CERO THERAPEUTICS HOLDINGS INC

As filed with the Securities and Exchange Commission on October 21, 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)

Chris Ehrlich

Interim 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 OCTOBER 21, 2024

PRELIMINARY PROSPECTUS

Up to 713,563,749 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 (i) 57,670,954 shares of common stock, par value $0.0001 per share (“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, Phoenix Biotech Acquisition Corp. (“PBAX”) and such investors (the “First Securities Purchase Agreement”), at an effective purchase price of $0.0618 per share, resulting from the conversion of 125% of the number of outstanding shares of Series A Preferred Stock with a stated value of $1,000 per share, multiplied by certain adjustments set forth in the terms of the Series A Preferred Stock, and divided by a conversion price of $1.00 per share of Common Stock; (ii) 9,182,934 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”), at an effective purchase price of $0.0618 per share, resulting from the conversion of 125% of the number of outstanding shares of Series B Preferred Stock with a stated value of $1,000 per share, multiplied by certain adjustments set forth in the terms of the Series B Preferred Stock, and divided by a conversion price of $1.00 per share of Common Stock; (iii) 70,739,367 shares of Common Stock issued upon the conversion of shares of our Series A Preferred Stock and Series B Preferred Stock, at effective conversion prices ranging from $0.0647 to $0.2024; (iv) 436,683,678 shares of Common Stock issuable upon the conversion of 300% of the number of outstanding shares of our Series C Preferred Stock, par value $0.0001 per share (the “Series C Preferred Stock”), purchased by certain investors pursuant to the Securities Purchase Agreement, dated as of September 25, 2024, by and among us and such investors (the “Third Securities Purchase Agreement”), at an effective purchase price of $0.0196, resulting from the conversion of shares of Series C Preferred Stock with a stated value of $1,000 per share, multiplied by certain adjustments set forth in the terms of the Series C Preferred Stock, and divided by a conversion price of $0.20 per share of Common Stock; (v) 250,000 shares of Common Stock issued to a stockholder in a reallocation of shares in connection with the consummation of the Business Combination (as defined below), at an assumed purchase price of $5.85 per share, which was the closing price of the Common Stock on the closing date of the Business Combination; and (vi) 75,000,000 shares of our Common Stock issuable to a service provider, issuable at a discount to the market price at the time of issuance, at an assumed purchase price of $0.02 per share. 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.

This prospectus also relates to the resale by the Selling Securityholders of up to (i) 8,175,166 shares of Common Stock issuable upon the exercise of warrants to purchase shares of our Common Stock, at an exercise price of $0.098 per share, which warrants were sold to certain investors pursuant to the Third Securities Purchase Agreement (the “Series C Warrants”); and (ii) 55,861,651 shares of Common Stock issuable upon the exercise of outstanding warrants to purchase 125% of the number of shares of our Series A Preferred Stock at an effective exercise price of $1.39 per share of Series A Preferred Stock sold to certain 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 at a conversion price of $0.0618 per share.

We could potentially receive (i) up to an aggregate of approximately $0.8 million in proceeds from the exercise of the Series C Warrants, assuming the exercise in full of all of the Series C Warrants for cash and (ii) up to an aggregate of approximately $2.0 million in proceeds from the exercise of the Preferred Warrants, assuming the exercise in full of all of the Series C Warrants and Preferred Warrants for cash. We will not receive any of the proceeds from the resale of the shares of Common Stock issuable upon the exercise of the Series C Warrants, or the resale of the shares of Common Stock issuable upon the exercise of the Preferred Warrants and conversion of the underlying shares of Series A Preferred Stock into Common Stock. We believe the likelihood that warrant holders will exercise their Series C Warrants or Preferred 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, most 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. As a result, we have neither included nor intend to include any potential cash proceeds from the exercise of our Warrants in our short-term or long-term liquidity outlook and assumptions. We do not expect to rely on the exercise of our Warrants to fund our operations. We will continue to evaluate the probability of warrant exercise over the life of our Warrants and the merit of including potential cash proceeds from the exercise in our liquidity outlook and assumptions. As described more fully in the section of this prospectus titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations of CERo,” as a result of the high level of redemptions in connection with the Business Combination, the funds released from PBAX’s trust account upon consummation of the Business Combination have also not been a meaningful source of liquidity. We expect to need to raise substantial capital or obtain other financing in order to be able to meet our projected expenditures during the next 12 months following the date of this prospectus. If we are unable to raise additional funds through equity or debt financings when needed, we may be required to delay, limit, or substantially reduce our continuing operations and growth strategy. See the section entitled “Risk Factors—Risks Related to Ownership of Our Securities.”

Due to the significant number of redemptions of Class A common stock, par value $0.0001 per share (the “PBAX Class A common stock”), of PBAX 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”), PBAX and PBCE Merger Sub, Inc. (“Merger Sub”), 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 represent a considerable percentage of our public float, and the sales of such shares, or the perception that these sales could occur, could cause the market price of the Common Stock to decline significantly. In addition, we will not receive any proceeds from the resale of Common Stock by the Selling Securityholders pursuant to this prospectus. We expect to require substantial additional capital to support our operations and execute our business plan, including the development and manufacturing of our product candidates, and the payment of deferred expenses incurred in connection with the Business Combination. We will be required to raise capital in part through the issuance of our equity or equity-based securities, the issuance of which may have an adverse effect on the price of our Common Stock. However, we may be unable to raise capital or additional financing when needed on acceptable terms, or at all. See the sections entitled “Information Related to Offered Securities” and “Risk Factors—Risks Related to Ownership of Our Securities.”

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 Selling Securityholders’ securities for resale pursuant to the Selling Securityholders’ registration rights under the Registration Rights Agreement, dated as of February 14, 2024, by and among CERo and certain investors (the “First PIPE Registration Rights Agreement”), the Registration Rights Agreement, dated as of March 29, 2024, by and among CERo and certain investors (the “Second PIPE Registration Rights Agreement”) and Registration Rights Agreement, dated as of September 26, 2024, by and among CERo and certain investors (the “Third PIPE Registration Rights Agreement” and, together with the First PIPE Registration Rights Agreement and the Second PIPE Registration Rights Agreement, the “PIPE Registration Rights Agreements”). Our registration of the securities covered by this prospectus does not mean that the Selling Securityholders will 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 to purchase Common Stock (the “Public Warrants”) are listed on Nasdaq Stock Market LLC (“Nasdaq”) under the symbol “CERO” and “CEROW,” respectively. On October 18, 2024, the closing price of our Common Stock was $0.0842 per share and the closing price of our Public Warrants was $0.0048 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 11 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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