CERO THERAPEUTICS HOLDINGS INC

As filed with the Securities and Exchange Commission on April 10, 2024

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORMS-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

**CERO THERAPEUTICS HOLDINGS, INC. **

(Exact name of registrant as specified in its charter)

201 Haskins Way, Suite 230

South San Francisco, CA 94080

(215) 731-9450

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Brian G. Atwood

Chief Executive Officer

CERo Therapeutics Holdings, Inc.

201 Haskins Way, Suite 230

South San Francisco, CA 94080

Telephone: (215) 731-9450

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Stephen M. Davis

Jeffrey A. Letalien

Goodwin Procter LLP

620 Eighth Avenue

New York, NY 10018

(212) 813-8800

Approximate date of commencement of proposed sale to the public: From time to time after this Registration Statement becomes effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box:☒

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.☐

If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.☐

If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

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 7(a)(2)(B) of the Securities Act.☐

The registrant (the “Registrant”) hereby amends this registration statement (this “Registration Statement”) on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

The information in this preliminary prospectus is not complete and may be changed. These securities may not be issued until the registration statement filed with the U.S. Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and does not constitute the solicitation of an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED APRIL 10, 2024

PRELIMINARY PROSPECTUS

**CERO THERAPEUTICS HOLDINGS, INC.

Up to 26,619,050 Shares of Common Stock

This prospectus relates to the potential offer and sale from time to time by Keystone Capital Partners, LLC (“Keystone”) of up to 25,619,050 shares of common stock, par value $0.0001 per share (the “Common Stock”), that have been or may be issued by us to Keystone pursuant to a Common Stock Purchase Agreement, dated as of February 14, 2024, by and between us and Keystone (the “Keystone Purchase Agreement”), establishing an equity line of credit (the “Keystone Equity Financing”). Such shares of our Common Stock include (a) up to 25,000,000 shares of Common Stock (the “Keystone Purchase Shares”) that we may elect, in our sole discretion, to issue and sell to Keystone, from time to time from and after the Keystone Commencement Date (as defined below) under the Keystone Purchase Agreement, and subject to applicable stock exchange rules (assuming the shares to be issued and sold at a price of $1.00 per share) and (b) up to 619,050 shares of Common Stock (the “Keystone Commitment Shares”) that have been or will be issued to Keystone as consideration for it entering into the Keystone Purchase Agreement (assuming the shares to be issued and sold at a price of $1.00 per share).

This prospectus also relates to the potential offer and sale from time to time by Arena Business Solutions Global SPC II, Ltd on behalf of and for the account of Segregated Portfolio #13 – SPC #13 (“Arena” and, together with Keystone, the “Selling Securityholders”) of up to 1,000,000 shares of Common Stock (the “Arena Commitment Shares” and, together with the Keystone Commitment Shares, the “Commitment Shares”) that will be issued to Arena pursuant to the Purchase Agreement, dated as of February 23, 2024, by and between us and Arena (the “Arena Purchase Agreement” and, together with the Keystone Purchase Agreement, the “Purchase Agreements”), establishing an equity line of credit (the “Arena Equity Financing” and, together with the Keystone Equity Financing, the Committed Equity Financings”), as consideration for its execution and delivery of the Arena Purchase Agreement.

The actual number of shares of our Common Stock issuable will vary depending on the then-current market price of shares of our Common Stock sold to the Selling Securityholders under the Purchase Agreements, but will not exceed the number set forth in the preceding sentences unless we file an additional registration statement under the Securities Act of 1933, as amended (the “Securities Act”), with the SEC, and we obtain the approval of the issuance of shares of Common Stock by our stockholders in accordance with the applicable stock exchange rules. Under the applicable rules of The Nasdaq Stock Market LLC (“Nasdaq”), in no event may we issue to Keystone shares of our Common Stock representing more than 19.99% of the total number of shares of Common Stock outstanding immediately prior to the execution of the Keystone Purchase Agreement, unless (i) we obtain the approval of the issuance of such shares by our stockholders in accordance with the applicable stock exchange rules or (ii) sales of Common Stock are made at a price equal to or in excess of the lower of (A) the closing price immediately preceding the delivery of the applicable notice to Keystone and (B) the average of the closing prices of the Common Stock for the five business days immediately preceding the delivery of such notice (in each case plus an incremental amount to take into account the Keystone Commitment Shares), such that the sales of such Common Stock to Keystone would not count toward such limit because they are “at market” under applicable stock exchange rules. See “The Committed Equity Financings” for a description of the Purchase Agreements and “Selling Securityholders” for additional information regarding Keystone and Arena.

We are not selling any securities under this prospectus and will not receive any of the proceeds from the sale of the shares of our Common Stock by the Selling Securityholders. Additionally, we will not receive any proceeds from the issuance or sale of the Commitment Shares. We may receive up to $25.0 million in aggregate gross proceeds from Keystone under the Keystone Purchase Agreement in connection with sales of the shares of our Common Stock to Keystone pursuant to the Keystone Purchase Agreement after the date of this prospectus. However, the actual proceeds from Keystone may be less than this amount depending on the number of shares of our Common Stock sold and the price at which the shares of our Common Stock are sold. As of April 5, 2024, there were 26,205,324 shares of Common Stock outstanding on a fully-diluted basis after giving effect to the conversion of all outstanding shares of our Series A Preferred Stock (as defined below) and Series B Preferred Stock (as defined below) at $10.00 per share and the exercise of all outstanding Warrants (as defined below), of which 24,575,309 shares were held by non-affiliates (without taking into account beneficial ownership or stock exchange limitations). If all of the 26,619,050 shares of our Common Stock offered for resale by the Selling Securityholders under this prospectus were issued and outstanding as of April 5, 2024 (without taking into account beneficial ownership or stock exchange limitations), such shares would represent approximately 50.4% of total number of shares of our Common Stock outstanding and approximately 52.0% of the total number of shares of our Common Stock outstanding held by non-affiliates.

This prospectus provides you with a general description of such securities and the general manner in which the Selling Securityholders may offer or sell the securities. More specific terms of any securities that the Selling Securityholders may offer or sell may be provided in a prospectus supplement that describes, among other things, the specific amounts and prices of the securities being offered and the terms of the offering. The prospectus supplement may also add, update or change information contained in this prospectus.

The Selling Securityholders may offer, sell or distribute all or a portion of the shares of our Common Stock acquired under their respective Purchase Agreements and hereby registered publicly or through private transactions at prevailing market prices or at negotiated prices. We will bear all costs, expenses and fees in connection with the registration of the shares of our Common Stock, including with regard to compliance with state securities or “blue sky” laws. The timing and amount of any sales are within the sole discretion of the Selling Securityholders. Each of the Selling Securityholdersis an underwriter under the Securities Act with respect to the resale of shares held by each such Selling Securityholder. Although Keystone is obligated to purchase shares of our Common Stock under the terms and subject to the conditions and limitations of the Keystone Purchase Agreement to the extent we choose to sell such shares of our Common Stock to it (subject to certain conditions), there can be no assurances that we will choose to sell any shares of our Common Stock to Keystone, or that Keystone will sell any or all of the shares of our Common Stock, if any, purchased under the Keystone Purchase Agreement pursuant to this prospectus. The Selling Securityholders will bear all commissions and discounts, if any, attributable to their respective sale of shares of our Common Stock. See “Plan of Distribution.”

You should read this prospectus and any prospectus supplement or amendment carefully before you invest in our securities.

Our Common Stock is listed on Nasdaq under the symbol “CERO.” On April 5, 2024, the last quoted sale price for the shares of our Common Stock as reported on the Nasdaq was $1.74 per share.

We are an “emerging growth company” under applicable federal securities laws and will be subject to reduced public company reporting requirements.

Investing in our securities involves a high degree of risk. Before buying any securities, you should carefully read the discussion of the risks of investing in our securities in “Risk Factors” beginning on page 8 of this prospectus.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the securities to be issued under this prospectus or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus is , 2024.

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