CERO Therapeutics (CERO) files prospectus supplement with trial and investor updates
Rhea-AI Filing Summary
CERO Therapeutics Holdings, Inc. has filed a prospectus supplement tied to its Form S-1 registration statement covering 729,596,950 shares of common stock, updating the related prospectus with information from a new Form 8-K.
The Form 8-K notes that the company has released an investor presentation for use in meetings and issued a press release titled “CERo Therapeutics Provides Clinical Update on Phase 1 Trial of CER-1236 in AML (CertainT-1) Highlighting Key Safety Data and Platelet Transfusion-Free Interval Observed in a Patient with Myelodysplastic Syndrome/AML.” The common stock trades on OTCQB under “CERO” and the public warrants trade on OTCID under “CEROW.”
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FAQ
What is CERO (CERO Therapeutics Holdings, Inc.) updating with this prospectus supplement?
What new disclosures did CERO make in the attached Form 8-K?
What does the CERO press release mentioned in the Form 8-K focus on?
On which markets are CERO’s common stock and warrants traded?
What were the last quoted bid prices for CERO’s securities on January 7, 2026?
Is CERO Therapeutics Holdings, Inc. classified as an emerging growth company?
Filed Pursuant to Rule 424(b)(3)
Registration No. 333-291984
Prospectus Supplement No. 2
(To Prospectus dated December 5, 2025, as supplemented by
Prospectus Supplement No. 1 dated December 19, 2025)
CERO THERAPEUTICS HOLDINGS, INC.
729,596,950 Shares of Common Stock
This prospectus supplement no. 2 (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 January 7, 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 January 7, 2026, the last quoted bid price of our common stock as reported on OTCQB was $0.0550 per share and the last quoted bid price of our public warrants as reported on OTCID was $0.00873 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 January 8, 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): January 7, 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 7.01 Regulation FD Disclosure.
On January 7, 2026, CERo Therapeutics Holdings, Inc., a Delaware corporation (the “Company”), published a presentation, which it plans to use in meetings with investors, analysts and others. A copy of this presentation is furnished hereto as Exhibit 99.1.
The information in this Item 7.01 and Exhibit 99.1 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such filing.
Item 8.01 Other Events.
On January 7, 2026, the Company issued a press release titled “CERo Therapeutics Provides Clinical Update on Phase 1 Trial of CER-1236 in AML (CertainT-1) Highlighting Key Safety Data and Platelet Transfusion-Free Interval Observed in a Patient with Myelodysplastic Syndrome/AML.” A copy of the press release is attached herewith as Exhibit 99.2 to this Current Report on Form 8-K and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
|
Exhibit No. |
Description | |
| 99.1 | Presentation (January 2026) | |
| 99.2 | Press release dated January 7, 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: January 7, 2026 | CERO THERAPEUTICS HOLDINGS, INC. | |
| By: | /s/ Chris Ehrlich | |
| Name: | Chris Ehrlich | |
| Title: | Chief Executive Officer | |
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