{"url_path":"/sec/cero/8-k/2026-06-26/item-3-02","section_key":"item-3-02","section_title":"Item 3.02 Unregistered Sales of Equity Securities.**","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":209,"has_tables":true,"body_markdown":"**Item 3.02 Unregistered Sales of Equity Securities.**\n\n \n\nThe information set forth under Item 1.01 of this\nCurrent Report on Form 8-K is incorporated by reference into this Item 3.02. The issuance of the Note was made in reliance on the exemption\nprovided by Section 4(a)(2) of the Securities Act, for the offer and sale of securities not involving a public offering. The Company’s\nreliance upon Section 4(a)(2) of the Securities Act in issuing the Notes was based upon the following factors: (a) the issuance of the\nNote was an isolated private transaction by us which did not involve a public offering; (b) the Lender is an accredited investor;\n(c) the Company did not engage in general solicitation or advertising in connection with the issuance; and (d) the Lender represented\nthat, among other things, it was acquiring the securities for investment purposes only and not with a view to distribution, it has received\ninformation about the Company necessary to make an informed investment decision, and the Lender is capable of evaluating the merits and\nrisks of its investment. Any shares of Common Stock issuable upon conversion of the Note will be issued in reliance on the exemption from\nregistration provided by Section 3(a)(9) or Section 4(a)(2) of the Securities Act."}