CERo Therapeutics Holdings Inc美股招股说明书(2025-12-19版)

Prospectus Supplement No. 1 (To Prospectus dated December 5, 2025, as supplemented byProspectus Supplement No. 1 dated December 19, 2025) CERO THERAPEUTICS HOLDINGS, INC.729,596,950 Shares of Common Stock This prospectus supplement no. 1 (this “Prospectus Supplement”) amends and supplements the prospectus dated December 5, 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. 333-291984). 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 Current Report on Form 8-K,filed with the Securities and Exchange Commission (the “Securities and Exchange Commission”) on December 19, 2025 (the “Form 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 is traded on OTCQB under the symbol “CERO” and our public warrants is traded on OTCID under the symbol“CEROW,” respectively. On December 19, 2025, the last quoted bid price of our common stock as reported on OTCQB was $0.0965per share and the last quoted bid price of our public warrants as reported on OTCID was $0.0005 per warrant. 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 19, 2025. Securities registered pursuant to Section 12(b) of the Act: Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 orRule 12b-2 of the Securities Exchange Act of 1934. 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; CompensatoryArrangements of Certain Officers. On December 19, 2025, at the 2025 Special Meeting of Stockholders (the “Special Meeting”) of CERo Therapeutics Holdings, Inc.(the “Company”), the stockholders of the Company approved an amendment (the “Amendment”) to the CERo Therapeutics Holdings,Inc. 2024 Equity Incentive Plan, as amended (the “Plan”), to increase the number of shares of the Company’s common stock, par value A detailed summary of the material features of the Plan is set forth in the Company’s Definitive Proxy Statement on Schedule 14Afiled with the Securities and Exchange Commission on November 28, 2025, as supplemented on December 2, 2025 (the “Proxy The descriptions of the Amendment contained herein and in the Proxy Statement do not purport to be complete and are qualified intheir entirety by reference to the full text of the Amendment, which is attached hereto as Exhibit 10.1 to this Current Report on Form Item 5.07. Submission of Matters to a Vote of Security Holders. On December 19, 2025, the Company held the Special Meeting at 9:00 a.m. Pacific Time for the purposes of considering and votingupon the proposals below. As of the record date of November 14, 2025, there were a total of 20,802,671 shares of Common Stockissued and outstanding and entitled to vote at the Special Meeting. There were 10,988,347 shares of Common Stock present at the Proposal 1.To approve an amendment (the “Charter Amendment”) to the Company’s Second Amended and Restated Certificate ofIncorporation, as amended, to combine outstanding shares of Common Stock into a lesser number of outstanding shares(the “Reverse Stock Split”), by a ratio of not less than one-for-forty and not more than one-for-one-hundred-fifty, with Proposal 2.To approve, subject to certain conditions, the issuance of shares of Common Stock in accordance with Nasdaq ListingRule 5635, upon the conversion of the Company’s Series E convertible preferred stock, par value $0.0001 per share, Proposal 3.To approve the Amendment to the Plan, to increase the number of shares of Common Stock available fo