CERO THERAPEUTICS HOLDINGS, INC. 8-K

What Happened

• On December 19, 2025, CERo Therapeutics Holdings, Inc. held a Special Meeting of stockholders and approved an amendment to its 2024 Equity Incentive Plan to add 32,000,000 shares available for issuance (including incentive stock options). The Fourth Amendment to the Plan is attached as Exhibit 10.1 to the Form 8‑K.
• At the meeting (record date November 14, 2025) there were 20,802,671 shares outstanding and 10,988,347 shares (≈52.82%) were present or represented, establishing a quorum. Stockholders also approved a charter amendment to permit a reverse stock split at a ratio between 1‑for‑40 and 1‑for‑150 (exact ratio to be set later by the Board), and approved related Nasdaq listing‑rule matters for issuance on conversion of recently issued Series E convertible preferred stock.

Key Details

• Meeting date: December 19, 2025; record date: November 14, 2025.
• Shares outstanding: 20,802,671; shares present/represented: 10,988,347 (≈52.82%).
• Equity plan increase: +32,000,000 shares authorized for the CERo 2024 Equity Incentive Plan (Fourth Amendment filed as Exhibit 10.1).
• Reverse split range approved: Board may effect a reverse stock split between 1‑for‑40 and 1‑for‑150.

Why It Matters

• The 32,000,000‑share increase expands the pool available for stock‑based compensation, which can lead to future dilution for existing shareholders as awards are granted and exercised.
• The reverse stock split authorization gives the Board the ability to reduce the number of outstanding shares (within the approved ratio range), which can affect per‑share metrics and may be used for compliance with listing standards or to alter the stock’s trading price.
• Approval of the issuance terms related to the Series E convertible preferred stock addresses Nasdaq rule requirements for below‑minimum price issuances; that conversion and related issuances can also affect share count and ownership percentages.

Keywords: equity plan, stock‑based compensation, reverse stock split, dilution, Nasdaq, Series E convertible preferred.