CERo Therapeutics Holdings Inc美股招股说明书(2024-12-05版)

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 to Keystone, including (i) 208,635,705 shares ofCommon Stock that we may elect, in our sole discretion, to issue and sell to Keystone, from time to timefrom and after the Keystone Commencement Date (as defined below) pursuant to a Common StockPurchase Agreement, dated as of November 8, 2024, by and between us and Keystone (the “New KeystonePurchase Agreement”) and (ii) 1,364,295 shares of Common Stock that have been issued to Keystonepursuant to a Common Stock Purchase Agreement, dated as of February 14, 2024, by and between us andKeystone (the “Old Keystone Purchase Agreement” and, together with the New Keystone PurchaseAgreement, the “Keystone Purchase Agreements”), as consideration for it establishing an equity line ofcredit (the “Keystone Equity Financing”). As of the date of this prospectus, we have issued and sold 23,377,921 shares of Common Stock (the“Old Keystone Purchase Shares”) for aggregate proceeds of $4,410,616 under the Keystone EquityFinancing. We previously filed a registration statement on Form S-1 (File No. 333-278603), which wasdeclared effective by the SEC on May 1, 2024, and remains in effect (the “Prior Registration Statement”),with respect to up to (i) 25,000,000 Keystone Purchase Shares and (ii) 619,050 Keystone CommitmentShares. The actual number of shares of our Common Stock issuable will vary depending on the then-currentmarket price of shares of our Common Stock sold to Keystone under the Keystone Purchase Agreements,but will not exceed the number set forth in the preceding sentences unless we file an additional registrationstatement under the Securities Act of 1933, as amended (the “Securities Act”), with the Securities andExchange Commission (the “SEC”). See “The Committed Equity Financing” for a description of theKeystonePurchase Agreements and“Selling Securityholder”for additional information regardingKeystone. We are not selling any securities under this prospectus and will not receive any of the proceeds fromthe sale of the shares of our Common Stock by Keystone. Additionally, we will not receive any proceedsfrom the issuance or sale of the Keystone Commitment Shares. We may receive up to $25.0 million inaggregate gross proceeds from Keystone under the Keystone Purchase Agreements (as defined below) inconnection with sales of the shares of our Common Stock to Keystone pursuant to the Keystone PurchaseAgreements, including the Old Keystone Purchase Shares and any shares of our Common Stock sold afterthe date of this prospectus. However, the actual proceeds from Keystone may be less than this amountdepending on the number of shares of our Common Stock sold and the price at which the shares of ourCommon Stock are sold. As of November 21, 2024, there were 278,857,958 shares of Common Stock outstanding on a fully-diluted basis after giving effect to the conversion of all outstanding shares of our Series A Preferred Stock,Series B Preferred Stock and Series C Preferred Stock (each as defined below) and the exercise of alloutstanding Warrants and options (as defined below), of which 152,236,773 shares were held by non-affiliates (without taking into account beneficial ownership or stock exchange limitations). If all of the210,000,000 shares of our Common Stock offered for resale by Keystone under this prospectus were issued and outstanding as of November 21, 2024 (without taking into account beneficial ownership or stockexchange limitations), such shares would represent approximately 43.0% of total number of shares of ourfully-diluted Common Stock outstanding and approximately 58.3% of the total number of shares of ourfully-diluted Common Stock outstanding held by non-affiliates. This prospectus provides you with a general description of such securities and the general manner inwhich Keystone may offer or sell the securities. More specific terms of any securities that Keystone mayoffer or sell may be provided in a prospectus supplement that describes, among other things, the specificamounts and prices of the securities being offered and the terms of the offering. The prospectus supplementmay also add, update or change information contained in this prospectus. Keystone may offer, sell or distribute all or a portion of the shares of our Common Stock acquiredunder the Keystone Purchase Agreements and hereby registered publicly or through private transactions atprevailing market prices or at negotiated prices. We will bear all costs, expenses and fees in connectionwith the registration of the shares of our Common Stock, including with regard to compliance with statesecurities or “blue sky” laws. The timing and amount of any sales are within the sole discr