CERO THERAPEUTICS HOLDINGS, INC. (CEROW) SEC Filings

Cero Therapeutics Holdings director reports large stock option award

Brian G. Atwood, a director of Cero Therapeutics Holdings, Inc., reported receiving a stock option covering 1,612,099 shares of the company’s common stock. The option has an exercise price of $0.055 per share, meaning he can buy up to that number of shares at this fixed price.

The option became exercisable on January 7, 2026 and is scheduled to expire on January 6, 2036, giving a 10‑year exercise window. Following this transaction, Atwood beneficially owns 1,612,099 derivative securities in the form of this stock option, which is reported as held directly.

Cero Therapeutics Holdings, Inc. reported that Chairman and CEO Christopher B. Ehrlich received a large stock option grant. On January 7, 2026, he was awarded a stock option to buy 4,530,997 shares of common stock at an exercise price of $0.055 per share. The option is exercisable from January 7, 2026 and expires on January 6, 2036. Following this grant, he beneficially owns 4,530,997 derivative securities, held as a direct ownership position, and there was no cash price paid for the option itself.

Cero Therapeutics Holdings, Inc. director Michael Byrnes received a grant of stock options on January 7, 2026. The award covers 690,900 stock options, each giving the right to buy one share of common stock at an exercise price of $0.055 per share. These options are held as direct ownership and are exercisable starting January 7, 2026, with an expiration date of January 6, 2036. The filing reports this derivative award and the resulting beneficial ownership of 690,900 derivative securities after the transaction.

Cero Therapeutics Holdings, Inc. granted its Chief Financial Officer, Andrew Kucharchuk, a stock option on January 7, 2026. The option gives the right to buy 1,162,099 shares of common stock at an exercise price of $0.055 per share. The option is listed as exercisable beginning January 7, 2026 and expires on January 6, 2036. Following this grant, Kucharchuk is reported as directly beneficially owning 1,162,099 derivative securities of this type.

CERo Therapeutics Holdings, Inc. filed a current report describing new investor and clinical communications. The company furnished an updated corporate presentation as an exhibit, which it plans to use in meetings with investors, analysts and others. This presentation is furnished rather than filed, meaning it is not automatically subject to certain Exchange Act liability provisions.

The company also 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 press release and the presentation are included as exhibits, giving readers access to the latest clinical update and investor materials.

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.

CERo Therapeutics Holdings, Inc. has filed a Form S‑1 to register up to 729,596,950 shares of common stock for potential resale by Keystone Capital Partners under a committed equity financing facility. These shares relate to a series of Common Stock Purchase Agreements through which CERo may, at its discretion, sell stock to Keystone.

The company is not selling securities in this prospectus and will not receive proceeds from Keystone’s resales, though it may receive up to $25 million in aggregate gross proceeds from sales of its stock to Keystone under the Keystone Equity Financing. As of November 24, 2025, CERo had 21,102,671 common shares outstanding, and if all 729,596,950 registered shares were issued and outstanding on a fully diluted basis, they would represent about 80.89% of total common stock.

CERo is a clinical‑stage immunotherapy company developing CER‑1236, an engineered T‑cell therapy that has FDA Orphan Drug and Fast Track designations for acute myeloid leukemia. The company reports recurring losses, substantial doubt about its ability to continue as a going concern, and its common stock now trades on the OTCQB under the symbol CERO following delisting from Nasdaq.

CERo Therapeutics Holdings, Inc. entered a new common stock purchase agreement with an institutional investor that allows the company to sell up to $14,591,939 of its common stock over time, subject to conditions in the agreement. This continues a prior equity line program under which the company previously raised approximately $4.4 million from 11,689 shares, $3.1 million from 100,581 shares, and $2.90 million from 12,500,000 shares of common stock. The company can require the investor to buy shares through fixed purchases, generally capped at the lower of 10,000 shares or $100,000 per transaction, as well as VWAP-based purchases, with an aggregate cap of $10,000,000 per VWAP and related additional VWAP purchases on a given day, so long as the stock price is at least $0.02. The investor’s beneficial ownership is limited to 4.99% of outstanding shares, and a related registration rights agreement provides for registration of shares issued under this arrangement.

CERo Therapeutics Holdings, Inc. has called a virtual special stockholder meeting for December 19, 2025 to vote on several capital and governance actions. Stockholders are asked to approve a reverse stock split of the common stock at a ratio between 1‑for‑40 and 1‑for‑150, with the exact ratio to be chosen by the board, aiming to lift the share price and support a potential relisting on Nasdaq after trading moved to the OTC Pink Sheets.

Investors will also vote on approving the potential issuance of common shares upon conversion of Series E preferred stock issued in an October 2025 private placement under Nasdaq Listing Rule 5635, which could significantly increase the common share count depending on future pricing adjustments. A third proposal would expand the 2024 Equity Incentive Plan by an additional 32,000,000 shares for employee and director awards, and a fourth would allow adjournment of the meeting to gather more votes if needed. The board recommends voting FOR all four proposals.