CERO THERAPEUTICS HOLDINGS, INC.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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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):

2025 ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON MAY 29, 2025

May 6, 2025

Dear Stockholders:

We are pleased to invite you to attend the 2025 Annual Meeting of Stockholders (the “Annual Meeting”) of CERo Therapeutics Holdings, Inc. (the “Company” or “CERo”), which will be held at 9:00 a.m. Pacific Time, on May 29, 2025. The Annual Meeting will be held in virtual meeting format only. You may attend the Annual Meeting, submit questions and vote your shares electronically during the Annual Meeting by visiting: https://www.cstproxy.com/cero/2025.

Details regarding the business to be conducted at the Annual Meeting are more fully described in the accompanying proxy statement for the Annual 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 Annual Meeting.

Your vote is important. Whether or not you plan to virtually attend the Annual 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 March 31, 2025 will be entitled to vote at the Annual Meeting and any adjournment or postponement hereof.

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

Sincerely,

/s/ Chris Ehrlich

Chris Ehrlich

Chairman, Chief Executive Officer, and Director

THIS PROXY STATEMENT AND ENCLOSED PROXY CARD ARE

FIRST BEING MADE AVAILABLE ON OR ABOUT MAY 7, 2025.

NOTICE OF 2025 ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ONMAY 29, 2025

Dear Stockholders:

NOTICE IS HEREBY GIVEN that the 2025 Annual Meeting of Stockholders (the “Annual Meeting”) of CERo Therapeutics Holdings, Inc. (the “Company” or “CERo”) will be held on May 29, 2025, at 9:00 a.m. Pacific Time. The Annual 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-two and not more than one-for-twenty-five, 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 the exercise of warrants to purchase Common Stock (the “February 2025 Common Warrants”) issued in a registered direct offering in February 2025 at less than the “minimum price” under Nasdaq Listing Rule 5635(d), including the issuance of equity compensation to one of the Company’s directors upon the exercise of the February 2025 Common Warrants at less than market value pursuant to Nasdaq Listing Rule 5635(c) (the “Nasdaq Share Issuance (Warrants) Proposal” or “Proposal No. 2”);

3. The approval, subject to certain conditions, of the issuance of shares of Common Stock in accordance with Nasdaq Listing Rule 5635 upon the conversion of the Company’s Series D convertible preferred stock, par value $0.0001 per share, issued in a private placement in April 2025, at less than the “minimum price” under Nasdaq Listing Rule 5635(d) (the “Nasdaq Share Issuance (Series D) Proposal” or “Proposal No. 3”);

4. The approval of the CERo Therapeutics Holdings, Inc. 2024 Equity Incentive Plan (the “2024 Plan”), as amended to increase the number of shares of Common Stock available for issuance under the 2024 Plan and the number of shares that may be issued pursuant to incentive stock options by an additional 2,000,000 shares (the “Plan Share Increase Proposal” or “Proposal No. 4”);

5. The approval of the election of two Class I directors to the Board to serve until the 2028 annual meeting of stockholders and until his or her successor has been duly elected and qualified, or until his or her earlier death, resignation or removal (the “Director Election Proposal” or “Proposal No. 5”);

6. The ratification of the appointment of Wolf & Company, P.C. (“Wolf”), as the Company’s independent registered public accounting firm for the 2025 fiscal year (the “Auditor Ratification Proposal” or “Proposal No. 6”); and

7. The approval of an adjournment of the Annual 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, 3 or 4 (the “Adjournment Proposal” or “Proposal No. 7”).

The Board has fixed the record date for the Annual Meeting as March 31, 2025. Only stockholders of record at the close of business on that date may vote at the Annual 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 ten days before the Annual Meeting at the Company’s offices at 201 Haskins Way, Suite 230, South San Francisco, CA 94080 and during the Annual Meeting athttps://www.cstproxy.com/cero/2025.

You will be able to attend and listen to the Annual Meeting, vote, and submit your questions during the Annual Meeting by visiting https://www.cstproxy.com/cero/2025 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 Annual Meeting. The Annual Meeting will be governed by the Company’s rules of conduct and procedures that will be posted athttps://www.cstproxy.com/cero/2025.

Your vote is important. Whether or not you plan to virtually attend the Annual 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 Annual 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 May 7, 2025. 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 Annual Meeting. If you attend the virtual Annual Meeting and decide to vote during the Annual Meeting, you may withdraw your proxy by voting at the Annual Meeting.

If you have any questions or need assistance voting your shares, please contact the Company’s proxy solicitor, Okapi Partners, LLC (“Okapi”), at (877) 566-1922 (toll free) or by e-mail at info@okapipartners.com.

By Order of the Board of Directors,

/s/ Chris Ehrlich

Chris Ehrlich

Chairman, Chief Executive Officer, and Director