Cerenome, Inc. Announces $21.3M Senior Secured Convertible Note Financing

What Happened
Cerenome, Inc. (filed 8-K Sept. 10, 2026) announced it entered into a Securities Purchase Agreement on Sept. 4, 2026 for a senior secured convertible note financing with an institutional investor totaling $21,276,596. The financing consists of Initial Notes ($3,191,489), Second Notes ($2,127,660) and Additional Notes ($15,957,447). The initial closing was expected on or about Sept. 10, 2026, with gross proceeds at that closing of approximately $3,000,000. The company also expects to enter a Royalty Agreement, a Security Agreement and a Registration Rights Agreement in connection with the financing.

Key Details

• Total principal: $21,276,596 (Initial, Second and Additional Notes); initial closing expected to deliver ~$3,000,000 gross proceeds.
• Note economics: 6.0% original issue discount, 8.0% annual interest (in default up to 18% or legal max), one-year maturity from issuance.
• Conversion and caps: Initial Notes conversion price $2.74/share (subject to adjustment), conversion floor $0.50/share; investor cannot hold >4.99% of shares (or up to 9.99% at investor election); exchange cap provisions to comply with Nasdaq rules.
• Royalty & collateral: CNSide will pay the investor a 2.5% quarterly royalty on CNSide gross revenues (with customary exclusions and a quarterly cap tied to 2.5% of unpaid note balance). Notes are secured by a first-priority lien on substantially all assets of Cerenome and its subsidiary CNSide, including a pledge of CNSide equity.

Why It Matters
This transaction provides near-term cash (initial ~$3M) and a financing framework that can deliver up to $21.28M over multiple closings—helpful for working capital and operations. However, the notes are secured debt with a short (one-year) maturity and include conversion rights that can dilute existing shareholders if converted to common stock. The royalty on CNSide revenue effectively diverts a portion of subsidiary revenue to the investor until the notes are repaid. Investors should watch for the timing and effectiveness of the registration statement (enabling resale of conversion shares), any future closings, and how the company addresses repayment or conversion before the one-year maturities.