{"url_path":"/sec/cero/10-q/2026/item-2","section_key":"item-2","section_title":"Item 2 Unregistered Sales of Equity Securities and Use of Proceeds**","topic":"sec","document":{"doc_type":"10-Q","doc_date":"2026-05-15","source_url":"https://www.sec.gov/Archives/edgar/data/1870404/0001213900-26-057753-index.html","accession_number":"0001213900-26-057753","cik":"0001870404","ticker":"CERO","issuer_name":"CERO THERAPEUTICS HOLDINGS, INC.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1870404/0001213900-26-057753-index.html","primary_entity_key":"0001870404","primary_entity_name":"CERO THERAPEUTICS HOLDINGS, INC."},"word_count":312,"has_tables":true,"body_markdown":"**Item\n2. Unregistered Sales of Equity Securities and Use of Proceeds**\n\n \n\nOn\nApril 8, 2026, the Company issued and sold a convertible promissory note for a purchase price of $350,000, having a principal face value\nof $437,500 (the “April 2026 Note”) to Lender. Pursuant to the April 2026 Note, the Company may borrow, from time to time\nthereunder, up to a maximum aggregate amount not to exceed a sum of $1,000,000. The April 2026 Note bears interest at a rate of 10% per\nannum, matures on April 9, 2027, and is convertible into shares of the Company’s common stock\n\n \n\nOn\nApril 27, 2026, the Company issued and sold a convertible promissory note for an purchase price of $400,000, having a principal face\nvalue of $500,000 (the “Second April Note”) to the Lender. Pursuant to the Second April Note, the Company may borrow, from\ntime to time thereunder, up to a maximum aggregate amount not to exceed a sum of $1,000,000. The Note bears interest at a rate of 10%\nper annum, matures on April 27, 2027, and is convertible into shares of the Company’s common stock.\n\n \n\nAt\nany time after the issuance of the Convertible Notes, the Lender, at its option, is entitled to convert all or any lesser portion of\nthe outstanding principal amounts and accrued but unpaid interest into Common Stock at a conversion price equal to the lesser of (i)\n$0.05 and (ii) 80% of the average of the 5 (five) lowest intraday trading prices during the 20 (twenty) days prior to the day that the\nLender requests conversion, unless otherwise modified by mutual agreement between the parties, subject to certain adjustments and limitations,\nincluding a beneficial ownership limitation of 4.99%.\n\n \n\nThe\nissuance of these securities was made pursuant to 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D, and the rules promulgated\nthereunder, to accredited investors."}