UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or Section 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 14, 2025

CERO THERAPEUTICS HOLDINGS, INC. 

(Exact name of registrant as specified in its charter)

(650) 407-2376

Registrant’s telephone number, including area code

Not applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

Emerging growth company ☒

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 13(a) of the Exchange Act. ☐

Item 1.01 Entry into a Material Definitive Agreement.

On October 16, 2025, CERo Therapeutics Holdings, Inc. (the “Company”) and the requisite Buyers (as defined in the Securities Purchase Agreement) party to the Securities Purchase Agreement (as defined below), entered into Amendment No. 1 to such Securities Purchase Agreement (the “SPA Amendment”) to add an additional Buyer (as defined in the Securities Purchase Agreement) and increase the size of the Initial Closing (as defined in the Securities Purchase Agreement) by $500,000 to an aggregate of approximately $2.25 million of gross proceeds and reduce the size of the Additional Closings (as defined in the Securities Purchase Agreement) by an offsetting amount. There was no change to the aggregate amount of up to $7 million of proceeds to be funded pursuant to such Securities Purchase Agreement upon consummation of all of the Closings (as defined in the Securities Purchase Agreement) provided for therein.

Item 5.03 Amendments to Articles of Incorporation of Bylaws; Change in Fiscal Year.

On October 14, 2025, the Company filed the Certificate of Designations of Rights and Preferences of the Series E Preferred Stock (the “Certificate of Designations”) for the purpose of designating and establishing the Company’s Series E convertible preferred stock, par value $0.0001 per share (the “Series E Preferred Stock”). The Certificate of Designations was filed pursuant to the Securities Purchase Agreement, dated October 14, 2025, with certain accredited investors named therein (the “Securities Purchase Agreement”), as previously reported by the Company in its Current Report on Form 8-K filed with the Securities and Exchange Commission on October 14, 2025 (the “Prior Form 8-K”). The Certificate of Designations became effective on October 14, 2025.

The descriptions of the Series E Preferred Stock and the Certificate of Designations as previously reported in the Prior Form 8-K are incorporated by reference herein. Such descriptions do not purport to be complete and are qualified in their entirety by reference to the Certificate of Designations, which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 8.01. Other Events.

On October 16, 2025, pursuant to the Securities Purchase Agreement, as amended, the Company and certain accredited investors named therein, mutually agreed to effect, and effected, the Initial Closing (as defined in the Securities Purchase Agreement), with respect to 3,816 shares of Series E Preferred Stock for gross proceeds of approximately $2.25 million. The aggregate amount to be funded pursuant to the Securities Purchase Agreement remains $7 million, of which $2.25 million was funded at the Initial Closing and $4.75 million remains to be funded at the additional closings. The rights, preferences and privileges of the Series E Preferred Stock are set forth in the Certificate of Designations. The offering and sale of the shares of Series E Preferred Stock were issued and, upon conversion of the Series E Preferred Stock, the shares of Common Stock underlying the Series E Preferred Stock will be issued, in each case, without registration under the Securities Act, in reliance on the exemptions provided by Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”) as a transaction not involving a public offering and Rule 506 promulgated under the Securities Act as sales to accredited investors, and in reliance on similar exemptions under applicable state laws.

The description of the terms and conditions of the Securities Purchase Agreement does not purport to be complete and each is qualified in its entirety by the full text of Securities Purchase Agreement filed as exhibit to the Prior Form 8-K.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

The following exhibits are being filed herewith:

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.