CERo Therapeutics Holdings Inc美股招股说明书(2025-12-02版)

Filed Pursuant to Rule 424(b)(3)Registration No. 333-283492 Prospectus Supplement No. 13 (To Prospectus dated May 23, 2025, as supplemented byProspectus Supplement No. 1 dated June 6, 2025Prospectus Supplement No. 2 dated June 16, 2025Prospectus Supplement No. 3 dated June 25, 2025Prospectus Supplement No. 4 dated July 2, 2025Prospectus Supplement No. 5 dated July 14, 2025Prospectus Supplement No. 6 dated July 25, 2025Prospectus Supplement No. 7 dated August 22, 2025Prospectus Supplement No. 8 dated September 4, 2025Prospectus Supplement No. 9 dated September 5, 2025Prospectus Supplement No. 10 dated October 23, 2025 CERO THERAPEUTICS HOLDINGS, INC.2,100,000 Shares of Common Stock This prospectus supplement no. 13 (this “Prospectus Supplement”) amends and supplements the prospectus dated May 23, 2025 (asmay be supplemented or amended from time to time, the “Prospectus”), which forms part of our Registration Statement on Form S-1(Registration Statement No. 333-283492), as amended by Post-Effective Amendment No. 1 thereto. This Prospectus Supplement isbeing filed to update and supplement the information included or incorporated by reference in the Prospectus with the informationcontained in the attached Current Report on Form 8-K, filed with the Securities and Exchange Commission (the “Securities and 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 the Our common stock and public warrants are traded on OTC Pink Sheets (“OTC”) under the symbols “CERO” and “CEROW,”respectively. On December 1, 2025, the last quoted bid price of our common stock as reported on OTC was $0.07 per share and the We are an “emerging growth company” under applicable federal securities laws and will be subject to reduced public companyreporting 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 December 2, 2025. 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: ☐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) Securities registered pursuant to Section 12(b) of the 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.☐ Item 1.01. Entry into a Material Definitive Agreement. As previously disclosed, CERo Therapeutics Holdings, Inc., a Delaware corporation (the “Company”) and an institutional investor (the“Investor”) entered into a common stock purchase agreement on each of February 14, 2024 (the “February 2024 PurchaseAgreement”), November 8, 2024 (the “November 2024 Purchase Agreement”) and July 11, 2025 (the “July 2025 PurchaseAgreement” and, collectively with the February 2024 Purchase Agreement and November 2024 Purchase Agreement, the “PriorPurchase Agreements”), pursuant to which, upon the terms and subject to the conditions and limitations set forth in such PriorPurchase Agreements, the Company may issue and sell to the Investor up to an aggregate of $25.0 million of the Company’soutstanding common stock, par value $0.0001 per share (the “Common Stock”). As of November 26, 2025, the Company has issuedand sold (i) 11,689 shares of Common Stock for aggregate proceeds of approximately $4.4 million pursuant to the February Purchase On November 26, 2025, the Company entered into a purchase agreement (the “Purchase Agreement”) with the Investor, pursuant towhich the 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 $14,591,939 of the Company’s outstanding shares of Common Stock, subject to the satisfaction of 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 o