UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or Section 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 729, 2026

CERO THERAPEUTICS HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

Delaware		001-40877		81-4182129
(State or other jurisdiction of incorporation or organization)		(Commission File Number)		(I.R.S. Employer Identification Number)

201 Haskins Way, Suite 230, South San Francisco, CA		94080
(Address of principal executive offices)		(Zip Code)

(650) 407-2376

Registrant’s telephone number, including area code

Not applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.0001 per share	CERO	None
Warrants, each warrant exercisable for one two-thousandths of a share of Common Stock	CEROW	None

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 73.01 ~~Regulation~~Notice FDof ~~Disclosure~~Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

OnAs ~~January~~previously 7disclosed, ~~2026~~on October 29, 2025, CERo Therapeutics Holdings, Inc., a Delaware corporation (the “Company”), ~~published~~received athe ~~presentation,~~determination ~~which~~from itthe ~~plans~~Nasdaq Hearing Panel (the “Panel”) to ~~use~~delist inthe ~~meetings~~securities ~~with~~of ~~investors~~the Company from the Nasdaq Stock Market, ~~analysts~~LLC (“Nasdaq”) and ~~others.~~suspend Atrading ~~copy~~of the Company’s securities, effective at the opening of trading on October 31, 2025. Following such determination, the Company appealed the Panel’s decision to the Nasdaq Listing and Hearing Review Council (the “Council”). On January 29, 2026, after considering the written record in this ~~presentation~~matter, isthe ~~furnished~~Council ~~hereto~~issued asits ~~Exhibit~~decision 99affirming the Panel’s decision to delist the Company’s securities from Nasdaq.1.

~~The information in this Item 7.01 and Exhibit 99.~~1 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such filing.

~~Item 8.01 Other Events.~~SIGNATURES

OnPursuant ~~January~~to ~~7, 2026,~~ the ~~Company~~requirements ~~issued a press release titled “CERo Therapeutics Provides Clinical Update on Phase 1 Trial~~ of ~~CER-1236~~the ~~in AML~~Securities ~~(CertainT-1)~~Exchange ~~Highlighting~~Act ~~Key~~of ~~Safety~~1934, ~~Data~~the ~~and~~registrant ~~Platelet~~has ~~Transfusion-Free~~duly ~~Interval~~caused ~~Observed~~this inreport ato ~~Patient~~be ~~with~~signed ~~Myelodysplastic Syndrome/AML.”~~on Aits ~~copy~~behalf ofby the ~~press~~undersigned ~~release~~hereunto isduly ~~attached herewith as Exhibit 99~~authorized.~~2 to this Current Report on Form 8-K and incorporated herein by reference.~~

Item 9.01 Financial Statements and Exhibits.

Dated: February 3, 2026	CERO THERAPEUTICS HOLDINGS, INC.

	By:	/s/ Chris Ehrlich
	Name:	Chris Ehrlich
	Title:	Chief Executive Officer

~~(d) Exhibits~~2

Exhibit No.		Description
99.1		Presentation (January 2026)
99.2		Press release dated January 7, 2026
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: January 7, 2026	CERO THERAPEUTICS HOLDINGS, INC.
	By:	/s/ Chris Ehrlich
	Name:	Chris Ehrlich
	Title:	Chief Executive Officer

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