CERO Therapeutics enters $2,085,200 convertible note

Q: What type of financing did CERO (CERO) arrange with SRX Global Inc.?

CERO entered a second amended and restated convertible promissory note with SRX Global Inc. for up to $2,085,200. The note is fully funded and can be converted into CERO common stock at the lender’s option under specified pricing terms.

Q: How much capital is available to CERO (CERO) under the new note and how was it funded?

The note provides a maximum principal of $2,085,200, all of which has been funded. Funding occurred in three tranches: $750,000 on May 23, 2026, $663,600 on June 23, 2026, and $671,600 on July 14, 2026.

Q: What are the interest rate and maturity of CERO’s (CERO) convertible note?

The note carries a fixed interest rate of 10% per annum and matures on May 28, 2027. Until maturity, interest accrues on the outstanding principal and, along with principal, can be converted into common stock at the lender’s option.

Q: How is the conversion price determined for CERO’s (CERO) new convertible note?

The lender may convert at the lesser of a fixed price 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 anti-dilution adjustments.

Q: Is there a beneficial ownership cap on conversions under the CERO (CERO) note?

Yes. Conversions are subject to a 4.99% beneficial ownership limitation, preventing the lender from converting if it would own more than 4.99% of CERO’s outstanding common stock after the conversion, unless otherwise adjusted as permitted by the agreement.

Q: Under which securities law exemptions was CERO’s (CERO) note financing completed?

The issuance of the note relied on Section 4(a)(2) of the Securities Act and Rule 506(b) for a private offering to an accredited investor. Any conversion shares may rely on Section 3(a)(9) or Section 4(a)(2) exemptions, subject to applicable conditions.

Q: Will CERO (CERO) register the shares underlying the convertible note?

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, allowing the lender to sell those shares publicly once effective.

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.

Filing Impact

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Filing Sentiment

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Form Type

8-K

Rhea-AI Filing Summary

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.

Filing Explained

The financing remains debt with conditional equity conversion: shares are issuable, but the conversion shares are not yet registered.

The filing leaves the equity effect conditional: the lender has a conversion right, but the disclosure describes conversion shares as issuable rather than reporting a completed stock issuance.

If conversion occurs, issuing additional common shares would increase the total share count and reduce existing holders’ percentage ownership.

The note and the shares issuable upon conversion have not been registered under the Securities Act, and the company is required to prepare and file a resale registration statement.

An S-1 or S-3 would register securities for potential future resale; registration itself would not sell shares or complete the conversion.

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

Maximum Loan Amount: $2,085,200 Original Note Funding: $750,000 Second Tranche Funding: $663,600 +5 more

8 metrics

Maximum Loan Amount $2,085,200 Maximum aggregate principal available under the second amended and restated note

Original Note Funding $750,000 Principal funded under the original promissory note on May 23, 2026

Second Tranche Funding $663,600 Additional principal funded on June 23, 2026

Third Tranche Funding $671,600 Additional principal funded on July 14, 2026

Interest Rate 10% per annum Annual interest rate on outstanding principal under the note

Maturity Date May 28, 2027 Date on which the note matures

Fixed Conversion Price Cap $0.05 per share Upper bound of conversion price, before applying 80% of trading price formula

Beneficial Ownership Limitation 4.99% Cap on lender’s post-conversion beneficial ownership of common stock

Key Terms

second amended and restated promissory note, beneficial ownership limitation, Section 4(a)(2) of the Securities Act, Rule 506(b), +1 more

5 terms

second amended and restated promissory note financial

"entered into a second amended and restated promissory note (the "Note")"

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"

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.

Section 3(a)(9) regulatory

"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)"

Section 3(a)(9) is a provision of U.S. securities law that exempts certain exchanges of an issuer’s own securities with its existing holders from the usual public registration rules, typically when the swap doesn’t involve a public offering or outside buyers. For investors, it matters because such exchanges can change who holds what, affect dilution and liquidity, and may occur with less public disclosure than a registered sale — think of it like swapping old coupons for new ones behind the scenes rather than selling them in a public marketplace.

FAQ

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

What type of financing did CERO (CERO) arrange with SRX Global Inc.?

CERO entered a second amended and restated convertible promissory note with SRX Global Inc. for up to $2,085,200. The note is fully funded and can be converted into CERO common stock at the lender’s option under specified pricing terms.

How much capital is available to CERO (CERO) under the new note and how was it funded?

The note provides a maximum principal of $2,085,200, all of which has been funded. Funding occurred in three tranches: $750,000 on May 23, 2026, $663,600 on June 23, 2026, and $671,600 on July 14, 2026.

What are the interest rate and maturity of CERO’s (CERO) convertible note?

The note carries a fixed interest rate of 10% per annum and matures on May 28, 2027. Until maturity, interest accrues on the outstanding principal and, along with principal, can be converted into common stock at the lender’s option.

How is the conversion price determined for CERO’s (CERO) new convertible note?

The lender may convert at the lesser of a fixed price 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 anti-dilution adjustments.

Is there a beneficial ownership cap on conversions under the CERO (CERO) note?

Yes. Conversions are subject to a 4.99% beneficial ownership limitation, preventing the lender from converting if it would own more than 4.99% of CERO’s outstanding common stock after the conversion, unless otherwise adjusted as permitted by the agreement.

Under which securities law exemptions was CERO’s (CERO) note financing completed?

The issuance of the note relied on Section 4(a)(2) of the Securities Act and Rule 506(b) for a private offering to an accredited investor. Any conversion shares may rely on Section 3(a)(9) or Section 4(a)(2) exemptions, subject to applicable conditions.

Will CERO (CERO) register the shares underlying the convertible note?

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, allowing the lender to sell those shares publicly once effective.

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

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Accepted by SEC EDGAR 07/17/2026 - 04:37 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): July 14, 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 July 14, 2026, CERo Therapeutics Holdings, Inc., a Delaware corporation (the “Company”) entered into a second amended and restated promissory note (the "Note") with SRX Global Inc. (f/k/a/ 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 23, 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 $2,085,200 (the "Maximum Loan Amount"). Of the Maximum Loan Amount, $750,000 was funded pursuant to the Original Note, an additional $663,600 was funded on June 23, 2026, and an additional $671,600 was funded on July 14, 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		Second Amended and Restated Note (July 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: July 17, 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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