Material Event Form 8 K

Item 8.01 Other Events.

On September 10, 2024, CERo Therapeutics Holdings, Inc. (the "Company") announced that its special meeting of stockholders (the "Special Meeting") will be postponed from its scheduled time of 12:00 p.m. Eastern Time on September 12, 2024 to 10:00 a.m. Eastern Time on September 19, 2024. The Special Meeting will continue to be held virtually at www.cstproxy.com/cero/2024. There will be no change in the record date for the Special Meeting, which was August 26, 2024.

Stockholders who have previously submitted their proxies or otherwise voted and who do not want to change their vote need not take any action. Stockholders as of the record date can vote, even if they have subsequently sold their shares. Any stockholders who wish to change their vote and need assistance should contact Advantage Proxy, Inc. at 1-877-870-8565, or [email protected].

Participants in the Solicitation

The Company, and its respective directors and executive officers, and other members of their management and employees, under the rules of the Securities and Exchange Commission ("SEC"), may be deemed participants in the solicitation of proxies of the Company's stockholders in respect of the items of business at the Special Meeting. Information about the directors and executive officers of the Company is set forth in the Company's Definitive Proxy Statement on Schedule 14A relating to the Special Meeting of Stockholders, filed with the SEC on August 26, 2024 and in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2023, filed with the SEC on April 2, 2024 and in the Company's other filings with the SEC. Additional information regarding the identity of all potential participants in the solicitation of proxies to the Company's stockholders in connection with the Special Meeting and other matters to be voted upon at the Special Meeting, and their direct and indirect interests, by security holdings or otherwise, is included in the Company's Definitive Proxy Statement on Schedule 14A relating to the Special Meeting of Stockholders, filed with the SEC on August 26, 2024.

No Offer or Solicitation

This Current Report on Form 8-K does not constitute an offer to sell or exchange, or the solicitation of an offer to buy or exchange, any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, sale or exchange would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the U.S. Securities Act of 1933, as amended.

Cautionary Note Regarding Forward Looking Statements

This Current Report on Form 8-K and other related materials may contain a number of "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995, as amended, including statements regarding the date, time and place of the Company's postponed Special Meeting. Forward-looking statements can be identified by terms such as "will," "intent," "expect," "plan," "potential," "would" or similar expressions and the negative of those terms. The Company has based these forward-looking statements largely on its current expectations and projections about future events and financial trends that it believes may affect its business, financial condition and results of operations. Although the Company believes that such statements are based on reasonable assumptions, forward-looking statements are neither promises nor guarantees and they are necessarily subject to a high degree of uncertainty and risk. Because forward-looking statements are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified and some of which are beyond the Company's control, you should not rely on these forward-looking statements as predictions of future events. These risks and uncertainties include, among others: outcomes of the Company's planned clinical trials and studies may not be favorable; that one or more of the Company's product candidate programs will not proceed as planned for technical, scientific or commercial reasons; availability and timing of results from preclinical studies and clinical trials; uncertainty about regulatory approval to conduct clinical trials or to market a products; uncertainties regarding intellection property protection; and those risk and uncertainties described under the heading "Risk Factors" in the Company's Annual Report on Form 10-K, filed on April 2, 2024, and in any other filings made by the Company with the SEC, which are available at www.sec.gov. Existing and prospective investors are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date they are made. The Company disclaims any obligation or undertaking to update or revise any forward-looking statements contained in this Current Report on Form 8-K, other than to the extent required by law.