Cero Therapeutics Holdings, INC. 8-K Filing

Key Financial Figures

• $0.0001 — ch registered Common stock, par value $0.0001 per share CERO None Warrants, eac
• $25.0 million — l to the Investor up to an aggregate of $25.0 million of the Company's outstanding common sto
• $4.4 million — for aggregate proceeds of approximately $4.4 million pursuant to the February Purchase Agree
• $3.1 million — for aggregate proceeds of approximately $3.1 million pursuant to the November Purchase Agree
• $2.90 million — for aggregate proceeds of approximately $2.90 million pursuant to the July 2025 Purchase Agre
• $25,000,000 — chase from the Company, an aggregate of $25,000,000 of the Company's outstanding shares of
• $14,591,939 — r shall purchase from the Company up to $14,591,939 of the Company's outstanding shares of
• $0 — ommon Stock is equal to or greater than $0.02, the Company shall have the right, b
• $100,000 — wer of 10,000 shares of Common Stock or $100,000 (provided that all shares of Common Sto
• $0.02 — ommon Stock is equal to or greater than $0.02 and such business day is also the Purch
• $10,000,000 — itional VWAP Purchases shall not exceed $10,000,000 in the aggregate for such VWAP Purchase

Filing Documents

• ea0267798-8k_cero.htm (8-K) — 35KB
• ea026779801ex10-1_cero.htm (EX-10.1) — 435KB
• ea026779801ex10-2_cero.htm (EX-10.2) — 137KB
• 0001213900-25-116971.txt ( ) — 934KB
• cero-20251126.xsd (EX-101.SCH) — 4KB
• cero-20251126_def.xml (EX-101.DEF) — 26KB
• cero-20251126_lab.xml (EX-101.LAB) — 36KB
• cero-20251126_pre.xml (EX-101.PRE) — 25KB
• ea0267798-8k_cero_htm.xml (XML) — 6KB

01. Entry into a Material Definitive Agreement

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 Purchase Agreement"), November 8, 2024 (the "November 2024 Purchase Agreement") and July 11, 2025 (the "July 2025 Purchase Agreement" and, collectively with the February 2024 Purchase Agreement and November 2024 Purchase Agreement, the "Prior Purchase Agreements"), pursuant to which, upon the terms and subject to the conditions and limitations set forth in such Prior Purchase Agreements, the Company may issue and sell to the Investor up to an aggregate of $25.0 million of the Company's outstanding common stock, par value $0.0001 per share (the "Common Stock"). As of November 26, 2025, the Company has issued and sold (i) 11,689 shares of Common Stock for aggregate proceeds of approximately $4.4 million pursuant to the February Purchase Agreement, (ii) 100,581 shares of Common Stock for aggregate proceeds of approximately $3.1 million pursuant to the November Purchase Agreement and (iii) 12,500,000 shares of Common Stock for aggregate proceeds of approximately $2.90 million pursuant to the July 2025 Purchase Agreement. Accordingly, in order to enable the Company to issue and sell and the Investor to purchase from the Company, an aggregate of $25,000,000 of the Company's outstanding shares of Common Stock, the Company and the Investor have entered into the new Purchase Agreement described below. On November 26, 2025, the Company entered into a purchase agreement (the "Purchase Agreement") with the Investor, pursuant to which the Company may issue and sell to the Investor, from time to time as provided in the Purchase Agreement, and the Investor shall purchase from the Company up to $14,591,939 of the Company's outstanding shares of Common Stock, subject to the satisfaction of

01. Financial

Item 9.01. Financial (d) Exhibits. Exhibit No. Description 10.1* Common Stock Purchase Agreement, by and between CERo Therapeutics Holdings, Inc., and an institutional investor, dated as of November 26, 2025 10.2* Registration Rights Agreement, by and between CERo Therapeutics Holdings, Inc., and an institutional investor, dated as of November 26, 2025. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). * Filed herewith. 2 SIGNATURE 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. CERO THERAPEUTICS HOLDINGS, INC. By: /s/ Chris Ehrlich Name: Chris Ehrlich Title: Chief Executive Officer Dated: December 2, 2025 3

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