8-K
filed February 13, 2026, 6:59 PM ET
ticker CERO
CIK 0001870404
other material
confidence high
sentiment neutral
materiality 0.65
CERO THERAPEUTICS HOLDINGS, INC. (CERO): auditor change — CERo Therapeutics issues $937.5k convertible note, dismisses auditor Wolf & Co., appoints Eric Francois to board
CERO THERAPEUTICS HOLDINGS, INC.
- Issued $937,500 convertible note to Keystone Capital Partners at $750,000; 10% interest, matures July 2027, convertible at discount to market.
- Dismissed Wolf & Company, P.C. as auditor effective Feb 13, 2026; no disagreements, but prior material weakness in internal controls noted.
- Appointed Salberg & Company, P.A. as new auditor effective Feb 13, 2026.
- Appointed Eric Francois to board, increasing size to 7; he served as Managing Director at Raymond James, CFO at Scynexis.
Key facts
Extracted from this filing and checked against the source text.
Auditor Changes
SEC 8-K Item 4.01/4.02
confidence 0.9
CERO THERAPEUTICS HOLDINGS, INC. dismissed Wolf & Company, P.C. as its auditor.
- Action
- dismissal
- Auditor
- Wolf & Company, P.C.
- Successor
- Salberg & Company, P.A.
Exact text from the filing
The Company’s audit committee of the board of directors (the “Audit Committee”) approved the decision to dismiss Wolf & Company, P.C. (“Wolf”), as the Company’s independent registered public accounting firm, effective as of February 13, 2026.
View on SEC.gov
Auditor Changes
SEC 8-K Item 4.01/4.02
confidence 0.9
CERO THERAPEUTICS HOLDINGS, INC. engaged Salberg & Company, P.A. as its auditor.
- Action
- engagement
- Auditor
- Salberg & Company, P.A.
Exact text from the filing
The Company’s audit committee of the board of directors (the “Audit Committee”) approved the appointment of Salberg & Company, P.A. (“Salberg”) as the Company’s independent registered public accounting firm, effective following the finalization of the terms of an engagement letter therewith and execution thereof of February 11, 2026, with such appointment effective as of February 13, 2026.
View on SEC.gov
Debt Financings
SEC 8-K Item 2.03/2.04
confidence 0.9
CERO THERAPEUTICS HOLDINGS, INC. incurred convertible notes of $750,000 with Keystone Capital Partners, LLC at 10% per annum maturing July 9, 2027.
- Instrument
- convertible notes
- Principal
- $750,000
- Counterparty
- Keystone Capital Partners, LLC
- Rate
- 10% per annum
- Maturity
- July 9, 2027
- Event
- incurrence
Exact text from the filing
On February 9, 2026, CERo Therapeutics Holdings, Inc., a Delaware corporation (the “Company”) issued and sold a convertible promissory note for a purchase price of $750,000, having a principal face value of $937,500 (the “Note”) to Keystone Capital Partners, LLC (“Lender”).
View on SEC.gov
Equity Issuances
SEC 8-K Item 3.02/3.03
confidence 0.9
CERO THERAPEUTICS HOLDINGS, INC. issued convertible note to Keystone Capital Partners, LLC for $750,000.
- Security
- convertible note
- Purchaser
- Keystone Capital Partners, LLC
- Consideration
- $750,000
Exact text from the filing
On February 9, 2026, CERo Therapeutics Holdings, Inc., a Delaware corporation (the “Company”) issued and sold a convertible promissory note for a purchase price of $750,000, having a principal face value of $937,500 (the “Note”) to Keystone Capital Partners, LLC (“Lender”).
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.9
CERO THERAPEUTICS HOLDINGS, INC. entered into Note with Keystone Capital Partners, LLC valued at $750,000 (effective 2026-02-09).
- Action
- entry
- Agreement
- notes offering
- Counterparty
- Keystone Capital Partners, LLC
- Value
- $750,000
- Effective
- 2026-02-09
Exact text from the filing
On February 9, 2026, CERo Therapeutics Holdings, Inc., a Delaware corporation (the “Company”) issued and sold a convertible promissory note for a purchase price of $750,000, having a principal face value of $937,500 (the “Note”) to Keystone Capital Partners, LLC (“Lender”).
View on SEC.gov
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