CERO 8-K
Cero Therapeutics Holdings, Inc. (CERO)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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| Item 3.02 | Unregistered Sales of Equity Securities. |
As previously reported on the Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on April 22, 2025, CERo Therapeutics Holdings, Inc. (the “Company”) entered into a securities purchase agreement (the “Securities Purchase Agreement”) with certain institutional investors (the “Investors”), pursuant to which the Company agreed to issue and sell, in one or more closings, up to 10,000 shares of the Company’s Series D convertible preferred stock, par value $0.0001 per share (the “Series D Preferred Stock”), which are convertible into shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), in a private placement offering.
On June 5, 2025, pursuant to the Securities Purchase Agreement, the Company and certain Investors, mutually agreed to effect, and effected, an Additional Closing (as defined in the Securities Purchase Agreement), with respect to 938 additional shares of Series D Preferred Stock for gross proceeds of approximately $750,400. The rights, preferences and privileges of the Series D Preferred Stock are set forth in the certificate of designations of rights and preferences of the Series D Preferred Stock (the “Certificate of Designations”), filed with the Secretary of State of the State of Delaware on April 22, 2025. The offering and sale of the shares of Series D Preferred Stock were issued and, upon conversion of the Series D Preferred Stock, the shares of Common Stock underlying the Series D 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 and the Certificate of Designations do not purport to be complete and each is qualified in its entirety by the full text of Securities Purchase Agreement and the Certificate of Designations, as applicable, which are filed as exhibits to the Company’s Current Reports on Form 8-K filed on April 22, 2025 and on April 25, 2025, respectively.
| Item 8.01 | Other Events. |
The Company also issued a press release announcing the additional closing on June 6, 2025, a copy of which is filed as Exhibit 99.1 to this Current Report on Form 8-K.
| Item 9.01 | Financial Statements and Exhibits. |
(d)
| Exhibit Number | Description | |
| 3.1† | Certificate of Designation of Preferences, Rights and Limitations of the Series D Convertible Preferred Stock, dated April 22, 2025 (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K (File No. 001-40877) filed on April 25, 2025). | |
| 10.1† | Securities Purchase Agreement, dated of April 21, 2025, by and among CERo Therapeutics Holdings, Inc., and the investors signatory thereto (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K (File No. 001-40877) filed on April 22, 2025). | |
| 99.1* | Press Release dated June 6, 2025. | |
| 104 | Cover Page Interactive Data File-the cover page XBRL tags are embedded within the Inline XBRL document. | |
| † | Certain portions of this document that constitute confidential information have been redacted pursuant to Item 601(b)(10) of Regulation S-K. | |
| * | Filed herewith. |
1
SIGNATURES
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.
| CERO THERAPEUTICS HOLDINGS, INC. | |||
| Date: | June 6, 2025 | By: | /s/ Chris Ehrlich |
| Chris Ehrlich | |||
| Chief Executive Officer | |||
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Exhibit 99.1
CERo Therapeutics, Inc. Announces Option Exercise for Additional Series D Financing
SOUTH SAN FRANCISCO, Calif.– June 6, 2025 - (Globe Newswire) – CERo Therapeutics Holdings, Inc. (Nasdaq: CERO) (“CERo”), an innovative immunotherapy company seeking to advance the next generation of engineered T cell therapeutics that employ phagocytic mechanisms, announces that the Company has issued additional shares of its Series D Preferred Stock to certain institutional investors (the “Investors”) pursuant to the securities purchase agreement previously entered into by and between the Company and such Investors on April 22, 2025 with respect to the issuance of shares of Series D Preferred Stock for an aggregate purchase price of up to $8 million, including $5 million previously issued in April 2025 and up to $3 million issuable at the option of the Investors. The shares of Series D Preferred Stock are convertible into shares of the Company’s common stock.
“We welcome this vote of confidence and the continued support of our investors as we continue to show progress along our clinical timeline. The completion of our first-in-human dosing represents a significant clinical development milestone in AML for CER-1236, a novel autologous CAR-T therapeutic candidate targeting TIM 4L, and we will continue to communicate results as the data matures,” said Chris Ehrlich, Chief Executive Officer.
The gross proceeds to CERo from today’s closing are expected to be approximately $750,000, with up to $2.25 million of cash that may be funded at one or more additional closings, at the election of the Investors. CERo intends to use the net proceeds from the offering to take advantage of the two recent FDA IND allowances in liquid and solid tumors and complete the previously announced site activation at MDACC, as well as bring other sites online quickly.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or jurisdiction.
About CERo Therapeutics Holdings, Inc.
CERo is an innovative immunotherapy company advancing the development of next generation engineered T cell therapeutics for the treatment of cancer. Its proprietary approach to T cell engineering, which enables it to integrate certain desirable characteristics of both innate and adaptive immunity into a single therapeutic construct, is designed to engage the body’s full immune repertoire to achieve optimized cancer therapy. This novel cellular immunotherapy platform is expected to redirect patient-derived T cells to eliminate tumors by building in engulfment pathways that employ phagocytic mechanisms to destroy cancer cells, creating what CERo refers to as Chimeric Engulfment Receptor T cells (“CER-T”). CERo believes the differentiated activity of CER-T cells will afford them greater therapeutic application than currently approved chimeric antigen receptor (“CAR-T”) cell therapy, as the use of CER-T may potentially span both hematological malignancies and solid tumors. In April 2025, CERo initiated clinical trials for its lead product candidate, CER-1236,for hematological malignancies.
Forward-Looking Statements
This communication contains statements that are forward-looking and as such are not historical facts. This includes, without limitation, statements regarding the financial position, business strategy and the plans and objectives of management for future operations of CERo. These statements constitute projections, forecasts and forward-looking statements, and are not guarantees of performance. Such statements can be identified by the fact that they do not relate strictly to historical or current facts. When used in this communication, words such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “strive,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. When CERo discusses its strategies or plans, it is making projections, forecasts or forward-looking statements. Such statements are based on the beliefs of, as well as assumptions made by and information currently available to, CERo’s management.
Actual results could differ from those implied by the forward-looking statements in this communication. Certain risks that could cause actual results to differ are set forth in CERo’s filings with the Securities and Exchange Commission, including its Annual Report on Form 10-K, filed on April 15, 2025, and the documents incorporated by reference therein. The risks described in CERo’s filings with the Securities and Exchange Commission are not exhaustive. New risk factors emerge from time to time, and it is not possible to predict all such risk factors, nor can CERo assess the impact of all such risk factors on its business, or the extent to which any factor or combination of factors may cause actual results to differ materially from those contained in any forward-looking statements. Forward-looking statements are not guarantees of performance. You should not put undue reliance on these statements, which speak only as of the date hereof. All forward-looking statements made by CERo or persons acting on its behalf are expressly qualified in their entirety by the foregoing cautionary statements. CERo undertakes no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.
Contact:
Chris Ehrlich
Chief Executive Officer
Investors:
CORE IR