Brian G. Atwood - Feb 7, 2025 Form 4 Insider Report for CERO THERAPEUTICS HOLDINGS, INC. (CERO)

Role: Director
Signature: /s/ Brian G. Atwood
Stock symbol: CERO
Transactions as of: Feb 7, 2025
Transactions value $: $999,992
Form type: 4
Date filed: 2/7/2025, 05:23 PM
Previous filing: Dec 4, 2024
Next filing: Feb 26, 2025
SEC: View on sec.gov

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	CERO	Pre-Funded Warrant	Award	$30.60	+306K	$0.00	306K	Feb 7, 2025	Common Stock	306K	$0.00	Direct	F1
transaction	CERO	Pre-Funded Warrant	Award	$20.40	+204K	$0.00	204K	Feb 7, 2025	Common Stock	204K	$0.00	By GVN, LLC	F1, F2
transaction	CERO	Warrant to Purchase Shares of Common Stock	Award	$600K	+306K	$1.96	306K	Feb 7, 2025	Common Stock	306K	$1.96	Direct	F1
transaction	CERO	Warrant to Purchase Shares of Common Stock	Award	$400K	+204K	$1.96	204K	Feb 7, 2025	Common Stock	204K	$1.96	By GVN, LLC	F1, F2

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	On February 7, 2025, pursuant to a Securities Purchase Agreement, dated February 5, 2025, the reporting persons purchased Pre-Funded Warrants, which are exercisable at any time on or after the date of issuance for an exercise price of $0.0001 per share, for shares of common stock of CERo Therapeutics Holdings, Inc. (the "Issuer"), and an equal number of Warrants, which will become exercisable immediately upon the Issuer's receipt of stockholder approval (the "Stockholder Approval Date") for an exercise price of $1.96 per share, for shares of the Issuer's common stock. The aggregate purchase price for each pair of Pre-Funded Warrants and Warrants was $1.9599. The Warrants will expire on the fifth anniversary of the Stockholder Approval Date.
F2	GVN, LLC (the "LLC") is a limited liability company of which the sole member is the Atwood-Edminster Trust dtd 4-2-2000 (the "Trust"). Mr. Atwood and his wife are the managers of the LLC and the trustees of the Trust. Accordingly, Mr. Atwood may be deemed to have beneficial ownership of the securities held directly by the LLC.

Content

On February 7, 2025, pursuant to a Securities Purchase Agreement, dated February 5, 2025, the reporting persons purchased Pre-Funded Warrants, which are exercisable at any time on or after the date of issuance for an exercise price of $0.0001 per share, for shares of common stock of CERo Therapeutics Holdings, Inc. (the "Issuer"), and an equal number of Warrants, which will become exercisable immediately upon the Issuer's receipt of stockholder approval (the "Stockholder Approval Date") for an exercise price of $1.96 per share, for shares of the Issuer's common stock. The aggregate purchase price for each pair of Pre-Funded Warrants and Warrants was $1.9599. The Warrants will expire on the fifth anniversary of the Stockholder Approval Date.

GVN, LLC (the "LLC") is a limited liability company of which the sole member is the Atwood-Edminster Trust dtd 4-2-2000 (the "Trust"). Mr. Atwood and his wife are the managers of the LLC and the trustees of the Trust. Accordingly, Mr. Atwood may be deemed to have beneficial ownership of the securities held directly by the LLC.