Form 8-K - Current report

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 incorporation or organization)		(Commission File Number)		(I.R.S. Employer Identification Number)

201 Haskins Way, Suite 230, South San Francisco, CA		94080
(Address of principal executive offices)		(Zip Code)

(650) 407-2376

Registrant’s telephone number, including area code

Not Applicable

(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, par value $0.0001 per share	CERO	NASDAQ Global Market
Warrants, each whole warrant exercisable for one 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 or Rule 12b-2 of the Securities Exchange Act of 1934.

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 3.02 Unregistered Sales of Equity Securities

The information set forth under the section of Item 8.01 below titled “Warrant Issuances” is incorporated by reference herein.

Item 8.01 Other Events.

Registration Statements

On December 5, 2024, each of the Company’s registration statement (the “PIPE Registration Statement”) on Form S-1 (File No. 333-282755) relating to the resale of shares of the Company’s common stock, par value $0.0001 per share (“Common Stock”), issuable upon, among other things, conversion of shares of the Company’s outstanding Series A Preferred Stock, par value $0.0001 per share (“Series A Preferred Stock”), and Series B Preferred Stock, par value $0.0001 per share (“Series B Preferred Stock”), including shares of Series A Preferred Stock issuable upon exercise of warrants to purchase shares of Series A Preferred Stock (“Preferred Warrants”) and the Company’s registration statement on Form S-1 (File No. 333-283492) relating to the resale of shares that the Company may require an investor to purchase pursuant to a committed equity financing facility (the “Equity Line”) were declared effective by the Securities and Exchange Commission.

Warrant Exercises

From December 6, 2024 through December 23, 2024, holders of Preferred Warrants exercised an aggregate of 962 Preferred Warrants for shares of Series A Preferred Stock with an aggregate stated value of $962,000, at an exercise price of $800 per share (the “Warrant Exercises”), reflecting the 20% original issue discount applicable to the issuance of shares of Series A Preferred Stock relative to the stated value thereof. The Company received an aggregate of $769,600 of cash proceeds from the Warrant Exercises. As the PIPE Registration Statement cured a triggering event under the terms of the Series A Preferred Stock pursuant to which the holders thereof have the right to convert their shares of Series A Preferred Stock through the alternate conversion procedures set forth in such terms until 20 trading days after such cure, the Series A Preferred Stock is convertible at a conversion rate equal to 125% of the stated value thereof divided by the alternate conversion price thereof, which fluctuates daily.

Preferred Stock Conversions

From December 6, 2024 through December 26, 2024, holders of shares of Series A Preferred Stock, including holders of shares issued pursuant to the Warrant Exercises, converted an aggregate of approximately 2,600 shares of Series A Preferred Stock and 213 shares of Series B Preferred Stock into an aggregate of approximately 68 million shares of Common Stock.

Warrant Issuances

On December 23, 2024, the Company issued warrants to purchase an aggregate of 8,405,942 shares of Common Stock, with an exercise price of $0.0561 per share, which was the closing price of the Common Stock on Nasdaq on December 20, 2024, to certain institutional investors as a condition to the Warrant Exercises thereby. Such shares were issued in reliance upon the exemption from registration set forth in Section 4(a)(2) of the Securities Act of 1933, as amended.

Equity Line Issuances

From December 6, 2024 through December 30, 2024, the Company has issued an aggregate of approximately 16 million shares of Common Stock pursuant to the Equity Line for cash proceeds of approximately $700 thousand.

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.

Date: December 31, 2024	CERO THERAPEUTICS HOLDINGS, INC.

	By:	/s/ Chris Ehrlich
	Name:	Chris Ehrlich
	Title:	Chief Executive Officer

Cover	Dec. 23, 2024
Document Type	8-K
Amendment Flag	false
Document Period End Date	Dec. 23, 2024
Entity File Number	001-40877
Entity Registrant Name	CERO THERAPEUTICS HOLDINGS, INC.
Entity Central Index Key	0001870404
Entity Tax Identification Number	87-1088814
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	201 Haskins Way
Entity Address, Address Line Two	Suite 230
Entity Address, City or Town	South San Francisco
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	94080
City Area Code	650
Local Phone Number	407-2376
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false
Common Stock, par value $0.0001 per share
Title of 12(b) Security	Common Stock, par value $0.0001 per share
Trading Symbol	CERO
Security Exchange Name	NASDAQ
Warrants, each whole warrant exercisable for one share of common stock
Title of 12(b) Security	Warrants, each whole warrant exercisable for one share of common stock
Trading Symbol	CEROW
Security Exchange Name	NASDAQ