Please wait

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Name of Issuer)

(Title of Class of Securities)

(CUSIP Number)

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

SCHEDULE 13D/A 0001213900-24-092444 0001266567 XXXXXXXX LIVE 1 Common Stock, $0.0001 par value per share 02/07/2025 false 0001870404 71902K105 Cero Therapeutics Holdings, Inc. 201 HASKINS WAY SUITE 230 SOUTH SAN FRANCISCO CA 94080 Brian G. Atwood (925) 310-4926 4165 Canyon Road Lafayette CA 94549 Y Atwood-Edminster Trust dtd 4-2-2000 PF N X1 0.00 196074.00 0.00 196074.00 196074.00 N 6.5 OO (1) Percentage ownership is calculated based on 3,029,933 shares of Common Stock outstanding as of February 7, 2025, as reported by the Issuer in final prospectus, filed with the Securities and Exchange Commission (the "SEC") pursuant to Rule 424B under the Securities Act of 1933, as amended (the "Securities Act"), on February 7, 2025. 0001266567 N Brian G. Atwood PF N X1 6330.00 196074.00 6330.00 196074.00 202404.00 N 6.7 IN (1) Consists of (i) 196,074 shares of Common Stock owned directly by the Atwood-Edminster Trust dtd 4-2-2000, of which Mr. Atwood is a trustee, (ii) 1,250 shares of Common Stock owned directly by Mr. Atwood and (iii) 5,080 shares of Common Stock issuable upon exercise of stock options owned directly by Mr. Atwood. (2) Percentage ownership is calculated based on 3,029,933 shares of Common Stock outstanding as of February 7, 2025, as reported by the Issuer in final prospectus, filed with the SEC pursuant to Rule 424B under the Securities Act on February 7, 2025. Y Lynne H. Edminster PF N X1 0.00 196074.00 0.00 196074.00 196074.00 N 6.5 IN (1) Consists of 196,074 shares of Common Stock owned directly by the Atwood-Edminster Trust dtd 4-2-2000, of which Ms. Edminster is a trustee. (2) Percentage ownership is calculated based on 3,029,933 shares of Common Stock outstanding as of February 7, 2025, as reported by the Issuer in final prospectus, filed with the SEC pursuant to Rule 424B under the Securities Act on February 7, 2025. Common Stock, $0.0001 par value per share Cero Therapeutics Holdings, Inc. This Amendment No. 1 ("Amendment No. 1") amends the Schedule 13D originally filed on October 30, 2024, as amended (the "Statement"), and is filed jointly by Brian G. Atwood, Lynne H. Edminster and the Atwood-Edminster Trust dtd 4-2-2000 (the "Trust" and, together with Mr. Atwood and Ms. Edminster, the "Reporting Persons"), with respect to the Common Stock, par value $0.0001 per share ("Common Stock"), of CERo Therapeutics Holdings, Inc., a Delaware corporation (the "Issuer").. Capitalized terms used herein but not defined shall have the meaning attributed to them in the Schedule 13D. N/A N/A N/A N/A N/A N/A Item 3 is hereby supplemented as follows: On February 7, 2025, pursuant to a Securities Purchase Agreement, dated February 5, 2025, Mr. Atwood purchased 306,120 Pre-Funded Warrants, which are exercisable at any time on or after the date of issuance for an exercise price of $0.0001 per share, for shares of Common Stock, and 306,120 Warrants, which will become exercisable immediately upon the Issuer's receipt of stockholder approval (the "Stockholder Approval Date") for an exercise price of $1.96 per share, for shares of Common Stock. The aggregate purchase price for each pair of Pre-Funded Warrants and Warrants was $1.9599. The Warrants will expire on the fifth anniversary of the Stockholder Approval Date. In addition, GVN, LLC, a limited liability company of which the sole member is the Trust, and of which Brian G. Atwood and Lynne H. Edminster are the managers, purchased 204,080 Pre-Funded Warrants and 204,080 Warrants. The aggregate purchase price for all of the Pre-Funded Warrants and Warrants purchased by the Reporting Persons was $999,992. The purchase of the Pre-Funded Warrants and Warrants was financing through the use of personal funds of the Reporting Persons. Each of the Pre-Funded Warrants and Warrants contains a beneficial ownership limitation, preventing the exercise thereof if and to the extent that the exercise thereof would result in the holder thereof, together with its affiliates who may be deemed to have beneficial ownership of the securities held thereby, being deemed to have beneficial ownership of greater than 4.99% of the outstanding shares of Common Stock. As a result, such Pre-Funded Warrants and Warrants are not presently exercisable and none of the Reporting Persons may be deemed to have beneficial ownership of the shares of Common Stock issuable upon exercise thereof. Item 4 is hereby supplemented as follows: The information set forth in Item 3 of this Statement, as amended therein, is incorporated herein by reference. See Items 7-11 of the cover pages of this Statement, as amended, and Item 2 of the Statement. See Items 7-11 of the cover pages of this Statement, as amended, and Item 2 of the Statement. Except as reported in this Statement, none of the Reporting Persons has effected any transactions in the Issuer's securities within the past 60 days. No other person is known to the Reporting Persons to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Common Stock covered by this Statement. Not applicable. Item 6 is hereby supplemented as follows: The information set forth in Items 3 and 4 of this Statement is incorporated herein by reference. Atwood-Edminster Trust dtd 4-2-2000 /s/ Brian G. Atwood Brian G. Atwood/Trustee 02/07/2025 Brian G. Atwood /s/ Brian G. Atwood Brian G. Atwood 02/07/2025 Lynne H. Edminster /s/ Brian G. Atwood, as attorney-in-fact for Lynne H. Edminster Brian G. Atwood 02/07/2025