Material Agreement (Form 8-K)

Item 1.01 Entry into a Material Definitive Agreement.

Private Placement

Securities Purchase Agreement

On October 14, 2025, CERo Therapeutics Holdings, Inc., a Delaware corporation (the "Company"), entered into a Securities Purchase Agreement (the "Securities Purchase Agreement") with certain accredited investors named therein (the "PIPE Investors"). Pursuant to the Securities Purchase Agreement, up to 9,750 shares of the Company's Series E convertible preferred stock, par value $0.0001 per share (the "Series E Preferred Stock") shall be purchased for an aggregate purchase price of up to $7 million in one or more closings (each a "Closing"), including approximately $1.8 million to be funded at the first closing. The date of the first closing is referred to as the "First Closing Date." Each additional closing under the Securities Purchase Agreement is subject to a mutual option of the Company and certain PIPE Investors and satisfaction of customary closing conditions.

The Securities Purchase Agreement includes the consent of the holders of the Company's outstanding Series C and Series D convertible preferred stock to the issuance of the Series E Preferred Stock pari passu therewith, in consideration for the reduction of the conversion price for the Company's outstanding Series C and Series D convertible preferred stock to $1.76, effective as of the date of the Securities Purchase Agreement.

Series E Preferred Stock

On the First Closing Date, the Company will designate 10,000 shares of the Company's authorized and unissued preferred stock as Series E Preferred Stock (the "Series E Shares") and establish the rights, preferences and privileges of the Series E Preferred Stock pursuant to the Certificate of Designations of Rights and Preferences of the Series E Preferred Stock (the "Certificate of Designations"), to be filed with the Secretary of State of the State of Delaware, as summarized below:

General. Each share of Series E Preferred Stock has a stated value of $1,000 per share and, when issued, the Series E Preferred Stock will be fully paid and non-assessable.

Ranking. The Series E Preferred Stock, with respect to the payment of dividends, distributions and payments upon the liquidation, dissolution and winding up of the Company, ranks senior to all capital stock of the Company (except the Series A convertible preferred stock which will rank senior to the Series E Preferred Stock and except for the Series C convertible preferred stock and Series D convertible preferred stock, which will rank pari passu to the Series E Preferred Stock) unless the Required Holders (as defined in the Securities Purchase Agreement) consent to the creation of other capital stock of the Company that is senior or equal in rank to the Series E Preferred Stock.

Dividends. The holders of Series E Preferred Stock will be entitled to dividends, on an as-if converted basis, equal to and in the same form as dividends actually paid on shares of the Company's common stock, par value $0.0001 per share (the "Common Stock"), when and if actually paid.

Purchase Rights. If at any time the Company grants, issues or sells any options, convertible securities, or rights to purchase stock, warrants, securities or other property pro rata to all or substantially all of the record holders of any class of Common Stock (the "Purchase Rights"), then each holder of Series E Preferred Stock will be entitled to acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which such holder could have acquired if such holder had held the number of shares of Common Stock acquirable upon complete conversion of all the Series E Preferred Stock (without taking into account any limitations or restrictions on the convertibility of the Series E Preferred Stock and assuming for such purpose that all the Series E Preferred Stock held by such holder were converted at the Alternate Conversion Price (as defined below) in effect as of the applicable record date); subject to certain limitations on beneficial ownership.