CERo Therapeutics Holdings Inc美股招股说明书(2025-11-20版)

Prospectus Supplement No. 6(To Prospectus dated July 21, 2025, as supplemented by Prospectus Supplement No. 1, dated August 22, 2025Prospectus Supplement No. 2, dated September 4, 2025Prospectus Supplement No. 3, dated September 5, 2025Prospectus Supplement No. 4, dated October 23, 2025Prospectus Supplement No. 5, dated October 30, 2025) CERO THERAPEUTICS HOLDINGS, INC.12,500,000 Shares of Common Stock This prospectus supplement no. 6 (this “Prospectus Supplement”) amends and supplements the prospectus dated July 21, 2025 (as maybe supplemented or amended from time to time, the “Prospectus”) which forms part of our Registration Statement on Form S-1(Registration Statement No. 333-288816). This Prospectus Supplement is being filed to update and supplement the informationincluded or incorporated by reference in the Prospectus with the information contained in the attached Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission (the “Securities and Exchange Commission”) on November 19, 2025 (the“Form 10-Q”). Accordingly, we have attached the Form 10-Q 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 traded on OTC Pink Sheets (“OTC”) under the symbols “CERO” and “CEROW,”respectively. On November 19, 2025, the last quoted bid price of our common stock as reported on OTC was $0.06 per share and thelast quoted bid price of our public warrants as reported on OTC was $0.009 per warrant. We are an “emerging growth company” under applicable federal securities laws and will be subject to reduced publiccompany reporting requirements. Investing in our securities involves a high degree of risk. Before buying any securities, you should carefully read the discussionof 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 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 November 20, 2025. UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549 FORM 10-Q Commission File No. 001-40877 Securities registered pursuant to Section 12(b) of the Act: Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),and (2) has been subject to such filing requirements for the past 90 days. Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule 405 of Regulation S-T(§232.405 of this chapter) during the preceding 12 months (or for such shorter period that theregistrant was required to submit such files). Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smallerreporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smallerreporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act): Yes☐No☒ As of November 19, 2025, there were 21,102,671 shares of Common Stock, par value $0.0001 per share, issued and outstanding. CERO THERAPEUTICS HOLDINGS, INC.FORM 10-QFOR THE QUARTER ENDED SEPTEMBER 30, 2025 TABLE OF CONTENTS PagePART 1 - FINANCIAL INFORMATION1Item 1.Financial Statements (Unaudited)1Condensed Consolidated Balance Sheets as of September 30, 2025 and December 31, 20241Condensed Consolidated Statements of Operations for the Three and Nine Months Ended September 30, 2025(Successor), the Three Months Ended September 30, 2024, Period from February 14, 2024 through September30, 2024 (Successor),and January 1, 2024 through February 13, 2024 (Predecessor)2Condensed Consolidated Statements of Convertible Preferred Stock and Stockholders’ Deficit for the Three andNine Month