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 1429, 2025

CERO THERAPEUTICS HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

Delaware		001-40877		8187-~~4182129~~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~~NASDAQ Capital Market
Warrants, each warrant exercisable for one two-thousandth share of Common Stock	CEROW	Nasdaq Capital 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 13.01. ~~Entry~~Notice ~~into~~of Delisting or Failure to Satisfy a ~~Material~~Continued ~~Definitive~~Listing ~~Agreement~~Rule or Standard; Transfer of Listing.

OnAs ~~October~~previously 16disclosed, on August 28, 2025, CERo Therapeutics Holdings, Inc., a Delaware corporation (the “Company”) ~~and~~, ~~the~~received ~~requisite~~a ~~Buyers~~letter from ~~(as~~the ~~defined~~staff inat the ~~Securities~~Nasdaq ~~Purchase~~Listing ~~Agreement)~~Qualifications ~~party~~department tonotifying the ~~Securities~~Company ~~Purchase~~that ~~Agreement (as defined below), entered into Amendment No. 1 to~~ such ~~Securities~~staff ~~Purchase~~had ~~Agreement~~determined (that the ~~“SPA~~Company ~~Amendment”)~~does not tocomply ~~add~~with ~~an additional Buyer (as defined in~~ the ~~Securities~~minimum ~~Purchase~~stockholders’ ~~Agreement)~~equity ~~and~~requirement ~~increase the size~~ of ~~the Initial Closing (as defined in the Securities Purchase Agreement) by~~ $2,500,000 ~~to an aggregate of approximately $2.25 million of gross proceeds and reduce the size of the Additional Closings~~ (~~as defined in~~ the ~~Securities~~“Stockholders’ ~~Purchase~~Equity ~~Agreement~~Requirement”) for bycontinued anlisting ~~offsetting~~on ~~amount. There was no change to~~ the ~~aggregate~~Nasdaq ~~amount~~Capital ofMarket ~~up to $7 million of proceeds to be funded pursuant to such Securities Purchase Agreement upon consummation of all of the Closings~~ (as“Nasdaq”) ~~defined~~set forth in ~~the~~Nasdaq ~~Securities~~Rule ~~Purchase Agreement~~5550(b) ~~provided for therein~~.

~~Item~~As ~~5.03~~also ~~Amendments~~previously disclosed, on September 3, 2025, the Company requested a hearing to ~~Articles~~appeal such determination before a panel (the “Hearings Panel”). On October 29, 2025, the Company received the determination of ~~Incorporation~~the Hearings Panel to deny the Company’s request for the continued listing of ~~Bylaws;~~its ~~Change~~common instock. ~~Fiscal~~As ~~Year~~a result, the common stock will be suspended from trading on Nasdaq at open of trading on October 31, 2025.

OnThe ~~October~~Company ~~14,~~has ~~2025,~~submitted ~~the~~a ~~Company~~request ~~filed~~for ~~the~~review ~~Certificate~~ of ~~Designations~~the ofHearings ~~Rights~~Panel’s decision ~~and~~by ~~Preferences~~the ofNasdaq ~~the~~Listing ~~Series~~and EHearing ~~Preferred~~Review ~~Stock~~Council (the “~~Certificate of Designations~~Council”). ~~for~~The ~~the~~Company ~~purpose~~has also commenced the process of ~~designating~~seeking ~~and~~to ~~establishing~~trade ~~the~~its ~~Company’s~~shares ~~Series~~of Ecommon ~~convertible~~stock ~~preferred~~on ~~stock~~the OTC Markets. However, ~~par~~the ~~value~~Company ~~$0.0001~~can ~~per~~provide ~~share~~no (assurance that the ~~“Series~~review Eby ~~Preferred~~the ~~Stock”).~~Council ~~The~~will ~~Certificate~~result in the continued listing of ~~Designations~~its ~~was~~shares ~~filed~~of ~~pursuant~~common tostock or that the ~~Securities~~shares ~~Purchase~~of ~~Agreement,~~common ~~dated~~stock ~~October~~will ~~14,~~be admitted ~~2025,~~for ~~with~~trading ~~certain~~on ~~accredited~~the ~~investors~~OTC ~~named~~Markets. ~~therein~~The ~~(the~~OTC ~~“Securities~~Markets ~~Purchase~~also ~~Agreement”),~~are asa ~~previously~~less ~~reported~~liquid bymarket ~~the Company~~than inNasdaq, ~~its~~which ~~Current~~may ~~Report~~have a material adverse effect on the ~~Form~~trading ~~8-K~~price ~~filed~~and ~~with~~volume for the ~~Securities~~common ~~and~~stock. ~~Exchange~~The ~~Commission~~Company onis ~~October~~also ~~14,~~considering ~~2025~~listing ~~(the~~alternatives, ~~“Prior~~including ~~Form 8-K”).~~applying ~~The~~to ~~Certificate~~list its shares of ~~Designations~~common ~~became~~stock ~~effective~~ on ~~October~~another ~~14,~~securities ~~2025~~exchange.

The ~~descriptions~~Company ofcurrently ~~the~~plans ~~Series~~to Econtinue ~~Preferred~~its ~~Stock and~~clinical trials, including the ~~Certificate~~dosing of ~~Designations~~patients asin such trials. As described previously ~~reported~~by inCERO, ~~the~~evidence ~~Prior~~gathered ~~Form~~for 8CER-K1236 ~~are~~in ~~incorporated~~the byfirst ~~reference~~three ~~herein.~~AML ~~Such~~cancer ~~descriptions~~patients dodosed ~~not~~at ~~purport~~the toinitial below ~~complete~~dose ~~and~~showed ~~are~~rapid ~~qualified~~cell expansion of CER-1236 in ~~their~~these ~~entirety~~patients, byalong ~~reference~~with toobservation of no toxicity. Moreover the ~~Certificate~~second patient, infused with three of ~~Designations~~the low doses in succession, ~~which~~continues ison ~~filed~~trial. The ascompany ~~Exhibit~~believes these early ~~3.1~~stage toobservations ~~this~~support ~~Current~~continued ~~Report~~clinical ondevelopment ~~Form~~of 8CER-K1236 at the planned higher dose, and is ~~incorporated~~progressing ~~herein~~on bythis ~~reference~~plan. The Company is currently reviewing its cash resources and potential financing alternatives to fund its continued operations. The Company can provide no assurance that it will be able to obtain such financing on acceptable terms, or at all.

Item 8.01. Other Events.

On October 1629, 2025, ~~pursuant to the Securities Purchase~~ ~~Agreement, as amended,~~ the Company ~~and~~issued ~~certain~~a ~~accredited~~press ~~investors~~release ~~named~~announcing ~~therein, mutually agreed to effect, and effected,~~ the ~~Initial Closing~~Hearings ~~(as~~Panel’s ~~defined in the Securities Purchase Agreement), with respect to 3,816 shares of Series E Preferred Stock for gross proceeds of approximately $2~~determination.25 ~~million.~~Such ~~The~~press ~~aggregate~~release ~~amount~~is tofiled beas ~~funded~~Exhibit ~~pursuant to the Securities Purchase Agreement remains $7 million, of which $2~~99.251 ~~million was funded at the Initial Closing and $4.75 million remains to be funded at the additional closings. The rights, preferences~~hereto and ~~privileges~~is ofhereby ~~the~~incorporated Series E Preferred Stock are set forth in the Certificate of Designations. The offering and sale of the shares of Series E Preferred Stock were issued and, upon conversion of the Series E Preferred Stock, the shares of Common Stock underlying the Series E Preferred Stock will be issued, in each case, without registration under the Securities Act, in reliance on the exemptions provided by ~~Section~~reference 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”) as a transaction not involving a public offering and Rule 506 promulgated under the Securities Act as sales to accredited investors, and in reliance on similar exemptions under applicable state lawsherein.

~~The~~Item ~~description~~9.01 of the terms and conditions of the Securities Purchase Agreement does not purport to be complete and each is qualified in its entirety by the full text of Securities Purchase Agreement filed as exhibit to the Prior Form 8-KExhibits.

~~Item~~(d) ~~9.01 Financial Statements and~~ Exhibits.

(d) Exhibits

Exhibit Number		Description

99.1		Press Release dated October 29, 2025
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

~~The~~ ~~following exhibits are being filed herewith:~~1

Exhibit No.		Document
3.1†		Certificate of Designation of Preferences, Rights and Limitations of the Series E Convertible Preferred Stock, dated October 14, 2025.
10.1*†		Securities Purchase Agreement, dated as of October 14, 2025, by and between CERo Therapeutics Holdings, Inc. and the investors signatory thereto (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K (File No. 001-40877) filed on October 14, 2025).
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURE

*Pursuant ~~Schedules~~to ~~and~~the ~~exhibits~~requirements ~~have~~of ~~been~~the ~~omitted~~Securities Exchange ~~pursuant~~Act ~~to Item 601(a)(5)~~ of ~~Regulation~~1934, ~~S-K.~~the Aregistrant ~~copy~~has ofduly ~~any~~caused ~~omitted~~this ~~schedule~~report ~~and/or~~to ~~exhibit~~be ~~will~~signed beon ~~furnished~~its tobehalf by the ~~SEC~~undersigned ~~upon~~hereunto ~~request~~duly authorized.

†CERO ~~Certain~~THERAPEUTICS ~~portions~~HOLDINGS, ofINC. ~~this~~By: ~~document~~/s/ ~~that~~Chris ~~constitute~~Ehrlich ~~confidential~~Name: ~~information~~Chris ~~have~~Ehrlich ~~been~~Title: ~~redacted~~Chief ~~pursuant~~Executive ~~to Item 601(b)(10) of Regulation S-K.~~Officer

1Dated: October 29, 2025

~~SIGNATURE~~ 2

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 16, 2025	CERO THERAPEUTICS HOLDINGS, INC.
	By:	/s/ Chris Ehrlich
	Name:	Chris Ehrlich
	Title:	Chief Executive Officer

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