UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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FORM
CURRENT REPORT
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Item 3.02 Unregistered Sales of Equity Securities.
As previously reported on the Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on April 22, 2025 and June 30, 2025, CERo Therapeutics Holdings, Inc. (the “Company”) entered into the Securities Purchase Agreement on April 21, 2025, as amended by that certain Amendment No. 1 to the Securities Purchase Agreement on June 25, 2025 (collectively, the “Securities Purchase Agreement”) with certain institutional investors (the “Investors”), pursuant to which the Company agreed to issue and sell, in one or more closings, up to 10,000 shares of the Company’s Series D convertible preferred stock, par value $0.0001 per share (the “Series D Preferred Stock”), which are convertible into shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), in a private placement offering. As previously reported on the Current Report on Form 8-K filed with the SEC on June 6, 2025 and on June 30, 2025, the Company completed Additional Closings (as defined in the Securities Purchase Agreement) on June 5, 2025, pursuant to which the Company sold an additional 938 shares of Series D Preferred Stock for gross proceeds of approximately $750,400 and on June 25, 2025, pursuant to which the Company sold an additional 2,315 shares of the Series D Preferred Stock for gross proceeds of approximately $1,852,000.
On July 18, 2025, pursuant to the Securities Purchase Agreement, the Company and certain Investors, mutually agreed to effect, and effected, an Additional Closing, with respect to 497 additional shares of Series D Preferred Stock for gross proceeds of approximately $397,600. The rights, preferences and privileges of the Series D Preferred Stock are set forth in the certificate of designations of rights and preferences of the Series D Preferred Stock (the “Certificate of Designations”), filed with the Secretary of State of the State of Delaware on April 22, 2025. The offering and sale of the shares of Series D Preferred Stock were issued and, upon conversion of the Series D Preferred Stock, the shares of Common Stock underlying the Series D Preferred Stock will be issued, in each case, without registration under the Securities Act, in reliance on the exemptions provided by Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”) as a transaction not involving a public offering and Rule 506 promulgated under the Securities Act as sales to accredited investors, and in reliance on similar exemptions under applicable state laws.
The description of the terms and conditions of the Securities Purchase Agreement and the Certificate of Designations do not purport to be complete and each is qualified in its entirety by the full text of Securities Purchase Agreement and the Certificate of Designations, as applicable, which are filed as exhibits to the Company’s Current Reports on Form 8-K filed on April 22, 2025 and June 30, 2025 as well as on April 25, 2025, respectively.
Item 9.01 Financial Statements and Exhibits.
(d)
† | Certain portions of this document that constitute confidential information have been redacted pursuant to Item 601(b)(10) of Regulation S-K. |
* | Filed herewith. |
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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.
CERO THERAPEUTICS HOLDINGS, INC. | ||
Date: July 18, 2025 | By: | /s/ Chris Ehrlich |
Chris Ehrlich | ||
Chief Executive Officer |
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