CERo Therapeutics Enters into $1 Million Convertible Note Financing with Keystone Capital Partners

On April 27, 2026, CERo Therapeutics Holdings, Inc. entered into a debt financing arrangement by issuing and selling a convertible promissory note to Keystone Capital Partners, LLC. The company received a purchase price of $400,000 for a note with a principal face value of $500,000. Under the terms of the agreement, CERo may borrow up to a maximum aggregate amount of $1,000,000. The note carries a 10% annual interest rate and matures on April 27, 2027. The lender has the option to convert the outstanding principal and interest into shares of CERo's common stock. The conversion price is set at the lesser of $0.05 or 80% of the average of the five lowest intraday trading prices during the 20 days preceding a conversion request, subject to a 4.99% beneficial ownership cap. CERo has committed to filing a registration statement with the SEC to cover the resale of the common stock issuable upon conversion. The transaction was conducted as a private placement exempt from registration under Section 4(a)(2) of the Securities Act.