Failure to Satisfy Listing Rule (Form 8-K)

Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

On June 11, 2025, CERo Therapeutics Holdings, Inc., a Delaware corporation (the "Company"), received a letter (the "Bid Price Requirement Letter") from the Listing Qualifications Department (the "Staff") at The Nasdaq Stock Market ("Nasdaq") notifying the Company that, for the 30 consecutive business day period between April 25, 2025 through June 9, 2025, the closing bid price for the Company's common stock, par value $0.0001 per share (the "Common Stock"), has been below the minimum $1.00 per share required for continued listing on The Nasdaq Capital Market set forth in Nasdaq Listing Rule 5550(a)(2), which is required for continued listing of the Common Stock on Nasdaq (the "Bid Price Requirement").

The Bid Price Requirement Letter also indicated that the Company is not eligible for any compliance period specified in Nasdaq Listing Rule 5810(c)(3)(A) because the Company effected a reverse stock split over the prior one-year period or has effected one or more reverse stock splits over the prior two-year period with a cumulative ratio of 250 shares or more to one.

The Company intends to timely request a hearing before the Hearings Panel. The Company's securities will then remain listed and eligible for trading on the Nasdaq Capital Market at least pending the ultimate conclusion of any hearing process.

Effective at 12:01 a.m. ET on June 13, 2025, the Company effected a reverse stock split at a ratio of 1 new share for every 20 shares of Common Stock outstanding. The Common Stock began trading on the Nasdaq Capital Market on a post-split basis at the open of trading on such date. The closing bid price of the Common Stock on June 13, 2025 was $7.31 per share, which is well above the $1.00 per share minimum requirement. Nevertheless, there can be no assurance that the closing bid price will remain above such $1.00 per share minimum requirement for a sustained period of time nor, even if the closing bid price remains at such level, that the Hearings Panel will grant the Company's appeal of the delisting determination. Accordingly, there can be no assurance that the Company will ultimately regain compliance and remain listed on the Nasdaq Capital Market.