Cero Therapeutics (OTCQB: CERO) adds 8-K poster to S-1 supplement

Rhea-AI Filing Summary

Cero Therapeutics Holdings, Inc. has registered 729,596,950 shares of common stock under a Form S-1, and this Prospectus Supplement No. 4 updates that registration by incorporating information from a newly filed Current Report on Form 8-K.

The 8-K adds a poster presentation that the company prepared for the Transplantation and Cellular Therapy Meetings beginning on February 4, 2026, filed as Exhibit 99.1. Cero’s common stock trades on OTCQB under “CERO” and its public warrants trade on OTCID under “CEROW.” On February 3, 2026, the last quoted bid prices were $0.05 per share of common stock and $0.0068 per warrant.

The company is classified as an emerging growth company and highlights that investing in its securities involves a high degree of risk, directing readers to the Risk Factors section of the base prospectus. The poster is described as summary information and is intended to be read together with the company’s other SEC filings and public announcements.

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Accepted by SEC EDGAR 02/04/2026 - 09:18 AM Learn about SEC filing dates

FAQ

What does CERO Therapeutics' Prospectus Supplement No. 4 cover?

Prospectus Supplement No. 4 updates Cero Therapeutics' Form S-1 by incorporating a new Form 8-K. That 8-K adds a poster presentation prepared for the Transplantation and Cellular Therapy Meetings, providing additional summary information alongside existing SEC filings and disclosures.

How many CERO Therapeutics shares are registered under this S-1 offering?

Cero Therapeutics has registered 729,596,950 shares of common stock under its Form S-1. This prospectus supplement does not change that amount; it simply adds new information from a Form 8-K, keeping the registration statement current for potential use.

On which markets do CERO Therapeutics securities trade and at what recent prices?

Cero Therapeutics' common stock trades on OTCQB under symbol CERO, and its public warrants trade on OTCID under CEROW. On February 3, 2026, the last quoted bid prices were $0.05 per common share and $0.0068 per warrant, respectively.

What new information is included in CERO Therapeutics' February 2026 Form 8-K?

The February 2026 Form 8-K includes a poster presentation as Exhibit 99.1, prepared for the Transplantation and Cellular Therapy Meetings. The company describes this poster as summary information that should be read together with its other SEC filings and public announcements.

Why does CERO Therapeutics highlight investment risk in this supplement?

Cero Therapeutics states that investing in its securities involves a high degree of risk and directs readers to the Risk Factors section of the base prospectus. As an emerging growth company, it emphasizes careful review of those disclosures before purchasing any registered securities.

How should investors use the poster presentation filed by CERO Therapeutics?

The company explains that the poster presentation should be considered summary information, read within the context of its SEC filings and public announcements. It speaks only as of the Form 8-K date, and the company specifically disclaims any obligation to update it later.

Filed Pursuant to Rule 424(b)(3)

Registration No. 333-291984

Prospectus Supplement No. 4

(To Prospectus dated December 5, 2025, as supplemented by

Prospectus Supplement No. 1 dated December 19, 2025

Prospectus Supplement No. 2 dated January 8, 2026

Prospectus Supplement No. 3 dated February 3, 2026)

CERO THERAPEUTICS HOLDINGS, INC.

729,596,950 Shares of Common Stock

This prospectus supplement no. 4 (this “Prospectus Supplement”) amends and supplements the prospectus dated December 5, 2025 (as may be supplemented or amended from time to time, the “Prospectus”), which forms part of our Registration Statement on Form S-1 (Registration Statement No. 333-291984). This Prospectus Supplement is being filed to update and supplement the information included or incorporated by reference in the Prospectus with the information contained in the attached Current Report on Form 8-K, filed with the Securities and Exchange Commission (the “Securities and Exchange Commission”) on February 4, 2026 (the “Form 8-K”). Accordingly, we have attached the Form 8-K to this Prospectus Supplement.

This Prospectus Supplement updates and supplements the information in the Prospectus and is not complete without, and may not be delivered or utilized except in combination with, the Prospectus, including any amendments or supplements thereto. This Prospectus Supplement should be read in conjunction with the Prospectus, and if there is any inconsistency between the information in the Prospectus and this Prospectus Supplement, you should rely on this Prospectus Supplement.

Our common stock is traded on OTCQB under the symbol “CERO” and our public warrants is traded on OTCID under the symbol “CEROW,” respectively. On February 3, 2026, the last quoted bid price of our common stock as reported on OTCQB was $0.05 per share and the last quoted bid price of our public warrants as reported on OTCID was $0.0068 per warrant.

We are an “emerging growth company” under applicable federal securities laws and will be subject to reduced public company reporting requirements.

Investing in our securities involves a high degree of risk. Before buying any securities, you should carefully read the discussion of the risks of investing in our securities in “Risk Factors” beginning on page 8 of the Prospectus.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the securities to be issued under the Prospectus or determined if the Prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this Prospectus Supplement is February 4, 2026.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or Section 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 4, 2026

CERO THERAPEUTICS HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

Delaware		001-40877		81-4182129
(State or other jurisdiction of incorporation or organization)		(Commission File Number)		(I.R.S. Employer Identification Number)

201 Haskins Way, Suite 230, South San Francisco, CA		94080
(Address of principal executive offices)		(Zip Code)

(650) 407-2376

Registrant’s telephone number, including area code

Not applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.0001 per share		CERO		None
Warrants, each warrant exercisable for one two-thousandths of a share of Common Stock		CEROW		None

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 8.01 Other Information.

CERo Therapeutics Holdings, Inc., a Delaware corporation (the “Company”), has prepared a poster presentation that will be presented at the Transplantation and Cellular Therapy Meetings beginning on February 4, 2026. The poster presentation is filed as Exhibit 99.1 to this Current Report on Form 8-K.

The information contained in the poster presentation is summary information that should be considered within the context of the Company’s filings with the Securities and Exchange Commission and other public announcements that the Company may make by press release or otherwise from time to time. The poster presentation speaks as of the date of this Current Report on Form 8-K. While the Company may elect to update the poster presentation in the future or reflect events and circumstances occurring or existing after the date of this Current Report on Form 8-K, the Company specifically disclaims any obligation to do so.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
99.1		Poster Presentation (February 2026)
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

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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.

Dated: February 4, 2026	CERO THERAPEUTICS HOLDINGS, INC.
	By:	/s/ Chris Ehrlich
	Name:	Chris Ehrlich
	Title:	Chief Executive Officer

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