Amendments to Bylaws Form 8 K

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

On September 25, 2024, CERo Therapeutics Holdings, Inc. (the "Company") filed a Certificate of Designations of Series C Convertible Preferred Stock with the Secretary of State of the State of Delaware (the "Certificate of Designations"), thereby creating a new series of preferred stock of the Company designated as "Series C Convertible Preferred Stock." The Certificate of Designations became effective with the Secretary of State of the State of Delaware upon filing.

A copy of the Certificate of Designations is being filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference in its entirety.