CERO THERAPEUTICS HOLDINGS, INC. 8-K

What Happened
Cero Therapeutics Holdings, Inc. (CERO) filed an 8‑K on March 11, 2026 reporting that on March 6, 2026 it issued and sold a convertible promissory note to Keystone Capital Partners, LLC. The Company received $750,000 in purchase proceeds under a note with a principal face value of $937,500 and the note allows borrowing up to a $1,000,000 aggregate. The note carries 10% annual interest and matures August 6, 2027, and is convertible into the Company’s common stock.

Key Details

• Purchaser/lender: Keystone Capital Partners, LLC; purchase price received: $750,000; principal face value: $937,500; facility cap: $1,000,000.
• Interest & maturity: 10% per annum, maturity date August 6, 2027.
• Conversion: Lender may convert principal and accrued interest into common stock at the lesser of (i) $0.05 or (ii) 80% of the average of the 5 lowest intraday prices during the 20 trading days before conversion is requested; conversion subject to a 4.99% beneficial ownership cap.
• Registration undertaking: Company must prepare and file an S‑1 or S‑3 registration statement covering resale of shares issuable on conversion. The note and potential shares were issued relying on private placement exemptions and are not registered.

Why It Matters
This transaction provides near‑term funding (cash of $750K and up to $1M available) and creates a new debt obligation that can convert into equity. Investors should note the potential for dilution if the lender converts the note at the low conversion price mechanics, although the 4.99% ownership cap limits immediate single‑party concentration. The Company’s need to file a registration statement to permit resale of conversion shares is a positive step for eventual liquidity of those shares, but until registered the shares are restricted.