CERO THERAPEUTICS HOLDINGS, INC.

DEF 14A 1 ea0217341-01.htm PROXY STATEMENT

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Check the appropriate box:

(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check the appropriate box):

2024 SPECIAL MEETING OF STOCKHOLDERS

October 15, 2024

Dear Stockholders:

We are pleased to invite you to attend the Autumn 2024 Special Meeting of Stockholders (the “Special Meeting”) of CERo Therapeutics Holdings, Inc. (the “Company” or “CERo”), which will be held at 11 a.m. Eastern Time, on November 4, 2024. The Special Meeting will be held in virtual meeting format only. You may attend the Special Meeting, submit questions and vote your shares electronically during the Special Meeting by visiting: www.cstproxy.com/cero/2024.

Details regarding the business to be conducted at the Special Meeting are more fully described in the accompanying proxy statement for the Special Meeting (the “proxy statement”). Other than the proposals described in the proxy statement, the Company’s board of directors (the “Board”) is not aware of any other matters to be presented for a vote at the Special Meeting.

Your vote is important. Whether or not you plan to virtually attend the Special Meeting, we encourage you to vote as soon as possible to ensure that your shares are represented. Information about voting methods is set forth in the accompanying proxy statement.

Only CERo stockholders of record at the close of business on October 2, 2024 will be entitled to vote at the Special Meeting and any adjournment or postponement hereof.

On behalf of the Company, thank you for your continued support.

Sincerely,

/s/ Chris Ehrlich

Chris Ehrlich

Interim Chairman and Chief Executive Officer, and Director

THIS PROXY STATEMENT AND ENCLOSED PROXY CARD ARE

FIRST BEING MADE AVAILABLE ON OR ABOUT OCTOBER 15, 2024.

NOTICE OF 2024 SPECIAL MEETING OF STOCKHOLDERS

Dear Stockholders:

NOTICE IS HEREBY GIVEN that the Autumn 2024 Special Meeting of Stockholders (the “Special Meeting”) of CERo Therapeutics Holdings, Inc. (the “Company” or “CERo”) will be held on November 4, 2024, at 11 a.m. Eastern Time. The Special Meeting will be held in a virtual meeting format only. We are holding the meeting for the purpose of considering and acting upon:

1. The approval of an amendment to our Second Amended and Restated Certificate of Incorporation, as amended (“Certificate of Incorporation”) to combine outstanding shares of our common stock, par value $0.0001 per share (“Common Stock”), into a lesser number of outstanding shares (the “Reverse Stock Split”), by a ratio of not less than one-for-twenty-five and not more than one-for-one-hundred and fifty, with the exact ratio to be set within this range by our board of directors (the “Board”) in its sole discretion (the “Reverse Stock Split Proposal” or “Proposal No. 1”);

2. The approval, subject to certain conditions, of the issuance of shares of Common Stock in accordance with Nasdaq Listing Rule 5635, upon (i) the conversion of the Company’s Series C convertible preferred stock, par value $0.0001 per share (“Series C Preferred Stock”) and (iii) the exercise of warrants to purchase Common Stock (the “Series C Warrants”) issued in a private placement in September 2024 (the “Private Placement” and such proposal, the “Nasdaq Share Issuance Proposal” or “Proposal No. 2”);

3. The approval of the CERo Therapeutics Holdings, Inc. 2024 Equity Incentive Plan (the “Plan”), as amended to increase 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 20,845,391 shares (the “Plan Share Increase Proposal” or “Proposal No. 3”); and

4. The approval of an adjournment of the Special Meeting, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes in favor of Proposal Nos. 1, 2 or 3 (the “Adjournment Proposal” or “Proposal No. 4”).

The Board has fixed the record date for the Special Meeting as October 2, 2024. Only stockholders of record at the close of business on that date may vote at the Special Meeting or any adjournment or postponement thereof. A complete list of the Company’s registered stockholders as of the close of business on the record date will be available to the Company’s stockholders for examination for the 10 days before the Special Meeting at the Company’s offices at 201 Haskins Way, Suite 230, South San Francisco, CA 94080 and during the Special Meeting atwww.cstproxy.com/cero/2024.

You will be able to attend and listen to the Special Meeting, vote, and submit your questions during the Special Meeting by visitingwww.cstproxy.com/cero/2024 and entering your 16-digit control number included on your proxy card or on the instructions that accompanied your proxy materials. We believe that hosting a “virtual” meeting will minimize travel expenses and enable greater stockholder attendance and participation from any location around the world, provide for cost savings to the Company, and reduce the environmental impact of the Special Meeting. The Special Meeting will be governed by the Company’s rules of conduct and procedures that will be posted atwww.cstproxy.com/cero/2024.

Your vote is important. Whether or not you plan to virtually attend the Special Meeting, we encourage you to vote as soon as possible to ensure that your shares are represented. Information about voting methods is set forth in the accompanying proxy statement.

Each of the matters to be acted upon at the Special Meeting is more fully described in the accompanying proxy statement. The Board recommends that you vote “FOR” each of the proposals outlined in the accompanying proxy statement.

The accompanying proxy statement is being mailed to stockholders commencing on or about October 2, 2024. Please carefully review the accompanying proxy statement and act as soon as possible to vote your shares whether or not you intend on attending the Special Meeting. If you attend the virtual Special Meeting and decide to vote during the Special Meeting, you may withdraw your proxy by voting at the Special Meeting.

If you have any questions or need assistance voting your shares, please contact the Company’s proxy solicitor, Advantage Proxy, Inc. (“Advantage”), at (877) 870-8565 (toll free) or by e-mail at ksmith@advantageproxy.com.

By Order of the Board of Directors,

/s/ Chris Ehrlich

Chris Ehrlich

Interim Chairman and Chief Executive Officer, and Director