[8-K] CERo Therapeutics Holdings, Inc. Reports Material Event

Rhea-AI Filing Summary

MicroStrategy (NASDAQ: MSTR) filed an 8-K detailing recent at-the-market (ATM) equity sales and the redeployment of proceeds into bitcoin.

• Capital raised (7 – 13 July 2025): 797,008 common shares produced $330.9 million in net proceeds. Preferred ATMs issued 573,976 STRK ($71.1 m net), 444,005 STRF ($55.3 m) and 158,278 STRD ($15.0 m), taking total net proceeds to roughly $472 million.
• Remaining capacity: The common ATM still authorises $17.8 billion; preferred programmes collectively allow a further $26.5 billion, giving the company over $44 billion of issuance "dry powder".
• Bitcoin deployment: Using these proceeds, the company bought 4,225 BTC for $472.5 million at an average price of $111,827. Aggregate holdings now stand at 601,550 BTC, acquired for $42.87 billion (average $71,268).
• Disclosure practice: Management highlights its online dashboard as a Regulation FD-compliant channel for real-time updates on security prices, BTC purchases and key metrics.

The filing emphasises Strategy’s model of financing large bitcoin accumulations via continual equity issuance. While the additional BTC may appeal to crypto-oriented investors and bolsters nominal asset value, common shareholders face dilution and holders of new preferred shares bear high fixed dividends of 8-10%. The strategy materially increases exposure to bitcoin price volatility and related regulatory risk.

Positive

• Raised approximately $472 million across common and preferred ATMs, bolstering near-term liquidity
• Added 4,225 BTC, increasing holdings to 601,550 BTC and reinforcing bitcoin-centric growth thesis
• Retains over $44 billion of remaining ATM capacity, providing substantial future funding flexibility

Negative

• Issuance of 8-10% preferred stock imposes sizeable perpetual dividend obligations
• Common-share dilution from 797,008 new shares may pressure per-share metrics
• Latest BTC tranche purchased at $111,827, well above historical average, increasing downside risk
• Balance-sheet concentration in bitcoin elevates volatility and regulatory exposure

Insights

Senior Financial Analyst

TL;DR – $472 m raised, 4,225 BTC added; dilution and 8-10% preferred costs temper upside.

The ATM update is meaningful: a half-billion-dollar capital raise in one week confirms Management’s ability to tap equity markets quickly. Converting those proceeds directly into BTC pushes the treasury position past 600 k coins, reinforcing the thesis that MicroStrategy is effectively a leveraged bitcoin proxy. Remaining issuance authority above $44 bn offers enormous optionality for further BTC accumulation or debt retirement. However, the funding mix is costly: 8-10% perpetual preferred dividends are high in any rate environment and common-share dilution will pressure per-share metrics over time. The average purchase price of the latest tranche exceeds $111 k, raising the break-even level for incremental buys versus the historical $71 k basis. Overall impact is mixed but noteworthy for investors tracking BTC exposure.

Portfolio Risk Manager

TL;DR – Filing heightens balance-sheet concentration risk; financing flexibility mitigates liquidity stress.

MicroStrategy’s accelerated issuance identifies ample market appetite, but the company is layering significant perpetual obligations atop an already BTC-centric balance sheet. Preferred stock at 8-10% locks in high fixed payments, leaving cash-flow coverage dependent on bitcoin appreciation or additional capital raises—both inherently volatile. The 4,225 BTC buy increases single-asset exposure to an unprecedented 601,550 BTC. Should prices retrench, equity value could deteriorate quickly, particularly with dividend drains. Conversely, if bitcoin’s bull cycle persists, the leverage effect could be highly accretive. From a risk perspective, the disclosure is impactful and tilts toward elevated volatility rather than immediate solvency concerns.

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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): July 11, 2025

CERO THERAPEUTICS HOLDINGS, INC. 

(Exact name of registrant as specified in its charter)

Delaware		001-40877		87-1088814
(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		NASDAQ Global Market
Warrants, each whole warrant exercisable for one two-thousandths of a share of common stock		CEROW		NASDAQ Capital Market

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 1.01. Entry into a Material Definitive Agreement.

As previously disclosed, CERo Therapeutics Holdings, Inc., a Delaware corporation (the “Company”) and an institutional investor (the “Investor”) entered into a common stock purchase agreement on each of February 14, 2024 (the “February Purchase Agreement”) and November 8, 2024 (the “November Purchase Agreement” and, collectively, the “Prior Purchase Agreements”), pursuant to which, upon the terms and subject to the conditions and limitations set forth in such Prior Purchase Agreements, the Company may issue and sell to the Investor up to an aggregate of $25.0 million of the Company’s outstanding common stock, par value $0.0001 per share (the “Common Stock”). As of June 30, 2025, the Company has issued and sold (i) 11,689 shares of Common Stock for aggregate proceeds of approximately $4.4 million pursuant to the February Purchase Agreement, and (ii) 100,584 shares of Common Stock for aggregate proceeds of approximately $3.1 million pursuant to the November Purchase Agreement. Accordingly, in order to enable the Company to issue and sell and the Investor to purchase from the Company, an aggregate of $25,000,000 of the Company’s outstanding shares of Common Stock, the Company and the Investor have entered into the new Purchase Agreement described below.

On July 11, 2025, the Company entered into a purchase agreement (the “Purchase Agreement”) with the Investor, pursuant to which the Company may issue and sell to the Investor, from time to time as provided in the Purchase Agreement, and the Investor shall purchase from the Company up to $17,490,897 of the Company’s outstanding shares of Common Stock, minus any additional proceeds received from the sale of shares of Common Stock pursuant to the November Purchase Agreement after June 30, 2025 and subject to the satisfaction of the conditions in the Purchase Agreement. Capitalized terms not otherwise defined shall have the meaning ascribed to them in the Purchase Agreement.

As the Purchase Agreement constitutes a continuation of the equity line program commenced under the Prior Purchase Agreement, the Commitment Shares issued to the Investor pursuant to the Prior Purchase Agreement shall satisfy in full the Company’s obligation to deliver any additional shares of Common Stock to the Investor as consideration for entering into the Purchase Agreement.

At any time from and after the Commencement Date, on any business day on which the closing sale price of the Common Stock is equal to or greater than $0.01, the Company shall have the right, but not the obligation, to direct the Investor, by its delivery of a Fixed Purchase Notice, to purchase a Fixed Purchase Share Amount, not to exceed the applicable Fixed Purchase Maximum Amount (calculated as of the applicable Fixed Purchase Date), at the applicable Fixed Purchase Price therefor on the applicable Fixed Purchase Date in accordance with the Purchase Agreement; provided, however, that the Investor’s committed obligation under any single Fixed Purchase shall not exceed the lower of 10,000 shares of Common Stock or $100,000 (provided that all shares of Common Stock in respect of all prior Fixed Purchases, VWAP Purchases and Additional VWAP Purchases shall have been delivered to the Investor).

In addition, at any time from and after the Commencement Date, on any business day on which the closing sale price of the Common Stock is equal to or greater than $0.01 and such business day is also the Purchase Date for a Fixed Purchase of an amount of shares of Common Stock not less than the applicable Fixed Purchase Maximum Amount, the Company shall also have the right, but not the obligation, to direct the Investor, by its delivery to the Investor of a VWAP Purchase Notice, to purchase the applicable VWAP Purchase Share Amount, not to exceed the applicable VWAP Purchase Maximum Amount, at the applicable VWAP Purchase Price therefor on the applicable VWAP Purchase Date in accordance with this Agreement (each such purchase, a “VWAP Purchase”); provided, however, that the Investor’s aggregate committed obligation under a VWAP Purchase and all Additional VWAP Purchases shall not exceed $10,000,000 in the aggregate for such VWAP Purchase and all such Additional VWAP Purchases on such VWAP Purchase Date, collectively.

At any time from and after the Commencement Date, in addition to the Fixed Purchases and VWAP Purchases described above, the Company shall also have the right, but not the obligation, to direct the Investor, by its delivery to the Investor of an Additional VWAP Purchase Notice, to purchase the applicable Additional VWAP Purchase Share Amount, not to exceed the applicable Additional VWAP Purchase Maximum Amount, at the applicable Additional VWAP Purchase Price therefor on the applicable Additional VWAP Purchase Date in accordance with the Purchase Agreement (each such purchase, an “Additional VWAP Purchase”); provided, however, that the Investor’s aggregate committed obligation under a VWAP Purchase and all Additional VWAP Purchases on the applicable Additional VWAP Purchase Date, which Additional VWAP Purchase Date shall be the same Trading Day as the applicable VWAP Purchase Date for such VWAP Purchase, shall not exceed $10,000,000 in the aggregate for such VWAP Purchase and all such Additional VWAP Purchases, collectively.

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In no event shall the Company issue or sell to the Investor, any shares of Common Stock under the Purchase Agreement, which, when aggregated with all other shares of Common Stock then beneficially owned by the Investor and its Affiliates (as calculated pursuant to Section 13(d) of the Exchange Act and Rule 13d-3 promulgated thereunder), would result in the beneficial ownership by the Investor of more than 4.99% of the outstanding shares of Common Stock.

Concurrent with the execution of the Purchase Agreement, the Company entered into a registration rights agreement with the Investor (the “Registration Rights Agreement”), pursuant to which the Company agreed to provide the Investor with customary registration rights related to the shares issued under the Registration Rights Agreement.

The foregoing descriptions of the Purchase Agreement and the Registration Rights Agreement do not purport to be complete and are qualified in their entirety by reference to the Purchase Agreement and the Registration Rights Agreement, copies of which are filed as Exhibits 10.1 and 10.2 hereto and incorporated by reference herein.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
10.1*		Common Stock Purchase Agreement, by and between CERo Therapeutics Holdings, Inc., and an institutional investor, dated as of July 11, 2025
10.2*		Registration Rights Agreement, by and between CERo Therapeutics Holdings, Inc., and an institutional investor, dated as of July 11, 2025
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

* Filed herewith.

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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: July 14, 2025

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FAQ

How much capital did MicroStrategy (MSTR) raise through its ATMs this period?

The company generated about $472 million in net proceeds between 7 – 13 July 2025.

What were the terms of the preferred stock issued (STRK, STRF, STRD)?

They are perpetual Series A preferred shares with 8.00% (STRK) and 10.00% (STRF & STRD) dividend rates, $0.001 par value.

How many bitcoin does MicroStrategy now hold?

Holdings total 601,550 BTC acquired for $42.87 billion, averaging $71,268 per coin.

What was the average price paid for the latest 4,225 BTC purchase?

The average purchase price was $111,827 per bitcoin, inclusive of fees.

How much issuance capacity remains under the company’s ATM programs?

Approximately $44.3 billion remains—$17.8 bn for common shares and about $26.5 bn across preferred series.

Where can investors find ongoing updates from MicroStrategy?

Management posts real-time information on its website’s Strategy Dashboard, cited as a Regulation FD channel.