Cerenome, Inc. (Nasdaq: CNSY) entered into a securities purchase agreement on September 4, 2026, with an institutional investor to issue senior secured convertible notes. The total original principal amount of the financing is $21,276,596, consisting of three tranches: $3,191,489 in Initial Notes, $2,127,660 in Second Notes, and $15,957,447 in Additional Notes.
The Initial Notes are expected to be issued on or about September 10, 2026, with the Second Notes to be issued upon the effectiveness of a registration statement covering the resale of shares. The Additional Notes may be purchased in one or more future closings over the next 18 months, subject to specific conditions.
The Notes are secured by a first-priority security interest in substantially all of the present and future assets of Cerenome and its wholly-owned subsidiary, CNSide Diagnostics, LLC. They carry an original issue discount of 6.0% and accrue interest at a rate of 8.0% per annum. The notes mature on the one-year anniversary of their issuance date.
The Initial Notes are convertible into common stock at an initial price of $2.74 per share, subject to a floor price of $0.50. The Investor is subject to a limitation that it may not hold more than 4.99% (or up to 9.99% at election) of the outstanding shares of common stock.
In addition to the financing, the Company and CNSide are expected to enter into a royalty agreement with the Investor. Under this agreement, CNSide will pay a quarterly royalty equal to 2.5% of its gross revenues, subject to a cap equal to 2.5% of the aggregate unpaid balance of the Notes. The Company is also expected to enter into a Registration Rights Agreement and a Security and Pledge Agreement regarding the transaction.
The Company intends to use the net proceeds from the Note Financing for working capital and general corporate purposes. The Company forecasts its cash runway is now well into 2028 when considering this facility, existing facilities, current cash, and forecasted sales.
