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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or Section 15(d)
of
the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): April 8, 2026
CERO
THERAPEUTICS HOLDINGS, INC.
(Exact
name of registrant as specified in its charter)
| Delaware |
|
001-40877 |
|
81-4182129 |
(State
or other jurisdiction of
incorporation or organization) |
|
(Commission
File Number) |
|
(I.R.S.
Employer
Identification Number) |
201
Haskins Way, Suite 230,
South San Francisco, CA |
|
94080 |
| (Address
of principal executive offices) |
|
(Zip
Code) |
(650)
407-2376
Registrant’s
telephone number, including area code
Not
applicable
(Former
name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
| ☐ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
| Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
| Common
Stock, par value $0.0001 per share |
|
CERO |
|
None |
| Warrants,
each warrant exercisable for one two-thousandths of a share of Common Stock |
|
CEROW |
|
None |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2
of the Securities Exchange Act of 1934.
Emerging
growth company ☒
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item
1.01 Entry into a Material Definitive Agreement.
On
April 8, 2026, CERo Therapeutics Holdings, Inc., a Delaware corporation (the “Company”) issued and sold a convertible promissory
note for an purchase price of $350,000, having a principal face value of $437,500 (the “Note”) to Keystone Capital Partners,
LLC (“Lender”). Pursuant to the Note, the Company may borrow, from time to time thereunder, up to a maximum aggregate amount
not to exceed a sum of $1,000,000. The Note bears interest at a rate of 10% per annum, matures on April 9, 2027, and is convertible into
shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”). At any time after the issuance
of the Note, the Lender, at its option, is entitled to convert all or any lesser portion of the outstanding principal amount and accrued
but unpaid interest into Common Stock at a conversion price equal to the lesser of (i) $0.05 and (ii) 80% of the average of the 5 (five)
lowest intraday trading prices during the 20 (twenty) days prior to the day that the Lender requests conversion, unless otherwise modified
by mutual agreement between the parties, subject to certain adjustments and limitations, including a beneficial ownership limitation
of 4.99%.
Pursuant
to the terms of the Note, the Company shall prepare and file with the U.S. Securities and Exchange Commission (the “SEC”),
a registration statement on Form S-1 or S-3, covering the resale of all of the shares of Common Stock issuable upon the conversion of
the Note.
The
issuance of the Note was made in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933,
as amended (the “Securities Act”), and Rule 506(b) promulgated thereunder. The Note and the shares of Common Stock issuable
upon conversion thereof have not been registered under the Securities Act and may not be offered or sold in the United States absent
registration or an applicable exemption from registration requirements.
The
foregoing description of the Note is qualified in its entirety by reference to the full text of such document, a copy of which was previously
filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on February 13, 2026 and is incorporated herein by reference.
Item
2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The
information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.
Item
3.02 Unregistered Sales of Equity Securities.
The
information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02. The issuance
of the Note was made in reliance on the exemption provided by Section 4(a)(2) of the Securities Act, for the offer and sale of securities
not involving a public offering. The Company’s reliance upon Section 4(a)(2) of the Securities Act in issuing the Notes was based
upon the following factors: (a) the issuance of the Note was an isolated private transaction by us which did not involve a public offering;
(b) the Lender is an accredited investor; (c) the Company did not engage in general solicitation or advertising in connection with
the issuance; and (d) the Lender represented that, among other things, it was acquiring the securities for investment purposes only
and not with a view to distribution, it has received information about the Company necessary to make an informed investment decision,
and the Lender is capable of evaluating the merits and risks of its investment. Any shares of Common Stock issuable upon conversion of
the Note will be issued in reliance on the exemption from registration provided by Section 3(a)(9) or Section 4(a)(2) of the Securities
Act.
Item 9.01
Financial Statements and Exhibits.
(d)
Exhibits
| Exhibit
No. |
|
Description |
| 4.1 |
|
Form of Note (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K (File No. 001-40877) filed on February 13, 2026). |
| 104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
| Dated:
April 14, 2026 |
CERO
THERAPEUTICS HOLDINGS, INC. |
| |
|
| |
By: |
/s/
Chris Ehrlich |
| |
Name: |
Chris
Ehrlich |
| |
Title: |
Chief
Executive Officer |
