UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On December 19, 2025, at the 2025 Special Meeting of Stockholders (the “Special Meeting”) of CERo Therapeutics Holdings, Inc. (the “Company”), the stockholders of the Company approved an amendment (the “Amendment”) to the CERo Therapeutics Holdings, Inc. 2024 Equity Incentive Plan, as amended (the “Plan”), to increase the number of shares of the Company’s common stock, par value $0.0001 per share (“Common Stock”), available for issuance under the Plan and the number of shares that may be issued pursuant to incentive stock options by an additional 32,000,000 shares.
A detailed summary of the material features of the Plan is set forth in the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on November 28, 2025, as supplemented on December 2, 2025 (the “Proxy Statement”) under the caption “Proposal No. 3: Plan Share Increase Proposal,” which description is incorporated herein by reference.
The descriptions of the Amendment contained herein and in the Proxy Statement do not purport to be complete and are qualified in their entirety by reference to the full text of the Amendment, which is attached hereto as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders.
On December 19, 2025, the Company held the Special Meeting at 9:00 a.m. Pacific Time for the purposes of considering and voting upon the proposals below. As of the record date of November 14, 2025, there were a total of 20,802,671 shares of Common Stock issued and outstanding and entitled to vote at the Special Meeting. There were 10,988,347 shares of Common Stock present at the Special Meeting in person or represented by proxy, or approximately 52.82% of the shares issued and outstanding and entitled to vote at the Special Meeting, representing a quorum. Capitalized terms used, but not defined herein, shall have the meaning set forth in the Proxy Statement.
| Proposal 1. | To approve an amendment (the “Charter Amendment”) to the Company’s Second Amended and Restated Certificate of Incorporation, as amended, to combine outstanding shares of Common Stock into a lesser number of outstanding shares (the “Reverse Stock Split”), by a ratio of not less than one-for-forty and not more than one-for-one-hundred-fifty, with the exact ratio to be set within this range by the Company’s Board of Directors in its sole discretion. |
| VOTES FOR | ABSTENTIONS | VOTES AGAINST | ||
| 8,012,563 | 688,702 | 2,287,082 |
| Proposal 2. | To approve, subject to certain conditions, the issuance of shares of Common Stock in accordance with Nasdaq Listing Rule 5635, upon the conversion of the Company’s Series E convertible preferred stock, par value $0.0001 per share, issued in a private placement in October 2025, at less than the “minimum price” under Nasdaq Listing Rule 3635(d). |
| VOTES FOR | ABSTENTIONS | VOTES AGAINST | BROKER NON-VOTES | |||
| 3,304,540 | 127,164 | 1,422,195 | 6,134,448 |
| Proposal 3. | To approve the Amendment to the Plan, to increase the number of shares of Common Stock available for issuance under the Plan and the number of shares that may be issued pursuant to incentive stock options by an additional 32,000,000 shares. |
| VOTES FOR | ABSTENTIONS | VOTES AGAINST | BROKER NON-VOTES | |||
| 2,568,408 | 159,234 | 2,126,257 | 6,134,448 |
Proposal 4 was not presented to the stockholders because the foregoing resolutions were approved.
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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 10.1*+ | Fourth Amendment to the CERo Therapeutics Holdings, Inc. 2024 Equity Incentive Plan | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
| * | Filed herewith. |
| + | Indicates management contract or compensatory plan. |
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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.
| CERO THERAPEUTICS HOLDINGS, INC. | ||
| By: | /s/ Chris Ehrlich | |
| Name: | Chris Ehrlich | |
| Title: | Chief Executive Officer | |
Dated: December 19, 2025
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Exhibit 10.1
FOURTH AMENDMENT
TO THE
CERo THERAPEUTICS HOLDINGS, INC.
2024 EQUITY INCENTIVE PLAN
This Amendment to the CERo Therapeutics Holdings, Inc. 2024 Equity Incentive Plan (“Amendment”) is hereby adopted by the Board of Directors (the “Board”) of CERo Therapeutics Holdings, Inc., a Delaware corporation (the “Company”). All capitalized terms not defined in this Amendment shall be defined as set forth in the Plan.
WHEREAS, the Company maintains the CERo Therapeutics Holdings, Inc. 2024 Equity Incentive Plan (as previously amended, the “Plan”).
WHEREAS, the Plan was originally adopted in 2024 with a reserve of 51,726 shares of common stock of the Company and a limit on the number of Incentive Stock Options that may be granted pursuant to the Plan of 50,993 Shares, and such amounts were increased by 20,000 shares each pursuant to the First Amendment to the Plan, dated April 30, 2024, by 208,454 shares each pursuant to the Second Amendment to the Plan, dated September 30, 2024 and 2,000,000 shares each pursuant to the Third Amendment to the Plan, dated May 29, 2025.
WHEREAS, the Board desires to adopt the Amendment to increase (i) the share reserve and (ii) the Incentive Stock Option limit under the Plan, in each case, by 32,000,000 Shares, to meet the Company’s equity award needs.
WHEREAS, the Board has recommended that the Amendment be submitted to the stockholders of the Company for approval at the Company’s 2025 special meeting of stockholders to be held on December 19, 2025 (the “Effective Date”).
NOW THEREFORE BE IT RESOLVED, that effective as of the Effective Date, the Plan is hereby amended as follows:
| 1. | Amendments to Share Reserves. |
| a. | The first sentence of Section 2(a) is amended and restated in its entirety to read as follows: |
“Subject to adjustment in accordance with Section 2(c) and any adjustments as necessary to implement any Capitalization Adjustments, the aggregate number of shares of Common Stock that may be issued pursuant to Awards will not exceed 32,123,494 shares of Common Stock.”
| b. | Section 2(b) is amended and restated in its entirety to read as follows: |
“Notwithstanding anything to the contrary in Section 2(a) and subject to any adjustments as necessary to implement any Capitalization Adjustments, the aggregate maximum number of shares of Common Stock that may be issued pursuant to the exercise of Incentive Stock Options is 32,123,457 shares.”
| 2. | All Other Provisions of the Plan Remain the Same. Except as expressly provided in this Amendment, all other terms, conditions and obligations contained in the Plan shall remain unchanged and in full force and effect as provided for in the Plan. |
ADOPTED BY THE BOARD OF DIRECTORS: November 13, 2025
APPROVED BY THE STOCKHOLDERS: December 19, 2025