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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
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Cero Therapeutics Holdings, Inc. (Name of Issuer) |
Common Stock, $0.0001 par value per share (Title of Class of Securities) |
71902K105 (CUSIP Number) |
Brian G. Atwood 4165 Canyon Road, Lafayette, CA, 94549 (925) 310-4926 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
02/07/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. | 71902K105 |
| 1 |
Name of reporting person
Atwood-Edminster Trust dtd 4-2-2000 | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
PF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
196,074.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
6.5 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
(1) Percentage ownership is calculated based on 3,029,933 shares of Common Stock outstanding as of February 7, 2025, as reported by the Issuer in final prospectus, filed with the Securities and Exchange Commission (the "SEC") pursuant to Rule 424B under the Securities Act of 1933, as amended (the "Securities Act"), on February 7, 2025.
SCHEDULE 13D
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| CUSIP No. | 71902K105 |
| 1 |
Name of reporting person
Brian G. Atwood | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
PF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
202,404.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
6.7 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
(1) Consists of (i) 196,074 shares of Common Stock owned directly by the Atwood-Edminster Trust dtd 4-2-2000, of which Mr. Atwood is a trustee, (ii) 1,250 shares of Common Stock owned directly by Mr. Atwood and (iii) 5,080 shares of Common Stock issuable upon exercise of stock options owned directly by Mr. Atwood.
(2) Percentage ownership is calculated based on 3,029,933 shares of Common Stock outstanding as of February 7, 2025, as reported by the Issuer in final prospectus, filed with the SEC pursuant to Rule 424B under the Securities Act on February 7, 2025.
SCHEDULE 13D
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| CUSIP No. | 71902K105 |
| 1 |
Name of reporting person
Lynne H. Edminster | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
PF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
196,074.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
6.5 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
(1) Consists of 196,074 shares of Common Stock owned directly by the Atwood-Edminster Trust dtd 4-2-2000, of which Ms. Edminster is a trustee.
(2) Percentage ownership is calculated based on 3,029,933 shares of Common Stock outstanding as of February 7, 2025, as reported by the Issuer in final prospectus, filed with the SEC pursuant to Rule 424B under the Securities Act on February 7, 2025.
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Stock, $0.0001 par value per share | |
| (b) | Name of Issuer:
Cero Therapeutics Holdings, Inc. | |
| (c) | Address of Issuer's Principal Executive Offices:
201 HASKINS WAY, SUITE 230, SOUTH SAN FRANCISCO,
CALIFORNIA
, 94080. | |
Item 1 Comment:
This Amendment No. 1 ("Amendment No. 1") amends the Schedule 13D originally filed on October 30, 2024, as amended (the "Statement"), and is filed jointly by Brian G. Atwood, Lynne H. Edminster and the Atwood-Edminster Trust dtd 4-2-2000 (the "Trust" and, together with Mr. Atwood and Ms. Edminster, the "Reporting Persons"), with respect to the Common Stock, par value $0.0001 per share ("Common Stock"), of CERo Therapeutics Holdings, Inc., a Delaware corporation (the "Issuer").. Capitalized terms used herein but not defined shall have the meaning attributed to them in the Schedule 13D. | ||
| Item 2. | Identity and Background | |
| (a) | N/A | |
| (b) | N/A | |
| (c) | N/A | |
| (d) | N/A | |
| (e) | N/A | |
| (f) | N/A | |
| Item 3. | Source and Amount of Funds or Other Consideration | |
Item 3 is hereby supplemented as follows:
On February 7, 2025, pursuant to a Securities Purchase Agreement, dated February 5, 2025, Mr. Atwood purchased 306,120 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, and 306,120 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 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. In addition, GVN, LLC, a limited liability company of which the sole member is the Trust, and of which Brian G. Atwood and Lynne H. Edminster are the managers, purchased 204,080 Pre-Funded Warrants and 204,080 Warrants. The aggregate purchase price for all of the Pre-Funded Warrants and Warrants purchased by the Reporting Persons was $999,992. The purchase of the Pre-Funded Warrants and Warrants was financing through the use of personal funds of the Reporting Persons.
Each of the Pre-Funded Warrants and Warrants contains a beneficial ownership limitation, preventing the exercise thereof if and to the extent that the exercise thereof would result in the holder thereof, together with its affiliates who may be deemed to have beneficial ownership of the securities held thereby, being deemed to have beneficial ownership of greater than 4.99% of the outstanding shares of Common Stock. As a result, such Pre-Funded Warrants and Warrants are not presently exercisable and none of the Reporting Persons may be deemed to have beneficial ownership of the shares of Common Stock issuable upon exercise thereof. | ||
| Item 4. | Purpose of Transaction | |
Item 4 is hereby supplemented as follows:
The information set forth in Item 3 of this Statement, as amended therein, is incorporated herein by reference. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | See Items 7-11 of the cover pages of this Statement, as amended, and Item 2 of the Statement. | |
| (b) | See Items 7-11 of the cover pages of this Statement, as amended, and Item 2 of the Statement. | |
| (c) | Except as reported in this Statement, none of the Reporting Persons has effected any transactions in the Issuer's securities within the past 60 days. | |
| (d) | No other person is known to the Reporting Persons to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Common Stock covered by this Statement. | |
| (e) | Not applicable. | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
Item 6 is hereby supplemented as follows:
The information set forth in Items 3 and 4 of this Statement is incorporated herein by reference. | ||
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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