CERo Therapeutics expands SRX Global convertible note to $2,085,200

CERo Therapeutics Holdings, Inc. entered into a second amended and restated promissory note with SRX Global Inc., formerly SRx Health Solutions, Inc., on July 14, 2026. The new note restates in full a promissory note the company issued to the same lender on May 23, 2026. The company's Form 8-K, dated July 17, 2026, says the company may borrow up to $2,085,200 under it. Of that amount, $750,000 was funded under the original note, $663,600 on June 23, 2026, and $671,600 on July 14, 2026. The filing names no placement agent or advisor for the note.

Terms of the note

The note bears interest at 10% a year and matures on May 28, 2027. The lender may convert all or part of the principal and accrued interest into common stock at any time after issuance, at its option. 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 asks to convert. A beneficial ownership limit of 4.99% applies, subject to adjustments.

Because the conversion price moves with the stock's recent lows, a lower share price means more shares issued for each dollar of principal and interest. The $0.05 ceiling caps the price only from above. The filing does not describe any floor.

The company agreed to file a registration statement on Form S-1 or S-3 to cover the resale of the conversion shares. The note was issued under Section 4(a)(2) of the Securities Act and Rule 506(b), and the company says the lender is an accredited investor that did not receive general solicitation. The filing does not state how the borrowed funds will be used. Its cover page lists no exchange for the common stock or the warrants.

The business behind the note

CERo describes itself as an immunotherapy company developing engineered T cell therapies for cancer. Its lead molecule, CER-1236, is an autologous T-cell product that targets TIM-4 ligand, also called phosphatidylserine. The company says CER-1236 will be active in both blood cancers and solid tumors, while it describes approved CAR-T therapies as largely active in hematological B cell malignancies. Those comparisons are the company's own, and the 10-K's description of the trial reports no response data to support them.

The FDA cleared the company's first investigational new drug application on November 14, 2024, after a brief clinical hold for insufficient nonclinical data to judge off-target toxicity, according to the 10-K. The company's Phase 1 study in acute myeloid leukemia began in May 2025. The 10-K filed April 15, 2026 says the fourth patient received an initial dose at twice the first cohort's dose, and that the fifth patient was dosed in March 2026. Five patients in a dose-escalation study is a small group, and the 10-K lists response rate and complete response among the outcome measures without reporting any results. The company also said it anticipated starting a Phase 1 study in non-small cell lung cancer and ovarian cancer in the first quarter of 2026, a start the 10-K describes only as anticipated.

Losses and cash use

The company's annual figures show a net loss of $19.9 million for 2025, and cash used in operations of $16.1 million that year. For 2023 it reported a net loss of $7.3 million and cash used in operations of $1.5 million. Research and development expense was $5.3 million for 2023.

The 8-K gives no cash balance, so the note's principal cannot be set against cash on hand. It describes no other lender and no collateral.

What comes next

The note matures on May 28, 2027, unless the lender converts earlier. The company must file the resale registration statement, and the lender can convert at the price formula at any time after issuance. The 8-K does not say whether the company will draw the remaining amounts under the note.

Report an error

Companies in this story

CEROCERo Therapeutics Holdings, Inc.OTC · United StatesOpen the starter desk