SC 13G: CERO THERAPEUTICS HOLDINGS, INC.

AI Summary

SC 13G filing by CERO THERAPEUTICS HOLDINGS, INC..

Risk Assessment

Risk Level: low

Filing Documents

• d815629dsc13g.htm (SC 13G) — 38KB
• 0001193125-24-278794.txt ( ) — 40KB

From the Filing

SC 13G 1 d815629dsc13g.htm SC 13G SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* CERo Therapeutics Holdings, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 58953M106 (CUSIP Number) December 10, 2024 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: Rule 13d-1(b) Rule 13d-1(c) Rule 13d-1(d) * The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. The information required in the remainder of this cover page shall not be deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes ). CUSIP No. 58953M106 1. Names of Reporting Persons Lawrence Corey 2. Check the Appropriate Box if a Member of a Group (see instructions) (a)(b) 3. SEC USE ONLY 4. Citizenship or Place of Organization United Number of Shares Beneficially Owned by Each Reporting Person With: 5. Sole Voting Power 8,529,316 shares (1) 6. Shared Voting Power 0 7. Sole Dispositive Power 8,529,316 shares (1) 8. Shared Dispositive Power 0 9. Aggregate Amount Beneficially Owned by Each Reporting Person 8,529,316 shares (1) 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see instructions) 11. Percent of Class Represented by Amount in Row 9 5.7% (2) 12. Type of Reporting Person (see instructions) IN (1) Includes (1) 8,454,339 shares of Common Stock held directly by Lawrence Corey and (2) 74,977 shares of Common Stock issuable upon the exercise of warrants exercisable within 60 days of December 10, 2024. (2) The percentage was based on 150,312,572 shares of Common Stock that were outstanding as of November 19, 2024, as set forth in the Issuers Quarterly Report on Form 10-Q/A as filed with the SEC on November 20, 2024. Item1(a). Name of Issuer: CERo Therapeutics Holdings, Inc. Item1(b). Address of Issuers Principal Executive Offices: 201 Haskins Way, Suite 230, South San Francisco, CA 94080 Item2(a). Name of Person Filing: Lawrence Corey Item2(b). Address of Principal Business Office or, if none, Residence: The address and principal business office of the Reporting Person is: 8033 SE 45th Street Mercer Island, WA 98040 Item2(c). Citizenship: Lawrence Corey is a U.S. citizen. Item2(d). Title of Class of Securities: Common Stock Item2(e). CUSIP Number: 58953M106 Item3. If this statement is filed pursuant to 240.13d-1(b), or 240.13d-2(b) or (c), check whether the person filing is a: (a) Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o); (b) Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); (c) Insurance company as defined in section 3(a)19) of the Act (15 U.S.C. 78c); (d) Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); (e) An investment adviser in accordance with 240.13d-1(b)(1)(ii)(E); (f) An employee benefit plan or endowment fund in accordance with 240.13d-1(b)(1)(ii)(F); (g) A parent holding company or control person in accordance with 240.13d-1(b)(1)(ii)(G); (h) A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); (i) A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); (j) A non-U.S. institution in accordance with 240.13d1(b)(1)(ii)(J); (k) Group, in accordance with 240.13d1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with 240.13d1(b)(1)(ii)(J), please specify the type of institution: Item4. Provide the following information regarding the aggregate number and percentage of the class of securities of the Issuer identified in Item 1. (a) Amount Beneficially Owned: See Row 9 of cover page for Reporting Person. (b) Percent of Class: See Row 11 of cover page for Reporting Person (c) Number of shares as to which the person has: (i) Sole power to vote or to direct the vote: See Row 5 of cover page for Reporting Person. (ii) Shared power to vote or to direct the vote: See Row 6 of cover page for Reporting Person. (iii) Sole power to dispose or to direct the disposition of: See Row 7 of cover page for Reporting Person. (iv) Shared power to dispose or to direct the disposition of: See Row 8 of cover page for Reporting Person. Item5. If this statement is being filed t

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