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    SEC Form 424B3 filed by CERo Therapeutics Holdings Inc.

    7/2/25 4:01:38 PM ET
    $CERO
    Biotechnology: Biological Products (No Diagnostic Substances)
    Health Care
    Get the next $CERO alert in real time by email
    424B3 1 ea0248063-424b3_cero.htm PROSPECTUS SUPPLEMENT

    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 “Prospectus Supplement”) amends and supplements the prospectus dated May 23, 2025 (as may be supplemented or amended from time to time, the “Prospectus”), which forms part of our Post-Effective Amendment No. 1 to Registration Statement on Form S-1 (Registration Statement No. 333-283492). This Prospectus Supplement is being filed to update and supplement the information included or incorporated by reference in the Prospectus with the information contained in the attached Current Reports on Form 8-K, filed with the Securities and Exchange Commission (the “Securities and Exchange Commission”) on June 30, 2025 (the “Form 8-K”). Accordingly, we have attached the Form 8-K to this Prospectus Supplement.

     

    This Prospectus Supplement updates and supplements the information in the Prospectus and is not complete without, and may not be delivered or utilized except in combination with, the Prospectus, including any amendments or supplements thereto. This Prospectus Supplement should be read in conjunction with the Prospectus, and if there is any inconsistency between the information in the Prospectus and this Prospectus Supplement, you should rely on this Prospectus Supplement.

     

    Our common stock and public warrants are listed on Nasdaq Capital Market (“Nasdaq”) under the symbols “CERO” and “CEROW,” respectively. On July 1, 2025, the last quoted sale price of our common stock as reported on Nasdaq was $9.23 per share and the last quoted sale price of our public warrants as reported on Nasdaq was $0.0205 per warrant. 

     

    We are an “emerging growth company” under applicable federal securities laws and will be subject to reduced public company reporting requirements.

     

    Investing in our securities involves a high degree of risk. Before buying any securities, you should carefully read the discussion of the risks of investing in our securities in “Risk Factors” beginning on page 8 of the Prospectus.

     

    Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the securities to be issued under the Prospectus or determined if the Prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

     

    The date of this Prospectus Supplement is July 2, 2025.

     

     

     

     

     

    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)   (Commission File Number)  

    (IRS Employer

    Identification No.)

     

    201 Haskins Way, Suite 230    
    South San Francisco, California   94080
    (Address of Principal Executive Offices)   (Zip Code)

     

    Registrant’s Telephone Number, Including Area Code: 650-407-2376

     

    (Former Name or Former Address, if Changed Since Last Report)

     

     

     

    Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

     

    ☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

     

    ☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

     

    ☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

     

    ☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

     

    Securities registered pursuant to Section 12(b) of the Act:

     

    Title of each class   Trading Symbol(s)   Name of each exchange on which registered

    Common stock, $0.0001 par value per share

      CERO   Nasdaq Capital Market

    Warrants, each warrant exercisable for one two-thousandth of a share of Common Stock

      CEROW   Nasdaq Capital Market

     

    Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

     

    Emerging growth company ☒

     

    If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

     

     

     

     

     

     

    Item 1.01 Entry into Material Definitive Agreement.

     

    On June 25, 2025, CERo Therapeutics Holdings, Inc. (the “Company”) entered into an amendment (the “Amendment”) to the securities purchase agreement (as amended, the “Securities Purchase Agreement”) dated as of April 21, 2025, pursuant to which the Company added certain new institutional investors (the “New Investors”) to the schedule of buyers in the Securities Purchase Agreement, to issue and sell to such New Investors, in one or more closings shares of the Company’s Series D convertible preferred stock, par value $0.0001 per share (the “Series D Preferred Stock”).

     

    The description of the terms and conditions of the Amendment does not purport to be complete and is qualified in its entirety by the full text of the form of Amendment, which is filed as Exhibit 10.2 hereto.

     

    Item 3.02 Unregistered Sales of Equity Securities.

     

    As previously reported on the Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on April 22, 2025, the Company entered into the Securities Purchase Agreement on April 21, 2025 with certain institutional investors (the “Investors”), pursuant to which the Company agreed to issue and sell, in one or more closings, up to 10,000 shares of the Company’s Series D Preferred Stock, which are convertible into shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), in a private placement offering. As previously reported on the Current Report on Form 8-K filed with the SEC on June 6, 2025, the Company completed an Additional Closing (as defined in the Securities Purchase Agreement) on June 5, 2025, pursuant to which the Company sold an additional 938 shares of Series D Preferred Stock for gross proceeds of approximately $750,400.

     

    On June 25, 2025, pursuant to the Securities Purchase Agreement, the Company and certain Investors, mutually agreed to effect, and effected, an Additional Closing, with respect to 2,315 additional shares of Series D Preferred Stock for gross proceeds of approximately $1,852,000. The rights, preferences and privileges of the Series D Preferred Stock are set forth in the certificate of designations of rights and preferences of the Series D Preferred Stock (the “Certificate of Designations”), filed with the Secretary of State of the State of Delaware on April 22, 2025. The offering and sale of the shares of Series D Preferred Stock were issued and, upon conversion of the Series D Preferred Stock, the shares of Common Stock underlying the Series D Preferred Stock will be issued, in each case, without registration under the Securities Act, in reliance on the exemptions provided by Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”) as a transaction not involving a public offering and Rule 506 promulgated under the Securities Act as sales to accredited investors, and in reliance on similar exemptions under applicable state laws.

     

    The description of the terms and conditions of the Securities Purchase Agreement and the Certificate of Designations do not purport to be complete and each is qualified in its entirety by the full text of Securities Purchase Agreement and the Certificate of Designations, as applicable, which are filed as exhibits to the Company’s Current Reports on Form 8-K filed on April 22, 2025 and on April 25, 2025, respectively.

     

    1

     

     

    Item 9.01 Financial Statements and Exhibits.

     

    (d)

     

    Exhibit Number   Description
    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).
    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).
    10.2*†   Form of Amendment to the Securities Purchase Agreement.
    104   Cover Page Interactive Data File-the cover page XBRL tags are embedded within the Inline XBRL document.

     

    †Certain portions of this document that constitute confidential information have been redacted pursuant to Item 601(b)(10) of Regulation S-K.

     

    *Filed herewith.

     

    2

     

     

    SIGNATURES

     

    Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

     

      CERO THERAPEUTICS HOLDINGS, INC.
         
    Date: June 30, 2025 By: /s/ Chris Ehrlich
        Chris Ehrlich
        Chief Executive Officer

     

     

    3

     

     

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