CERo Therapeutics amends $1,413,600 promissory note with SRX Health

The amended note

CERo Therapeutics Holdings, Inc. (CERO) entered into an amended and restated promissory note with SRX Health Solutions, Inc. on June 23, 2026. The new note replaces in full a note the company issued to the same lender on May 28, 2026. The company may borrow up to $1,413,600 under it. Of that maximum, $750,000 was funded under the original note and $663,600 was funded on June 23, 2026.

The note bears interest at 10% a year and matures on May 28, 2027. The lender may convert all or any part of the outstanding principal and accrued interest into common stock at any time after issuance. The conversion price is the lesser of $0.05 and 80% of the average of the five lowest intraday trading prices over the 20 days before the lender's conversion request. The price therefore moves with the stock, and the number of shares a conversion produces depends on where the stock trades when the lender asks. A 4.99% beneficial ownership limit applies unless the parties agree otherwise.

The company must file a registration statement on Form S-1 or S-3 covering resale of all shares issuable on conversion.

The lender and the placement

The lender is SRX Health Solutions, Inc. The 8-K names no placement agent, underwriter or advisor, and it does not state how the company will use the money. The company relied on the private-placement exemption in Section 4(a)(2) of the Securities Act and Rule 506(b). It said the note was an isolated private transaction, that the lender is an accredited investor and that there was no general solicitation. Shares issued on conversion would rely on Section 3(a)(9) or Section 4(a)(2).

The CER-1236 program

The company describes itself as an immunotherapy company developing engineered T cell therapies for cancer. Its lead molecule is CER-1236, an autologous T cell product that targets TIM-4 ligand, also called phosphatidylserine. The company's annual report, filed April 15, 2026, says it believes CER-1236 will be active in both hematological malignancies and solid tumors. That is the company's own belief, and the annual report text gives no clinical data to test it against.

The clinical record is small. CER-1236 is in a first-in-human, open-label Phase 1/1b study in acute myeloid leukemia, with dose escalation followed by an expansion phase. The annual report says the company had manufactured and administered cell products for four patients. After a 28-day dose-limiting toxicity period, a fourth patient received twice the first cohort's initial dose, and a fifth patient was dosed in March 2026. The annual report text gives no efficacy results from the study. Its primary outcome measures include the incidence of adverse events and dose-limiting toxicities and an estimate of overall response rate. The company also planned a Phase 1 study in non-small cell lung cancer and ovarian cancer, which it expected to start in the first quarter of 2026.

The FDA cleared the IND on November 14, 2024, after a brief clinical hold over insufficient nonclinical data on off-target toxicity. The company says the hold was lifted after additional in vitro experiments.

Losses and cash

The company reported a net loss of $19.9 million for 2025. Cash used in operations was $16.1 million for the same year. For 2023, the net loss was $7.3 million, research and development expense was $5.3 million and cash used in operations was $1.5 million. The 8-K gives no current cash balance.

The note carries a 10% rate and a conversion price tied to a discount on recent trading, so the lender can convert on its own timing. The 8-K cover page lists no national exchange for the common stock or the warrants.

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