Cerenome raises $3M in $20M private offering

Rhea-AI Filing Summary

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.

Filing Explained

Potential conversion or exercise could dilute existing ownership; $3 million has been sold, and $17 million remains to be sold.

The new Form D notice records an offering that has begun but is not fully sold: its equity and convertible components could create additional shares, reducing existing holders’ percentage ownership if issued.

The filing describes senior secured convertible notes of up to $21,276,596 in original principal, with a 6.0% original issue discount. Because the notice reports $3,000,000 sold, the $21,276,596 figure is an upper amount rather than evidence that the full ceiling has been issued.

Key Figures

Total Amount Sold: $3,000,000 Total Remaining to be Sold: $17,000,000 Senior secured convertible notes capacity: $21,276,596 +4 more

7 metrics

Total Amount Sold $3,000,000 Reported securities sold in the exempt offering

Total Remaining to be Sold $17,000,000 Reported remaining amount in the offering

Senior secured convertible notes capacity $21,276,596 Aggregate original principal amount of notes the company agreed to issue

Original issue discount 6.0% Discount applied to each senior secured convertible note when issued

Exemption relied upon Rule 506(b) Regulation D federal exemption for the private offering

Date of first sale September 10, 2026 First sale date in the exempt offering

Finders' fees $0 Reported finders' fees expenses for the offering

Key Terms

Rule 506(b), original issue discount, senior secured convertible notes, Notice of Exempt Offering of Securities, +1 more

5 terms

Rule 506(b) regulatory

"Federal Exemption(s) and Exclusion(s) Claimed includes Rule 506(b)"

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.

original issue discount financial

"each of the notes, when issued, reflects an original issue discount of 6.0%"

Original issue discount (OID) is the difference between a debt security’s face value and the lower price at which it is first sold, treated as additional interest that accrues over the life of the instrument. For investors it matters because OID raises the effective yield and changes taxable income and the holding’s cost basis over time — think of buying a $100 voucher for $90 and recognizing the $10 gain as earned interest as the voucher approaches maturity.

senior secured convertible notes financial

"The Company agreed to issue senior secured convertible notes in the aggregate"

A senior secured convertible note is a loan a company issues that sits near the top of its repayment order (senior), is backed by specific assets as collateral (secured), and can be swapped into company shares later (convertible). For investors this matters because it combines lower risk of repayment and legal protection from the collateral with the upside of converting into equity—so it affects both the safety of debt holders and potential dilution for shareholders.

Notice of Exempt Offering of Securities regulatory

"FORM D Notice of Exempt Offering of Securities"

accredited investors regulatory

"securities in the offering have been or may be sold to persons who do not qualify as accredited investors"

Accredited investors are individuals or entities considered to have enough financial knowledge and resources to understand and handle more complex and risky investments. They are often allowed to participate in private investment opportunities that are not available to the general public, similar to how experienced players might access exclusive clubs or events. This status helps ensure that investors can manage potential risks and rewards appropriately.

FAQ

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

What type of securities is CERENOME, INC. (CNSY) offering in this Form D?

CERENOME is offering a mix of equity, debt, and options, warrants or other rights to acquire another security in a private exempt offering under Rule 506(b) of Regulation D.

How much has CERENOME, INC. (CNSY) sold so far in this private offering?

CERENOME reports a Total Amount Sold of $3,000,000 and a Total Remaining to be Sold of $17,000,000, indicating a targeted offering size of $20,000,000 based on these reported figures.

What are the terms of CERENOME, INC.’s senior secured convertible notes?

CERENOME agreed to issue senior secured convertible notes with aggregate original principal of up to $21,276,596. Each note, when issued, reflects an original issue discount of 6.0%.

When did CERENOME, INC. (CNSY) first sell securities under this Form D offering?

The notice states the Date of First Sale was September 10, 2026, confirming that at least one sale has already occurred in this private offering.

Is CERENOME, INC. paying any finders’ fees or sales commissions in this offering?

The filing reports Finders' Fees of $0 and does not list separate sales commissions, indicating no such cash costs are disclosed for intermediaries in this Form D notice.

What federal exemption is CERENOME, INC. relying on for this private offering?

CERENOME is relying on the Rule 506(b) exemption under Regulation D of the Securities Act, as indicated by the selected federal exemption on the notice of exempt offering of securities.

What is CERENOME, INC.’s industry and location according to the Form D?

CERENOME is classified in the Health Care – Biotechnology industry group. Its principal office is at 6420 Levit Green Boulevard, Suite 310, Houston, Texas 77021.

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

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

Available on EDGAR 09/18/2026 - 05:24 PM Accepted by SEC EDGAR 09/18/2026 - 05:23 PM Learn about SEC filing dates

The Securities and Exchange Commission has not necessarily reviewed the information in this filing and has not determined if it is accurate and complete.
The reader should not assume that the information is accurate and complete.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Intentional misstatements or omissions of fact constitute federal criminal violations. See 18 U.S.C. 1001.

FORM D

Notice of Exempt Offering of Securities

OMB APPROVAL

OMB Number:			3235-0076
Estimated average burden
hours per response:			4.00

1. Issuer's Identity

CIK (Filer ID Number)

Previous Names

None

Entity Type

0001095981

PLUS THERAPEUTICS, INC.

CYTORI THERAPEUTICS, INC.

MACROPORE INC

Plus Therapeutics, Inc.

X	Corporation
	Limited Partnership
	Limited Liability Company
	General Partnership
	Business Trust
	Other (Specify)

Name of Issuer

CERENOME, INC.

Jurisdiction of Incorporation/Organization

DELAWARE

Year of Incorporation/Organization

X	Over Five Years Ago
	Within Last Five Years (Specify Year)
	Yet to Be Formed

2. Principal Place of Business and Contact Information

Name of Issuer
CERENOME, INC.
Street Address 1		Street Address 2
6420 Levit Green Boulevard		Suite 310
City	State/Province/Country	ZIP/PostalCode	Phone Number of Issuer
Houston	TEXAS	77021	(737) 255-7194

3. Related Persons

Last Name	First Name	Middle Name
Hedrick	Marc	H.
Street Address 1	Street Address 2
6420 Levit Green Boulevard	Suite 310
City	State/Province/Country	ZIP/PostalCode
Houston	TEXAS	77021

Relationship: X Executive Officer X Director Promoter

Clarification of Response (if Necessary):

President and Chief Executive Officer

Last Name	First Name	Middle Name
Sims	Andrew
Street Address 1	Street Address 2
6420 Levit Green Boulevard	Suite 310
City	State/Province/Country	ZIP/PostalCode
Houston	TEXAS	77021

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Chief Financial Officer

Last Name	First Name	Middle Name
Clowes	Howard
Street Address 1	Street Address 2
6420 Levit Green Boulevard	Suite 310
City	State/Province/Country	ZIP/PostalCode
Houston	TEXAS	77021

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
van Es-Johansson	An
Street Address 1	Street Address 2
6420 Levit Green Boulevard	Suite 310
City	State/Province/Country	ZIP/PostalCode
Houston	TEXAS	77021

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Hawkins	Richard	J.
Street Address 1	Street Address 2
6420 Levit Green Boulevard	Suite 310
City	State/Province/Country	ZIP/PostalCode
Houston	TEXAS	77021

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Chairman of the Board

Last Name	First Name	Middle Name
Andrews	Ronald	A.
Street Address 1	Street Address 2
6420 Levit Green Boulevard	Suite 310
City	State/Province/Country	ZIP/PostalCode
Houston	TEXAS	77021

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Guse	Kyle
Street Address 1	Street Address 2
6420 Levit Green Boulevard	Suite 310
City	State/Province/Country	ZIP/PostalCode
Houston	TEXAS	77021

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

4. Industry Group

Agriculture

Banking & Financial Services

Commercial Banking

Insurance

Investing

Investment Banking

Pooled Investment Fund

Is the issuer registered as
an investment company under
the Investment Company
Act of 1940?

Yes No

Other Banking & Financial Services

Business Services

Energy

Coal Mining

Electric Utilities

Energy Conservation

Environmental Services

Oil & Gas

Other Energy

	Health Care
	Biotechnology
	Health Insurance
	Hospitals & Physicians
	Pharmaceuticals
	X Other Health Care
	Manufacturing
	Real Estate
	Commercial
	Construction
	REITS & Finance
	Residential
	Other Real Estate

Retailing

Restaurants

Technology

Computers

Telecommunications

Other Technology

Travel

Airlines & Airports

Lodging & Conventions

Tourism & Travel Services

Other Travel

Other

5. Issuer Size

Revenue Range		OR	Aggregate Net Asset Value Range
	No Revenues			No Aggregate Net Asset Value
	$1 - $1,000,000			$1 - $5,000,000
	$1,000,001 - $5,000,000			$5,000,001 - $25,000,000
	$5,000,001 - $25,000,000			$25,000,001 - $50,000,000
	$25,000,001 - $100,000,000			$50,000,001 - $100,000,000
	Over $100,000,000			Over $100,000,000
X	Decline to Disclose			Decline to Disclose
	Not Applicable			Not Applicable

6. Federal Exemption(s) and Exclusion(s) Claimed (select all that apply)

		Rule 504(b)(1) (not (i), (ii) or (iii))
		Rule 504 (b)(1)(i)
		Rule 504 (b)(1)(ii)
		Rule 504 (b)(1)(iii)
	X	Rule 506(b)
		Rule 506(c)
		Securities Act Section 4(a)(5)

Investment Company Act Section 3(c)

Section 3(c)(1) Section 3(c)(9)

Section 3(c)(2) Section 3(c)(10)

Section 3(c)(3) Section 3(c)(11)

Section 3(c)(4) Section 3(c)(12)

Section 3(c)(5) Section 3(c)(13)

Section 3(c)(6) Section 3(c)(14)

Section 3(c)(7)

7. Type of Filing

X	New Notice			Date of First Sale	2026-09-10				First Sale Yet to Occur
	Amendment

8. Duration of Offering

Does the Issuer intend this offering to last more than one year? X Yes No

9. Type(s) of Securities Offered (select all that apply)

X	Equity		Pooled Investment Fund Interests
X	Debt		Tenant-in-Common Securities
X	Option, Warrant or Other Right to Acquire Another Security		Mineral Property Securities
	Security to be Acquired Upon Exercise of Option, Warrant or Other Right to Acquire Security		Other (describe)

10. Business Combination Transaction

Is this offering being made in connection with a business combination transaction, such as a merger, acquisition or exchange offer? Yes X No

Clarification of Response (if Necessary):

11. Minimum Investment

Minimum investment accepted from any outside investor $0 USD

12. Sales Compensation

Recipient	Recipient CRD Number X None
(Associated) Broker or Dealer X None	(Associated) Broker or Dealer CRD Number X None
Street Address 1	Street Address 2
City	State/Province/Country	ZIP/Postal Code
State(s) of Solicitation (select all that apply) Check "All States" or check individual States All States	Foreign/non-US

13. Offering and Sales Amounts

Total Offering Amount	$20,000,000	USD	or Indefinite
Total Amount Sold	$3,000,000	USD
Total Remaining to be Sold	$17,000,000	USD	or Indefinite

Clarification of Response (if Necessary):

The Company agreed to issue senior secured convertible notes in the aggregate original principal amount of up to $21,276,596, and each of the notes, when issued, reflects an original issue discount of 6.0%.

14. Investors

Select if securities in the offering have been or may be sold to persons who do not qualify as accredited investors, and enter the number of such non-accredited investors who already have invested in the offering.

Regardless of whether securities in the offering have been or may be sold to persons who do not qualify as accredited investors, enter the total number of investors who already have invested in the offering:

1

15. Sales Commissions & Finder's Fees Expenses

Provide separately the amounts of sales commissions and finders fees expenses, if any. If the amount of an expenditure is not known, provide an estimate and check the box next to the amount.

Sales Commissions	$0	USD	Estimate
Finders' Fees	$0	USD	Estimate

Clarification of Response (if Necessary):

16. Use of Proceeds

Provide the amount of the gross proceeds of the offering that has been or is proposed to be used for payments to any of the persons required to be named as executive officers, directors or promoters in response to Item 3 above. If the amount is unknown, provide an estimate and check the box next to the amount.

$0

USD

Estimate

Clarification of Response (if Necessary):

Signature and Submission

Please verify the information you have entered and review the Terms of Submission below before signing and clicking SUBMIT below to file this notice.

Terms of Submission

In submitting this notice, each issuer named above is:

• Notifying the SEC and/or each State in which this notice is filed of the offering of securities described and undertaking to furnish them, upon written request, in the accordance with applicable law, the information furnished to offerees.*

• Irrevocably appointing each of the Secretary of the SEC and, the Securities Administrator or other legally designated officer of the State in which the issuer maintains its principal place of business and any State in which this notice is filed, as its agents for service of process, and agreeing that these persons may accept service on its behalf, of any notice, process or pleading, and further agreeing that such service may be made by registered or certified mail, in any Federal or state action, administrative proceeding, or arbitration brought against the issuer in any place subject to the jurisdiction of the United States, if the action, proceeding or arbitration (a) arises out of any activity in connection with the offering of securities that is the subject of this notice, and (b) is founded, directly or indirectly, upon the provisions of: (i) the Securities Act of 1933, the Securities Exchange Act of 1934, the Trust Indenture Act of 1939, the Investment Company Act of 1940, or the Investment Advisers Act of 1940, or any rule or regulation under any of these statutes, or (ii) the laws of the State in which the issuer maintains its principal place of business or any State in which this notice is filed.

• Certifying that, if the issuer is claiming a Regulation D exemption for the offering, the issuer is not disqualified from relying on Rule 504 or Rule 506 for one of the reasons stated in Rule 504(b)(3) or Rule 506(d).

Each Issuer identified above has read this notice, knows the contents to be true, and has duly caused this notice to be signed on its behalf by the undersigned duly authorized person.

For signature, type in the signer's name or other letters or characters adopted or authorized as the signer's signature.

Issuer	Signature	Name of Signer	Title	Date
CERENOME, INC.	/s/ Andrew Sims	Andrew Sims	Chief Financial Officer	2026-09-18

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.

* This undertaking does not affect any limits Section 102(a) of the National Securities Markets Improvement Act of 1996 ("NSMIA") [Pub. L. No. 104-290, 110 Stat. 3416 (Oct. 11, 1996)] imposes on the ability of States to require information. As a result, if the securities that are the subject of this Form D are "covered securities" for purposes of NSMIA, whether in all instances or due to the nature of the offering that is the subject of this Form D, States cannot routinely require offering materials under this undertaking or otherwise and can require offering materials only to the extent NSMIA permits them to do so under NSMIA's preservation of their anti-fraud authority.