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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.
CERo Therapeutics Holdings, Inc. is an early-stage immunotherapy company developing engineered T cell therapies, including lead candidate CER-1236 in a Phase 1/1b trial for AML, with additional IND clearance for NSCLC and ovarian cancer. The business remains pre-revenue.
For the six months ended June 30, 2026, CERo reported a net loss of $6.9 million, improved from $10.5 million a year earlier, as R&D and G&A expenses declined modestly. However, large deemed dividends on preferred stock brought the net loss attributable to common shareholders to $35.3 million. Operating cash outflows were $5.1 million, funded mainly by $3.7 million of new convertible notes and $0.7 million from an equity line of credit.
Liquidity is strained: cash and equivalents were $0.94 million, total assets $1.9 million, against $32.4 million of liabilities and a stockholders’ deficit of $30.5 million. Management discloses a working capital deficit of about $30.9 million and states that these conditions raise substantial doubt about the company’s ability to continue as a going concern. Trading in the common stock moved from Nasdaq to the OTCQB market after an October 2025 delisting.
Cero Therapeutics Holdings, Inc. reported an updated ownership disclosure from shareholder Isaiah Tibbs. Tibbs beneficially owns 2,089,000 shares of Cero Therapeutics common stock, representing 4.63% of the class, based on 45,112,406 shares outstanding as of the second quarter. All of these shares are reported with sole voting and sole dispositive power, with no shared voting or dispositive authority. The filing notes that the position now reflects ownership of 5 percent or less of the company’s common stock.
CERO Therapeutics Holdings, Inc. entered into a second amended and restated convertible promissory note with SRX Global Inc., allowing borrowings up to a maximum aggregate principal of $2,085,200. This amount has been funded in three tranches of $750,000, $663,600, and $671,600.
The note bears 10% annual interest, matures on May 28, 2027, and is convertible at the lender’s option 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 company plans to register the resale of conversion shares and relied on Securities Act private offering exemptions for this financing.
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.
CERo Therapeutics Holdings, Inc. entered into a financing agreement by issuing a convertible promissory note to SRX Health Solutions, Inc. for a purchase price of $750,000, with a principal face value of $937,500.
The Note bears interest at 10% per year and matures on May 28, 2027. The lender can convert principal and accrued interest into common stock at the lower 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. CERo must file a Form S-1 or S-3 to register the resale of the conversion shares, and the transaction relies on private offering exemptions under Sections 4(a)(2) and 3(a)(9) of the Securities Act and Rule 506(b).
CERo Therapeutics Holdings, Inc. reports Q1 2026 results showing continued operating losses and tight liquidity. The company posted a net loss of about $5.9 million for the quarter on operating expenses of roughly $4.8 million, primarily for research and development and general and administrative costs.
Cash, restricted cash and cash equivalents were only $857,489 as of March 31, 2026, while net cash used in operating activities was about $2.8 million. Total assets of roughly $2.2 million compare with total liabilities of about $11.5 million, resulting in stockholders’ deficit of approximately $9.3 million and a working capital deficit of about $9.8 million.
Management explicitly states that these conditions, together with an accumulated deficit of about $96.7 million and lack of revenue, raise substantial doubt about CERo’s ability to continue as a going concern within one year. To help fund operations, CERo raised about $2.0 million net during the quarter through equity line drawdowns and new 10% convertible notes, which also created significant derivative liabilities. The company remains an early-stage immunotherapy developer, with its lead T cell therapy CER-1236 in Phase 1/1b trials for acute myelogenous leukemia and prior FDA clearance of an IND for additional indications. CERo’s shares now trade on the OTCQB following a 2025 Nasdaq delisting.
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.
CERo Therapeutics Holdings, Inc. filed an amendment to its annual report to add detailed Part III information on directors, executive officers, compensation, ownership and auditor fees. The filing explains that no financial statements are updated and should be read together with the original report.
The company has a seven-member, classified board with a majority of independent directors and standard audit, compensation, and nominating/governance committees. In 2025, CEO Chris Ehrlich received total compensation of about $1.1 million, while the CFO and Chief Development Officer received lower but meaningful packages combining salary, bonuses and stock options.
CERo relies heavily on equity incentives: as of December 31, 2025, there were 74,151 stock options outstanding and over 32 million shares available for future issuance under its 2024 equity and purchase plans. As of April 28, 2026, directors and executives together beneficially owned about 26.55% of outstanding common stock, indicating significant insider alignment.
CERO Therapeutics Holdings director Francois Eric received a stock option grant as equity compensation. The award covers options to buy 1,823,278 shares of Common Stock at an exercise price of $0.055 per share, held directly.
The options vest in full on the earlier of August 13, 2026 or the achievement of a specified clinical milestone in 2026, provided Eric remains in continuous service through the vesting date. The options expire on March 3, 2036, and following this grant he holds options for 1,823,278 underlying shares.