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, 2024
Prospectus Supplement No. 6, dated November 1, 2024
Prospectus Supplement No. 7, dated November 12, 2024
Prospectus Supplement No. 8, dated November 18, 2024
Prospectus Supplement No. 9, dated November 20, 2024 and
Prospectus Supplement No. 10, dated January 2, 2025)
CERO THERAPEUTICS HOLDINGS, INC.
26,619,050 Shares of Common Stock
This prospectus supplement no. 11 (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 of our Registration Statement on Form S-1 (Registration Statement No. 333-278603). 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 December 6, 2024 and January 6, 2025 (the “Form 8-Ks”). Accordingly, we have attached the Form 8-Ks 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 Global Market
and Nasdaq Capital Market (collectively, “Nasdaq”) under the symbols “CERO” and “CEROW,” respectively.
On January 3, 2025, the last quoted sale price of our common stock as reported on Nasdaq was $0.0582 per share and the last quoted sale
price of our public warrants as reported on Nasdaq was $0.009 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 January
7, 2025.
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
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 5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements
As previously disclosed, on
October 2, 2024 the Board of Directors (the “Board”) of CERo Therapeutics Holdings, Inc. (the “Company”) appointed
Chris Ehrlich as Interim Chief Executive Officer. On December 2, 2024, the Board approved the appointment of Mr. Ehrlich as Chief
Executive Officer on a permanent, non-interim basis effective immediately. In connection with Mr. Ehrlich’s appointment
as the Company’s permanent Chief Executive Officer, the Company intends to modify the terms of its existing consulting agreement
with Mr. Ehrlich. Such terms will be reported on a Current Report on Form 8-K once agreed.
Item 8.01 Other Events.
On December 6, 2024, the Company
issued a press release announcing Mr. Ehrlich’s appointment as the Chief Executive Officer. The full text of
the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
The following exhibits are furnished herewith:
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 6, 2024 |
CERO THERAPEUTICS HOLDINGS, INC. |
| |
|
|
| |
By: |
/s/ Chris Ehrlich |
| |
Name: |
Chris Ehrlich |
| |
Title: |
Chief Executive Officer |
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
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 5.03. Amendments to Articles of Incorporation or Bylaws; Change
in Fiscal Year.
On January 6, 2025, CERo
Therapeutics Holdings, Inc. (the “Company”) filed an amendment (the “Certificate of Amendment”) to its Second
Amended and Restated Certificate of Incorporation, as amended and/or restated from time to time, to effectuate a reverse stock split of
the Company’s issued and outstanding shares of common stock, par value $0.0001 per share (the “Common Stock”).
As previously disclosed,
at its Autumn 2024 Special Meeting of Stockholders held on November 11, 2024 (the “Special Meeting”), and upon the recommendation
of the Company’s Board of Directors (the “Board”), the Company’s stockholders approved a certificate of amendment
to effect a reverse stock split of the Common Stock at a ratio ranging from any whole number between 1-for-25 and 1-for-150, as determined
by the Board in its discretion, subject to the Board’s authority to abandon such amendment (the “Charter Amendment”).
The Charter Amendment was
described in detail under “Proposal No. 1: Reverse Stock Split Proposal” beginning on page 10 of the Company’s definitive
proxy statement filed with the Securities and Exchange Commission on October 15, 2024 (the “Proxy Statement”) in connection
with the Annual Meeting. The text of the Charter Amendment was included in Appendix A of the Proxy Statement.
On December 25, 2024, the
Board approved a reverse stock split of the Common Stock at a ratio of 1-for-100. Effective as of 12:01 a.m. Eastern Time on January 8,
2025, the Company filed the Charter Amendment and effected a 1-for-100 reverse stock split of its shares of Common Stock (the “Reverse
Stock Split”).
As a result of the Reverse
Stock Split, every 100 shares of the Company’s Common Stock issued or outstanding were automatically reclassified into one validly
issued, fully-paid and non-assessable new share of Common Stock, subject to the treatment of fractional shares as described below, without
any action on the part of the holders. Proportional adjustments were made to the number of shares of Common Stock awarded and available
for issuance under the Company’s equity incentive plans, as well as the exercise price and the number of shares issuable upon the
exercise or conversion of the Company’s outstanding stock options and other equity securities under the Company’s equity incentive
plans. Additionally, all outstanding shares of preferred stock were adjusted in accordance with their terms, which resulted, among other
changes to the preferred stock terms, in proportionate adjustments being made to the number of shares issuable upon exercise of such preferred
stock and to the conversion prices of such preferred stock. All outstanding warrants were also adjusted in accordance with their terms,
which resulted, among other changes to the warrant terms, in proportionate adjustments being made to the number of shares issuable upon
exercise of such warrants and to the exercise and redemption prices of such warrants. The shares of Common Stock outstanding following
the Reverse Stock Split remain fully paid and non-assessable. The Reverse Stock Split did not affect the number of authorized shares of
Common Stock or the par value of the Common Stock.
No fractional shares will
be issued in connection with the Reverse Stock Split. Stockholders who would otherwise be entitled to receive fractional shares as a result
of the Reverse Stock Split will automatically be entitled to receive an additional fraction of a share of Common Stock to round up to
the next whole share.
Trading of the Common Stock
on The Nasdaq Global Market commenced on a split-adjusted basis at market open on January 8, under the existing trading symbol “CERO.”
The new CUSIP number for the Company’s Common Stock following the Reverse Stock Split is 71902K303.
The foregoing description
of the Charter Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the certificate
of amendment, a copy of which is filed as Exhibit 3.1 to this Form 8-K and is incorporated herein by reference.
Item 8.01 Other Events.
On January 6, 2025, the Company issued a press
release announcing the Reverse Stock Split and other related information. A copy of the press release is furnished herewith as Exhibit
99.1 to this Current Report on Form 8-K.
Cautionary Note Regarding Forward Looking Statements
This communication contains
statements that are forward-looking and as such are not historical facts. This includes, without limitation, statements regarding the
Company’s expectations about the effects of the Reverse Stock Split, including the trading of the Company’s common stock on
The Nasdaq Global Market following the Reverse Stock Split. These statements constitute projections, forecasts and forward-looking statements,
and are not guarantees of performance. Such statements can be identified by the fact that they do not relate strictly to historical or
current facts. When used in this communication, words such as “anticipate,” “believe,” “continue,”
“could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,”
“possible,” “potential,” “predict,” “project,” “should,” “strive,”
“would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that
a statement is not forward-looking. When the Company discusses its strategies or plans, it is making projections, forecasts or forward-looking
statements. Such statements are based on the beliefs of, as well as assumptions made by and information currently available to, the Company’s
management.
Actual results could differ
from those implied by the forward-looking statements in this communication. Certain risks that could cause actual results to differ include,
among others: outcomes of the Company’s planned clinical trials and studies may not be favorable; that one or more of the Company’s
product candidate programs will not proceed as planned for technical, scientific or commercial reasons; availability and timing of results
from preclinical studies and clinical trials; uncertainty about regulatory approval to conduct clinical trials or to market a products;
uncertainties regarding intellection property protection; and those set forth in the Company’s filings with the Securities and Exchange
Commission, including its Annual Report on Form 10-K, filed on April 2, 2024, and the documents incorporated by reference therein. The
risks described in the Company’s filings with the Securities and Exchange Commission are not exhaustive. New risk factors emerge
from time to time, and it is not possible to predict all such risk factors, nor can the Company assess the impact of all such risk factors
on its business, or the extent to which any factor or combination of factors may cause actual results to differ materially from those
contained in any forward-looking statements. Forward-looking statements are not guarantees of performance. You should not put undue reliance
on these statements, which speak only as of the date hereof. All forward-looking statements made by the Company or persons acting on its
behalf are expressly qualified in their entirety by the foregoing cautionary statements. The Company undertakes no obligation to update
or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, except as required
by law.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
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 6, 2025 |
CERO THERAPEUTICS HOLDINGS, INC. |
| |
|
|
| |
By: |
/s/ Chris Ehrlich |
| |
Name: |
Chris Ehrlich |
| |
Title: |
Chief Executive Officer |
CERo Therapeutics (NASDAQ:CEROW)
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