CERo Therapeutics (CERO) Announces 1:100 Reverse Share Split

CERo Therapeutics Holdings, Inc., (Nasdaq: CERO) today announced that its board of directors has determined to effect a one-for-one hundred reverse stock split of the Company’s common stock, par value $0.0001 per share (the “Common Stock”).

The reverse stock split will take effect at 12:01 a.m. Eastern Time on January 8, 2025, and the Company’s Common Stock will begin trading on a split-adjusted basis on The Nasdaq Global Market (“Nasdaq”) as of the opening of trading on January 8, 2025. The CUSIP number of 71902K303 will be assigned to the Company’s Common Stock when the reverse stock split becomes effective.

When the reverse stock split becomes effective, every one hundred (100) of the Company’s issued shares of Common Stock will be combined into one issued share of Common Stock, without any change to the par value per share. This will reduce the number of outstanding shares of Common Stock from approximately 260 million shares to approximately 2.6 million shares.

Proportional adjustments will also be made to the number of shares of Common Stock awarded and available for issuance under the Company’s equity incentive plans, as well as the exercise price and the number of shares issuable upon the exercise or conversion of the Company’s outstanding stock options and other equity securities under the Company’s equity incentive plans. Additionally, all outstanding shares of preferred stock will be adjusted in accordance with their terms, which will, among other changes to the preferred stock terms, result in proportionate adjustments being made to the number of shares issuable upon exercise of such preferred stock and to the conversion prices of such preferred stock. All outstanding warrants will also be adjusted in accordance with their terms, which will, among other changes to the warrant terms, result in proportionate adjustments being made to the number of shares issuable upon exercise of such warrants and to the exercise and redemption prices of such warrants.

No fractional shares will be issued in connection with the reverse stock split. Stockholders who would otherwise hold a fraction of a share of Common Stock of the Company will automatically be entitled to receive an additional fraction of a share of Common Stock to round up to the next whole share.

Stockholders with shares held in book-entry form or through a bank, broker, or other nominee are not required to take any action and will see the consequence of the reverse stock split reflected in their accounts on or after January 8, 2025. Such beneficial holders may contact their bank, broker, or nominee for more information.

The reverse stock split ratio approved by the board of directors is within the previously disclosed range of ratios for a reverse stock split authorized by the stockholders of the Company at the Autumn 2024 Special Meeting of Stockholders of the Company held on November 11, 2024.

On July 19, 2024, the Company received a letter (the “Bid Price Requirement Letter”) from the staff at 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 Common Stock had been below the minimum $1.00 per share, as set forth in Nasdaq Listing Rule 450(a)(1), which is required for continued listing of the Common Stock on Nasdaq (the “Bid Price Requirement”). On October 24, 2024, the Company received a letter from the staff at The Nasdaq Global Market notifying the Company that, because its Common Stock had a closing bid price of $0.10 or less for ten consecutive trading days, it was no longer eligible to rely upon the 180-day cure period set forth in the Bid Price Requirement Letter. Such deficiency results in the commencement of delisting proceedings. However, the Company presented a compliance plan to Nasdaq at a hearing on December 17, 2024 with respect to all applicable deficiencies.

The Company believes that the reverse stock split will increase the market price for its Common Stock and cure the deficiency in the Bid Price Requirement.

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