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CERENOME, INC. (CNSY), a Delaware biotechnology company based in Houston, filed a Form D for a private exempt securities offering under Rule 506(b) of Regulation D. The offering includes equity, debt, and rights such as options or warrants.
The notice reports $3,000,000 already sold and $17,000,000 remaining to be sold. CERENOME agreed to issue senior secured convertible notes with aggregate original principal of up to $21,276,596, each carrying an original issue discount of 6.0%. No finders’ fees are reported, and the first sale occurred on September 10, 2026.
Cerenome, Inc. (CNSY) has arranged a senior secured convertible note and royalty-based financing to support its CNS oncology platform and CNSide diagnostics business. The company agreed with an institutional investor to issue senior secured convertible notes with an aggregate original principal amount of $21,276,596, split into Initial Notes of $3,191,489, Second Notes of $2,127,660, and Additional Notes of $15,957,447. The Initial closing is expected on or about September 10, 2026, when Cerenome expects to receive gross proceeds of $3,000,000.
The notes carry a 6.0% original issue discount, accrue interest at 8.0% per year, mature one year after issuance, and are secured by a first‑priority lien on substantially all assets of Cerenome and its subsidiary CNSide. They are convertible into common stock at an initial price of $2.74 per share, with a $0.50 floor and ownership caps of 4.99% (or 9.99% at the investor’s election), plus an exchange cap tied to Nasdaq rules. In default, an alternate, discount-to-market conversion formula applies and redemption premiums, including a 120% cash redemption on a Change of Control, may be triggered.
On the Initial Closing Date, Cerenome and CNSide are expected to enter a Royalty Agreement under which CNSide will pay the investor a quarterly royalty of 2.5% of its gross revenues, capped each quarter at 2.5% of the unpaid note balance, until all note obligations are fully repaid. A Registration Rights Agreement will require Cerenome to submit resale registration statements for conversion shares within set deadlines. Management states that, considering this facility, other facilities, existing cash and expected CNSide sales and cash flow, forecasted cash runway now extends well into 2028.