CERo Therapeutics Holdings Inc美股招股说明书(2025-07-25版)

CERO THERAPEUTICS HOLDINGS, INC. Registration 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”) onJuly 18, 2025 (the “Form 8-K”). Accordingly, we have attached the Form 8-K to this Prospectus Supplement. 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.Our common stock and public warrants are listed on Nasdaq Capital Market (“Nasdaq”) under the symbols “CERO” and “CEROW,” 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 25, 2025. April 21, 2025, as amended by that certain Amendment No. 1 to the Securities Purchase Agreement on June 25, 2025 (collectively, the“Securities Purchase Agreement”) with certain institutional investors (the “Investors”), pursuant to which the Company agreed to issueand sell, in one or more closings, up to 10,000 shares of the Company’s Series D convertible preferred stock, par value $0.0001 per share (the “Common Stock”), in a private placement offering. As previously reported on the Current Report on Form 8-K filed withthe SEC on June 6, 2025 and on June 30, 2025, the Company completed Additional Closings (as defined in the Securities Purchase Agreement) on June 5, 2025, pursuant to which the Company sold an additional 938 shares of Series D Preferred Stock for grossproceeds of approximately $750,400 and on June 25, 2025, pursuant to which the Company sold an additional 2,315 shares of theSeries D Preferred Stock for gross proceeds of approximately $1,852,000. registration under the Securities Act, in reliance on the exemptions provided by Section 4(a)(2) of the Securities Act of 1933, asamended (the “Securities Act”) as a transaction not involving a public offering and Rule 506 promulgated under the Securities Act as sales to accredited investors, and in reliance on similar exemptions under applicable state laws.The description of the terms and conditions of the Securities Purchase Agreement and the Certificate of Designations do not purport tobe complete and each is qualified in its entirety by the full text of Securities Purchase Agreement and the Certificate of Designations,as applicable, which are filed as exhibits to the Company’s Current Reports on Form 8-K filed on April 22, 2025 and June 30, 2025 aswell as on April 25, 2025, respectively.Item 9.01 Financial Statements and Exhibits. April 22, 2025 (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K (File No. 001-40877) filed on April 25, 2025).Securities Purchase Agreement, dated of April 21, 2025, by and among CERo Therapeutics Holdings, Inc., and theinvestors signatory thereto (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K(File No. 001-40877) filed on April 22, 2025).Form of Amendment to the Securities Purchase Agreement (incorporated by reference to Exhibit 10.2 of the Company’sCurrent Report on Form 8-K (File No. 001-40877) filed on June 30, 2025). 2 CERO THERAPEUTICS HOLDINGS, INC.Date: July 18, 2025By:/s/ Chris EhrlichChris EhrlichChief Executive Officer