CERO THERAPEUTICS HOLDINGS, INC. 8-K

What Happened Cero Therapeutics Holdings, Inc. (CERO) announced on July 14, 2026 that it entered into a Second Amended and Restated Promissory Note with SRX Global Inc. (f/k/a SRx Health Solutions, Inc.). The amended Note replaces a May 23, 2026 original note and provides a maximum loan amount of $2,085,200, of which $750,000 was funded under the original note, $663,600 funded June 23, 2026, and $671,600 funded July 14, 2026. The Note carries a 10% annual interest rate and matures on May 28, 2027, and is convertible into CERO common stock.

Key Details

• Lender: SRX Global Inc. (formerly SRx Health Solutions, Inc.).
• Maximum Loan Amount: $2,085,200 (fully funded in tranches of $750,000; $663,600; $671,600).
• Interest and maturity: 10% per annum; maturity date May 28, 2027.
• Conversion terms: Lender may convert outstanding 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 request; subject to adjustments and a 4.99% beneficial ownership cap.
• Registration: CERO must file a Form S-1 or S-3 registration statement covering resale of shares issuable on conversion. The issuance relied on securities exemptions (Section 4(a)(2) and Rule 506(b)) and the notes/shares are currently unregistered.

Why It Matters This filing creates a near-term financial obligation (short-term debt due May 2027) and gives the lender a potential path to convert debt into equity at a low fixed price or at a discounted market price, which could dilute existing shareholders if conversion occurs. The requirement to register conversion shares affects when those shares can be freely resold. Investors should note the interest cost, maturity timeline, and the conversion mechanics when assessing CERO’s capital structure and potential dilution risk.