CERO THERAPEUTICS HOLDINGS, INC. (CERO): Entry into a Material Definitive Agreement
CERO THERAPEUTICS HOLDINGS, INC. (CERO) filed an SEC Form 8-K — Entry into a Material Definitive Agreement. EX-4.1 2 ea029602201ex4-1.htm AMENDED AND RESTATED NOTE (JUNE 2026) Exhibit 4.1 CERTAIN INFORMATION CONTAINED IN THIS EXHIBIT, MARKED BY [***], HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE THE REGISTRANT HAS DETERMINED THAT IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRA
How this was made
The 30-second read
Why it matters
The disclosed financing increases CERO’s direct financial obligation and introduces potential equity issuance via conversion at a defined floor price and a formula tied to recent intraday lows, creating a measurable dilution/overhang risk.
Market read
Traders may reprice CERO for financing/dilution risk based on the note’s principal cap, OID, interest rate, maturity, and conversion price mechanics.
What to watch
Conversion mechanics depend on the lender’s timing and the stock’s intraday lows used in the conversion price; actual dilution impact could be smaller if conversions are delayed or if the stock trades above the effective conversion levels.
Background
The 8-K reports entry into a material definitive agreement and includes an amended and restated convertible grid promissory note with a lender, including tranche funding and conversion terms.
Ticker impact
CERO entered an amended and restated convertible grid promissory note with up to $1.767M principal and 25% OID, maturing May 28, 2027.
Near-term: risk-off for CERO on dilution/financing overhang; medium-term: sensitivity to conversion pricing and funding tranches.
8-K Item 1.01/2.03 plus the note terms (principal cap, OID, 10% interest, conversion at $0.05 floor or 80% of recent lows) are concrete and typically weigh on microcap biotech valuations, though the exact tranche timing beyond the disclosed $663,600 on the funding date is not fully shown in the excerpt.
Market effects
Adds to the broader microcap biotech financing narrative (convertible/debt-to-equity structures) that can influence peer risk appetite.
Limited direct regional spillover; primarily issuer-specific.
Low global relevance; financing terms are company-specific.
Counterpoint
If the note funding is used to extend runway toward value inflection (e.g., trials/partnering), the dilution risk may be partially offset by reduced near-term liquidity stress.
Key entities
- companyCERO THERAPEUTICS HOLDINGS, INC.
Issuer/borrower of the amended and restated convertible grid promissory note; subject of the 8-K.
- counterpartySRX Health Solutions, Inc.
Lender under the convertible grid promissory note; receives principal/interest and has conversion rights into CERO common stock.
