aibioCERo Therapeutics issues $937,500 convertible note to SRX Health Solutions
Tickers CERO
The note was sold for $750,000 and bears 10% interest, with conversion at the lesser of $0.05 or a discount to recent trading prices.
Key facts
- Company
- CERo Therapeutics Holdings, Inc. (OTC: CERO)
- News type
- Debt Financing
- Primary source
- SEC EDGAR
The note
CERo Therapeutics Holdings, Inc. issued and sold a convertible promissory note to SRX Health Solutions, Inc. on May 28, 2026, according to a Form 8-K. The note was sold for a purchase price of $750,000 and has a principal face value of $937,500. The company may borrow up to $750,000 under the note from time to time.
The note bears interest at 10% a year and matures on May 28, 2027. The lender may convert all or part of the outstanding principal and accrued but unpaid interest into common stock at any time. 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 requests conversion. The lender's beneficial ownership is limited to 4.99%. Because the price is set at a discount to recent trading, a falling share price means the lender receives more shares for the same amount owed.
The company must file a registration statement on Form S-1 or S-3 covering the resale of the shares issuable on conversion. The note was issued under Section 4(a)(2) of the Securities Act and Rule 506(b). The company says the lender is an accredited investor and that it used no general solicitation. The form of the note was filed earlier as Exhibit 4.1 to an 8-K dated February 13, 2026. The filing does not describe any collateral and does not say how the company will use the money. It names no placement agent or advisor. Chief Executive Officer Chris Ehrlich signed it.
The business and its lead program
CERo describes itself as an immunotherapy company developing engineered T cell therapies for cancer. Its platform, which it calls Chimeric Engulfment Receptor T (CER-T) cells, is designed to redirect a patient's T cells to destroy tumor cells. Its lead molecule, CER-1236, is an autologous T-cell product that targets TIM-4 ligand. The company says it believes CER-1236 will be active in both hematological malignancies and solid tumors.
The Phase 1 study that began in May 2025 enrolls patients with acute myeloid leukemia, a blood cancer, and the study began with dose escalation. The company has manufactured and administered cell products for four patients to date, and a fifth patient was dosed in March 2026. The fourth patient received an initial dose at twice the initial dose given to the first cohort, followed by an identical second dose 48 hours later. Five patients is a small group, and the program overview in the 10-K gives no response results.
The business section also records an earlier problem. The FDA put the IND on a brief clinical hold, which the company says was due to insufficient nonclinical data to judge off target toxicity. The FDA notice came on November 14, 2024, and the hold was lifted after additional in vitro experiments. The company also submitted a second IND for non-small cell lung cancer and ovarian cancer, which the FDA accepted on March 27, 2025. The company anticipated starting a Phase 1 study in those cancers in the first quarter of 2026, a quarter that had already ended when the 10-K was filed on April 15, 2026.
The 10-K itself concedes that curative CAR-T therapies for solid tumors currently do not exist and that, even in blood cancers with approved CAR-T therapies, cure rates do not exceed 60%. The company argues that CER-1236 can overcome those limits, but its evidence is preclinical, and the one clinical study treats a blood cancer, not a solid tumor.
Losses and cash
The 10-K filed April 15, 2026 reports a net loss of $19.9 million for 2025, against a net loss of $7.3 million for 2023. Cash used in operations was $16.1 million in 2025, against $1.5 million in 2023. Research and development expense was $5.3 million in 2023. Year-end cash and cash equivalents were $96,873 at the end of 2023.
The note's $750,000 purchase price is small against the $16.1 million the company used in operations in 2025. The conversion formula means the number of shares could grow if the stock keeps falling, and the registration statement would bring those resale shares to the market.