CERO THERAPEUTICS HOLDINGS INC

As filed with the Securities and Exchange Commission on December 20, 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

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:

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 DECEMBER 20, 2024

PRELIMINARY PROSPECTUS

Up to [___] Shares of Common Stock

Pre-Funded Warrants to Purchase up to [___] Shares of Common Stock

Common Warrants to Purchase up to [___] Shares of Common Stock

Up to [___] Shares of Common Stock Issuable Upon Exercise of Pre-Funded Warrants and Common Warrants

We are offering up to [] shares of our common stock, par value $0.0001 per share (“Common Stock”), together with new common warrants (the “Offered Common Warrants”) to purchase up to an aggregate of [] shares of our Common Stock and an aggregate of [] shares of our Common Stock issuable upon exercise of the Offered Common Warrants. Each share of Common Stock, or pre-funded warrant in lieu thereof (“Pre-Funded Warrants”), is being sold together with an Offered Common Warrant to purchase [] share of Common Stock. Each Common Offered Warrant will have an exercise price of $[__], will be immediately exercisable and will expire on the fifth anniversary of the original issuance date.

We are also offering to certain purchasers whose purchase of shares of Common Stock in this offering would otherwise result in the purchaser, together with its affiliates and certain related parties, beneficially owning more than 4.99% (or, at the election of the purchaser, 9.99%) of our outstanding Common Stock immediately following the consummation of this offering, the opportunity to purchase, if any such purchaser so chooses, Pre-Funded Warrants to purchase up to [___] shares of Common Stock, in lieu of shares of Common Stock that would otherwise result in such purchaser’s beneficial ownership exceeding 4.99% (or, at the election of the purchaser, 9.99%) of our outstanding Common Stock. The public offering price of each Pre-Funded Warrant and accompanying Offered Common Warrant will be equal to the price at which one share of Common Stock and accompanying Offered Common Warrant is sold to the public in this offering, minus $0.001, and the exercise price of each pre-funded warrant will be $0.001 per share. The Pre-Funded Warrants will be immediately exercisable and may be exercised at any time until all of the Pre-Funded Warrants are exercised in full.

The shares of Common Stock, or Pre-Funded Warrants in lieu thereof, and the accompanying Offered Common Warrants can only be purchased together in this offering but will be issued separately and will be immediately separable upon issuance.

This offering will terminate on [___], 2024, unless we decide to terminate the offering (which we may do at any time in our discretion) prior to that date. We will have one closing for all the securities purchased in this offering.

As of December 16, 2024, there were 333,580,498 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, Series B Preferred Stock and Series C Preferred Stock (each as defined below) and the exercise of all outstanding Warrants (as defined below) and options, of which [] shares were held by non-affiliates (without taking into account beneficial ownership or stock exchange limitations). If all of the [] shares of Common Stock offered under this prospectus, including the [] shares of Common Stock issuable upon exercise of the Pre-Funded Warrants and Offered Common Warrants, were issued and outstanding as of December [], 2024 (without taking into account beneficial ownership or stock exchange limitations), such shares would represent approximately []% of the total number of our fully-diluted shares of Common Stock outstanding and approximately [_]% of the total number of our fully-diluted shares of Common Stock held by non-affiliates.

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 December 18, 2024, the last quoted sale price for the shares of our Common Stock as reported on the Nasdaq was $0.06 per share.

Our existing public warrants (the “Public Warrants”) are listed on Nasdaq under the symbol “CEROW,” and the last reported sale price of the Public Warrants on Nasdaq on December 18, 2024 was $0.009 per Public Warrant. The Offered Common Warrants do not have the same terms and conditions as our Public Warrants. The actual number of securities, and the combined offering price per share of Common Stock and the accompanying Offered Common Warrants, and the exercise price for the accompanying Offered Common Warrants will be as determined between us and investors at the time of pricing, and may be at a discount to the current market price of our Common Stock and the Public Warrants. Therefore, the recent market prices used throughout this prospectus may not be indicative of the actual public offering price of the shares of Common Stock and accompanying Offered Common Warrants. Currently, there is no public market for the Offered Common Warrants.

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

We have engaged JonesTrading Institutional Services LLC (“Jones” or the “placement agent”) to act as our exclusive placement agent in connection with this offering. The placement agent has agreed to use its reasonable best efforts to arrange for the sale of the securities offered by this prospectus. The placement agent is not purchasing or selling any of the securities we are offering and the placement agent is not required to arrange the purchase or sale of any specific number of securities or dollar amount. We have agreed to pay to the placement agent the placement agent fees set forth in the table below, which assumes that we sell all of the securities offered by this prospectus. Since we will deliver the securities to be issued in this offering upon our receipt of investor funds, there is no arrangement for funds to be received in escrow, trust or similar arrangement.

There is no minimum offering requirement as a condition of closing of this offering. Because there is no minimum offering amount required as a condition to closing this offering, we may sell fewer than all of the securities offered hereby, which may significantly reduce the amount of proceeds received by us, and investors in this offering will not receive a refund in the event that we do not sell an amount of securities sufficient to pursue our business goals described in this prospectus. In addition, because there is no escrow account and no minimum offering amount, investors could be in a position where they have invested in our company, but we are unable to fulfill all of our contemplated objectives due to a lack of interest in this offering.

Further, any proceeds from the sale of securities offered by us will be available for our immediate use, despite uncertainty about whether we would be able to use such funds to effectively implement our business plan. We will bear all costs associated with the offering. See “Plan of Distribution” on page 183 of this prospectus for more information regarding these arrangements.

Delivery of the shares of Common Stock, Pre-Funded Warrants and Offered Common Warrants offered hereby is expected to be made on or about [__], 2024, subject to the satisfaction of customary closing conditions.

** 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 9 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.

Jones

The date of this prospectus is , 2024.

TABLE OF CONTENTS

i