[SCHEDULE 13G/A] CERo Therapeutics Holdings, Inc. SEC Filing

Rhea-AI Filing Summary

Cero Therapeutics Holdings received a Schedule 13G filing disclosing that Armistice Capital, LLC and Steven Boyd together beneficially own 63,308 shares of the company’s common stock, representing 4.99% of the class. Armistice Capital is the investment manager of a Master Fund that directly holds the shares and, under its Investment Management Agreement, Armistice exercises shared voting and dispositive power over those shares. Mr. Boyd, as managing member of Armistice, is reported to share those voting and disposition powers. The filing states the position is held in the ordinary course of business and not to influence control.

Positive

• Transparent disclosure of beneficial ownership and voting/dispositive powers by Armistice Capital and Steven Boyd
• Position is below 5%, indicating a passive stake that does not presumptively signal an intent to change control

Negative

• None.

Insights

Financial Analyst

Minor passive stake disclosed; sub-5% position unlikely to change governance or valuation.

The filing reports a 4.99% beneficial ownership position aggregated between Armistice Capital and Steven Boyd, held through a Master Fund for which Armistice serves as investment manager. From a market-impact perspective, positions below the 5% threshold typically signal a passive investment intent and do not trigger mandatory activist or control presumptions. The disclosure clarifies voting and dispositive power is shared, which reflects manager authority rather than outright control. For investors, this is informational about shareholder composition but not a material governance shift.

Corporate Governance Expert

Disclosure shows management of shares by an investment adviser; no indication of control or coordinated group action.

The statement attributes beneficial ownership to the adviser and its managing member while noting the Master Fund disclaims beneficial ownership due to the investment management agreement. This delineation is important for governance assessment because it indicates the adviser exercises voting and investment power on behalf of the fund rather than the fund independently asserting control. Because the position is under 5% and the filing asserts ordinary-course holding, there is no immediate implication of attempted board influence or control contest from these Reporting Persons.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 1)

CERO THERAPEUTICS HOLDINGS, INC.

(Name of Issuer)

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

71902K402

(CUSIP Number)

06/30/2025

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

SCHEDULE 13G

CUSIP No. 71902K402

1

Names of Reporting Persons

Armistice Capital, LLC

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 63,308.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 63,308.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

63,308.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

4.99 %

12

Type of Reporting Person (See Instructions)

IA, OO

SCHEDULE 13G

CUSIP No. 71902K402

1

Names of Reporting Persons

Steven Boyd

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 63,308.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 63,308.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

63,308.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

4.99 %

12

Type of Reporting Person (See Instructions)

HC, IN

SCHEDULE 13G

Item 1.
(a)	Name of issuer: CERO THERAPEUTICS HOLDINGS, INC.
(b)	Address of issuer's principal executive offices: 201 HASKINS WAY, SUITE 230, SOUTH SAN FRANCISCO, CA, 94080
Item 2.
(a)	Name of person filing: Armistice Capital, LLC Steven Boyd Collectively, the "Reporting Persons"
(b)	Address or principal business office or, if none, residence: Armistice Capital, LLC 510 Madison Avenue, 7th Floor New York, New York 10022 United States of America Steven Boyd c/o Armistice Capital, LLC 510 Madison Avenue, 7th Floor New York, New York 10022 United States of America
(c)	Citizenship: Armistice Capital, LLC - Delaware; Steven Boyd - United States of America
(d)	Title of class of securities: Common Stock, par value $0.0001 per share
(e)	CUSIP No.: 71902K402
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
(k)	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.	Ownership
(a)	Amount beneficially owned: 63,308
(b)	Percent of class: 4.99 %
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: 0
	(ii) Shared power to vote or to direct the vote: 63,308
	(iii) Sole power to dispose or to direct the disposition of: 0
	(iv) Shared power to dispose or to direct the disposition of: 63,308 The percentage of Shares reported to be beneficially owned by the Reporting Persons are based on information from the Issuer. Armistice Capital, LLC ("Armistice Capital") is the investment manager of Armistice Capital Master Fund Ltd. (the "Master Fund"), the direct holder of the Shares, and pursuant to an Investment Management Agreement, Armistice Capital exercises voting and investment power over the securities of the Issuer held by the Master Fund and thus may be deemed to beneficially own the securities of the Issuer held by the Master Fund. Mr. Boyd, as the managing member of Armistice Capital, may be deemed to beneficially own the securities of the Issuer held by the Master Fund. The Master Fund specifically disclaims beneficial ownership of the securities of the Issuer directly held by it by virtue of its inability to vote or dispose of such securities as a result of its Investment Management Agreement with Armistice Capital.
Item 5.	Ownership of 5 Percent or Less of a Class.
	Ownership of 5 percent or less of a class
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required. The Master Fund, a Cayman Islands exempted company that is an investment advisory client of Armistice Capital, has the right to receive dividends from, or the proceeds from the sale of, the reported securities.
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	Not Applicable
Item 8.	Identification and Classification of Members of the Group.
	Not Applicable
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.

Certifications:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Armistice Capital, LLC

Signature:	/s/ Steven Boyd
Name/Title:	Steven Boyd - Managing Member
Date:	08/14/2025

Steven Boyd

Signature:	/s/ Steven Boyd
Name/Title:	Steven Boyd
Date:	08/14/2025

Exhibit Information

JOINT FILING STATEMENT PURSUANT TO RULE 13d-1(k) The undersigned acknowledge and agree that the foregoing statement on Schedule 13G, is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G, shall be filed on behalf of each of the undersigned without the necessity of filing additional joint acquisition statements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate. Dated: August 14, 2025 Armistice Capital, LLC By: /s/ Steven Boyd Steven Boyd - Managing Member Steven Boyd By: /s/ Steven Boyd

FAQ

How many CERO shares do Armistice Capital and Steven Boyd report owning?

The Reporting Persons disclose beneficial ownership of 63,308 shares of CERO common stock.

What percentage of CERO does the reported stake represent?

The reported holdings represent 4.99% of the outstanding class of common stock.

Does the filing indicate Armistice Capital or Steven Boyd control CERO?

No. The filing states the position is held in the ordinary course of business and does not indicate an intent to change or influence control.

Through what vehicle are the shares held?

The shares are directly held by a Master Fund for which Armistice Capital serves as investment manager; Armistice exercises shared voting and dispositive power under an Investment Management Agreement.

What voting power is reported by the filing?

The Reporting Persons report 0 shares of sole voting power and 63,308 shares of shared voting power.