CERO THERAPEUTICS HOLDINGS INC

As filed with the Securities and Exchange Commission on May 6, 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 May 6, 2024

PRELIMINARY PROSPECTUS

**CERO THERAPEUTICS HOLDINGS, INC.

Up to 44,523,704 Shares of Common Stock

This prospectus relates to the resale from time to time by the selling securityholders named in this prospectus (collectively, the “Selling Securityholders”), or their permitted transferees (after the expiration of any applicable lock-up period, assuming the satisfaction of any applicable vesting conditions and subject to the beneficial ownership and stock exchange limitations described herein), of up to 29,393,459 shares of common stock, par value $0.0001 per share (“Common Stock”), of CERo Therapeutics Holdings, Inc. (“we,” “our,” “us” or “CERo”) issued or issuable in connection with the business combination (the “Business Combination”) pursuant to the Business Combination Agreement, dated as of June 4, 2023, as amended from time to time (as amended, the “Business Combination Agreement”), by and among CERo Therapeutics, Inc. (“Legacy CERo”), Phoenix Biotech Acquisition Corp. (“PBAX”) and PBCE Merger Sub, Inc. (“Merger Sub”) or in connection with PBAX’s initial public offering (the “Initial Public Offering”) or in transactions since the closing of the Business Combination, including up to: (i) 2,055,709 shares of Common Stock issued to certain Selling Securityholders for their portion of the merger consideration in connection with the consummation of the Business Combination; (ii) 20,080,000 shares of Common Stock issuable upon the conversion of shares of our Series A Preferred Stock, par value $0.0001 per share (the “Series A Preferred Stock”) purchased by certain investors pursuant to the Amended and Restated Securities Purchase Agreement, dated as of February 14, 2024, by and among Legacy CERo, PBAX and such investors (the “First Securities Purchase Agreement”); (iii) 1,252,000 shares of Common Stock issuable upon the conversion of shares of our Series B Preferred Stock, par value $0.0001 per share (the “Series B Preferred Stock”) purchased by certain investors pursuant to the Securities Purchase Agreement, dated as of March 29, 2024, by and among us and such investors (the “Second Securities Purchase Agreement”); (iv) 3,171,246 shares of Common Stock initially issued to Phoenix Biotech Sponsor, LLC (the “Sponsor”) in a private placement concurrently with the Initial Public Offering and distributed to its members in a distribution-in-kind immediately prior to the Business Combination (the “Distribution-in-Kind”); (v) 1,000,000 shares of Common Stock issued to the Sponsor, which are subject to forfeiture upon the vesting of the Tertiary Earnout Shares (as defined below); (vi) 185,004 shares of Common Stock issued to certain investors other than the Sponsor in a private placement concurrently with the Initial Public Offering; and (vii) 1,649,500 shares of our Common Stock issued to certain third-party vendors and service providers. For more information about the Common Stock offered for resale by the Selling Securityholders pursuant to this prospectus, including the purchase prices paid by such Selling Securityholders for their securities, see “Information Related to Offered Securities” beginning on page 9 of this prospectus.

Due to the significant number of redemptions of Class A common stock, par value $0.0001 per share, of PBAX (the “PBAX Class A common stock”) in connection with the Business Combination, there was a significantly lower number of shares of PBAX Class A common stock that converted into shares of our Common Stock in connection with the Business Combination. As a result, the shares of our Common Stock being registered for resale (a portion of which may not be resold until the expiration of the applicable lock-up period) are anticipated to constitute a considerable percentage of our public float. Additionally, a significant portion of the shares of our Common Stock being registered for resale were originally purchased by Selling Securityholders pursuant to investments in Legacy CERo that date from February 2017 onwards at prices considerably below the current market price of our Common Stock. This discrepancy in purchase prices may have an impact on the market perception of our Common Stock’s value and could increase the volatility of the market price of our Common Stock or result in a significant decline in the public trading price of our Common Stock. The registration of these shares for resale creates the possibility of a significant increase in the supply of our Common Stock in the market. The increased supply, coupled with the potential disparity in purchase prices, may lead to heightened selling pressure, which could negatively affect the public trading price of our Common Stock. We will not receive any proceeds from the resale of Common Stock by the Selling Securityholders pursuant to this prospectus.

This prospectus also relates to: (x) the resale of up to (i) 324,999 shares of Common Stock issuable upon the exercise of warrants to purchase shares of our Common Stock, at an exercise price of $10.00 per share, that were converted from Legacy CERo warrants (as defined in this prospectus) in connection with the Business Combination (the “Rollover Warrants”); (ii) 612,746 shares of Common Stock issuable upon the exercise of warrants to purchase shares of our Common Stock sold to certain investors in the PIPE Financing (the “PIPE Investors”) pursuant to the First Securities Purchase Agreement (the “Common Warrants”) or transferees of such Common Warrants who acquired such Common Warrants from the lead investor in the PIPE Financing in consideration for purchasing shares of Series B Preferred Stock pursuant to the Second Securities Purchase Agreement; (iii) 5,000,000 shares of Common Stock issuable upon the exercise of warrants to purchase shares of our Series A Preferred Stock sold to certain PIPE Investors pursuant to the First Securities Purchase Agreement (the “Preferred Warrants”) and conversion of the underlying shares of Series A Preferred Stock (the “Preferred Shares”) into Common Stock; and (iv) 442,500 shares of Common Stock issuable upon the exercise of private placement warrants to purchase shares of our Common Stock, at an exercise price of $11.50 per share, that were originally sold in a private placement concurrently with the Initial Public Offering (the “Private Placement Warrants”); and (y) the issuance by us of up to 8,750,000 shares of Common Stock issuable upon the exercise of public warrants to purchase shares of Common Stock, at an exercise price of $11.50 per share, that were originally issued in the Initial Public Offering (the “Public Warrants” and, together with the Private Placement Warrants, the Rollover Warrants, the Common Warrants and the Preferred Warrants, the “Warrants”).

We will receive the proceeds from any exercise of any Warrants for cash, but not from the resale of any shares of Common Stock issuable upon exercise of such Warrants, which amount of aggregate proceeds, assuming the exercise of all Warrants, would be $116.0 million. We believe the likelihood that warrant holders will exercise their Warrants, and therefore the amount of cash proceeds that we would receive, is dependent upon the market price of our Common Stock. As further discussed in this prospectus, as of the date of this prospectus, all of our Warrants are “out of the money,” meaning the exercise price is higher than the market price of our Common Stock. Holders of such “out of the money” Warrants are not likely to exercise such Warrants.

We will pay the expenses, other than any underwriting discounts and commissions, associated with the resale of securities pursuant to this prospectus. The Selling Securityholders will bear all commissions and discounts, if any, attributable to their sales of the shares of Common Stock. We are registering the securities for resale pursuant to the Selling Securityholders’ registration rights under the Investor Rights and Lock-up Agreement, dated as of February 14, 2024, by and among us, the Sponsor, certain Legacy CERo Stockholders and certain other persons (the “Investor Rights Agreement”), the Registration Rights Agreement, dated as of February 14, 2024, by and among CERo and certain PIPE Investors (the “First PIPE Registration Rights Agreement”), the Registration Rights Agreement, dated as of March 29, 2024, by and among CERo and certain PIPE Investors (the “Second PIPE Registration Rights Agreement” and, together with the First PIPE Registration Rights Agreement, the “PIPE Registration Rights Agreement”), certain fee modification agreements, dated as of February 14, 2024, by and between PBAX and certain third-party vendors and service providers (the “Fee Modification Agreements”) and the Liquidated Damages Modification Agreement, dated as of February 23, 2024, by and between us and Danforth Advisors, LLC (the “Liquidated Damages Modification Agreement”). Our registration of the securities covered by this prospectus does not mean that either we or the Selling Securityholders will issue, offer or sell, as applicable, any of the securities. The Selling Securityholders may offer and sell the securities covered by this prospectus in a number of different ways and at varying prices. We provide more information about how the Selling Securityholders may sell the shares in the section entitled “Plan of Distribution.”

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.

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

Our Common Stock and Public Warrants are listed on Nasdaq Stock Market LLC (“Nasdaq”) under the symbol “CERO” and “CEROW,” respectively. On May 3, 2024, the closing price of our Common Stock was $1.38 per share and the closing price of our Public Warrants was $0.80 per warrant.

We are an “emerging growth company” under applicable federal securities laws and are 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 12 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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