CERO THERAPEUTICS HOLDINGS, INC. 8-K

What Happened

• On April 27, 2026, CERO Therapeutics Holdings, Inc. announced it issued and sold a convertible promissory note to Keystone Capital Partners, LLC for a purchase price of $400,000 (principal face value $500,000).
• Under the Note the Company may borrow, from time to time, up to a $1,000,000 aggregate maximum. The Note bears interest at 10% per annum, matures on April 27, 2027, and is convertible into the Company’s common stock.

Key Details

• Purchase price received: $400,000; principal face value of the initial note: $500,000.
• Available facility: up to $1,000,000 aggregate borrowing capacity under the Note.
• Interest and maturity: 10% per year; maturity date April 27, 2027.
• Conversion terms: lender may convert principal and accrued interest into common stock at the lesser of $0.05 or 80% of the average of the 5 lowest intraday prices during the 20 trading days before conversion request; conversion subject to a 4.99% beneficial ownership cap.
• Registration: the Company must file an S-1 or S-3 registration statement covering resale of shares issuable on conversion. The issuance relied on Section 4(a)(2) and Rule 506(b) exemptions.

Why It Matters

• This transaction provides near-term cash ($400K now, up to $1M available) to fund operations, but also creates a short-term debt obligation (10% interest, one-year maturity).
• The note’s conversion features could dilute existing shareholders if the lender converts into common stock, particularly given a low fixed floor conversion price ($0.05) or a steep discount to recent trading prices (80% of a low-price average). The 4.99% ownership cap limits any single conversion’s immediate impact.
• The required registration for resale of conversion shares affects future liquidity of those shares; investors should monitor additional draws on the facility, conversion activity, and the Company’s S-1/S-3 filing.