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 ea029846301ex4-1.htm SECOND AMENDED AND RESTATED NOTE (JULY 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 R
How this was made
The 30-second read
Why it matters
Key disclosed terms include up to $2.0852M maximum tranche funding, 10% per annum interest, maturity May 28, 2027, and an option for the lender to convert into common stock at the lesser of $0.05 or 80% of the average of the five lowest intraday prices over the prior 20 days (with a $0.05 floor).
Market read
Convertible grid financing with a low conversion floor can create an equity overhang, especially if the lender draws tranches and converts.
What to watch
Traders should monitor Schedule I drawdowns and any lender election to take interest in stock versus cash, since that determines realized dilution versus debt servicing.
Background
The 8-K reports entry into a material definitive agreement and includes the terms of a second amended and restated convertible grid promissory note originally dated May 28, 2026.
Ticker impact
CERO disclosed a second amended and restated convertible grid promissory note with up to $2.0852M tranche funding, 10% interest, and conversion at a $0.05 floor.
Near-term pressure possible if traders focus on potential conversion/dilution; magnitude depends on how much of the grid is drawn and conversion likelihood.
The 8-K is a primary-source financing disclosure (material definitive agreement) and includes explicit economics (10% interest, $0.05 floor, 80% of recent low intraday prices), which directly affects dilution expectations.
Market effects
Adds another example of convertible grid financing in biotech, reinforcing dilution and liquidity-risk pricing for similar issuers.
Primarily impacts US small-cap biotech sentiment; limited direct regional spillover.
Low global relevance; financing terms are company-specific.
Counterpoint
If the lender draws only a small portion of the grid and conversion is unlikely, the overhang may be less than the market fears.
Key entities
- issuerCERO THERAPEUTICS HOLDINGS, INC.
Borrower under the convertible grid promissory note; subject of the financing disclosure.
- lenderSRX Global Inc (f/k/a SRx Health Solutions, Inc.)
Lender and holder of the convertible note; has the option to convert principal and accrued interest into CERO common stock.
