PBAX Pengajuan SEC - Phoenix Biotech Acquisition Corp.- Laporan Tahunan, Pernyataan Kuasa, Prospektus

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1870404

SEC Filings

All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis. These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Phoenix Biotech Acquisition Corp.

SEC Filings (Chronological Order)

Halaman ini menyediakan daftar lengkap dan kronologis dari Pengajuan SEC, tidak termasuk pengajuan kepemilikan yang kami sediakan di tempat lain.

September 5, 2025	EX-99.1	CERo Therapeutics Receives FDA Fast Track Designation for CER-1236 in Acute Myeloid Leukemia (AML) Regulatory milestone adds to its existing Orphan Drug Designation, creating additional regulatory and financial advantages for the Company’s lead cance Exhibit 99.1 CERo Therapeutics Receives FDA Fast Track Designation for CER-1236 in Acute Myeloid Leukemia (AML) Regulatory milestone adds to its existing Orphan Drug Designation, creating additional regulatory and financial advantages for the Company’s lead cancer immunotherapy program SOUTH SAN FRANSCISCO, Calif., Sept. 05, 2025 (GLOBE NEWSWIRE) - CERo Therapeutics Holdings, Inc., (Nasdaq: CERO)
September 5, 2025	424B3	CERO THERAPEUTICS HOLDINGS, INC. 12,500,000 Shares of Common Stock Filed Pursuant to Rule 424(b)(3) Registration No. 333-288816 Prospectus Supplement No. 3 (To Prospectus dated July 21, 2025, as supplemented by Prospectus Supplement No. 1, dated August 22, 2025 Prospectus Supplement No. 2, dated September 4, 2025) CERO THERAPEUTICS HOLDINGS, INC. 12,500,000 Shares of Common Stock This prospectus supplement no. 3 (this “Prospectus Supplement”) amends and supplemen
September 5, 2025	424B3	CERO THERAPEUTICS HOLDINGS, INC. 2,100,000 Shares of Common Stock Filed Pursuant to Rule 424(b)(3) Registration No. 333-283492 Prospectus Supplement No. 9 (To Prospectus dated May 23, 2025, as supplemented by Prospectus Supplement No. 1, dated June 6, 2025 Prospectus Supplement No. 2 dated June 16, 2025 Prospectus Supplement No. 3 dated June 25, 2025 Prospectus Supplement No. 4 dated July 2, 2025 Prospectus Supplement No. 5 dated July 14, 2025 Prospectus Supplem
September 5, 2025	8-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 5, 2025 CERO TH UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 5, 2025 CERO THERAPEUTICS HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-40877 81-4182129 (State or other jurisdiction of incorpo
September 4, 2025	8-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 28, 2025 CERO THER UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 28, 2025 CERO THERAPEUTICS HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-40877 87-1088814 (State or other jurisdiction of incorpora
September 4, 2025	424B3	CERO THERAPEUTICS HOLDINGS, INC. 12,500,000 Shares of Common Stock Filed Pursuant to Rule 424(b)(3) Registration No. 333-288816 Prospectus Supplement No. 2 (To Prospectus dated July 21, 2025, as supplemented by Prospectus Supplement No. 1, dated August 22, 2025) CERO THERAPEUTICS HOLDINGS, INC. 12,500,000 Shares of Common Stock This prospectus supplement no. 2 (this “Prospectus Supplement”) amends and supplements the prospectus dated July 21, 2025 (as may be supp
September 4, 2025	424B3	CERO THERAPEUTICS HOLDINGS, INC. 2,100,000 Shares of Common Stock Filed Pursuant to Rule 424(b)(3) Registration No. 333-283492 Prospectus Supplement No. 8 (To Prospectus dated May 23, 2025, as supplemented by Prospectus Supplement No. 1, dated June 6, 2025 Prospectus Supplement No. 2 dated June 16, 2025 Prospectus Supplement No. 3 dated June 25, 2025 Prospectus Supplement No. 4 dated July 2, 2025 Prospectus Supplement No. 5 dated July 14, 2025 Prospectus Supplem
August 22, 2025	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 ☐ TRANSITION REPORT PU UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-40877 CERO THERAPEUTICS
August 22, 2025	424B3	CERO THERAPEUTICS HOLDINGS, INC. 2,100,000 Shares of Common Stock Filed Pursuant to Rule 424(b)(3) Registration No. 333-283492 Prospectus Supplement No. 7 (To Prospectus dated May 23, 2025, as supplemented by Prospectus Supplement No. 1, dated June 6, 2025 Prospectus Supplement No. 2 dated June 16, 2025 Prospectus Supplement No. 3 dated June 25, 2025 Prospectus Supplement No. 4 dated July 2, 2025 Prospectus Supplement No. 5 dated July 14, 2025 Prospectus Supplem
August 22, 2025	424B3	CERO THERAPEUTICS HOLDINGS, INC. 12,500,000 Shares of Common Stock Filed Pursuant to Rule 424(b)(3) Registration No. 333-288816 Prospectus Supplement No. 1 (To Prospectus dated July 21, 2025, as supplemented by Prospectus Supplement No. 1, dated August 22, 2025) CERO THERAPEUTICS HOLDINGS, INC. 12,500,000 Shares of Common Stock This prospectus supplement no. 1 (this “Prospectus Supplement”) amends and supplements the prospectus dated July 21, 2025 (as may be supp
August 15, 2025	NT 10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: June 30, 2025 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q For the transition period
August 11, 2025	EX-FILING FEES	CALCULATION OF FILING FEE TABLES CERO THERAPEUTICS HOLDINGS, INC. Table 1: Newly Registered and Carry Forward Securities Ex-Filing Fees CALCULATION OF FILING FEE TABLES S-3 CERO THERAPEUTICS HOLDINGS, INC.
August 11, 2025	S-3	As filed with the Securities and Exchange Commission on August 8, 2025 As filed with the Securities and Exchange Commission on August 8, 2025 Registration No.
July 28, 2025	EX-FILING FEES	Calculation of Filing Fee Tables Form S-8 (Form Type) CERo Therapeutics Holdings, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) CERo Therapeutics Holdings, Inc.
July 28, 2025	S-8	As filed with the Securities and Exchange Commission on July 28, 2025 As filed with the Securities and Exchange Commission on July 28, 2025 Registration No.
July 28, 2025	CORRESP	CERo Therapeutics Holdings, Inc. 201 Haskins Way, Suite 230 South San Francisco, CA 94080 CERo Therapeutics Holdings, Inc. 201 Haskins Way, Suite 230 South San Francisco, CA 94080 July 28, 2025 VIA EDGAR Division of Corporation Finance Office of Life Sciences U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: CERo Therapeutics Holdings, Inc. Acceleration Request for Registration Statement on Form S-1 File No. 333-288816 Requested Date: July 29, 2025 R
July 25, 2025	424B3	CERO THERAPEUTICS HOLDINGS, INC. 2,100,000 Shares of Common Stock Filed Pursuant to Rule 424(b)(3) Registration No. 333-283492 Prospectus Supplement No. 6 (To Prospectus dated May 23, 2025, as supplemented by Prospectus Supplement No. 1, dated June 6, 2025 Prospectus Supplement No. 2 dated June 16, 2025 Prospectus Supplement No. 3 dated June 25, 2025 Prospectus Supplement No. 4 dated July 2, 2025 Prospectus Supplement No. 5 dated July 14, 2025) CERO THERAPEUTICS
July 21, 2025	S-1	As filed with the Securities and Exchange Commission on July 21, 2025. As filed with the Securities and Exchange Commission on July 21, 2025. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 CERO THERAPEUTICS HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 2836 81-4182129 (State or other jurisdiction of incorporation or organiza
July 21, 2025	EX-4.4	Description of Securities. Exhibit 4.4 DESCRIPTION OF SECURITIES The following summary of the material terms of the securities of CERo Therapeutics Holdings, Inc. (“we,” “our,” “us,” or the “Company”) is not intended to be a complete summary of the rights and preferences of such securities. You are encouraged to read the applicable provisions of Delaware law, the Certificate of Incorporation, Bylaws, the Certificate of Desi
July 21, 2025	EX-FILING FEES	Filing Fee Table. Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) CERo Therapeutics Holdings, Inc.
July 18, 2025	8-K	Unregistered Sales of Equity Securities, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 18, 2025 CERO THERAPEUTICS HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-40877 81-4182129 (State or Other Jurisdiction of Incorporation ) (Co
July 14, 2025	EX-10.1	Common Stock Purchase Agreement, by and between CERo Therapeutics Holdings, Inc., and an institutional investor, dated as of July 11, 2025 Exhibit 10.1 COMMON STOCK PURCHASE AGREEMENT Dated as of July 11, 2025 by and among CERo THERAPEUTICS HOLDINGS, INC. and KEYSTONE CAPITAL PARTNERS, LLC Table of Contents Page ARTICLE I PURCHASE AND SALE OF COMMON STOCK 2 Section 1.1. Purchase and Sale of Stock 2 Section 1.2. Closing Date; Settlement Dates 2 Section 1.3. Initial Public Announcements and Required Filings 2 Article II PURCHASE TERMS
July 14, 2025	EX-10.2	Registration Rights Agreement, by and between CERo Therapeutics Holdings, Inc., and an institutional investor, dated as of July 11, 2025 Exhibit 10.2 REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of July 11, 2025, is by and between Keystone Capital Partners, LLC, a Delaware limited liability company (the “Investor”), and CERo Therapeutics Holdings, Inc., a Delaware corporation (the “Company”). RECITALS A. The Company and the Investor previously entered into that certain Registration R
July 14, 2025	8-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 11, 2025 CERO THERAP UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 11, 2025 CERO THERAPEUTICS HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-40877 87-1088814 (State or other jurisdiction of incorporati
July 14, 2025	424B3	CERO THERAPEUTICS HOLDINGS, INC. 2,100,000 Shares of Common Stock Filed Pursuant to Rule 424(b)(3) Registration No. 333-283492 Prospectus Supplement No. 5 (To Prospectus dated May 23, 2025, as supplemented by Prospectus Supplement No. 1, dated June 6, 2025 Prospectus Supplement No. 2 dated June 16, 2025 Prospectus Supplement No. 3 dated June 25, 2025 Prospectus Supplement No. 4 dated July 2, 2025) CERO THERAPEUTICS HOLDINGS, INC. 2,100,000 Shares of Common Stock
July 8, 2025	8-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 7, 2025 CERO THERAPE UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 7, 2025 CERO THERAPEUTICS HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-40877 81-4182129 (State or other jurisdiction of (Commission
July 2, 2025	424B3	CERO THERAPEUTICS HOLDINGS, INC. 2,100,000 Shares of Common Stock Filed Pursuant to Rule 424(b)(3) Registration No. 333-283492 Prospectus Supplement No. 4 (To Prospectus dated May 23, 2025, as supplemented by Prospectus Supplement No. 1, dated June 6, 2025 Prospectus Supplement No. 2 dated June 16, 2025 Prospectus Supplement No. 3 dated June 25, 2025) CERO THERAPEUTICS HOLDINGS, INC. 2,100,000 Shares of Common Stock This prospectus supplement no. 4 (this “Prospe
June 30, 2025	8-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 25, 2025 CERO THERAPEUTICS H UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 25, 2025 CERO THERAPEUTICS HOLDINGS, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40877 81-4182129 (State or Other Jurisdiction of Incorporation) (Com
June 30, 2025	EX-10.2	Form of Amendment to the Securities Purchase Agreement. Exhibit 10.2 CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND REPLACED WITH “[***]”. SUCH IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS (I) NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF DISCLOSED. AMENDMENT NO. 1 TO SECURITIES PURCHASE AGREEMENT THIS AMENDMENT NO. 1 TO SECURITIES PURCHASE AGREEMENT (this “Amendment”) is da
June 25, 2025	424B3	CERO THERAPEUTICS HOLDINGS, INC. 2,100,000 Shares of Common Stock Filed Pursuant to Rule 424(b)(3) Registration No. 333-283492 Prospectus Supplement No. 3 (To Prospectus dated May 23, 2025, as supplemented by Prospectus Supplement No. 1, dated June 6, 2025 Prospectus Supplement No. 2 dated June 16, 2025) CERO THERAPEUTICS HOLDINGS, INC. 2,100,000 Shares of Common Stock This prospectus supplement no. 3 (this “Prospectus Supplement”) amends and supplements the pro
June 17, 2025	8-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 17, 2025 CERO THERAP UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 17, 2025 CERO THERAPEUTICS HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-40877 81-4182129 (State or other jurisdiction of (Commission
June 17, 2025	EX-99.1	CERo Therapeutics Holdings, Inc. Announces FDA Orphan Drug Designation Granted to CER-1236 for the Treatment of Acute Myeloid Leukemia (AML) Exhibit 99.1 CERo Therapeutics Holdings, Inc. Announces FDA Orphan Drug Designation Granted to CER-1236 for the Treatment of Acute Myeloid Leukemia (AML) SOUTH SAN FRANSCISCO, Calif., June 17, 2025 (GLOBE NEWSWIRE) - CERo Therapeutics Holdings, Inc., (Nasdaq: CERO) (“CERo” or the “Company”) an innovative immunotherapy company seeking to advance the next generation of engineered T cell therapeutics
June 16, 2025	424B3	CERO THERAPEUTICS HOLDINGS, INC. 2,100,000 Shares of Common Stock Filed Pursuant to Rule 424(b)(3) Registration No. 333-283492 Prospectus Supplement No. 2 (To Prospectus dated May 23, 2025, as supplemented by Prospectus Supplement No. 1, dated June 6, 2025) CERO THERAPEUTICS HOLDINGS, INC. 2,100,000 Shares of Common Stock This prospectus supplement no. 2 (this “Prospectus Supplement”) amends and supplements the prospectus dated May 23, 2025 (as may be supplement
June 13, 2025	8-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 11, 2025 CERO THERAP UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 11, 2025 CERO THERAPEUTICS HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-40877 81-4182129 (State or other jurisdiction of (Commission
June 11, 2025	EX-99.1	CERo Therapeutics Holdings, Inc. Announces Reverse Stock Split Exhibit 99.1 CERo Therapeutics Holdings, Inc. Announces Reverse Stock Split SOUTH SAN FRANSCISCO, Calif., June 11, 2025 (GLOBE NEWSWIRE) – CERo Therapeutics Holdings, Inc., (Nasdaq: CERO) (“CERo” or the “Company”) an innovative immunotherapy company seeking to advance the next generation of engineered T cell therapeutics that employ phagocytic mechanisms, today announced that its board of director
June 11, 2025	8-K	Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 11, 2025 CERO THERAPEUTICS HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-40877 81-4182129 (State or other jurisdiction of incorporati
June 11, 2025	EX-3.1	Certificate of Amendment to the Second Amended and Restated Certificate of Incorporation of CERo Therapeutics Holdings, Inc. Exhibit 3.1 CERTIFICATE OF AMENDMENT TO SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF CERO THERAPEUTICS HOLDINGS, INC. CERO THERAPEUTICS HOLDINGS, INC., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “Corporation”), does hereby certify as follows: FIRST: The name of this corporation is CERo Therapeutics Holdings,
June 6, 2025	8-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 5, 2025 CERO THERAPEUTICS HO UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 5, 2025 CERO THERAPEUTICS HOLDINGS, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40877 81-4182129 (State or Other Jurisdiction of Incorporation) (Comm
June 6, 2025	424B3	CERO THERAPEUTICS HOLDINGS, INC. 2,100,000 Shares of Common Stock Filed Pursuant to Rule 424(b)(3) Registration No. 333-283492 Prospectus Supplement No. 1 (To Prospectus dated May 23, 2025, as supplemented by Prospectus Supplement No. 1, dated June 6, 2025) CERO THERAPEUTICS HOLDINGS, INC. 2,100,000 Shares of Common Stock This prospectus supplement no. 1 (this “Prospectus Supplement”) amends and supplements the prospectus dated May 23, 2025 (as may be supplement
June 6, 2025	EX-99.1	CERo Therapeutics, Inc. Announces Option Exercise for Additional Series D Financing Exhibit 99.1 CERo Therapeutics, Inc. Announces Option Exercise for Additional Series D Financing SOUTH SAN FRANCISCO, Calif.– June 6, 2025 - (Globe Newswire) – CERo Therapeutics Holdings, Inc. (Nasdaq: CERO) (“CERo”), an innovative immunotherapy company seeking to advance the next generation of engineered T cell therapeutics that employ phagocytic mechanisms, announces that the Company has issued
June 2, 2025	EX-10.2	Employment Agreement by and between CERo Therapeutics Holdings, Inc., and Andrew Albert Kucharchuk, dated May 30, 2025 Exhibit 10.2 OFFER LETTER May 30, 2025 Andrew Albert Kucharchuk 549 Millgate Pl Baton Rouge, LA 70808 Re: Offer of Employment Dear Andrew: CERo Therapeutics Holdings, Inc. (the “Company”) is pleased to offer you employment on the following terms: 1. Start Date. Provided that you satisfy the conditions described in this letter agreement, your first day of employment with the Company will be June 4,
June 2, 2025	8-K	Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 30, 2025 CERo Therapeutics Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40877 81-4182129 (State or other jurisdiction of incorporation or org
June 2, 2025	EX-10.1	Employment Agreement by and between CERo Therapeutics Holdings, Inc., and Chris Ehrlich, dated May 30, 2025 Exhibit 10.1 OFFER LETTER May 30, 2025 Chris Ehrlich Re: Offer of Employment Dear Chris: CERo Therapeutics Holdings, Inc. (the “Company”) is pleased to offer you employment on the following terms: 1. Start Date. Provided that you satisfy the conditions described in this letter agreement, your first day of employment with the Company will be June 4, 2025, or another date mutually agreed upon in wri
May 29, 2025	EX-10.1	Third Amendment to the CERo Therapeutics Holdings, Inc. 2024 Equity Incentive Plan EX-10.1 2 ea024383701ex10-1cero.htm THIRD AMENDMENT TO THE CERO THERAPEUTICS HOLDINGS, INC. 2024 EQUITY INCENTIVE PLAN Exhibit 10.1 THIRD AMENDMENT TO THE CERo THERAPEUTICS HOLDINGS, INC. 2024 EQUITY INCENTIVE PLAN This Amendment to the CERo Therapeutics Holdings, Inc. 2024 Equity Incentive Plan (“Amendment”) is hereby adopted by the Board of Directors (the “Board”) of CERo Therapeutics Holdings,
May 29, 2025	8-K	Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 29, 2025 CERO THERAPEUTICS HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-40877 81-4182129 (State or other jurisdiction of incorporatio
May 27, 2025	POS AM	As filed with the Securities and Exchange Commission on May 23, 2025 As filed with the Securities and Exchange Commission on May 23, 2025 Registration No.
May 15, 2025	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 ☐ TRANSITION REPORT P UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-40877 CERO THERAPEUTIC
May 8, 2025	8-K	Other Events, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 7, 2025 CERO THERAPEUTICS HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-40877 81-4182129 (State or other jurisdiction of incorporation
May 8, 2025	EX-99.1	CERo Therapeutics Holdings, Inc. Regains Compliance with Nasdaq Listing Rule 5550(b)(1) Exhibit 99.1 CERo Therapeutics Holdings, Inc. Regains Compliance with Nasdaq Listing Rule 5550(b)(1) SOUTH SAN FRANCISCO, Calif., May 08, 2025 (GLOBE NEWSWIRE) - CERo Therapeutics Holdings, Inc., (Nasdaq: CERO) (“CERo” or the “Company”) an innovative immunotherapy company seeking to advance the next generation of engineered T cell therapeutics that employ phagocytic mechanisms, announces it has re
May 7, 2025	DEF 14A	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ––––––––––––––––––––––––––––––––––––– SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for the use of the Commission only (as p
May 2, 2025	PRER14A	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 1) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ––––––––––––––––––––––––––––––––––––– SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 1) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for the use of the Com
May 2, 2025	CORRESP	Goodwin Procter LLP Goodwin Procter LLP The New York Times Building 620 Eighth Avenue New York, NY 10018 goodwinlaw.
April 28, 2025	10-K/A	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A (Amendment No. 1) (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 ☐ TRAN UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A (Amendment No. 1) (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-4
April 25, 2025	8-K	Regulation FD Disclosure, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 22, 2025 CERO THERAPEUTICS HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-40877 81-4182129 (State or other jurisdiction of incorporat
April 25, 2025	PRE 14A	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ––––––––––––––––––––––––––––––––––––– SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for the use of the Commission only (as p
April 25, 2025	EX-3.1	Certificate of Designation of Preferences, Rights and Limitations of the Series D Convertible Preferred Stock, dated April 22, 2025 (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K (File No. 001-40877) filed on April 25, 2025). Exhibit 3.1 CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND REPLACED WITH “[***]”. SUCH IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS (I) NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF DISCLOSED. CERTIFICATE OF DESIGNATIONS OF RIGHTS AND PREFERENCES OF SERIES D CONVERTIBLE PREFERRED STOCK OF CERO THERAPEUTICS HOLDINGS, INC
April 25, 2025	EX-99.1	INVESTOR PRESENTATION April 2025 NASDAQ: CERO This presentation (this “Presentation”) is provided for informational purposes only and for no other purpose and has been prepared to assist interested parties in making their own evaluation with respect Exhibit 99.1 INVESTOR PRESENTATION April 2025 NASDAQ: CERO This presentation (this “Presentation”) is provided for informational purposes only and for no other purpose and has been prepared to assist interested parties in making their own evaluation with respect to a potential investment in CERo Therapeutics Holdings, Inc . (“CERo”) . The information contained herein is preliminary in nature and i
April 22, 2025	EX-99.1	CERo Therapeutics, Inc. Announces Up to $8 Million Series D Financing Exhibit 99.1 CERo Therapeutics, Inc. Announces Up to $8 Million Series D Financing SOUTH SAN FRANCISCO, Calif.– April 22, 2025 - (Globe Newswire) – CERo Therapeutics Holdings, Inc. (Nasdaq: CERO) (“CERo”), an innovative immunotherapy company seeking to advance the next generation of engineered T cell therapeutics that employ phagocytic mechanisms, announces that it has entered into a securities pu
April 22, 2025	EX-10.1	Securities Purchase Agreement, dated of April 21, 2025, by and among CERo Therapeutics Holdings, Inc., and the investors signatory thereto (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K (File No. 001-40877) filed on April 22, 2025). Exhibit 10.1 CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND REPLACED WITH “[***]”. SUCH IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS (I) NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF DISCLOSED. SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of April 21, 2025, is by and among
April 22, 2025	EX-10.3	Form of Consent Agreement (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K filed by CERo Therapeutics Holdings, Inc. with the Securities and Exchange Commission on April 22, 2025). Exhibit 10.3 CONSENT AGREEMENT This CONSENT AGREEMENT (this “Agreement”) is granted as of April [], 2025, by and between CERo Therapeutics Holdings, Inc., a Delaware corporation (the “Company”), and the investor signatory hereto (the “Holder”). A. Reference is hereby made to (i) that certain Amended and Restated Securities Purchase Agreement dated as of February 14, 2024, by and between the Compan
April 22, 2025	8-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 21, 2025 CERO THERA UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 21, 2025 CERO THERAPEUTICS HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-40877 87-1088814 (State or other jurisdiction of incorporat
April 22, 2025	EX-3.1	Form of Certificate of Designation of Preferences, Rights and Limitations of the Series D Convertible Preferred Stock. Exhibit 3.1 CERTIFICATE OF DESIGNATIONS OF RIGHTS AND PREFERENCES OF SERIES D CONVERTIBLE PREFERRED STOCK OF CERO THERAPEUTICS HOLDINGS, INC. I, Chris Ehrlich, hereby certify that I am the Chief Executive Officer and Chairman of CERo Therapeutics Holdings, Inc. (the “Company”), a corporation organized and existing under the Delaware General Corporation Law (the “DGCL”), and further do hereby certi
April 22, 2025	EX-10.2	Form of Registration Rights Agreement by and between CERo Therapeutics Holdings, Inc. and the investors signatory thereto (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed by CERo Therapeutics Holdings, Inc. with the Securities and Exchange Commission on April 22, 2025). Exhibit 10.2 REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 2025, is by and among CERo Therapeutics Holdings, Inc., a Delaware corporation with offices located at 201 Haskins Way, Suite 230, South San Francisco, CA 94080 (the “Company”), and the undersigned buyers (each, a “Buyer,” and collectively, the “Buyers”). RECITALS A. In connection wit
April 15, 2025	EX-4.5	Description of Securities (incorporated by reference to Exhibit 4.5 to the Annual Report on Form 10-K filed by CERo Therapeutics Holdings, Inc. with the Securities and Exchange Commission on April 15, 2025). Exhibit 4.5 DESCRIPTION OF SECURITIES The following summary of the material terms of the securities of CERo Therapeutics Holdings, Inc. (“we,” “our” “us” or “the Company”) is not intended to be a complete summary of the rights and preferences of such securities. You are encouraged to read the applicable provisions of Delaware law, our second amended and restated certificate of incorporation (the “
April 15, 2025	10-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 ☐ TRANSITION REPORT PURSUA UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40877 CERO THERAPEUT
April 1, 2025	NT 10-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: December 31, 2024 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q For the transition pe
February 13, 2025	424B3	CERO THERAPEUTICS HOLDINGS, INC. 44,523,704 Shares of Common Stock Filed Pursuant to Rule 424(b)(3) Registration No. 333-279156 Prospectus Supplement No. 14 (to the Prospectus dated July 5, 2024, as supplemented by Prospectus Supplement No. 1, dated August 2, 2024 Prospectus Supplement No. 2, dated September 26, 2024 Prospectus Supplement No. 3, dated October 4, 2024 Prospectus Supplement No. 4, dated October 11, 2024 Prospectus Supplement No. 5, dated October 21
February 13, 2025	424B3	CERO THERAPEUTICS HOLDINGS, INC. 210,000,000 Shares of Common Stock Filed Pursuant to Rule 424(b)(3) Registration No. 333-283492 Prospectus Supplement No. 5 (To Prospectus dated November 27, 2024, as supplemented by Prospectus Supplement No. 1, dated January 2, 2025 Prospectus Supplement No. 2, dated January 7, 2025 Prospectus Supplement No. 3, dated January 14, 2025 and Prospectus Supplement No. 4, dated January 22, 2025) CERO THERAPEUTICS HOLDINGS, INC. 210,000,
February 13, 2025	424B3	CERO THERAPEUTICS HOLDINGS, INC. 638,563,750 Shares of Common Stock Filed Pursuant to Rule 424(b)(3) Registration No. 333-282755 Prospectus Supplement No. 4 (To Prospectus dated December 5, 2024, as supplemented by Prospectus Supplement No. 1, dated January 7, 2025 Prospectus Supplement No. 2, dated January 14, 2025 and Prospectus Supplement No. 3, dated January 22, 2025) CERO THERAPEUTICS HOLDINGS, INC. 638,563,750 Shares of Common Stock This prospectus supplemen
February 13, 2025	424B3	CERO THERAPEUTICS HOLDINGS, INC. 26,619,050 Shares of Common Stock Filed Pursuant to Rule 424(b)(3) Registration No. 333-278603 Prospectus Supplement No. 14 (To Prospectus dated May 1, 2024, as supplemented by Prospectus Supplement No. 1, dated August 2, 2024 Prospectus Supplement No. 2, dated September 26, 2024 Prospectus Supplement No. 3, dated October 4, 2024 Prospectus Supplement No. 4, dated October 11, 2024 Prospectus Supplement No. 5, dated October 21, 202
February 12, 2025	8-K	Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 12, 2025 CERO THERAPEUTICS HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-40877 87-1088814 (State or other jurisdiction of incorpo
February 7, 2025	424B3	CERO THERAPEUTICS HOLDINGS, INC. 300,000 Shares of Common Stock 2,251,020 Pre-Funded Warrants to Purchase 2,251,020 Shares of Common Stock 2,551,020 Common Warrants to Purchase 2,551,020 Shares of Common Stock 4,802,040 Shares of Common Stock Issuabl FILED PURSUANT TO RULE 424(b)(3) Registration No. 333-284007 PROSPECTUS CERO THERAPEUTICS HOLDINGS, INC. 300,000 Shares of Common Stock 2,251,020 Pre-Funded Warrants to Purchase 2,251,020 Shares of Common Stock 2,551,020 Common Warrants to Purchase 2,551,020 Shares of Common Stock 4,802,040 Shares of Common Stock Issuable Upon Exercise of Pre-Funded Warrants and Common Warrants We are offering 300
February 6, 2025	8-K	Entry into a Material Definitive Agreement, Other Events, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 5, 2025 CERO THERAPEUTICS HOLDINGS, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40877 87-1088814 (State or Other Jurisdiction of Incorporation) (
February 6, 2025	EX-1.1	Placement Agency Agreement, dated February 5, 2025, by and between CERo Therapeutics Holdings, Inc., and A.G.P./Alliance Global Partners (incorporated by reference to Exhibit 1.1 to the Current Report on Form 8-K filed by CERo Therapeutics Holdings, Inc. with the Securities and Exchange Commission on February 6, 2025). Exhibit 1.1 PLACEMENT AGENCY AGREEMENT February 5, 2025 A.G.P. / Alliance Global Partners 590 Madison Ave., 28th Floor New York, NY 10022 Ladies and Gentlemen: Subject to the terms and conditions herein (this “Agreement”), CERo Therapeutics Holdings, Inc., a Delaware corporation (the “Company”), hereby agrees to sell up to an aggregate of $5,000,000 units (the “Units”) of the Company, each Unit co
February 6, 2025	EX-10.1	Form of Securities Purchase Agreement by and between the Company and the investors named therein. Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of February 5, 2025, between CERo Therapeutics Holdings, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). WHEREAS, subject to the terms and
February 6, 2025	EX-99.1	CERo Therapeutics Announces $5 Million Public Offering Priced At-The-Market Under Nasdaq Rules Exhibit 99.1 CERo Therapeutics Announces $5 Million Public Offering Priced At-The-Market Under Nasdaq Rules SOUTH SAN FRANSCISCO, Calif., February 5, 2025 (GLOBE NEWSWIRE) - CERo Therapeutics Holdings, Inc., (Nasdaq: CERO) (“CERo” or the “Company”) an innovative immunotherapy company seeking to advance the next generation of engineered T cell therapeutics that employ phagocytic mechanisms, today a
February 6, 2025	EX-4.1	Form of Common Warrant Exhibit 4.1 COMMON STOCK PURCHASE WARRANT CERo Therapeutics Holdings, Inc. Warrant Shares: [●] Initial Exercise Date: [●], 2025 THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the Stockholder Ap
February 5, 2025	CORRESP	CERo Therapeutics Holdings, Inc. 201 Haskins Way, Suite 230 South San Francisco, CA 94080 CERo Therapeutics Holdings, Inc. 201 Haskins Way, Suite 230 South San Francisco, CA 94080 February 5, 2025 VIA EDGAR Division of Corporation Finance Office of Life Sciences U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: CERo Therapeutics Holdings, Inc. Acceleration Request for Registration Statement on Form S-1 File No. 333-284007 Requested Date: February 5,
February 5, 2025	EX-10.24	Form of Securities Purchase Agreement. Exhibit 10.24 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of , 2025, between CERo Therapeutics Holdings, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). WHEREAS, subject to the terms and conditio
February 5, 2025	EX-10.25	Form of Placement Agency Agreement. Exhibit 10.25 PLACEMENT AGENCY AGREEMENT , 2025 A.G.P. / Alliance Global Partners 590 Madison Ave., 28th Floor New York, NY 10022 Ladies and Gentlemen: Subject to the terms and conditions herein (this “Agreement”), CERo Therapeutics Holdings, Inc., a Delaware corporation (the “Company”), hereby agrees to sell up to an aggregate of $ units (the “Units”) of the Company, each Unit consisting of eithe
February 5, 2025	S-1/A	As filed with the Securities and Exchange Commission on February 4, 2025 As filed with the Securities and Exchange Commission on February 4, 2025 Registration No.
February 5, 2025	EX-FILING FEES	Filing Fee Table. Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) CERo Therapeutics Holdings, Inc.
February 5, 2025	EX-4.7	Form of Common Warrant. Exhibit 4.7 COMMON STOCK PURCHASE WARRANT CERo Therapeutics Holdings, Inc. Warrant Shares: [●] Initial Exercise Date: [●], 2025 THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the Stockholder Ap
February 3, 2025	CORRESP	CERo Therapeutics Holdings, Inc. 201 Haskins Way, Suite 230 South San Francisco, CA 94080 CERo Therapeutics Holdings, Inc. 201 Haskins Way, Suite 230 South San Francisco, CA 94080 VIA EDGAR February 3, 2025 United States Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, N.E. Washington, D.C. 20549 Attention: Joshua Gorsky Re: CERo Therapeutics Holdings, Inc. Acceleration Request for Registration Statement on Form S-1 File No. 333-2
January 31, 2025	CORRESP	CERo Therapeutics Holdings, Inc. 201 Haskins Way, Suite 230 South San Francisco, CA 94080 CERo Therapeutics Holdings, Inc. 201 Haskins Way, Suite 230 South San Francisco, CA 94080 January 31, 2025 VIA EDGAR Division of Corporation Finance Office of Life Sciences U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: CERo Therapeutics Holdings, Inc. Acceleration Request for Registration Statement on Form S-1 File No. 333-284007 Requested Date: February 3,
January 28, 2025	CORRESP	CERo Therapeutics Holdings, Inc. 201 Haskins Way, Suite 230 South San Francisco, CA 94080 CERo Therapeutics Holdings, Inc. 201 Haskins Way, Suite 230 South San Francisco, CA 94080 VIA EDGAR January 28, 2025 United States Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, N.E. Washington, D.C. 20549 Attention: Joshua Gorsky Re: CERo Therapeutics Holdings, Inc. Acceleration Request for Registration Statement on Form S-1 File No. 333-2
January 27, 2025	CORRESP	CERo Therapeutics Holdings, Inc. 201 Haskins Way, Suite 230 South San Francisco, CA 94080 CERo Therapeutics Holdings, Inc. 201 Haskins Way, Suite 230 South San Francisco, CA 94080 January 27, 2025 VIA EDGAR Division of Corporation Finance Office of Life Sciences U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: CERo Therapeutics Holdings, Inc. Acceleration Request for Registration Statement on Form S-1 File No. 333-284007 Requested Date: January 28,
January 23, 2025	424B3	CERO THERAPEUTICS HOLDINGS, INC. 638,563,750 Shares of Common Stock Filed Pursuant to Rule 424(b)(3) Registration No. 333-282755 Prospectus Supplement No. 3 (To Prospectus dated December 5, 2024 Prospectus Supplement No. 1, dated January 7, 2025 and Prospectus Supplement No. 2, dated January 14, 2025) CERO THERAPEUTICS HOLDINGS, INC. 638,563,750 Shares of Common Stock This prospectus supplement no. 3 (this “Prospectus Supplement”) amends and supplements the prospe
January 23, 2025	424B3	CERO THERAPEUTICS HOLDINGS, INC. 26,619,050 Shares of Common Stock Filed Pursuant to Rule 424(b)(3) Registration No. 333-278603 Prospectus Supplement No. 13 (To Prospectus dated May 1, 2024, as supplemented by Prospectus Supplement No. 1, dated August 2, 2024 Prospectus Supplement No. 2, dated September 26, 2024 Prospectus Supplement No. 3, dated October 4, 2024 Prospectus Supplement No. 4, dated October 11, 2024 Prospectus Supplement No. 5, dated October 21, 202
January 23, 2025	424B3	CERO THERAPEUTICS HOLDINGS, INC. 210,000,000 Shares of Common Stock Filed Pursuant to Rule 424(b)(3) Registration No. 333-283492 Prospectus Supplement No. 4 (To Prospectus dated November 27, 2024, as supplemented by Prospectus Supplement No. 1, dated January 2, 2025 Prospectus Supplement No. 2, dated January 7, 2025 and Prospectus Supplement No. 3, dated January 14, 2025) CERO THERAPEUTICS HOLDINGS, INC. 210,000,000 Shares of Common Stock This prospectus supplemen
January 23, 2025	424B3	CERO THERAPEUTICS HOLDINGS, INC. 44,523,704 Shares of Common Stock Filed Pursuant to Rule 424(b)(3) Registration No. 333-279156 Prospectus Supplement No. 13 (to the Prospectus dated July 5, 2024, as supplemented by Prospectus Supplement No. 1, dated August 2, 2024 Prospectus Supplement No. 2, dated September 26, 2024 Prospectus Supplement No. 3, dated October 4, 2024 Prospectus Supplement No. 4, dated October 11, 2024 Prospectus Supplement No. 5, dated October 21
January 21, 2025	EX-10.24	Form of Securities Purchase Agreement. Exhibit 10.24 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of , 2025, between CERo Therapeutics Holdings, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). WHEREAS, subject to the terms and conditio
January 21, 2025	EX-4.8	Form of Pre-Funded Warrant (incorporated by reference to Exhibit 4.8 to the Registration Statement on Form S-1/A filed by CERo Therapeutics Holdings, Inc. with the Securities and Exchange Commission on January 21, 2025). Exhibit 4.8 PREFUNDED COMMON STOCK PURCHASE WARRANT CERO THERAPEUTICS HOLDINGS, INC. Warrant Shares: [●] Initial Exercise Date: [●], 2025 THIS PREFUNDED COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or afte
January 21, 2025	EX-10.25	Form of Placement Agency Agreement. Exhibit 10.25 PLACEMENT AGENCY AGREEMENT , 2025 JonesTrading Institutional Services LLC 900 Island Park Drive, Suite 200 Daniel Island, SC 29492 Ladies and Gentlemen: Subject to the terms and conditions herein (this “Agreement”), CERo Therapeutics Holdings, Inc., a Delaware corporation (the “Company”), hereby agrees to sell up to an aggregate of $ units (the “Units”) of the Company, each Unit cons
January 21, 2025	8-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 17, 2025 CERO THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 17, 2025 CERO THERAPEUTICS HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-40877 87-1088814 (State or other jurisdiction of incorpor
January 21, 2025	EX-FILING FEES	Filing Fee Table. Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) CERo Therapeutics Holdings, Inc.
January 21, 2025	S-1/A	As filed with the Securities and Exchange Commission on January 21, 2025 As filed with the Securities and Exchange Commission on January 21, 2025 Registration No.
January 21, 2025	EX-4.7	Form of Common Warrant. Exhibit 4.7 COMMON STOCK PURCHASE WARRANT CERo Therapeutics Holdings, Inc. Warrant Shares: [●] Initial Exercise Date: [●], 2025 THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (t
January 14, 2025	424B3	CERO THERAPEUTICS HOLDINGS, INC. 44,523,704 Shares of Common Stock Filed Pursuant to Rule 424(b)(3) Registration No. 333-279156 Prospectus Supplement No. 12 (to the Prospectus dated July 5, 2024, as supplemented by Prospectus Supplement No. 1, dated August 2, 2024 Prospectus Supplement No. 2, dated September 26, 2024 Prospectus Supplement No. 3, dated October 4, 2024 Prospectus Supplement No. 4, dated October 11, 2024 Prospectus Supplement No. 5, dated October 21
January 14, 2025	424B3	CERO THERAPEUTICS HOLDINGS, INC. 638,563,750 Shares of Common Stock Filed Pursuant to Rule 424(b)(3) Registration No. 333-282755 Prospectus Supplement No. 2 (To Prospectus dated December 5, 2024 Prospectus Supplement No. 1, dated January 7, 2025) CERO THERAPEUTICS HOLDINGS, INC. 638,563,750 Shares of Common Stock This prospectus supplement no. 2 (this “Prospectus Supplement”) amends and supplements the prospectus dated December 5, 2024 (as may be supplemented or a
January 14, 2025	424B3	CERO THERAPEUTICS HOLDINGS, INC. 26,619,050 Shares of Common Stock Filed Pursuant to Rule 424(b)(3) Registration No. 333-278603 Prospectus Supplement No. 12 (To Prospectus dated May 1, 2024, as supplemented by Prospectus Supplement No. 1, dated August 2, 2024 Prospectus Supplement No. 2, dated September 26, 2024 Prospectus Supplement No. 3, dated October 4, 2024 Prospectus Supplement No. 4, dated October 11, 2024 Prospectus Supplement No. 5, dated October 21, 202
January 14, 2025	424B3	CERO THERAPEUTICS HOLDINGS, INC. 210,000,000 Shares of Common Stock Filed Pursuant to Rule 424(b)(3) Registration No. 333-283492 Prospectus Supplement No. 3 (To Prospectus dated November 27, 2024, as supplemented by Prospectus Supplement No. 1, dated January 2, 2025 and Prospectus Supplement No. 2, dated January 7, 2025) CERO THERAPEUTICS HOLDINGS, INC. 210,000,000 Shares of Common Stock This prospectus supplement no. 3 (this “Prospectus Supplement”) amends and su
January 10, 2025	8-K	Unregistered Sales of Equity Securities UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 6, 2025 CERO THERAPEUTICS HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-40877 87-1088814 (State or other jurisdiction of incorpora
January 7, 2025	424B3	CERO THERAPEUTICS HOLDINGS, INC. 44,523,704 Shares of Common Stock Filed Pursuant to Rule 424(b)(3) Registration No. 333-279156 Prospectus Supplement No. 11 (to the Prospectus dated July 5, 2024, as supplemented by Prospectus Supplement No. 1, dated August 2, 2024 Prospectus Supplement No. 2, dated September 26, 2024 Prospectus Supplement No. 3, dated October 4, 2024 Prospectus Supplement No. 4, dated October 11, 2024 Prospectus Supplement No. 5, dated October 21
January 7, 2025	424B3	CERO THERAPEUTICS HOLDINGS, INC. 638,563,750 Shares of Common Stock Filed Pursuant to Rule 424(b)(3) Registration No. 333-282755 Prospectus Supplement No. 1 (To Prospectus dated December 5, 2024) CERO THERAPEUTICS HOLDINGS, INC. 638,563,750 Shares of Common Stock This prospectus supplement no. 1 (this “Prospectus Supplement”) amends and supplements the prospectus dated December 5, 2024 (as may be supplemented or amended from time to time, the “Prospectus”) which f
January 7, 2025	8-K	Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 7, 2025 CERO THERAPEUTICS HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-40877 87-1088814 (State or other jurisdiction of incorpora
January 7, 2025	424B3	CERO THERAPEUTICS HOLDINGS, INC. 210,000,000 Shares of Common Stock Filed Pursuant to Rule 424(b)(3) Registration No. 333-283492 Prospectus Supplement No. 2 (To Prospectus dated November 27, 2024, as supplemented by Prospectus Supplement No. 1, dated January 2, 2025) CERO THERAPEUTICS HOLDINGS, INC. 210,000,000 Shares of Common Stock This prospectus supplement no. 2 (this “Prospectus Supplement”) amends and supplements the prospectus dated November 27, 2024 (as ma
January 7, 2025	424B3	CERO THERAPEUTICS HOLDINGS, INC. 26,619,050 Shares of Common Stock Filed Pursuant to Rule 424(b)(3) Registration No. 333-278603 Prospectus Supplement No. 11 (To Prospectus dated May 1, 2024, as supplemented by Prospectus Supplement No. 1, dated August 2, 2024 Prospectus Supplement No. 2, dated September 26, 2024 Prospectus Supplement No. 3, dated October 4, 2024 Prospectus Supplement No. 4, dated October 11, 2024 Prospectus Supplement No. 5, dated October 21, 202
January 6, 2025	EX-99.1	CERo Therapeutics Holdings, Inc. Announces Reverse Stock Split Exhibit 99.1 CERo Therapeutics Holdings, Inc. Announces Reverse Stock Split SOUTH SAN FRANSCISCO, Calif., Jan. 06, 2025 (GLOBE NEWSWIRE) – CERo Therapeutics Holdings, Inc., (Nasdaq: CERO) (“CERo” or the “Company”) an innovative immunotherapy company seeking to advance the next generation of engineered T cell therapeutics that employ phagocytic mechanisms, today announced that its board of director
January 6, 2025	8-K	Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 6, 2025 CERO THERAPEUTICS HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-40877 87-1088814 (State or other jurisdiction of incorpora
January 6, 2025	EX-3.1	Certificate of Amendment to the Second Amended and Restated Certificate of Incorporation of CERo Therapeutics Holdings, Inc. Exhibit 3.1 CERTIFICATE OF AMENDMENT TO SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF CERO THERAPEUTICS HOLDINGS, INC. CERO THERAPEUTICS HOLDINGS, INC., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “Corporation”), does hereby certify as follows: FIRST: The name of this corporation is CERo Therapeutics Holdings,
January 3, 2025	424B3	CERO THERAPEUTICS HOLDINGS, INC. 26,619,050 Shares of Common Stock Filed Pursuant to Rule 424(b)(3) Registration No. 333-278603 Prospectus Supplement No. 10 (To Prospectus dated May 1, 2024, as supplemented by Prospectus Supplement No. 1, dated August 2, 2024 Prospectus Supplement No. 2, dated September 26, 2024 Prospectus Supplement No. 3, dated October 4, 2024 Prospectus Supplement No. 4, dated October 11, 2024 Prospectus Supplement No. 5, dated October 21, 202
January 3, 2025	424B3	CERO THERAPEUTICS HOLDINGS, INC. 210,000,000 Shares of Common Stock Filed Pursuant to Rule 424(b)(3) Registration No. 333-283492 Prospectus Supplement No. 1 (To Prospectus dated November 27, 2024) CERO THERAPEUTICS HOLDINGS, INC. 210,000,000 Shares of Common Stock This prospectus supplement no. 1 (this “Prospectus Supplement”) amends and supplements the prospectus dated November 27, 2024 (as may be supplemented or amended from time to time, the “Prospectus”) which
January 3, 2025	424B3	CERO THERAPEUTICS HOLDINGS, INC. 44,523,704 Shares of Common Stock Filed Pursuant to Rule 424(b)(3) Registration No. 333-279156 Prospectus Supplement No. 10 (to the Prospectus dated July 5, 2024, as supplemented by Prospectus Supplement No. 1, dated August 2, 2024 Prospectus Supplement No. 2, dated September 26, 2024 Prospectus Supplement No. 3, dated October 4, 2024 Prospectus Supplement No. 4, dated October 11, 2024 Prospectus Supplement No. 5, dated October 21
December 31, 2024	8-K	Unregistered Sales of Equity Securities, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 23, 2024 CERO THERAPEUTICS HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-40877 87-1088814 (State or other jurisdiction of incorpo
December 23, 2024	S-1	As filed with the Securities and Exchange Commission on December 20, 2024 As filed with the Securities and Exchange Commission on December 20, 2024 Registration No.
December 23, 2024	EX-FILING FEES	Filing Fee Table. Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) CERo Therapeutics Holdings, Inc.
December 17, 2024	EX-99.1	JOINT FILING AGREEMENT EXHIBIT 99.1 JOINT FILING AGREEMENT This Joint Filing Agreement, dated as of December 17, 2024, is by and among YK Bioventures Opportunities Fund I, L.P. (F/K/A YK Bioventures, LLC), YK Bioventures Opportunities GP I, LLC, Gary Yeung and Mitchell Kossar (the foregoing are collectively referred to herein as the “Filers”). Each of the Filers may be required to file with the United States Securities
December 13, 2024	SC 13G	MCMJ / Merida Merger Corp I / Corey Lawrence - SC 13G Passive Investment SC 13G 1 d815629dsc13g.htm SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* CERo Therapeutics Holdings, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 58953M106 (CUSIP Number) December 10, 2024 (Date of Event Which Requires Filing of this Statement) Check the appropriate bo
December 9, 2024	EX-99.4	First Amendment to the CERo Therapeutics Holdings, Inc. 2024 Equity Incentive Plan (incorporated by reference to Exhibit 99.4 to the Registration Statement on Form S-8 filed by CERo Therapeutics Holdings, Inc. with the Securities Exchange Commission on December 9, 2024). Exhibit 99.4 FIRST AMENDMENT TO THE CERo THERAPEUTICS HOLDINGS, INC. 2024 EQUITY INCENTIVE PLAN This Amendment to the CERo Therapeutics Holdings, Inc. 2024 Equity Incentive Plan (“Amendment”) is hereby adopted by the Board of Directors (the “Board”) of CERo Therapeutics Holdings, Inc., a Delaware corporation (the “Company”). All capitalized terms not defined in this Amendment shall be defined as s
December 9, 2024	EX-FILING FEES	Filing Fee Table. (Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) CERo Therapeutics Holdings, Inc.
December 9, 2024	S-8	As filed with the Securities and Exchange Commission on December 9, 2024 As filed with the Securities and Exchange Commission on December 9, 2024 Registration No.
December 9, 2024	EX-99.5	Second Amendment to the CERo Therapeutics Holdings, Inc. 2024 Equity Incentive Plan (incorporated by reference to Exhibit 99.5 to the Registration Statement on Form S-8 filed by CERo Therapeutics Holdings, Inc. with the Securities Exchange Commission on December 9, 2024). Exhibit 99.5 SECOND AMENDMENT TO THE CERo THERAPEUTICS HOLDINGS, INC. 2024 EQUITY INCENTIVE PLAN This Amendment to the CERo Therapeutics Holdings, Inc. 2024 Equity Incentive Plan (“Amendment”) is hereby adopted by the Board of Directors (the “Board”) of CERo Therapeutics Holdings, Inc., a Delaware corporation (the “Company”). All capitalized terms not defined in this Amendment shall be defined as
December 6, 2024	EX-99.1	CERo Therapeutics, Inc. Appoints Chris Ehrlich CEO Exhibit 99.1 CERo Therapeutics, Inc. Appoints Chris Ehrlich CEO SOUTH SAN FRANCISCO, Calif.– December 6, 2024 - (Globe Newswire) – CERo Therapeutics Holdings, Inc. (Nasdaq: CERO) (“CERo”), an innovative immunotherapy company seeking to advance the next generation of engineered T cell therapeutics augmented with phagocytic mechanisms derived from the innate arm of the immune system, announces its B
December 6, 2024	8-K	Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 2, 2024 CERO THERAPEUTICS HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-40877 87-1088814 (State or other jurisdiction of incorpor
December 5, 2024	424B3	CERO THERAPEUTICS HOLDINGS, INC. Up to 638,563,750 Shares of Common Stock FILED PURSUANT TO RULE 424(b)(3) Registration No. 333-282755 PROSPECTUS CERO THERAPEUTICS HOLDINGS, INC. Up to 638,563,750 Shares of Common Stock This prospectus relates to the resale from time to time by the selling securityholders named in this prospectus (collectively, the “Selling Securityholders”) or their permitted transferees (after the expiration of any applicable lock-up period, assuming
December 5, 2024	424B3	CERO THERAPEUTICS HOLDINGS, INC. Up to 210,000,000 Shares of Common Stock FILED PURSUANT TO RULE 424(b)(3) Registration No. 333-283492 PROSPECTUS CERO THERAPEUTICS HOLDINGS, INC. Up to 210,000,000 Shares of Common Stock This prospectus relates to the potential offer and sale from time to time by Keystone Capital Partners, LLC (“Keystone”) of up to 210,000,000 shares of common stock, par value $0.0001 per share (the “Common Stock”), that have been or may be issued by us
December 4, 2024	CORRESP	CERo Therapeutics Holdings, Inc. 201 Haskins Way, Suite 230 South San Francisco, CA 94080 CERo Therapeutics Holdings, Inc. 201 Haskins Way, Suite 230 South San Francisco, CA 94080 December 4, 2024 VIA EDGAR Division of Corporation Finance Office of Life Sciences U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: CERo Therapeutics Holdings, Inc. Acceleration Request for Registration Statement on Form S-1 File No. 333-282755 Requested Date: December 5,
December 4, 2024	CORRESP	CERo Therapeutics Holdings, Inc. 201 Haskins Way, Suite 230 South San Francisco, CA 94080 CERo Therapeutics Holdings, Inc. 201 Haskins Way, Suite 230 South San Francisco, CA 94080 December 4, 2024 VIA EDGAR Division of Corporation Finance Office of Life Sciences U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: CERo Therapeutics Holdings, Inc. Acceleration Request for Registration Statement on Form S-1 File No. 333-283492 Requested Date: December 5,
November 27, 2024	EX-FILING FEES	Filing Fee Table. Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) CERo Therapeutics Holdings, Inc.
November 27, 2024	S-1	As filed with the Securities and Exchange Commission on November 26, 2024 As filed with the Securities and Exchange Commission on November 26, 2024 Registration No.
November 25, 2024	S-1/A	As filed with the Securities and Exchange Commission on November 22, 2024 As filed with the Securities and Exchange Commission on November 22, 2024 Registration No.
November 25, 2024	CORRESP	2 Goodwin Procter LLP The New York Times Building 620 Eighth Avenue New York, NY 10018 goodwinlaw.
November 25, 2024	EX-FILING FEES	Filing Fee Table. Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) CERo Therapeutics Holdings, Inc.
November 20, 2024	10-Q/A	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A Amendment No. 1 (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A Amendment No. 1 (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-
November 20, 2024	424B3	CERO THERAPEUTICS HOLDINGS, INC. 44,523,704 Shares of Common Stock Filed Pursuant to Rule 424(b)(3) Registration No. 333-279156 Prospectus Supplement No. 9 (to the Prospectus dated July 5, 2024, as supplemented by Prospectus Supplement No. 1, dated August 2, 2024 Prospectus Supplement No. 2, dated September 26, 2024 Prospectus Supplement No. 3, dated October 4, 2024 Prospectus Supplement No. 4, dated October 11, 2024 Prospectus Supplement No. 5, dated October 21,
November 20, 2024	SC 13G/A	CERO / CERo Therapeutics Holdings, Inc. / SLOAN STUART M - SC 13G/A Passive Investment SC 13G/A 1 g084531sc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934* (Amendment No. 1) CERO THERAPEUTICS HOLDINGS, INC. (Name of Issuer) Common Stock, $0.0001 par value per share (Title of Class of Securities) 71902K105 (CUSIP Number) September 24, 2024 (Date of Event Which Requires Filing of this St
November 20, 2024	424B3	CERO THERAPEUTICS HOLDINGS, INC. 26,619,050 Shares of Common Stock Filed Pursuant to Rule 424(b)(3) Registration No. 333-278603 Prospectus Supplement No. 9 (To Prospectus dated May 1, 2024, as supplemented by Prospectus Supplement No. 1, dated August 2, 2024 Prospectus Supplement No. 2, dated September 26, 2024 Prospectus Supplement No. 3, dated October 4, 2024 Prospectus Supplement No. 4, dated October 11, 2024 Prospectus Supplement No. 5, dated October 21, 2024
November 20, 2024	SC 13G	CERO / CERo Therapeutics Holdings, Inc. / SLOAN STUART M - SC 13G Passive Investment SC 13G 1 g084530sc13g.htm SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934* (Amendment No.) CERO THERAPEUTICS HOLDINGS, INC. (Name of Issuer) Common Stock, $0.0001 par value per share (Title of Class of Securities) 71902K105 (CUSIP Number) February 14, 2024 (Date of Event Which Requires Filing of this Statement) C
November 19, 2024	424B3	CERO THERAPEUTICS HOLDINGS, INC. 26,619,050 Shares of Common Stock Filed Pursuant to Rule 424(b)(3) Registration No. 333-278603 Prospectus Supplement No. 8 (To Prospectus dated May 1, 2024, as supplemented by Prospectus Supplement No. 1, dated August 2, 2024 Prospectus Supplement No. 2, dated September 26, 2024 Prospectus Supplement No. 3, dated October 4, 2024 Prospectus Supplement No. 4, dated October 11, 2024 Prospectus Supplement No. 5, dated October 21, 2024
November 19, 2024	424B3	CERO THERAPEUTICS HOLDINGS, INC. 44,523,704 Shares of Common Stock Filed Pursuant to Rule 424(b)(3) Registration No. 333-279156 Prospectus Supplement No. 8 (to the Prospectus dated July 5, 2024, as supplemented by Prospectus Supplement No. 1, dated August 2, 2024 Prospectus Supplement No. 2, dated September 26, 2024 Prospectus Supplement No. 3, dated October 4, 2024 Prospectus Supplement No. 4, dated October 11, 2024 Prospectus Supplement No. 5, dated October 21,
November 19, 2024	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 ☐ TRANSITION REPO UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-40877 CERO THERAPE
November 18, 2024	EX-99.1	CERo Therapeutics, Inc. Receives FDA Clearance of Investigational New Drug Application to Initiate Phase 1 Clinical Trial of Its Lead Compound CER-1236 in Acute Myelogenous Leukemia Exhibit 99.1 CERo Therapeutics, Inc. Receives FDA Clearance of Investigational New Drug Application to Initiate Phase 1 Clinical Trial of Its Lead Compound CER-1236 in Acute Myelogenous Leukemia SOUTH SAN FRANCISCO, Calif, Nov. 15, 2024 (GLOBE NEWSWIRE) - CERo Therapeutics Holdings, Inc. (Nasdaq: CERO) (“CERo”), an innovative immunotherapy company seeking to advance the next generation of engineer
November 18, 2024	8-K	Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 15, 2024 CERO THERAPEUTICS HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-40877 87-1088814 (State or other jurisdiction of incorpo
November 14, 2024	NT 10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: September 30, 2024 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q For the transition p
November 14, 2024	SC 13G	CERO / CERo Therapeutics Holdings, Inc. / YK Bioventures Opportunities GP I, LLC - SC 13G Passive Investment SC 13G 1 tm2427620d12sc13g.htm SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* CERo Therapeutics Holdings, Inc. (Name of Issuer) Common stock, par value $0.0001 per share (Title of Class of Securities) 71902K105 (CUSIP Number) August 2, 2024 (Date of Event Which Requires Filing of this Statement
November 14, 2024	EX-99.1	Exhibit 1: Joint Filing Agreement EX-99.1 2 tm2427620d12ex1.htm EXHIBIT 1 EXHIBIT 1 AGREEMENT This Joint Filing Agreement, dated as of November 14, 2024, is by and among YK Bioventures Opportunities Fund I, L.P. (F/K/A YK Bioventures, LLC), YK Bioventures Opportunities GP I, LLC, Gary Yeung and Mitchell Kossar (the foregoing are collectively referred to herein as the “Filers”). Each of the Filers may be required to file with the U
November 12, 2024	8-K	Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 8, 2024 CERO THERAPEUTICS HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-40877 87-1088814 (State or other jurisdiction of incorpor
November 12, 2024	EX-10.2	Registration Rights Agreement, dated as of November 8, 2024, by and between CERo Therapeutics Holdings, Inc. and Keystone Capital Partners, LLC (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K/A filed by CERo Therapeutics Holdings, Inc. with the Securities and Exchange Commission on November 12, 2024). Exhibit 10.2 REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of November 8, 2024, is by and between Keystone Capital Partners, LLC, a Delaware limited liability company (the “Investor”), and CERo Therapeutics Holdings, Inc., a Delaware corporation (the “Company”). RECITALS A. The Company and the Investor previously entered into that certain Registratio
November 12, 2024	424B3	CERO THERAPEUTICS HOLDINGS, INC. 26,619,050 Shares of Common Stock Filed Pursuant to Rule 424(b)(3) Registration No. 333-278603 Prospectus Supplement No. 7 (To Prospectus dated May 1, 2024, as supplemented by Prospectus Supplement No. 1, dated August 2, 2024 Prospectus Supplement No. 2, dated September 26, 2024 Prospectus Supplement No. 3, dated October 4, 2024 Prospectus Supplement No. 4, dated October 11, 2024 Prospectus Supplement No. 5, dated October 21, 2024
November 12, 2024	EX-10.1	Common Stock Purchase Agreement, dated as of November 8, 2024, by and between CERo Therapeutics Holdings, Inc. and Keystone Capital Partners, LLC (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by CERo Therapeutics Holdings, Inc. with the Securities and Exchange Commission on November 12, 2024). Exhibit 10.1 COMMON STOCK PURCHASE AGREEMENT Dated as of November 8, 2024 by and among CERo THERAPEUTICS HOLDINGS, INC. and KEYSTONE CAPITAL PARTNERS, LLC Table of Contents Page Article I PURCHASE AND SALE OF COMMON STOCK 2 Section 1.1. Purchase and Sale of Stock 2 Section 1.2. Closing Date; Settlement Dates 2 Section 1.3. Initial Public Announcements and Required Filings 2 Article II PURCHASE TER
November 12, 2024	424B3	CERO THERAPEUTICS HOLDINGS, INC. 44,523,704 Shares of Common Stock Filed Pursuant to Rule 424(b)(3) Registration No. 333-279156 Prospectus Supplement No. 7 (to the Prospectus dated July 5, 2024, as supplemented by Prospectus Supplement No. 1, dated August 2, 2024 Prospectus Supplement No. 2, dated September 26, 2024 Prospectus Supplement No. 3, dated October 4, 2024 Prospectus Supplement No. 4, dated October 11, 2024 Prospectus Supplement No. 5, dated October 21,
November 1, 2024	424B3	CERO THERAPEUTICS HOLDINGS, INC. 44,523,704 Shares of Common Stock Filed Pursuant to Rule 424(b)(3) Registration No. 333-279156 Prospectus Supplement No. 6 (to the Prospectus dated July 5, 2024, as supplemented by Prospectus Supplement No. 1, dated August 2, 2024 Prospectus Supplement No. 2, dated September 26, 2024 Prospectus Supplement No. 3, dated October 4, 2024 Prospectus Supplement No. 4, dated October 11, 2024 and Prospectus Supplement No. 5, dated October
November 1, 2024	424B3	CERO THERAPEUTICS HOLDINGS, INC. 26,619,050 Shares of Common Stock Filed Pursuant to Rule 424(b)(3) Registration No. 333-278603 Prospectus Supplement No. 6 (To Prospectus dated May 1, 2024, as supplemented by Prospectus Supplement No. 1, dated August 2, 2024 Prospectus Supplement No. 2, dated September 26, 2024 Prospectus Supplement No. 3, dated October 4, 2024 Prospectus Supplement No. 4, dated October 11, 2024 and Prospectus Supplement No. 5, dated October 21,
November 1, 2024	8-K	Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 30, 2024 CERO THERAPEUTICS HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-40877 87-1088814 (State or other jurisdiction of incorpor
October 30, 2024	SC 13D	US71902K2042 / Phoenix Biotech Acquisition Corp / ATWOOD BRIAN G - SCHEDULE 13D Activist Investment SC 13D 1 ea0219310-13datwoodcero.htm SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. ) CERo Therapeutics Holdings, Inc. (Name of Issuer) Common Stock, $0.0001 par value per share (Title of Class of Securities) 71902K 105 (CUSIP Number) Brian G. Atwood 4165 Canyon Road Lafayette, CA 94549 (925
October 30, 2024	EX-99.1	Joint Filing Agreement, dated October 30, 2024, by and among the Reporting Persons (filed herewith). EX-99.1 2 ea021931001ex99-1cero.htm JOINT FILING AGREEMENT, DATED OCTOBER 30, 2024, BY AND AMONG THE REPORTING PERSONS Exhibit 1 JOINT FILING AGREEMENT The undersigned hereby agree that the foregoing statement on Schedule 13D is filed on behalf of each of the undersigned, and any amendments thereto executed by the undersigned shall be filed on behalf of each of the undersigned without the necessit
October 25, 2024	8-K	Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 24, 2024 CERO THERAPEUTICS HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-40877 87-1088814 (State or other jurisdiction of incorpor
October 25, 2024	DEFA14A	SCHEDULE 14A (Rule 14a-101) SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 1) SCHEDULE 14A (Rule 14a-101) SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.
October 22, 2024	S-1/A	As filed with the Securities and Exchange Commission on October 21, 2024 As filed with the Securities and Exchange Commission on October 21, 2024 Registration No.
October 21, 2024	424B3	CERO THERAPEUTICS HOLDINGS, INC. 44,523,704 Shares of Common Stock Filed Pursuant to Rule 424(b)(3) Registration No. 333-279156 Prospectus Supplement No. 5 (to the Prospectus dated July 5, 2024, as supplemented by Prospectus Supplement No. 1, dated August 2, 2024 Prospectus Supplement No. 2, dated September 26, 2024 Prospectus Supplement No. 3, dated October 4, 2024 and Prospectus Supplement No. 4, dated October 11, 2024) CERO THERAPEUTICS HOLDINGS, INC. 44,523,7
October 21, 2024	EX-4.5	Description of Securities (incorporated by reference to Exhibit 4.5 to the Registration Statement on Form S-1 filed by CERo Therapeutics Holdings, Inc. with the Securities and Exchange Commission on October 21, 2024). Exhibit 4.5 DESCRIPTION OF SECURITIES The following summary of the material terms of the securities of CERo Therapeutics Holdings, Inc. (f/k/a Phoenix Biotech Acquisition Corp.) (“we,” “our” or “us”) is not intended to be a complete summary of the rights and preferences of such securities. You are encouraged to read the applicable provisions of Delaware law, our second amended and restated certifi
October 21, 2024	EX-FILING FEES	Filing Fee Table. Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) CERo Therapeutics Holdings, Inc.
October 21, 2024	424B3	CERO THERAPEUTICS HOLDINGS, INC. 26,619,050 Shares of Common Stock Filed Pursuant to Rule 424(b)(3) Registration No. 333-278603 Prospectus Supplement No. 5 (To Prospectus dated May 1, 2024, as supplemented by Prospectus Supplement No. 1, dated August 2, 2024 Prospectus Supplement No. 2, dated September 26, 2024 Prospectus Supplement No. 3, dated October 4, 2024 and Prospectus Supplement No. 4, dated October 11, 2024) CERO THERAPEUTICS HOLDINGS, INC. 26,619,050 Sh
October 21, 2024	S-1	As filed with the Securities and Exchange Commission on October 21, 2024 As filed with the Securities and Exchange Commission on October 21, 2024 Registration No.
October 21, 2024	EX-10.21	Consent and Waiver Agreement, dated as of September 26, 2024, by and between CERo Therapeutics Holdings, Inc. and the investors party thereto. Exhibit 10.21 CONSENT AND WAIVER AGREEMENT This CONSENT AND WAIVER AGREEMENT (this “Agreement”) is granted as of September 26, 2024, by and between CERo Therapeutics Holdings, Inc., a Delaware corporation (the “Company”), and the investor signatory hereto (the “Holder”). A. Reference is hereby made to (i) that certain Amended and Restated Securities Purchase Agreement dated as of February 14, 2024
October 21, 2024	EX-99.1	CERo Therapeutics, Inc. Provides Corporate Update Company announces submission of IND Clinical Hold Complete Response Letter Exhibit 99.1 CERo Therapeutics, Inc. Provides Corporate Update Company announces submission of IND Clinical Hold Complete Response Letter SOUTH SAN FRANCISCO, Calif., Oct. 21, 2024 (GLOBE NEWSWIRE) - CERo Therapeutics Holdings, Inc. (Nasdaq: CERO) (“CERo”), an innovative immunotherapy company seeking to advance the next generation of engineered T cell therapeutics that employ phagocytic mechanisms
October 21, 2024	8-K	Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 21, 2024 CERO THERAPEUTICS HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-40877 87-1088814 (State or other jurisdiction of incorpor
October 21, 2024	EX-10.20	Registration Rights Agreement, dated as of September 26, 2024, by and between CERo Therapeutics Holdings, Inc. and the investors party thereto. Exhibit 10.20 REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of September 26, 2024, is by and among CERo Therapeutics Holdings, Inc., a Delaware corporation with offices located at 201 Haskins Way, Suite 230, South San Francisco, CA 94080 (the “Company”), and the undersigned buyers (each, a “Buyer,” and collectively, the “Buyers”). RECITALS A. In conn
October 18, 2024	DEFR14A	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION ___________________ Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 1) DEFR14A 1 ea0217341-02.htm PROXY STATEMENT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 1) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for the use of th
October 15, 2024	DEF 14A	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION ___________________ Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for the use of the Commission only (as permitted by Rule 14a-6(e)(2)) ☒ Defini
October 11, 2024	8-K	Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 9, 2024 CERO THERAPEUTICS HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-40877 87-1088814 (State or other jurisdiction of incorpora
October 11, 2024	424B3	CERO THERAPEUTICS HOLDINGS, INC. 44,523,704 Shares of Common Stock Filed Pursuant to Rule 424(b)(3) Registration No. 333-279156 Prospectus Supplement No. 4 (to the Prospectus dated July 5, 2024, as supplemented by Prospectus Supplement No. 1, dated August 2, 2024 and Prospectus Supplement No. 2, dated September 26, 2024 Prospectus Supplement No. 3, dated October 4, 2024) CERO THERAPEUTICS HOLDINGS, INC. 44,523,704 Shares of Common Stock This prospectus supplement
October 11, 2024	424B3	CERO THERAPEUTICS HOLDINGS, INC. 26,619,050 Shares of Common Stock Filed Pursuant to Rule 424(b)(3) Registration No. 333-278603 Prospectus Supplement No. 4 (To Prospectus dated May 1, 2024, as supplemented by Prospectus Supplement No. 1, dated August 2, 2024 and Prospectus Supplement No. 2, dated September 26, 2024 Prospectus Supplement No. 3, dated October 2, 2024) CERO THERAPEUTICS HOLDINGS, INC. 26,619,050 Shares of Common Stock This prospectus supplement no.
October 4, 2024	424B3	CERO THERAPEUTICS HOLDINGS, INC. 26,619,050 Shares of Common Stock 424B3 1 ea021690202-424b3cero.htm PROSPECTUS SUPPLEMENT Filed Pursuant to Rule 424(b)(3) Registration No. 333-278603 Prospectus Supplement No. 3 (To Prospectus dated May 1, 2024, as supplemented by Prospectus Supplement No. 1, dated August 2, 2024 and Prospectus Supplement No. 2, dated September 26, 2024) CERO THERAPEUTICS HOLDINGS, INC. 26,619,050 Shares of Common Stock This prospectus supplement
October 4, 2024	424B3	CERO THERAPEUTICS HOLDINGS, INC. 44,523,704 Shares of Common Stock Filed Pursuant to Rule 424(b)(3) Registration No. 333-279156 Prospectus Supplement No. 4 (to the Prospectus dated May 6, 2024, as supplemented by Prospectus Supplement No. 1, dated May 22, 2024, Prospectus Supplement No. 2, dated August 2, 2024 and Prospectus Supplement No. 3, dated September 26, 2024) CERO THERAPEUTICS HOLDINGS, INC. 44,523,704 Shares of Common Stock This prospectus supplement no
October 2, 2024	EX-10.2	Consulting Agreement, dated September 30, 2024, by and between the Company and Charles R. Carter. Exhibit 10.2 CONSULTING AGREEMENT AGREEMENT, made effective this October 1st 2024 by and between CERo Therapeutics Holdings, Inc., a Delaware corporation having a place of business at 201 Haskins Way, Suite 230, South San Francisco, CA 94080 (“Company”), and Charles Ross Carter, an individual having his principal place of business at [Omitted] (“Consultant”) The Company and the Consultant are refe
October 2, 2024	8-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 25, 2024 CERO T UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 25, 2024 CERO THERAPEUTICS HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-40877 87-1088814 (State or other jurisdiction of incorp
October 2, 2024	8-K	Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 26, 2024 CERO THERAPEUTICS HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-40877 87-1088814 (State or other jurisdiction of incorp
October 2, 2024	EX-10.4	Consulting Agreement, dated September 30, 2024, by and between the Company and Brian G. Atwood (incorporated by reference to Exhibit 10.4 to the Current Report on Form 8-K filed by CERo Therapeutics Holdings, Inc. with the Securities and Exchange Commission on October 2, 2024). Exhibit 10.4 CONSULTING AGREEMENT AGREEMENT, made effective this October 1st 2024 by and between CERo Therapeutics Holdings, Inc., a Delaware corporation having a place of business at 201 Haskins Way, Suite 230, South San Francisco, CA 94080 (“Company”), and Brian G. Atwood, an individual having his principal place of business at [Omitted] (“Consultant”) The Company and the Consultant are referred
October 2, 2024	PRE 14A	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for the use of the Commission only (as permitted by Rule 14a-6(e)(2)) ☐ Defini
October 2, 2024	EX-10.1	Consulting Agreement, dated September 30, 2024, by and between the Company and Kristen Pierce (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by CERo Therapeutics Holdings, Inc. with the Securities and Exchange Commission on October 2, 2024). Exhibit 10.1 CONSULTING AGREEMENT AGREEMENT, made effective this October 1st 2024 by and between CERo Therapeutics Holdings, Inc., a Delaware corporation having a place of business at 201 Haskins Way, Suite 230, South San Francisco, CA 94080 (“Company”), and Kristen Pierce, an individual having her principal address at [Omitted] (“Consultant”) The Company and the Consultant are referred to herein
October 2, 2024	EX-10.3	Consulting Agreement, dated September 30, 2024, by and between the Company and Andrew Kucharchuk (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K filed by CERo Therapeutics Holdings, Inc. with the Securities and Exchange Commission on October 2, 2024). Exhibit 10.3 CONSULTING AGREEMENT AGREEMENT, made effective this October 1st 2024 by and between CERo Therapeutics Holdings, Inc., a Delaware corporation having a place of business at 201 Haskins Way, Suite 230, South San Francisco, CA 94080 (“Company”), and Andrew Albert Kucharchuk, an individual having his principal place of business at [Omitted] (“Consultant”) The Company and the Consultant are
October 2, 2024	EX-3.1	Certificate of Designation of Preferences, Rights and Limitations of the Series C Convertible Preferred Stock (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed by CERo Therapeutics Holdings, Inc. with the Securities and Exchange Commission on October 2, 2024). Exhibit 3.1 CERTIFICATE OF DESIGNATIONS OF RIGHTS AND PREFERENCES OF SERIES C CONVERTIBLE PREFERRED STOCK OF CERO THERAPEUTICS HOLDINGS, INC. I, Brian Atwood, hereby certify that I am the Chief Executive Officer and Chairman of CERo Therapeutics Holdings, Inc. (the “Company”), a corporation organized and existing under the Delaware General Corporation Law (the “DGCL”), and further do hereby certif
October 2, 2024	EX-99.1	CERo Therapeutics, Inc. Names Al Kucharchuk Chief Financial Officer and Kristen Pierce Chief Development Officer Exhibit 99.1 CERo Therapeutics, Inc. Names Al Kucharchuk Chief Financial Officer and Kristen Pierce Chief Development Officer SOUTH SAN FRANCISCO, Calif.– October 2, 2024 - (Globe Newswire) – CERo Therapeutics Holdings, Inc. (Nasdaq: CERO) (“CERo”), an innovative immunotherapy company seeking to advance the next generation of engineered T cell therapeutics that employ phagocytic mechanisms, announ
October 2, 2024	EX-10.5	Consulting Agreement, dated September 30, 2024, by and between the Company and Chris Ehrlich (incorporated by reference to Exhibit 10.5) to the Current Report on Form 8-K filed by CERo Therapeutics Holdings, Inc. with the Securities and Exchange Commission on October 2, 2024). Exhibit 10.5 CONSULTING AGREEMENT AGREEMENT, made effective this October 1st 2024 by and between CERo Therapeutics Holdings, Inc., a Delaware corporation having a place of business at 201 Haskins Way, Suite 230, South San Francisco, CA 94080 (“Company”), and Chris Ehrlich, an individual having his principal place of business at [Omitted] (“Consultant”) The Company and the Consultant are referred t
September 26, 2024	8-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 25, 2024 CERO T UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 25, 2024 CERO THERAPEUTICS HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-40877 87-1088814 (State or other jurisdiction of incorp
September 26, 2024	424B3	CERO THERAPEUTICS HOLDINGS, INC. 26,619,050 Shares of Common Stock Filed Pursuant to Rule 424(b)(3) Registration No. 333-278603 Prospectus Supplement No. 2 (To Prospectus dated May 1, 2024, as supplemented by Prospectus Supplement No. 1, dated August 2, 2024) CERO THERAPEUTICS HOLDINGS, INC. 26,619,050 Shares of Common Stock This prospectus supplement no. 2 (this “Prospectus Supplement”) amends and supplements the prospectus dated May 1, 2024 (as may be supplemen
September 26, 2024	424B3	CERO THERAPEUTICS HOLDINGS, INC. 44,523,704 Shares of Common Stock Filed Pursuant to Rule 424(b)(3) Registration No. 333-279156 Prospectus Supplement No. 3 (to the Prospectus dated May 6, 2024, as supplemented by Prospectus Supplement No. 1, dated May 22, 2024 and Prospectus Supplement No. 2, dated August 2, 2024) CERO THERAPEUTICS HOLDINGS, INC. 44,523,704 Shares of Common Stock This prospectus supplement no. 3 (this “Prospectus Supplement”) amends and supplemen
September 25, 2024	EX-3.1	Form of Certificate of Designation of Preferences, Rights and Limitations of the Series C Convertible Preferred Stock. Exhibit 3.1 CERTIFICATE OF DESIGNATIONS OF RIGHTS AND PREFERENCES OF SERIES C CONVERTIBLE PREFERRED STOCK OF CERO THERAPEUTICS HOLDINGS, INC. I, Brian Atwood, hereby certify that I am the Chief Executive Officer and Chairman of CERo Therapeutics Holdings, Inc. (the “Company”), a corporation organized and existing under the Delaware General Corporation Law (the “DGCL”), and further do hereby certif
September 25, 2024	EX-10.3	Consent and Waiver Agreement, dated as of September 26, 2024, by and between CERo Therapeutics Holdings, Inc. and the investors party thereto (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K filed by CERo Therapeutics Holdings, Inc. with the Securities and Exchange Commission on September 25, 2024). Exhibit 10.3 CONSENT AND WAIVER AGREEMENT This CONSENT AND WAIVER AGREEMENT (this “Agreement”) is granted as of September [], 2024, by and between CERo Therapeutics Holdings, Inc., a Delaware corporation (the “Company”), and the investor signatory hereto (the “Holder”). A. Reference is hereby made to (i) that certain Amended and Restated Securities Purchase Agreement dated as of February 14, 2024,
September 25, 2024	EX-10.2	Registration Rights Agreement, dated as of September 26, 2024, by and between CERo Therapeutics Holdings, Inc. and the investors party thereto (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed by CERo Therapeutics Holdings, Inc. with the Securities and Exchange Commission on September 25, 2024). Exhibit 10.2 REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 2024, is by and among CERo Therapeutics Holdings, Inc., a Delaware corporation with offices located at 201 Haskins Way, Suite 230, South San Francisco, CA 94080 (the “Company”), and the undersigned buyers (each, a “Buyer,” and collectively, the “Buyers”). RECITALS A. In connection wit
September 25, 2024	EX-99.1	CERo Therapeutics, Inc. Announces Financing and Provides Update on Investigational New Drug Application for CER-1236 Company requests Type A Meeting with U.S. Food and Drug Administration regarding clinical hold for CER-1236, announces key management Exhibit 99.1 CERo Therapeutics, Inc. Announces Financing and Provides Update on Investigational New Drug Application for CER-1236 Company requests Type A Meeting with U.S. Food and Drug Administration regarding clinical hold for CER-1236, announces key management changes SOUTH SAN FRANCISCO, Calif.– September 25, 2024 - (Globe Newswire) – CERo Therapeutics Holdings, Inc. (Nasdaq: CERO) (“CERo”), a
September 25, 2024	EX-10.1	Securities Purchase Agreement, dated as of September 25, 2024, by and between CERo Therapeutics Holdings, Inc. and the investors named therein (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by CERo Therapeutics Holdings, Inc. with the Securities and Exchange Commission on September 25, 2024). Exhibit 10.1 CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND REPLACED WITH “[***]”. SUCH IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS (I) NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF DISCLOSED. SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of September 25, 2024, is by and a
September 25, 2024	EX-4.1	Form of Warrant (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed by CERo Therapeutics Holdings, Inc. with the Securities and Exchange Commission on September 25, 2024). Exhibit 4.1 [FORM OF WARRANT] NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATI
September 25, 2024	8-K	Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 22, 2024 CERO THERAPEUTICS HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-40877 87-1088814 (State or other jurisdiction of incorp
September 23, 2024	8-K	Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 17, 2024 CERO THERAPEUTICS HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-40877 87-1088814 (State or other jurisdiction of incorp
September 18, 2024	8-K	Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 18, 2024 CERO THERAPEUTICS HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-40877 87-1088814 (State or other jurisdiction of incorp
September 18, 2024	DEFA14A	SCHEDULE 14A (Rule 14a-101) SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 2) SCHEDULE 14A (Rule 14a-101) SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.
September 10, 2024	8-K	Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 10, 2024 CERO THERAPEUTICS HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-40877 87-1088814 (State or other jurisdiction of incorp
September 10, 2024	DEFA14A	SCHEDULE 14A (Rule 14a-101) SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 1) SCHEDULE 14A (Rule 14a-101) SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.
August 26, 2024	DEF 14A	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for the use of the Commission only (as permitted by Rule 14a-6(e)(2)) ☒ Defini
August 19, 2024	PRER14A	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 1 ) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 1 ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for the use of the Commission only (as permitted by Rule 14
August 16, 2024	PRE 14A	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for the use of the Commission only (as permitted by Rule 14a-
August 14, 2024	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 ☐ TRANSITION REPORT PU UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-40877 CERO THERAPEUTICS
August 2, 2024	424B3	CERO THERAPEUTICS HOLDINGS, INC. 44,523,704 Shares of Common Stock Filed Pursuant to Rule 424(b)(3) Registration No. 333-279156 Prospectus Supplement No. 2 (to the Prospectus dated May 6, 2024, as supplemented by Prospectus Supplement No. 1, dated May 22, 2024) CERO THERAPEUTICS HOLDINGS, INC. 44,523,704 Shares of Common Stock This prospectus supplement no. 1 (this “Prospectus Supplement”) amends and supplements the prospectus dated May 6, 2024 (as may be supplem
August 2, 2024	424B3	CERO THERAPEUTICS HOLDINGS, INC. 26,619,050 Shares of Common Stock Filed Pursuant to Rule 424(b)(3) Registration No. 333-278603 Prospectus Supplement No. 1 (To Prospectus dated May 1, 2024) CERO THERAPEUTICS HOLDINGS, INC. 26,619,050 Shares of Common Stock This prospectus supplement no. 1 (this “Prospectus Supplement”) amends and supplements the prospectus dated May 1, 2024 (as may be supplemented or amended from time to time, the “Prospectus”) which forms part o
July 26, 2024	8-K	Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 26, 2024 CERO THERAPEUTICS HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-40877 87-1088814 (State or other jurisdiction of incorporati
July 25, 2024	8-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 19, 2024 CERO THERAP UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 19, 2024 CERO THERAPEUTICS HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-40877 87-1088814 (State or other jurisdiction of incorporati
July 8, 2024	424B3	CERO THERAPEUTICS HOLDINGS, INC. Up to 44,128,317 Shares of Common Stock FILED PURSUANT TO RULE 424(b)(3) Registration No. 333-279156 PROSPECTUS CERO THERAPEUTICS HOLDINGS, INC. Up to 44,128,317 Shares of Common Stock This prospectus relates to the resale from time to time by the selling securityholders named in this prospectus (collectively, the “Selling Securityholders”), or their permitted transferees (after the expiration of any applicable lock-up period, assuming
July 3, 2024	CORRESP	CERo Therapeutics Holdings, Inc. 201 Haskins Way, Suite 230 South San Francisco, CA 94080 CERo Therapeutics Holdings, Inc. 201 Haskins Way, Suite 230 South San Francisco, CA 94080 July 3, 2024 VIA EDGAR Division of Corporation Finance Office of Life Sciences U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: CERo Therapeutics Holdings, Inc. Acceleration Request for Registration Statement on Form S-1 File No. 333-279156 Requested Date: July 5, 2024 Req
June 27, 2024	S-1/A	As filed with the Securities and Exchange Commission on June 27, 2024 As filed with the Securities and Exchange Commission on June 27, 2024 Registration No.
June 27, 2024	CORRESP	Goodwin Procter LLP Goodwin Procter LLP The New York Times Building 620 Eighth Avenue New York, NY 10018 goodwinlaw.
June 5, 2024	S-1/A	As filed with the Securities and Exchange Commission on June 5, 2024 As filed with the Securities and Exchange Commission on June 5, 2024 Registration No.
June 5, 2024	CORRESP	Goodwin Procter LLP Goodwin Procter LLP The New York Times Building 620 Eighth Avenue New York, NY 10018 goodwinlaw.
May 22, 2024	424B3	CERO THERAPEUTICS HOLDINGS, INC. 44,523,704 Shares of Common Stock Filed Pursuant to Rule 424(b)(3) Registration No. 333-279156 Prospectus Supplement No. 1 (To Prospectus dated May 6, 2024) CERO THERAPEUTICS HOLDINGS, INC. 44,523,704 Shares of Common Stock This prospectus supplement no. 1 (this “Prospectus Supplement”) amends and supplements the prospectus dated May 6, 2024 (as may be supplemented or amended from time to time, the “Prospectus”) which forms part o
May 17, 2024	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 ☐ TRANSITION REPORT P UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-40877 CERO THERAPEUTIC
May 16, 2024	NT 10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: March 31, 2024 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q For the transition perio
May 6, 2024	EX-FILING FEES	Filing Fee Table. Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) CERo Therapeutics Holdings, Inc.
May 6, 2024	S-1	As filed with the Securities and Exchange Commission on May 6, 2024 As filed with the Securities and Exchange Commission on May 6, 2024 Registration No.
May 3, 2024	8-K	Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 2, 2024 CERO THERAPEUTICS HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-40877 87-1088814 (State or other jurisdiction of incorporation
May 1, 2024	8-K	Submission of Matters to a Vote of Security Holders UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 30, 2024 CERO THERAPEUTICS HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-40877 87-1088814 (State or other jurisdiction of incorporat
May 1, 2024	424B5	CERO THERAPEUTICS HOLDINGS, INC. Up to 26,619,050 Shares of Common Stock FILED PURSUANT TO RULE 424(b)(5) Registration No. 333-278603 PROSPECTUS CERO THERAPEUTICS HOLDINGS, INC. Up to 26,619,050 Shares of Common Stock This prospectus relates to the potential offer and sale from time to time by Keystone Capital Partners, LLC (“Keystone”) of up to 25,619,050 shares of common stock, par value $0.0001 per share (the “Common Stock”), that have been or may be issued by us to
April 29, 2024	CORRESP	CERo Therapeutics Holdings, Inc. 201 Haskins Way, Suite 230 South San Francisco, CA 94080 CERo Therapeutics Holdings, Inc. 201 Haskins Way, Suite 230 South San Francisco, CA 94080 April 29, 2024 VIA EDGAR Division of Corporation Finance Office of Life Sciences U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Attention: Jessica Dickerson Suzanne Hayes Re: CERo Therapeutics Holdings, Inc. Acceleration Request for Registration Statement on Form S-1 File No
April 26, 2024	CORRESP	April 26, 2024 Goodwin Procter LLP The New York Times Building 620 Eighth Avenue New York, NY 10018 goodwinlaw.
April 26, 2024	S-1/A	As filed with the Securities and Exchange Commission on April 26, 2024 As filed with the Securities and Exchange Commission on April 26, 2024 Registration No.
April 15, 2024	DEF 14A	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for the use of the Commission only (as permitted by Rule 14a-
April 10, 2024	S-1	As filed with the Securities and Exchange Commission on April 10, 2024 As filed with the Securities and Exchange Commission on April 10, 2024 Registration No.
April 10, 2024	EX-FILING FEES	Filing Fee Table. Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) CERo Therapeutics Holdings, Inc.
April 3, 2024	PRE 14A	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for the use of the Commission only (as permitted by Rule 14a-
April 2, 2024	EX-10.14	Registration Rights Agreement, dated as of March 29, 2024, by and between CERo Therapeutics Holdings, Inc. and the investors party thereto (incorporated by reference to Exhibit 10.14 to the Annual Report on Form 10-K filed by CERo Therapeutics Holdings, Inc. with the Securities and Exchange Commission on April 2, 2024). Exhibit 10.14 REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of March 28, 2024, is by and among CERo Therapeutics Holdings, Inc., a Delaware corporation with offices located at 201 Haskins Way, Suite 230, South San Francisco, CA 94080 (the “Company”), and the undersigned buyers (each, a “Buyer,” and collectively, the “Buyers”). RECITALS A. In connecti
April 2, 2024	10-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 ☐ TRANSITION REPORT PURSUA UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40877 CERO THERAPEUT
April 2, 2024	EX-3.6	Certificate of Designation of Preferences, Rights and Limitations of the Series B Convertible Preferred Stock (incorporated by reference to Exhibit 3.6 to the Annual Report on Form 10-K filed by CERo Therapeutics Holdings, Inc. with the Securities and Exchange Commission on April 2, 2024). Exhibit 3.6 CERTIFICATE OF DESIGNATIONS OF RIGHTS AND PREFERENCES OF SERIES B CONVERTIBLE PREFERRED STOCK OF CERO THERAPEUTICS HOLDINGS, INC. I, Charles Carter, hereby certify that I am the Chief Financial Officer of CERo Therapeutics Holdings, Inc. (the “Company”), a corporation organized and existing under the Delaware General Corporation Law (the “DGCL”), and further do hereby certify: That pur
April 2, 2024	EX-19.1	CERo Therapeutics Holdings Inc. Insider Trading Policy (incorporated by reference to Exhibit 19.1 to the Annual Report on Form 10-K filed by CERo Therapeutics Holdings, Inc. with the Securities and Exchange Commission on April 2, 2024). Exhibit 19.1 CERO THERAPEUTICS HOLDINGS, INC. Insider Trading POLICY CERo Therapeutics Holdings, Inc. (the “Company”) has adopted the following policy and procedures for securities trading by Company directors and employees (our “Insider Trading Policy”). Our Insider Trading Policy is intended to prevent the misuse of material nonpublic information, insider trading in securities, and the severe co
April 2, 2024	EX-21.1	List of subsidiaries of CERo Therapeutics Holdings, Inc. (incorporated by reference to Exhibit 21.1 to the Annual Report on Form 10-K filed by CERo Therapeutics Holdings, Inc. with the Securities and Exchange Commission on April 2, 2024). Exhibit 21.1 Subsidiaries of CERo Therapeutics Holdings, Inc. Name of Subsidiary Jurisdiction of Incorporation CERo Therapeutics, Inc. Delaware
April 2, 2024	EX-4.5	Description of Securities (incorporated by reference to Exhibit 4.5 to the Annual Report on Form 10-K filed by CERo Therapeutics Holdings, Inc. with the Securities and Exchange Commission on April 2, 2024). Exhibit 4.5 DESCRIPTION OF SECURITIES The following summary of the material terms of the securities of CERo Therapeutics Holdings, Inc. (f/k/a Phoenix Biotech Acquisition Corp.) (“we,” “our” or “us”) is not intended to be a complete summary of the rights and preferences of such securities. You are encouraged to read the applicable provisions of Delaware law, our second amended and restated certifi
April 2, 2024	NT 10-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: December 31, 2023 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q For the transition pe
April 2, 2024	EX-10.17	Offer Letter, dated as of March 28, 2024, by and between CERo Therapeutics Holdings, Inc. and Daniel Corey (incorporated by reference to Exhibit 10.17 to the Annual Report on Form 10-K filed by CERo Therapeutics Holdings, Inc. with the Securities and Exchange Commission on April 2, 2024). Exhibit 10.17 CERo Therapeutics Holdings, Inc. March 28, 2024 Daniel Corey Re: Offer of Employment Dear Daniel: The Board of Directors (the “Board”) of CERo Therapeutics Holdings, Inc. (the “Company”) and its lead investors are excited about the prospect of your continued employment with a world-class team that we are building. This letter agreement (“Agreement”) sets forth the terms and condition
April 2, 2024	EX-10.15	Employment Agreement, dated as of March 26, 2024, by and between CERo Therapeutics Holdings, Inc. and Brian Atwood (incorporated by reference to Exhibit 10.15 to the Annual Report on Form 10-K filed by CERo Therapeutics Holdings, Inc. with the Securities and Exchange Commission on April 2, 2024). Exhibit 10.15 CERO THERAPEUTIC HOLDINGS, INC. EXECUTIVE EMPLOYMENT AGREEMENT for EMPLOYEE This Executive Employment Agreement (the “Agreement”), made between CERO Therapeutic Holdings, Inc. (the “Company”) and Brian G. Atwood (the “Executive”) (collectively, the “Parties”), is effective as of March 28, 2024 (“Effective Date”). Whereas, the Company desires for Executive to provide services to the C
April 2, 2024	EX-99.3	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF CERO Therapeutics, Inc. Exhibit 99.3 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF CERO Therapeutics, Inc. The following Management’s Discussion and Analysis of Financial Condition and Results of Operations provides information which Cero Therapeutics, Inc. (“CERo” or the “Company”) management believes is relevant to an assessment and understanding of its results of operations a
April 2, 2024	EX-99.2	UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION Exhibit 99.2 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION Phoenix Biotech Acquisition Corp. (“PBAX” and, after the Business Combination (as defined below), “New CERo”) is providing the following unaudited pro forma condensed combined financial information to aid you in your analysis of the financial aspects of the Business Combination and related transactions. The following unaudit
April 2, 2024	EX-10.13	Securities Purchase Agreement, dated as of March 29, 2024, by and between CERo Therapeutics Holdings, Inc. and the investors named therein (incorporated by reference to Exhibit 10.13 to the Annual Report on Form 10-K filed by CERo Therapeutics Holdings, Inc. with the Securities and Exchange Commission on April 2, 2024). Exhibit 10.13 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of March 29, 2024, is by and among CERo Therapeutics Holdings, Inc. a Delaware corporation with offices located at 201 Haskins Way, Suite 230, South San Francisco, CA 94080 (the “Company”), and each of the investors listed on the Schedule of Buyers attached hereto (individually, a “Buyer” and
April 2, 2024	8-K/A	Other Events, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT (Amendment No. 2) Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 13, 2024 CERO THERAPEUTICS HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-40877 87-1088814 (State or other jur
April 2, 2024	EX-10.16	Employment Agreement, dated as of March 26, 2024, by and between CERo Therapeutics Holdings, Inc. and Charles Carter (incorporated by reference to Exhibit 10.16 to the Annual Report on Form 10-K filed by CERo Therapeutics Holdings, Inc. with the Securities and Exchange Commission on April 2, 2024). Exhibit 10.16 CERO THERAPEUTIC HOLDINGS, INC. EXECUTIVE EMPLOYMENT AGREEMENT for EMPLOYEE This Executive Employment Agreement (the “Agreement”), made between CERO Therapeutic Holdings, Inc. (the “Company”) and Charles R. Carter (the “Executive”) (collectively, the “Parties”), is effective as of March 26, 2024 (“Effective Date”). Whereas, the Company desires for Executive to provide services to the
April 2, 2024	EX-99.1	CERo Therapeutics, Inc. Financial Statements December 31, 2023 and 2022 Table of Contents Exhibit 99.1 CERo Therapeutics, Inc. Financial Statements December 31, 2023 and 2022 Table of Contents REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (PCAOB ID #392) 1 FINANCIAL STATEMENTS Balance Sheets 2 Statements of Operations 3 Statement of Convertible Preferred Stock and Stockholders’ Deficit 4 Statements of Cash Flows 5 Notes to Financial Statements 6 i Report of Independent Regist
April 2, 2024	EX-97.1	CERo Therapeutics Holdings Inc. Compensation Recovery Policy (incorporated by reference to Exhibit 97.1 to the Annual Report on Form 10-K filed by CERo Therapeutics Holdings, Inc. with the Securities and Exchange Commission on April 2, 2024). Exhibit 97.1 CERO THERAPEUTICS HOLDINGS, INC. COMPENSATION RECOVERY POLICY Adopted as of February 14, 2024 CERo Therapeutics Holdings, Inc., a Delaware corporation (the “Company”), has adopted a Compensation Recovery Policy (this “Policy”) as described below. 1. Overview The Policy sets forth the circumstances and procedures under which the Company shall recover Erroneously Awarded Compensation fr
February 28, 2024	8-K	Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 23, 2024 CERO THERAPEUTICS HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-40877 87-1088814 (State or other jurisdiction of incorpo
February 28, 2024	EX-10.1	Purchase Agreement, dated as of February 23, 2024, by and between CERo Therapeutics Holdings, Inc. and Arena Business Solutions Global SPC II, Ltd on behalf of and for the account of Segregated Portfolio #13 - SPC #13. (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by CERo Therapeutics Holdings, Inc. with the Securities and Exchange Commission on February 28, 2024). Exhibit 10.1 PURCHASE AGREEMENT THIS PURCHASE AGREEMENT (this “Agreement”), dated as of February 23, 2024, is made by and between ARENA BUSINESS SOLUTIONS GLOBAL SPC II, LTD on behalf of and for the account of SEGREGATED PORTFOLIO #13 – SPC #13 (the “Investor”), and CERO THERAPEUTICS HOLDINGS, INC., a Delaware corporation (the “Company”). WHEREAS, the parties desire that, upon the terms and subjec
February 27, 2024	EX-10.5	Investor Rights and Lock-Up Agreement, dated February 14, 2024, by and between Phoenix Biotech Acquisition Corp. and the parties named therein (incorporated by reference to Exhibit 10.5 to the Current Report on Form 8-K/A filed by CERo Therapeutics Holdings, Inc. with the Securities and Exchange Commission on February 27, 2024). Exhibit 10.5 INVESTOR RIGHTS AND LOCK-UP AGREEMENT This INVESTOR RIGHTS AND LOCK-UP AGREEMENT (this “Agreement”) is entered into as of February 14, 2024, by and among Phoenix Biotech Acquisition Corp., a Delaware corporation, (the “Company”), and the parties listed as Investors on Schedule I hereto (each, including any person or entity who hereinafter becomes a party to this Agreement pursuant to
February 27, 2024	EX-10.8	Common Stock Purchase Agreement, dated as of February 14, 2024, by and between CERo Therapeutics Holdings, Inc. and Keystone Capital Partners, LLC (incorporated by reference to Exhibit 10.8 to the Current Report on Form 8-K/A filed by CERo Therapeutics Holdings, Inc. with the Securities and Exchange Commission on February 27, 2024). Exhibit 10.8 COMMON STOCK PURCHASE AGREEMENT Dated as of February 14, 2024 by and among PHOENIX BIOTECH ACQUISITION CORP. and KEYSTONE CAPITAL PARTNERS, LLC Table of Contents Page Article I PURCHASE AND SALE OF COMMON STOCK 1 Section 1.1. Purchase and Sale of Stock 1 Section 1.2. Closing Date; Settlement Dates 2 Section 1.3. Initial Public Announcements and Required Filings 2 Article II PURCHASE T

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