{"url_path":"/sec/cero/8-k/2026-06-26/item-1-01","section_key":"item-1-01","section_title":"Item 1.01 Entry into a Material Definitive","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-26","source_url":"https://www.sec.gov/Archives/edgar/data/1870404/0001213900-26-072602-index.html","accession_number":"0001213900-26-072602","cik":"0001870404","ticker":"CERO","issuer_name":"CERO THERAPEUTICS HOLDINGS, INC.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1870404/0001213900-26-072602-index.html","primary_entity_key":"0001870404","primary_entity_name":"CERO THERAPEUTICS HOLDINGS, INC."},"word_count":412,"has_tables":true,"body_markdown":"** **\n\n**Item 1.01 Entry into a Material Definitive\nAgreement.**\n\n \n\nOn June 23, 2026, CERo Therapeutics Holdings,\nInc., a Delaware corporation (the “Company”) entered into an amended and restated promissory note (the “Note”) with\nSRX Health Solutions, Inc. (“Lender”), which amends and restates in its entirety that certain promissory note issued by the\nCompany in favor of the Lender on May 28, 2026 (the “Original Note”). Pursuant to the Note, the Company may borrow, from time\nto time thereunder, up to a maximum aggregate amount not to exceed a sum of $1,413,600 (the “Maximum Loan Amount”). Of the Maximum\nLoan Amount, $750,000 was funded pursuant to the Original Note, and an additional $663,600 was funded on June 23, 2026. The Note bears\ninterest at a rate of 10% per annum, matures on May 28, 2027, and is convertible into shares of the Company’s common stock, par\nvalue $0.0001 per share (the “Common Stock”). At any time after the issuance of the Note, the Lender, at its option, is entitled\nto convert all or any lesser portion of the outstanding principal amount and accrued but unpaid interest into Common Stock at a conversion\nprice equal to the lesser of (i) $0.05 and (ii) 80% of the average of the 5 (five) lowest intraday trading prices during the 20 (twenty)\ndays prior to the day that the Lender requests conversion, unless otherwise modified by mutual agreement between the parties, subject\nto certain adjustments and limitations, including a beneficial ownership limitation of 4.99%.\n\n \n\nPursuant to the terms of the Note, the Company\nshall prepare and file with the U.S. Securities and Exchange Commission (the “SEC”), a registration statement on Form S-1\nor S-3, covering the resale of all of the shares of Common Stock issuable upon the conversion of the Note.\n\n \n\nThe issuance of the Note was made in reliance\nupon the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”),\nand Rule 506(b) promulgated thereunder. The Note and the shares of Common Stock issuable upon conversion thereof have not been registered\nunder the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from registration\nrequirements.\n\n \n\nThe foregoing description of the Note is qualified\nin its entirety by reference to the full text of such document, a copy of which is filed as Exhibit 4.1 to this Current Report on Form\n8-K and is incorporated herein by reference."}