Securities Act and Rule 506(b). The lender is an accredited investor, there was no general solicitation, and the transaction did not involve a public offering of the securities.

Who is the lender in CERO’s new financing arrangement?

The lender is Keystone Capital Partners, LLC. This entity purchased the convertible promissory note from CERO, providing $350,000 initially and making available up to an aggregate $1,000,000 in borrowing capacity under the terms of the note.

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

Understanding 8-K Material Events →

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Accepted by SEC EDGAR 04/14/2026 - 04:01 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): April 8, 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 April 8, 2026, CERo Therapeutics Holdings, Inc., a Delaware corporation (the “Company”) issued and sold a convertible promissory note for an purchase price of $350,000, having a principal face value of $437,500 (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 April 9, 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: April 14, 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 Therapeutics inks $350K convertible note deal

Rhea-AI Filing Summary