Private Placement Form 8 K

Item 3.02 Unregistered Sales of Equity Securities

On January 6, 2025, a holder of warrants ("Preferred Warrants") to purchase shares of Series A Preferred Stock, par value $0.0001 per share ("Series A Preferred Stock") of CERo Therapeutics Holdings, Inc. (the "Company"), exercised 625 Preferred Warrants for shares of Series A Preferred Stock with an aggregate stated value of $625,000, at an exercise price of $800 per share (the "Warrant Exercises"), reflecting the 20% original issue discount applicable to the issuance of shares of Series A Preferred Stock relative to the stated value thereof. The Company received $500,000 of cash proceeds from the Warrant Exercises. Such holder converted the shares of Series A Preferred Stock into an aggregate of 16,385,275 shares of common stock, par value $0.0001 per share ("Common Stock") of the Company. The receipt of such proceeds was included in the cash balance of the Company as of January 7, 2025 previously reported on a Current Report on Form 8-K. In connection therewith, on January 6, 2025, the Company issued warrants to purchase an aggregate of 16,385,275 shares of Common Stock, with an exercise price of $0.0582 per share, which was the closing price of the Common Stock on Nasdaq on January 3, 2025, to such holder as a condition to the Warrant Exercises thereby. Such shares were issued in reliance upon the exemption from registration set forth in Section 4(a)(2) of the Securities Act of 1933, as amended.