{"filing":{"accession_number":"0001213900-26-095776","cik":"0001870404","ticker":"CEROW","company_name":"CERO THERAPEUTICS HOLDINGS, INC.","form":"8-K","filing_date":"2026-08-31","report_date":"2026-08-27","primary_document":"ea0304037-8k_cero.htm","primary_document_url":"https://www.sec.gov/Archives/edgar/data/1870404/000121390026095776/ea0304037-8k_cero.htm"},"events":[{"id":30664,"run_id":28112,"accession_number":"0001213900-26-095776","anchor_item_number":"1.01","event_type":"debt_issuance","event_domain":"financial","is_material":true,"confidence":0.92,"summary":"On August 27, 2026, the Company completed a secured financing transaction with SRX Global Inc., issuing a Consolidated Senior Secured Promissory Note that consolidates $5.67 million in previously outstanding convertible promissory notes and provides for up to $6 million in additional advances, for a maximum aggregate loan amount of $11.67 million. The Note is secured by a first-priority security interest in substantially all of the Subsidiary's assets, including intellectual property and clinical trial assets related to the Company's CER-T cell therapy business.","company_name":"CERO THERAPEUTICS HOLDINGS, INC.","ticker":"CEROW","filing_date":"2026-08-31","form":"8-K","submitted_at":null,"items":[{"id":33330,"accession_number":"0001213900-26-095776","item_number":"1.01","item_title":"Entry into a Material Definitive","event_type":"debt_issuance","event_domain":"financial","is_material":true,"confidence":0.95,"reasoning":"The Company completed a secured financing transaction on August 27, 2026, issuing a Consolidated Senior Secured Promissory Note to SRX Global Inc. that consolidates $5.67 million in previously outstanding convertible promissory notes and provides for up to $6 million in additional advances, resulting in a maximum aggregate loan amount of $11.67 million. The Note is secured by a first-priority security interest in the Subsidiary's equity and substantially all of its assets, including intellectual property and clinical trial assets related to the Company's CER-T cell therapy business, with an initial advance of $775,665 funded on the execution date. This is a material creation of a direct financial obligation requiring Item 1.01 disclosure.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-31T20:54:47.279869+00:00","company_name":"","ticker":null,"filing_date":""},{"id":33331,"accession_number":"0001213900-26-095776","item_number":"1.02","item_title":"Termination of a Material Definitive","event_type":"debt_issuance","event_domain":"financial","is_material":true,"confidence":0.75,"reasoning":"The filing discloses termination of Previous Notes and their replacement by a new Note, with unpaid principal and accrued interest consolidated into the new instrument. While Item 1.02 addresses termination, the substance is a debt restructuring/refinancing where existing obligations are rolled into a new debt instrument—a material financial obligation event. The reference to Item 1.01 (which typically covers acquisitions or material agreements) suggests this is part of a broader transaction, but the core disclosure here concerns creation of a new direct financial obligation through debt consolidation.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-31T20:54:47.279869+00:00","company_name":"","ticker":null,"filing_date":""},{"id":33332,"accession_number":"0001213900-26-095776","item_number":"2.03","item_title":"Creation of a Direct Financial Obligation","event_type":"debt_issuance","event_domain":"financial","is_material":true,"confidence":0.85,"reasoning":"Item 2.03 discloses creation of a direct financial obligation, with the substance incorporated by reference from Item 1.01. This structure is typical for debt issuances, credit facilities, or material financing arrangements. Without access to Item 1.01 details, the Item 2.03 heading itself signals a new financial obligation that would be material to investors assessing the registrant's capital structure and liquidity.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-31T20:54:47.279869+00:00","company_name":"","ticker":null,"filing_date":""}]},{"id":30665,"run_id":28112,"accession_number":"0001213900-26-095776","anchor_item_number":"3.02","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.95,"summary":"The Company issued an unregistered convertible promissory note under Section 4(a)(2) of the Securities Act to an accredited investor, with shares of common stock issuable upon conversion, creating potential equity dilution.","company_name":"CERO THERAPEUTICS HOLDINGS, INC.","ticker":"CEROW","filing_date":"2026-08-31","form":"8-K","submitted_at":null,"items":[{"id":33333,"accession_number":"0001213900-26-095776","item_number":"3.02","item_title":"Unregistered Sales of Equity Securities.","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.95,"reasoning":"The filing discloses an unregistered issuance of a convertible note under Section 4(a)(2) of the Securities Act to an accredited investor, with shares of common stock issuable upon conversion. This is a classic private placement of a dilutive security. The explicit reference to Item 3.02 (Unregistered Sales of Equity Securities) and the conversion feature creating potential equity dilution confirm this classification.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-31T20:54:47.279869+00:00","company_name":"","ticker":null,"filing_date":""}]}],"classifications":[{"id":33330,"accession_number":"0001213900-26-095776","item_number":"1.01","item_title":"Entry into a Material Definitive","event_type":"debt_issuance","event_domain":"financial","is_material":true,"confidence":0.95,"reasoning":"The Company completed a secured financing transaction on August 27, 2026, issuing a Consolidated Senior Secured Promissory Note to SRX Global Inc. that consolidates $5.67 million in previously outstanding convertible promissory notes and provides for up to $6 million in additional advances, resulting in a maximum aggregate loan amount of $11.67 million. The Note is secured by a first-priority security interest in the Subsidiary's equity and substantially all of its assets, including intellectual property and clinical trial assets related to the Company's CER-T cell therapy business, with an initial advance of $775,665 funded on the execution date. This is a material creation of a direct financial obligation requiring Item 1.01 disclosure.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-31T20:54:47.279869+00:00","company_name":"CERO THERAPEUTICS HOLDINGS, INC.","ticker":"CEROW","filing_date":"2026-08-31"},{"id":33331,"accession_number":"0001213900-26-095776","item_number":"1.02","item_title":"Termination of a Material Definitive","event_type":"debt_issuance","event_domain":"financial","is_material":true,"confidence":0.75,"reasoning":"The filing discloses termination of Previous Notes and their replacement by a new Note, with unpaid principal and accrued interest consolidated into the new instrument. While Item 1.02 addresses termination, the substance is a debt restructuring/refinancing where existing obligations are rolled into a new debt instrument—a material financial obligation event. The reference to Item 1.01 (which typically covers acquisitions or material agreements) suggests this is part of a broader transaction, but the core disclosure here concerns creation of a new direct financial obligation through debt consolidation.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-31T20:54:47.279869+00:00","company_name":"CERO THERAPEUTICS HOLDINGS, INC.","ticker":"CEROW","filing_date":"2026-08-31"},{"id":33332,"accession_number":"0001213900-26-095776","item_number":"2.03","item_title":"Creation of a Direct Financial Obligation","event_type":"debt_issuance","event_domain":"financial","is_material":true,"confidence":0.85,"reasoning":"Item 2.03 discloses creation of a direct financial obligation, with the substance incorporated by reference from Item 1.01. This structure is typical for debt issuances, credit facilities, or material financing arrangements. Without access to Item 1.01 details, the Item 2.03 heading itself signals a new financial obligation that would be material to investors assessing the registrant's capital structure and liquidity.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-31T20:54:47.279869+00:00","company_name":"CERO THERAPEUTICS HOLDINGS, INC.","ticker":"CEROW","filing_date":"2026-08-31"},{"id":33333,"accession_number":"0001213900-26-095776","item_number":"3.02","item_title":"Unregistered Sales of Equity Securities.","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.95,"reasoning":"The filing discloses an unregistered issuance of a convertible note under Section 4(a)(2) of the Securities Act to an accredited investor, with shares of common stock issuable upon conversion. This is a classic private placement of a dilutive security. The explicit reference to Item 3.02 (Unregistered Sales of Equity Securities) and the conversion feature creating potential equity dilution confirm this classification.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-31T20:54:47.279869+00:00","company_name":"CERO THERAPEUTICS HOLDINGS, INC.","ticker":"CEROW","filing_date":"2026-08-31"}]}