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.

As previously disclosed, on July 19, 2024, CERo Therapeutics Holdings, Inc., a Delaware corporation (the "Company"), received a letter (the "Bid Price Requirement Letter") from the staff at The Nasdaq Global Market ("Nasdaq") notifying the Company that, for the 30 consecutive trading days prior to the date of the Bid Price Requirement Letter, the closing bid price for the Company's common stock has been below the minimum $1.00 per share required for continued listing on The Nasdaq Global Market set forth in Nasdaq Listing Rule 5450(a)(1), which is required for continued listing of the Company's common stock on Nasdaq (the "Bid Price Requirement"). In accordance with applicable Nasdaq listing rules, the Company had 180 calendar days, or until January 15, 2025, to regain compliance with the Bid Price Requirement (the "Bid Price Cure Period").

On October 24, 2024, the Company received another letter (the "Low Price Deficiency Letter") from Nasdaq notifying the Company that, as of October 24, 2024, the common stock had a closing bid price of $0.10 or less for ten consecutive trading days. Accordingly, the Company is subject to the provisions contemplated under Listing Rule 5810(c)(3)(A)(iii) (the "Low Priced Stocks Rule"). As a result, Nasdaq has determined to delist the Company's securities from The Nasdaq Global Market, notwithstanding the Bid Price Cure Period, which is rendered unavailable by the Low Priced Stocks Rule.

The Company has the right to appeal Nasdaq's determination by October 31, 2024. The Company intends to appeal such determination before a panel (the "Hearings Panel"). The hearing request will stay the suspension of the trading of the Company's common stock pending such hearing or any extension provided by the Hearings Panel.

At such hearing, the Company intends to submit a plan to regain compliance with the Bid Price Requirement and with other deficiencies in its compliance with Nasdaq listing requirements that have been previously disclosed. On October 18, 2024, the Company filed a definitive proxy statement for its Autumn 2024 Special Meeting of Stockholders to be held on November 11, 2024 to consider certain proposals, including approval of a reverse stock split intended to result in an increase in the trading price of the Company's common stock. Nevertheless, the Company cannot assure you that such proposal will be approved.

No assurances can be provided that the Company will obtain a favorable decision from the Hearings Panel, and/or that the Company will be able to regain or maintain compliance with Nasdaq listing's rules.