CERo Therapeutics (CERO) shareholders approve 32M-share equity plan increase

Rhea-AI Filing Summary

CERo Therapeutics Holdings, Inc. reported that its stockholders approved an amendment to the company’s 2024 Equity Incentive Plan at a special meeting held on December 19, 2025. The amendment increases the number of shares of common stock available for issuance under the plan, and the number of shares that may be issued pursuant to incentive stock options, by an additional 32,000,000 shares.

At the special meeting, there were 20,802,671 shares of common stock issued and outstanding and entitled to vote as of the record date, and 10,988,347 shares were present in person or by proxy, representing approximately 52.82% of the shares entitled to vote, which constituted a quorum. The company attached the full text of the fourth amendment to the equity incentive plan as an exhibit.

Insights

Equity compensation and governance analyst

Shareholders approved a large increase to CERo’s equity incentive pool.

The company obtained stockholder approval to amend its 2024 Equity Incentive Plan to add 32,000,000 additional shares of common stock for awards, including incentive stock options. This significantly expands the capacity of the plan, giving the company more room to grant stock-based compensation to employees, directors, and other service providers.

As of the record date, common stock issued and outstanding totaled 20,802,671 shares, while the plan share increase alone is larger than that baseline. Existing stockholders could face meaningful future dilution as these additional shares are granted and potentially exercised over time. The special meeting reached a quorum with approximately 52.82% of eligible shares represented, and stockholders approved the resolutions described.

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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): December 19, 2025

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 whole 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On December 19, 2025, at the 2025 Special Meeting of Stockholders (the “Special Meeting”) of CERo Therapeutics Holdings, Inc. (the “Company”), the stockholders of the Company approved an amendment (the “Amendment”) to the CERo Therapeutics Holdings, Inc. 2024 Equity Incentive Plan, as amended (the “Plan”), to increase the number of shares of the Company’s common stock, par value $0.0001 per share (“Common Stock”), available for issuance under the Plan and the number of shares that may be issued pursuant to incentive stock options by an additional 32,000,000 shares.

A detailed summary of the material features of the Plan is set forth in the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on November 28, 2025, as supplemented on December 2, 2025 (the “Proxy Statement”) under the caption “Proposal No. 3: Plan Share Increase Proposal,” which description is incorporated herein by reference.

The descriptions of the Amendment contained herein and in the Proxy Statement do not purport to be complete and are qualified in their entirety by reference to the full text of the Amendment, which is attached hereto as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 5.07. Submission of Matters to a Vote of Security Holders.

On December 19, 2025, the Company held the Special Meeting at 9:00 a.m. Pacific Time for the purposes of considering and voting upon the proposals below. As of the record date of November 14, 2025, there were a total of 20,802,671 shares of Common Stock issued and outstanding and entitled to vote at the Special Meeting. There were 10,988,347 shares of Common Stock present at the Special Meeting in person or represented by proxy, or approximately 52.82% of the shares issued and outstanding and entitled to vote at the Special Meeting, representing a quorum. Capitalized terms used, but not defined herein, shall have the meaning set forth in the Proxy Statement.

Proposal 1. To approve an amendment (the “Charter Amendment”) to the Company’s Second Amended and Restated Certificate of Incorporation, as amended, to combine outstanding shares of Common Stock into a lesser number of outstanding shares (the “Reverse Stock Split”), by a ratio of not less than one-for-forty and not more than one-for-one-hundred-fifty, with the exact ratio to be set within this range by the Company’s Board of Directors in its sole discretion.

VOTES FOR		ABSTENTIONS		VOTES AGAINST
8,012,563		688,702		2,287,082

Proposal 2. To approve, subject to certain conditions, the issuance of shares of Common Stock in accordance with Nasdaq Listing Rule 5635, upon the conversion of the Company’s Series E convertible preferred stock, par value $0.0001 per share, issued in a private placement in October 2025, at less than the “minimum price” under Nasdaq Listing Rule 3635(d).

VOTES FOR		ABSTENTIONS		VOTES AGAINST		BROKER NON-VOTES
3,304,540		127,164		1,422,195		6,134,448

Proposal 3. To approve the Amendment to the Plan, to increase the number of shares of Common Stock available for issuance under the Plan and the number of shares that may be issued pursuant to incentive stock options by an additional 32,000,000 shares.

VOTES FOR		ABSTENTIONS		VOTES AGAINST		BROKER NON-VOTES
2,568,408		159,234		2,126,257		6,134,448

Proposal 4 was not presented to the stockholders because the foregoing resolutions were approved.

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Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
10.1*+		Fourth Amendment to the CERo Therapeutics Holdings, Inc. 2024 Equity Incentive Plan
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

* Filed herewith.

+ Indicates management contract or compensatory plan.

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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: December 19, 2025

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FAQ

What did CERo Therapeutics Holdings, Inc. (CERO) stockholders approve at the December 19, 2025 special meeting?

Stockholders approved an amendment to the 2024 Equity Incentive Plan to increase the number of shares of common stock available for issuance, including those that may be issued pursuant to incentive stock options, by 32,000,000 shares.

How many shares were outstanding and entitled to vote at CERo Therapeutics (CERO)'s 2025 special meeting?

As of the November 14, 2025 record date, CERo had 20,802,671 shares of common stock issued and outstanding and entitled to vote at the special meeting.

What was the quorum at CERo Therapeutics (CERO)'s December 19, 2025 special meeting?

A total of 10,988,347 shares of common stock were present in person or represented by proxy, representing approximately 52.82% of the shares issued and outstanding and entitled to vote, which constituted a quorum.

How many additional shares can be issued under CERo Therapeutics (CERO)'s 2024 Equity Incentive Plan after the amendment?

The amendment increases the number of shares of common stock available for issuance under the 2024 Equity Incentive Plan, and for incentive stock options, by an additional 32,000,000 shares.

Where can investors find the full text of CERo Therapeutics (CERO)'s equity plan amendment?

The Fourth Amendment to the CERo Therapeutics Holdings, Inc. 2024 Equity Incentive Plan is filed as Exhibit 10.1 and incorporated by reference.

What type of securities are covered by CERo Therapeutics (CERO)'s equity incentive plan?

The plan covers the company’s common stock, par value $0.0001 per share, including shares that may be issued pursuant to incentive stock options under the 2024 Equity Incentive Plan.