CERo Therapeutics Holdings Inc美股招股说明书(2025-07-14版)

may be supplemented or amended from time to time, the “Prospectus”), which forms part of our Post-Effective Amendment No. 1 toRegistration Statement on Form S-1 (Registration Statement No. 333-283492). This Prospectus Supplement is being filed to updateand supplement the information included or incorporated by reference in the Prospectus with the information contained in the attachedCurrent Reports on Form 8-K, filed with the Securities and Exchange Commission (the “Securities and Exchange Commission”) on This Prospectus Supplement updates and supplements the information in the Prospectus and is not complete without, and may not bedelivered or utilized except in combination with, the Prospectus, including any amendments or supplements thereto. This ProspectusSupplement should be read in conjunction with the Prospectus, and if there is any inconsistency between the information in theProspectus and this Prospectus Supplement, you should rely on this Prospectus Supplement. We are an “emerging growth company” under applicable federal securities laws and will be subject to reduced publiccompany reporting requirements. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of thesecurities to be issued under the Prospectus or determined if the Prospectus is truthful or complete. Any representation to thecontrary is a criminal offense. The date of this Prospectus Supplement is July 14, 2025. a letter (the “Bid Price Requirement Letter”) from the Listing Qualifications Department (the “Staff”) at The Nasdaq Stock Market(“Nasdaq”) notifying the Company that, for the 30 consecutive business day period between April 25, 2025 through June 9, 2025, the closing bid price for the Company’s common stock, par value $0.0001 per share (the “Common Stock”) was below the minimum$1.00 per share required for continued listing on The Nasdaq Capital Market set forth in Nasdaq Listing Rule 5550(a)(2), which isrequired for continued listing of the Common Stock on Nasdaq (the “Bid Price Requirement”). Pursuant to Section 13 or Section 15(d)of the Securities Exchange Act of 1934Date of Report (Date of earliest event reported): July 11, 2025CERO THERAPEUTICS HOLDINGS, INC. 201 Haskins Way, Suite 230, South San Francisco, CA94080(Address of principal executive offices)(Zip Code)(650) 407-2376 Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrantunder any of the following provisions: 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)) Title of each classTrading Symbol(s)registeredCommon stock, par value $0.0001 pershareCERONASDAQ Global MarketWarrants, each whole warrant exercisablefor one two-thousandths of a share ofcommon stockCEROWNASDAQ Capital Market If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for (the “Investor”) entered into a common stock purchase agreement on each of February 14, 2024 (the “February Purchase Agreement”)and November 8, 2024 (the “November Purchase Agreement” and, collectively, the “Prior Purchase Agreements”), pursuant to which,upon the terms and subject to the conditions and limitations set forth in such Prior Purchase Agreements, the Company may issue andsell to the Investor up to an aggregate of $25.0 million of the Company’s outstanding common stock, par value $0.0001 per share (the“Common Stock”). As of June 30, 2025, the Company has issued and sold (i) 11,689 shares of Common Stock for aggregate proceeds On July 11, 2025, the Company entered into a purchase agreement (the “Purchase Agreement”) with the Investor, pursuant to whichthe Company may issue and sell to the Investor, from time to time as provided in the Purchase Agreement, and the Investor shallpurchase from the Company up to $17,490,897 of the Company’s outstanding shares of Common Stock, minus any additionalproceeds received from the sale of shares of Common Stock pursuant to the November Purchase Agreement after June 30, 2025 and As the Purchase Agreement constitutes a continuation of the equity line program commenced under the Prior Purchase Agreement, theCommitment Shares issued to the Investor pursuant to the Prior Purchase Agreement shall satisfy in full the Company’s obligation to At any time from and after the Commencement Date, on any business day on which the closing sale price of the Common Stock isequal to or greater than $0.01, the Company shall have the right, but not the obligation, to direct the Investor, by its delivery of a Fixed Date in accordance with the Purchase Agreement; provided, however, that the Investor’s committed obligation under any single FixedPurchase shall not exceed the lower of 10,000 shares of Common Stock or $100,000 (provided that all shares of