--- title: "CERo sells convertible note with $500,000 face value to Keystone" url: "https://aibio.space/news/cero-sells-convertible-note-500-000-face-value-keystone/" publisher: "aibio.space (Biotech Investor Relations News)" date: "2026-05-01" section: "Debt Financing" tickers: "OTC:CERO" source: "https://www.sec.gov/Archives/edgar/data/1870404/000121390026050951/ea028870101-8k_cero.htm" summary: "CERo Therapeutics Holdings issued a convertible promissory note to Keystone Capital Partners, LLC on April 27, 2026, with a purchase price of $400,000 and" --- By the aibio.space news desk. Sources - [CERo Therapeutics Holdings, Inc. 8-K (2026-05-01)](https://www.sec.gov/Archives/edgar/data/1870404/000121390026050951/ea028870101-8k_cero.htm) - [CERo Therapeutics Holdings, Inc. 10-K (2026-04-15): business](https://www.sec.gov/Archives/edgar/data/1870404/000121390026044040/ea0285271-10k_cero.htm) - [CERo Therapeutics Holdings, Inc. financial data (SEC XBRL)](https://www.sec.gov/Archives/edgar/data/1870404/000121390026044040/) [CERO](https://aibio.space/companies/cero-therapeutics/) 2026-05-01 # CERo sells convertible note with $500,000 face value to Keystone Tickers [CERO](https://aibio.space/companies/cero-therapeutics/) CERo Therapeutics Holdings issued a convertible promissory note to Keystone Capital Partners, LLC on April 27, 2026, with a purchase price of $400,000 and a principal face value of $500,000. ## Key facts - **Company**: CERo Therapeutics Holdings, Inc. (OTC: CERO) - **News type**: Debt Financing - **Primary source**: [CERo Therapeutics Holdings, Inc. 8-K (2026-05-01)](https://www.sec.gov/Archives/edgar/data/1870404/000121390026050951/ea028870101-8k_cero.htm) *The lower Manhattan skyline. CC0, via rawpixel. The picture shows the field, not the companies named.* CERo Therapeutics Holdings, Inc. issued and sold a convertible promissory note to Keystone Capital Partners, LLC on April 27, 2026. The note has a purchase price of $400,000 and a principal face value of $500,000. The company reported the transaction in a [Form 8-K](https://www.sec.gov/Archives/edgar/data/1870404/000121390026050951/ea028870101-8k_cero.htm) under Items 1.01, 2.03 and 3.02, dated May 1, 2026. ## The terms The company may borrow up to $1,000,000 in aggregate under the note. It bears interest at 10% per annum and matures on April 27, 2027. At any time after issuance, the lender may convert all or part of the outstanding principal and accrued interest into common stock. The conversion price is the lesser of $0.05 and 80% of the average of the five lowest intraday trading prices during the 20 days before the lender's conversion request. Conversion is subject to certain adjustments and limitations, including a beneficial ownership limit of 4.99%. The company must prepare and file a registration statement on Form S-1 or S-3 covering the resale of the shares issuable on conversion. The 8-K says the note was sold in reliance on Section 4(a)(2) of the Securities Act of 1933 and Rule 506(b). It states that the lender is an accredited investor, that the company did not use general solicitation, and that the lender represented it was buying for investment purposes. Shares issued on conversion are to be issued under Section 3(a)(9) or Section 4(a)(2). The 8-K states that the note and the conversion shares 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. The 8-K names no underwriter, placement agent or financial advisor for the note. It does not state how the company will use the proceeds. This is costly money. CERo receives $400,000 for a note with $500,000 face value, pays 10% interest, and the lender can convert at the lesser of $0.05 and a discount to the lowest recent trading prices, a formula that can issue more shares as the price falls and dilutes existing holders. The sum is small beside the $16.1 million of cash the company used in operations in 2025, and the company is seeking a note of this kind while its only clinical study has dosed five patients. A form of the note was previously filed as Exhibit 4.1 to a Form 8-K filed on February 13, 2026. ## What CERo does CERo describes itself in its [annual report](https://www.sec.gov/Archives/edgar/data/1870404/000121390026044040/ea0285271-10k_cero.htm) as an innovative immunotherapy company developing next-generation engineered T cell therapeutics for cancer. Its CER-T cells are designed to redirect patient-derived T cells to eliminate tumors through both cytotoxic and phagocytic mechanisms. The lead molecule is CER-1236, an autologous T cell product that targets TIM-4 ligand. The company initiated a Phase 1/1b study of CER-1236 in acute myeloid leukemia in May 2025. The report says the company had manufactured and administered cell products for four patients and that the fifth patient was dosed in March 2026. It also says the company anticipated starting a Phase 1 study in non-small cell lung cancer and ovarian cancer in the first quarter of 2026. The FDA accepted a second IND for that work on March 27, 2025. The report notes that CAR-T therapies have largely been active in hematological cancers, and says CER-1236 is designed to target a ligand broadly expressed on tumor cells but not on healthy cells. ## Financial position The XBRL data in the annual report show a net loss of $19.9 million for 2025 and cash used in operations of $16.1 million for the same year. [Report an error](https://aibio.space/reputation/#correction) ## Companies in this story CERO CERo Therapeutics Holdings, Inc. 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Cite as: aibio.space, "CERo sells convertible note with $500,000 face value to Keystone", 2026-05-01, https://aibio.space/news/cero-sells-convertible-note-500-000-face-value-keystone/