Cero Therapeutics Holdings, INC. 8-K Filing

Ticker: CEROW · Form: 8-K · Filed: Dec 19, 2025 · CIK: 1870404

Sentiment: neutral

Filing Stats: 971 words · 4 min read · ~3 pages · Grade level 11.5 · Accepted 2025-12-19 16:49:16

Key Financial Figures

Filing Documents

02 Departure of Directors or Certain Officers; Election of

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements 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 $0.0001 per share ("Common Stock"), available for issuance under the Plan and the number of shares that may be issued pursuant to incentive stock options by an additional 32,000,000 shares. A detailed summary of the material features of the Plan is set forth in the Company's Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on November 28, 2025, as supplemented on December 2, 2025 (the "Proxy Statement") under the caption "Proposal No. 3: Plan Share Increase Proposal," which description is incorporated herein by reference. The descriptions of the Amendment contained herein and in the Proxy Statement do not purport to be complete and are qualified in their entirety by reference to the full text of the Amendment, which is attached hereto as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

07. Submission of Matters to a Vote of Security Holders

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 voting upon the proposals below. As of the record date of November 14, 2025, there were a total of 20,802,671 shares of Common Stock issued and outstanding and entitled to vote at the Special Meeting. There were 10,988,347 shares of Common Stock present at the Special Meeting in person or represented by proxy, or approximately 52.82% of the shares issued and outstanding and entitled to vote at the Special Meeting, representing a quorum. Capitalized terms used, but not defined herein, shall have the meaning set forth in the Proxy Statement. Proposal 1. To approve an amendment (the "Charter Amendment") to the Company's Second Amended and Restated Certificate of Incorporation, 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 the exact ratio to be set within this range by the Company's Board of Directors in its sole discretion. VOTES FOR ABSTENTIONS VOTES AGAINST 8,012,563 688,702 2,287,082 Proposal 2. To approve, subject to certain conditions, the issuance of shares of Common Stock in accordance with Nasdaq Listing Rule 5635, upon the conversion of the Company's Series E convertible preferred stock, par value $0.0001 per share, issued in a private placement in October 2025, at less than the "minimum price" under Nasdaq Listing Rule 3635(d). VOTES FOR ABSTENTIONS VOTES AGAINST BROKER NON-VOTES 3,304,540 127,164 1,422,195 6,134,448 Proposal 3. To approve the Amendment to the Plan, to increase the number of shares of Common Stock available for issuance under the Plan and the number of shares that may be issued pursuant to incentive stock options by an additional 32,000,000 shares.

01. Financial

Item 9.01. Financial (d) Exhibits . Exhibit No. Description 10.1*+ Fourth Amendment to the CERo Therapeutics Holdings, Inc. 2024 Equity Incentive Plan 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). * Filed herewith. + Indicates management contract or compensatory plan. 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 19, 2025 3

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