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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):
October 14, 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 |
|
Nasdaq Capital Market |
| Warrants, each warrant exercisable for one two-thousandth 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.
Private Placement
Securities Purchase Agreement
On October 14, 2025, CERo Therapeutics
Holdings, Inc., a Delaware corporation (the “Company”), entered into a Securities Purchase Agreement (the
“Securities Purchase Agreement”) with certain accredited investors named therein (the “PIPE
Investors”). Pursuant to the Securities Purchase Agreement, up to 9,750 shares of the Company’s Series E convertible
preferred stock, par value $0.0001 per share (the “Series E Preferred Stock”) shall be purchased for an aggregate
purchase price of up to $7 million in one or more closings (each a “Closing”), including approximately $1.8
million to be funded at the first closing. The date of the first closing is referred to as the “First Closing
Date.” Each additional closing under the Securities Purchase Agreement is subject to a mutual option of the Company and certain PIPE Investors and satisfaction of customary closing conditions.
The Securities Purchase Agreement includes the
consent of the holders of the Company’s outstanding Series C and Series D convertible preferred stock to the issuance of the Series
E Preferred Stock pari passu therewith, in consideration for the reduction of the conversion price for the Company’s outstanding
Series C and Series D convertible preferred stock to $1.76, effective as of the date of the Securities Purchase Agreement.
Series E Preferred Stock
On the First Closing Date, the Company will designate
10,000 shares of the Company’s authorized and unissued preferred stock as Series E Preferred Stock (the “Series E Shares”)
and establish the rights, preferences and privileges of the Series E Preferred Stock pursuant to the Certificate of Designations of Rights
and Preferences of the Series E Preferred Stock (the “Certificate of Designations”), to be filed with the Secretary
of State of the State of Delaware, as summarized below:
General. Each share of Series E Preferred
Stock has a stated value of $1,000 per share and, when issued, the Series E Preferred Stock will be fully paid and non-assessable.
Ranking. The Series E Preferred Stock,
with respect to the payment of dividends, distributions and payments upon the liquidation, dissolution and winding up of the Company,
ranks senior to all capital stock of the Company (except the Series A convertible preferred stock which will rank senior to the Series
E Preferred Stock and except for the Series C convertible preferred stock and Series D convertible preferred stock, which will rank pari
passu to the Series E Preferred Stock) unless the Required Holders (as defined in the Securities Purchase Agreement) consent to the
creation of other capital stock of the Company that is senior or equal in rank to the Series E Preferred Stock.
Dividends. The holders of Series E Preferred
Stock will be entitled to dividends, on an as-if converted basis, equal to and in the same form as dividends actually paid on shares of
the Company’s common stock, par value $0.0001 per share (the “Common Stock”), when and if actually paid.
Purchase Rights. If at any time the
Company grants, issues or sells any options, convertible securities, or rights to purchase stock, warrants, securities or other
property pro rata to all or substantially all of the record holders of any class of Common Stock (the “Purchase
Rights”), then each holder of Series E Preferred Stock will be entitled to acquire, upon the terms applicable to such
Purchase Rights, the aggregate Purchase Rights which such holder could have acquired if such holder had held the number of shares of
Common Stock acquirable upon complete conversion of all the Series E Preferred Stock (without taking into account any limitations or
restrictions on the convertibility of the Series E Preferred Stock and assuming for such purpose that all the Series E Preferred
Stock held by such holder were converted at the Alternate Conversion Price (as defined below) in effect as of the applicable record date); subject to certain limitations on beneficial ownership.
Conversion Rights
Conversion at Option of Holder. Each holder
of Series E Preferred Stock may convert all, or any part, of the outstanding Series E Preferred Stock, at any time at such holder’s
option, into shares of the Common Stock (which converted shares of Common Stock are referred to as “Conversion Shares” herein)
at the fixed “Conversion Price” of $4.1625, which is subject to proportional adjustment upon the occurrence of any stock
split, stock dividend, stock combination and/or similar transactions.
Voluntary Adjustment Right. Subject to
the rules and regulations of the Nasdaq, the Company has the right, at any time after the Stockholder Approval Date (as defined below),
with the written consent of the Required Holders, to lower the fixed Conversion Price to any amount and for any period of time deemed
appropriate by the board of directors of the Company (the “Board”).
Alternate Optional Conversion. After the
Stockholder Approval Date, at any time, at the option of the holder, the holder may convert the Series E Preferred Stock at the “Alternate
Optional Conversion Price” equal to the lesser of:
| ● | The applicable Conversion Price, and |
| ○ | the floor price of $1.00 (the “Floor Price”);
and |
| ○ | 95% of the lowest volume weighted average price of the Common
Stock during the five consecutive trading days immediately prior to such conversion. |
Alternate Conversion Upon a Triggering Event.
Following the occurrence and during the continuance of a Triggering Event (as defined below), each holder may alternatively elect to convert
the Series E Preferred Stock at the “Alternate Triggering Event Conversion Price” (and together with the Alternate Optional Conversion Price, each an
“Alternate Conversion Price”) equal to the lesser of:
| ● | The applicable Conversion Price, and |
| ○ | 90% of the lowest volume weighted average price of the Common
Stock during the five consecutive trading days immediately prior to such conversion. |
The Certificate of Designations contains standard
and customary triggering events (each, a “Triggering Event”), including but not limited to: (i) the suspension from
trading or the failure to list the Common Stock within certain time periods; (ii) failure to declare or pay any dividend when due; (iii)
the failure to timely file or make effective a registration statement on Form S-1 or Form S-3 pursuant to the Registration Rights Agreement
(as defined below), (iv) the Company’s failure to cure a conversion failure or notice of the Company’s intention not to comply
with a request for conversion of any Series E Preferred Stock, and (iv) bankruptcy or insolvency of the Company.
Other Adjustments. In connection with
the Private Placement, the Company has agreed to seek stockholder approval at a special meeting of stockholders, of the issuance of
Conversion Shares at a conversion price below the Conversion Price (the date of such approval, the “Stockholder Approval
Date”). If the Company has not otherwise obtained such stockholder approval prior to October 31, 2025, which is not
expected to occur, then the Company shall (i) file a preliminary Proxy Statement seeking such stockholder consent with the SEC no
later than October 31, 2025, (ii) use reasonable best efforts to file the definitive Proxy Statement no later than November 30, 2025
and (iii) use reasonable best efforts to hold the Stockholder Meeting no later than December 31, 2025 (the “Stockholder
Meeting Deadline”). If, on or after the Stockholder Approval Date, the Company issues any shares of Common Stock for a
consideration per share (the “New Issuance Price”) less than a price equal to the Conversion Price in effect
immediately prior to such issuance (each, a “Dilutive Issuance”), the Conversion Price shall be reduced to the New Issuance Price; provided that, if any Dilutive Issuances or other events that would
have resulted in an adjustment to the Conversion Price prior to the Stockholder Approval Date, the Conversion Price shall automatically
adjust to such New Issuance Price on the Stockholder Approval Date.
Bankruptcy Triggering Event Redemption Right.
Upon any bankruptcy Triggering Event, the Company shall immediately redeem in cash all amounts due under the Series E Preferred Stock
at a 25% premium to the greater of (x) the amount of shares of Series E Preferred Stock then outstanding and (y) the equity value of the
shares of Series E Preferred Stock then outstanding, unless the holder waives such right to receive such payment. The equity value of
the Common Stock underlying the Series E Preferred Stock is calculated using the greatest closing sale price of the Common Stock on any
trading day immediately preceding such bankruptcy Triggering Event and the date the Company makes the entire payment required.
Change of Control Exchange. Upon a change
of control of the Company, each holder may require the Company to exchange the holder’s shares of Series E Preferred Stock for consideration
equal to the Change of Control Election Price (as defined in the Certificate of Designations), to be satisfied at the Company’s
election in either (x) cash or (y) rights convertible into such securities or other assets to which such holder would have been entitled
with respect to such shares of Common Stock had such shares of Common Stock been held by such holder upon consummation of such corporate
event.
Company Optional Redemption. At any time
the Company shall have the right to redeem in cash all, but not less than all, the shares of Series E Preferred Stock then outstanding
at a 25% redemption premium to the greater of (x) the amount of shares being redeemed, and (y) the equity value of the Common Stock underlying
the Series E Preferred Stock. The equity value of the Common Stock underlying the Series E Preferred Stock is calculated using the greatest
closing sale price of the Common Stock on any trading day immediately preceding the date the Company notifies the holders of the Company’s
election to redeem and the date the Company makes the entire payment required.
Fundamental Transactions. The Certificate
of Designations prohibit the Company from entering specified fundamental transactions (including, without limitation, mergers, business
combinations and similar transactions) unless the Company (or the Company’s successor) assumes in writing all of the Company’s
obligations under the Certificate of Designations and the other Transaction Documents (as defined in the Certificate of Designations).
Voting Rights. The holders of the Series
E Preferred Stock shall have no voting power and no right to vote on any matter at any time, either as a separate series or class or together
with any other series or class of share of capital stock, and shall not be entitled to call a meeting of such holders for any purpose
nor shall they be entitled to participate in any meeting of the holders of Common Stock, except as provided in the Certificate of Designations
(or as otherwise required by applicable law).
Covenants. The Certificate of Designations
contains a variety of obligations on the Company’s part not to engage in specified activities. In particular, the Company will not,
and will cause the Company’s subsidiaries to not, redeem, repurchase or declare any dividend or distribution on any of the Company’s
capital stock (other than as required under the Certificate of Designations) and will not incur any indebtedness other than ordinary course
trade payables or, subject to certain exceptions, incur any liens. In addition, the Company will not issue any preferred stock or issue
any other securities that would cause a breach or default under the Certificate of Designations.
Reservation Requirements. So long as any
Series E Preferred Stock remains outstanding, the Company shall at all times reserve at least 250% of the number of shares of Common Stock
as shall from time to time be necessary to effect the conversion of all Series E Preferred Stock then outstanding.
Registration Rights Agreement
On the First Closing Date, the Company will enter
into a registration rights agreement by and between the Company and the PIPE Investors (the “Registration Rights Agreement”),
pursuant to which the Company will be required to file a registration statement with the Securities and Exchange Commission (the “SEC”),
to register for resale the Common Stock issuable upon the conversion of the Series E Preferred Stock.
The foregoing description of the Private Placement
does not purport to be complete and is qualified in its entirety by reference to the Certificate of Designations, the Securities Purchase
Agreement, and the Registration Rights Agreement, which are filed as Exhibits 3.1, 10.1, and 10.2 to this Current Report on Form 8-K and
are incorporated by reference herein.
This Current Report on Form 8-K shall not constitute
an offer to sell or a solicitation of an offer to buy, nor shall there be any sale, of the Series E Preferred Stock in any state or jurisdiction
in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any
such state or other jurisdiction.
Item 3.02 Unregistered Sales of Equity Securities.
The information provided in Item 1.01 with respect
to the issuance of the shares of Series E Preferred Stock pursuant to the Securities Purchase Agreement is incorporated herein by reference.
All such securities will not be registered under the Securities Act in reliance on the exemption from registration provided by Section
4(a)(2) of the Securities Act and/or Rule 506 of Regulation D promulgated thereunder, or under any state securities laws. The Company
relied on this exemption from registration in entering into the Securities Purchase Agreement and the Company will rely upon this exemption
from registration in issuing such securities based in part on representations made by the PIPE Investors. The securities may not be offered
or sold in the United States absent registration or an applicable exemption from registration requirements. Neither this Current Report
on Form 8-K, nor the exhibits attached hereto, is an offer to sell or the solicitation of an offer to buy the securities described herein.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
The following exhibits are being filed herewith:
| Exhibit No. |
|
Document |
| 3.1† |
|
Form of Certificate of Designation of Preferences, Rights and Limitations of the Series E Convertible Preferred Stock. |
| 10.1*† |
|
Securities Purchase Agreement, dated as of October 14, 2025, by and between CERo Therapeutics Holdings, Inc. and the investors signatory thereto. |
| 10.2* |
|
Form of Registration Rights Agreement by and between CERo Therapeutics Holdings, Inc. and the investors signatory thereto. |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document). |
| * | Schedules and exhibits have been omitted pursuant to Item
601(a)(5) of Regulation S-K. A copy of any omitted schedule and/or exhibit will be furnished to the SEC upon request. |
| † | Certain portions of this document that constitute confidential
information have been redacted pursuant to Item 601(b)(10) of Regulation S-K. |
Forward-Looking Statements
This Current Report on Form 8-K contains statements
that are forward-looking and as such are not historical facts. This includes, without limitation, statements regarding (i) the expected
cash proceeds of the Private Placement and the timing of the closing of the Private Placement, and (ii) financial position, business strategy
and the plans and objectives of management for future operations of the Company, and the implementation of its proposed plan of compliance
with Nasdaq continued listing standards. These statements constitute projections, forecasts and forward-looking statements, and are not
guarantees of performance. Such statements can be identified by the fact that they do not relate strictly to historical or current facts.
When used in this communication, words such as “anticipate,” “believe,” “continue,” “could,”
“estimate,” “expect,” “intend,” “may,” “might,” “plan,” “possible,”
“potential,” “predict,” “project,” “should,” “strive,” “would”
and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not
forward-looking. When the Company discusses its strategies or plans, it is making projections, forecasts or forward-looking statements.
Such statements are based on the beliefs of, as well as assumptions made by and information currently available to, the Company’s
management.
Actual results could differ from those implied
by the forward-looking statements in this Current Report on Form 8-K. Certain risks that could cause actual results to differ are set
forth in the Company’s filings with the Securities and Exchange Commission, including its Annual Report on Form 10-K, filed on April
15, 2025, and subsequent Quarterly Reports on Form 10-Q and the documents incorporated by reference therein. The risks described in the
Company’s filings with the Securities and Exchange Commission are not exhaustive. New risk factors emerge from time to time, and
it is not possible to predict all such risk factors, nor can the Company assess the impact of all such risk factors on its business, or
the extent to which any factor or combination of factors may cause actual results to differ materially from those contained in any forward-looking
statements. Forward-looking statements are not guarantees of performance. You should not put undue reliance on these statements, which
speak only as of the date hereof. All forward-looking statements made by the Company or persons acting on its behalf are expressly qualified
in their entirety by the foregoing cautionary statements. The Company undertakes no obligation to update or revise publicly any forward-looking
statements, whether as a result of new information, future events or otherwise, except as required by law.
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.
| Dated: October 14, 2025 |
CERO THERAPEUTICS HOLDINGS, INC. |
| |
|
| |
By: |
/s/ Chris Ehrlich |
| |
Name: |
Chris Ehrlich |
| |
Title: |
Chief Executive Officer |
