CERO THERAPEUTICS HOLDINGS, INC. 8-K

What Happened

• Cero Therapeutics Holdings, Inc. (CERO) announced on April 8, 2026 that it issued and sold a convertible promissory note to Keystone Capital Partners, LLC. The company received $350,000 in cash; the Note has a principal face value of $437,500 and allows additional borrowings under the same note up to a $1,000,000 aggregate. The Note bears interest at 10% per year and matures on April 9, 2027. The Note is convertible into CERO common stock under the terms described below.

Key Details

• Purchase price / proceeds: $350,000; principal face value of the issued note: $437,500.
• Maximum borrowing capacity under the Note: up to $1,000,000 aggregate.
• Interest rate: 10% per annum. Maturity date: April 9, 2027.
• Conversion: Lender may convert outstanding principal and accrued interest into common stock at the lesser of (i) $0.05 per share or (ii) 80% of the average of the five lowest intraday prices during the 20 trading days before a conversion request; subject to adjustments and a 4.99% beneficial ownership cap.
• Registration requirement: CERO will prepare and file a Form S-1 or S-3 registration statement covering resale of shares issuable on conversion. The initial issuance relied on exemptions under Section 4(a)(2) and Rule 506(b); the Note and conversion shares are not currently registered.

Why It Matters

• This is short-term financing that provides CERO with immediate cash ($350K) and potential additional capital up to $1M under the Note. The 10% interest rate and one-year maturity mean the company has a near-term repayment or conversion obligation.
• If the lender converts, new shares would be issued at a potentially low conversion price (floor $0.05 or a discount to recent trading), which could dilute existing shareholders, although a 4.99% ownership cap limits single-party dilution.
• The company must file a registration statement to permit resale of any converted shares; until registered, those shares cannot be freely sold in the U.S. This filing and the conversion terms are material for investors monitoring dilution and near-term funding needs.