CERO THERAPEUTICS HOLDINGS, INC. 8-K

What Happened

• Cero Therapeutics Holdings, Inc. filed an 8-K on June 26, 2026 reporting it entered into an Amended and Restated Promissory Note with SRX Health Solutions, Inc. on June 23, 2026. The Note replaces an original May 28, 2026 note and establishes a maximum loan facility of $1,413,600. Of that amount, $750,000 had been funded under the original note and an additional $663,600 was funded on June 23, 2026. The Note bears 10% annual interest and matures on May 28, 2027.

Key Details

• Maximum aggregate loan amount: $1,413,600 (total facility).
• Funding to date: $750,000 (Original Note) + $663,600 funded June 23, 2026.
• Interest & maturity: 10% per annum, maturity May 28, 2027.
• Conversion: Lender may convert outstanding principal and accrued interest into common stock at the lesser of $0.05 or 80% of the average of the 5 lowest intraday trading prices during the 20 days before conversion is requested; conversion subject to a 4.99% beneficial ownership limit.
• The Company agreed to file a registration statement (Form S-1 or S-3) to cover resale of shares issuable on conversion. Issuance relied on exemptions under Section 4(a)(2) and Rule 506(b).

Why It Matters

• This transaction creates a near-term debt obligation (maturing May 2027) carrying 10% interest and also includes conversion features that could dilute existing shareholders if the lender converts debt to equity.
• The conversion price formula could permit conversion at a low fixed price ($0.05) or a discount to recent trading prices, increasing the potential for dilution, though the 4.99% cap limits any single conversion's immediate ownership impact.
• The Company’s commitment to register the conversion shares means those shares could become freely tradable after registration, which is important for liquidity and potential dilution timing.

Keywords: convertible note, debt facility, conversion, dilution, registration statement, Cero Therapeutics.