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): 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 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 8.01 Other Events.

On January 17, 2025, CERo Therapeutics Holdings, Inc. (the “Company”) received a letter setting forth the determination of a panel convened by Nasdaq (the “Nasdaq Panel”) granting the Company’s request for an extension (the “Extension”) to regain compliance with certain continued listing requirements of the Nasdaq Stock Market until April 22, 2025 (the “Extension Date”). The Company presented its plan (the “Plan”) for regaining compliance with such requirements at a hearing conducted on December 17, 2025.

As previously disclosed, the Company has not been in compliance with the $50 million minimum Market Value of Listed Securities requirement (the “MVLS Requirement”), the $15 million minimum Market Value of Publicly Held Securities requirement (the “MVPHS Requirement”) and the $1.00 minimum Bid Price requirement (the “Bid Price Requirement”). All applicable automatic grace periods for regaining compliance for such requirements have expired. The Company’s Plan includes transferring the listing of its securities to the Nasdaq Capital Market, which permits companies to satisfy a $2.5 million minimum stockholders’ equity requirement in lieu of the MVLS Requirement, and a lower $1 million MVPHS Requirement, completing a reverse stock split to regain compliance with the Bid Price Requirement and certain capital raising activities to attain such $2.5 million of stockholders’ equity.

The Extension is subject to certain conditions, including that the Company regain compliance with the Bid Price Requirement and apply to transfer the listing of its securities to the Nasdaq Capital Market by January 22, 2025, as well as the provision of certain information prior to the Extension Date. The Company effected a reverse stock split at a 100 to 1 ratio prior to the open of trading on January 8, 2025 and the closing price of its common stock on Nasdaq has been above $1.00 on each trading day following such reverse stock split. The Company expects to submit the application to transfer the listing of its securities to the Nasdaq Capital Market on the date of this Current Report on Form 8-K. The Company also intends to provide the information required by the Nasdaq Panel’s decision within the timeframe required thereby. The Company has made substantial progress towards attainment of at least $2.5 million of stockholders’ equity through the receipt of proceeds of its committed equity facility and exercises of warrants to purchase shares of preferred stock since its last balance sheet date of September 30, 2024, and has filed a registration statement under the Securities Act of 1933 for additional capital raising intended to contribute materially to such stockholders’ equity. Nevertheless, the Company cannot assure its stockholders that it will be successful in raising capital or in satisfying the minimum stockholders’ equity requirement by the Extension Date.

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: January 21, 2025	CERO THERAPEUTICS HOLDINGS, INC.

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

Cover	Jan. 17, 2025
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jan. 17, 2025
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