CERo Therapeutics Holdings Inc. 美股招股说明书（2026年6月26日版）

Filed Pursuant to Rule 424(b)(3)Registration No. 333-291984 Prospectus Supplement No. 13(To Prospectus dated December 5, 2025, as supplemented by Prospectus Supplement No. 1 dated December 19, 2025Prospectus Supplement No. 2 dated January 8, 2026Prospectus Supplement No. 3 dated February 3, 2026Prospectus Supplement No. 4 dated February 4, 2026Prospectus Supplement No. 5 dated February 20, 2026Prospectus Supplement No. 6 dated March 11, 2026Prospectus Supplement No. 7 dated April 14, 2026Prospectus Supplement No. 8 dated April 15, 2026Prospectus Supplement No. 9 dated May 1, 2026Prospectus Supplement No. 10 dated May 1, 2026 CERO THERAPEUTICS HOLDINGS, INC.729,596,950 Shares of Common Stock This prospectus supplement no. 13 (this “Prospectus Supplement”) amends and supplements the prospectus dated December 5, 2025(as may 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 June 26, 2026 (the “Form 8-K”). 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 June 25, 2026, the last quoted bid price of our common stock as reported on OTCQB was $0.0100 pershare and the last quoted bid price of our public warrants as reported on OTCID was $0.0015 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 June 26, 2026. 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) ☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) 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. On June 23, 2026, CERo Therapeutics Holdings, Inc., a Delaware corporation (the “Company”) entered into an amended and restatedpromissory note (the “Note”) with SRX Health Solutions, Inc. (“Lender”), which amends and restates in its entirety that certainpromissory note issued by the Company in favor of the Lender on May 28, 2026 (the “Original Note”). Pursuant to the Note, theCompany may borrow, from time to time thereunder, up to a maximum aggregate amount not to exceed a sum of $1,413,600 (the“Maximum Loan Amount”). Of the Maximum Loan Amount, $750,000 was funded pursuant to the Original Note, and an additional$663,600 was funded on June 23, 2026. The Note bears interest at a rate of 10% per annum, matures on May 28, 2027, and isconvertible into shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”). At any time after the Pursuant to the terms of the Note, the Company shall prepare and file with the U.S. Securities and Exchange Commission (the “SEC”),a registration statement on Form S-1 or S-3, covering the resale of all of the shares of Common Stock issuable upon the conversion of The issuance of the Note was made in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Actof 1933, as ame