Cero Therapeutics Reports Unregistered Equity Sales

TL;DR

Cero Therapeutics sold unregistered equity, watch for dilution.

AI Summary

Cero Therapeutics Holdings, Inc. filed an 8-K on January 10, 2025, reporting unregistered sales of equity securities that occurred on January 6, 2025. The filing details the company's common stock and warrants, with a par value of $0.0001 per share for common stock.

Why It Matters

This filing indicates potential dilution for existing shareholders due to the issuance of new equity securities without prior registration.

Risk Assessment

Risk Level: medium — Unregistered sales can lead to dilution and potential legal/regulatory scrutiny.

Key Numbers

• 0.0001 — Common Stock Par Value (Indicates the nominal value assigned to each share of common stock.)

Key Players & Entities

• CERO THERAPEUTICS HOLDINGS, INC. (company) — Registrant
• January 6, 2025 (date) — Date of earliest event reported
• January 10, 2025 (date) — Filing date
• 0.0001 (dollar_amount) — Par value per share of common stock

FAQ

Key Financial Figures

• $0.0001 — ch registered Common Stock, par value $0.0001 per share CERO NASDAQ Global Market
• $625,000 — Stock with an aggregate stated value of $625,000, at an exercise price of $800 per share
• $800 — ue of $625,000, at an exercise price of $800 per share (the "Warrant Exercises"), re
• $500,000 — ted value thereof. The Company received $500,000 of cash proceeds from the Warrant Exerc
• $0.0582 — Common Stock, with an exercise price of $0.0582 per share, which was the closing price

Filing Documents

• ea0227335-8k_cerotherap.htm (8-K) — 26KB
• 0001213900-25-002339.txt ( ) — 240KB
• cero-20250106.xsd (EX-101.SCH) — 4KB
• cero-20250106_def.xml (EX-101.DEF) — 26KB
• cero-20250106_lab.xml (EX-101.LAB) — 36KB
• cero-20250106_pre.xml (EX-101.PRE) — 25KB
• ea0227335-8k_cerotherap_htm.xml (XML) — 6KB

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities On January 6, 2025, a holder of warrants ("Preferred Warrants") to purchase shares of Series A Preferred Stock, par value $0.0001 per share ("Series A Preferred Stock") of CERo Therapeutics Holdings, Inc. (the "Company"), exercised 625 Preferred Warrants for shares of Series A Preferred Stock with an aggregate stated value of $625,000, at an exercise price of $800 per share (the "Warrant Exercises"), reflecting the 20% original issue discount applicable to the issuance of shares of Series A Preferred Stock relative to the stated value thereof. The Company received $500,000 of cash proceeds from the Warrant Exercises. Such holder converted the shares of Series A Preferred Stock into an aggregate of 16,385,275 shares of common stock, par value $0.0001 per share ("Common Stock") of the Company. The receipt of such proceeds was included in the cash balance of the Company as of January 7, 2025 previously reported on a Current Report on Form 8-K. In connection therewith, on January 6, 2025, the Company issued warrants to purchase an aggregate of 16,385,275 shares of Common Stock, with an exercise price of $0.0582 per share, which was the closing price of the Common Stock on Nasdaq on January 3, 2025, to such holder as a condition to the Warrant Exercises thereby. Such shares were issued in reliance upon the exemption from registration set forth in Section 4(a)(2) of the Securities Act of 1933, as amended. 1

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Date: January 10, 2025 CERO THERAPEUTICS HOLDINGS, INC. By: /s/ Chris Ehrlich Name: Chris Ehrlich Title: Chief Executive Officer 2

View Full Filing

View this 8-K filing on SEC EDGAR