UNITED STATES

 SECURITIES AND EXCHANGE COMMISSION

 WASHINGTON, D.C. 20549

 FORM 10-K/A

 (Amendment No. 1)

 (Mark One)

 ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For the fiscal year ended
 December 31, 2024

 OR

 TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For the transition
period from to

 Commission File Number 001-40877

 CERO THERAPEUTICS
HOLDINGS, INC.

 (Exact name of Registrant as specified
in its charter)

 Delaware

 81-4182129

 (State or other jurisdiction of

incorporation or organization)

 (I.R.S. Employer

Identification No.)

 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)

 N/A

 (Former name, former address and former fiscal
year, if changed since last report)

 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

 Nasdaq Capital Market

 Warrants to purchase one share of Common Stock

 CEROW

 Nasdaq Capital Market

 Securities registered pursuant to Section 12(g)
of the Act: None

 Indicate by check mark if the Registrant is a well-known seasoned issuer,
as defined in Rule 405 of the Securities Act. YES NO

 Indicate by check mark if the Registrant is not required to file reports
pursuant to Section 13 or 15(d) of the Act. YES NO

 Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
 Yes No

 Indicate by check mark whether the registrant has submitted electronically
every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the
preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes
No

 Indicate by check mark whether the registrant is a large accelerated
filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions
of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging
growth company" in Rule 12b-2 of the Exchange Act.

 Large accelerated filer
 Accelerated filer

 Non-accelerated filer
 Smaller reporting company

 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.

 Indicate by check mark whether the registrant has filed a report on
and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section
404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.

 If securities are registered pursuant to Section 12(b) of the Act,
indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to
previously issued financial statements.

 Indicate by check mark whether any of those error corrections are restatements
that required a recovery analysis of incentive-based compensation received by any of the registrant's executive officers during
the relevant recovery period pursuant to §240.10D-1(b).

 Indicate by check mark whether the registrant is a shell company (as
defined in Rule 12b-2 of the Exchange Act). Yes No

 As of June 30, 2024, the last business day of the registrant's
most recently completed second fiscal quarter, the aggregate market value of the registrant's voting securities held by non-affiliates
was approximately $ 5,765,325 based on the number of shares held by non-affiliates and the last reported sales price of the registrant's
Class A common stock as of that date.

 As of April 24, 2025, the registrant had 5,578,791 shares of common
stock, par value $0.0001 per share, outstanding.

 DOCUMENTS INCORPORATED BY REFERENCE

 None.

 EXPLANATORY NOTE

 This Amendment No. 1 ("Amendment No. 1" or "Form
10-K/A") to the Annual Report on Form 10-K of CERo Therapeutics Holdings, Inc. (the "Company," "we," "our"
or "us") for the fiscal year ended December 31, 2024 as filed with the Securities and Exchange Commission (the "SEC")
on April 15, 2025 (the "Original Annual Report"), is being filed solely to include in the Original Annual Report the information
required by Part III (Items 10, 11, 12, 13 and 14) of Form 10-K. Because the Company has determined that it will not file its definitive
proxy statement within 120 days following the last day of its last fiscal year, the Company is providing Items 10, 11, 12, 13, and 14
of Part III of Form 10-K in this Amendment No. 1.

 This Amendment No. 1 amends and restates in
their entirety Items 10 through 14 of the Original Annual Report. As required by Rule 12b-15 under the Securities and Exchange Act
of 1934, as amended, new certificates of our Chief Executive Officer and Chief Financial Officer are being filed as exhibits to this
Amendment No. 1. Accordingly, Item 15(a)(3) of Part IV is amended to include the currently dated certifications as exhibits. Because
no financial statements have been included in this Amendment No. 1 and this Amendment No. 1 does not contain or amend any disclosure
with respect to Items 307 and 308 of Regulation S-K, paragraphs 3, 4 and 5 of the certifications have been omitted. In addition,
because no financial statements are included in this Amendment No. 1, new certifications of the Company's Chief Executive
Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 are not required to be included with
Amendment No. 1.

 Except as otherwise expressly noted herein, this Amendment No. 1 does
not amend any other information set forth in the Original Annual Report, and we have not updated disclosures contained therein to reflect
any events that occurred at a date subsequent to the date of the filing of the Original Annual Report. Accordingly, this Amendment No.
1 should be read in conjunction with the Original Annual Report and our other filings with the SEC. Certain capitalized terms used and
not otherwise defined in this Amendment No. 1 have the meanings given to them in the Original Annual Report.

 CERO THERAPEUTICS HOLDINGS, INC.

 Page

 Item 10.

 Directors, Executive Officers and Corporate Governance

 Item 11.

 Executive Compensation

 Item 12.

 Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

 Item 13.

 Certain Relationships and Related Transactions, and Director Independence

 Item 14.

 Principal Accountant Fees and Services

 Item 15.

 Exhibits, Financial Statement Schedules

 SIGNATURES

 i

 Item 10. Directors, Executive Officers and Corporate Governance

 Directors

 Our board of directors (the "Board") currently consists
of six members. In accordance with the terms of our Second Amended and Restated Certificate of Incorporation (the "Certificate of
Incorporation") and Amended and Restated Bylaws (the "Bylaws"), the Board is divided into three classes, Class I,
Class II and Class III, with members of each class serving staggered three-year terms. The members of the classes are divided
as follows:

 the Class I directors are Mr. Byrnes and Dr. Rolfe, and their terms will expire at our 2025 annual meeting of stockholders;;

 the Class II directors are Mr. Atwood and Ms. LaPorte, and their terms will expire at our 2026 annual meeting of stockholders;
and

 the Class III directors are Mr. Ehrlich and Mr. Patel, and their terms will expire at our 2027 annual meeting of stockholders.

 Upon the expiration of the term of a class of directors, directors
in that class will be eligible to be elected for a new three-year term at the annual meeting of stockholders in the year in which their
term expires.

 Our Certificate of Incorporation and Bylaws provide that the authorized
number of directors may be changed only by resolution of our board of directors. Our Certificate of Incorporation also provides that our
directors may be removed only for cause by the affirmative vote of the holders of at least two-thirds (2/3) of the outstanding shares
then entitled to vote in an annual election of directors, and that any vacancy on our board of directors, including a vacancy resulting
from an enlargement of our board of directors, may be filled only by vote of a majority of our directors then in office.

 The following table sets forth the name and age of each director, indicating
all positions and offices with us currently held by the director.

 Name

 Age

 Title

 Chris Ehrlich

 Chairman, Chief Executive Officer. Director

 Brian G. Atwood

 Michael Byrnes (1) (3)

 Kathleen LaPorte (2) (3)

 Lindsey Rolfe, M.D. (1) (2) (3)

 Shami Patel (1) (2)

 (1)
 Member of audit committee.

 (2)
 Member of compensation committee.

 (3)
 Member of nominating and corporate governance committee.

 Chris Ehrlich has served as our Chairman and Chief
Executive Officer since December 2024. Since July 2024, Mr. Ehrlich has also served as the Chief Executive Officer of Launch One
Acquisition Corp. From October 2024 to November 2024, he served as the interim Chairman and Chief Executive Officer. Prior to
this, he served as the Vice Chairman of our board of directors from February 2024 to October 2024. He previously served as the
Chief Executive Officer of PBAX from October 2021 until the closing of the Business Combination in February 2024. From January 2021
to August 2021, he served as the Chief Executive Officer of Locust Walk Acquisition Corp. (Nasdaq: LWAC) until it merged with eFFECTOR
Therapeutics, Inc. (Nasdaq: EFTR). He is also the Principal of Ehrlich Bioventures, LLC, a consultancy working with emerging biopharma
companies. He previously served as Senior Managing Director and the Global Head of Strategic Transactions at Locust Walk Partners from
2013 to 2021. He brings significant biotechnology industry, business development, venture capital experience, investment banking and SPAC
experience. While at Locust Walk Partners, Mr. Ehrlich was involved with sourcing and leading multiple transactions for emerging
biopharmaceutical companies, including the sale of Xyphos Biosciences, Inc. to Astellas in 2019 and the sale of Thar Pharmaceuticals to
Grunenthal in 2018. Prior to Locust Walk Partners, he was a Managing Director at InterWest Partners ("InterWest"), a
venture capital firm. At InterWest, he served on the boards of KAI Pharmaceuticals, a privately held pharmaceutical company (acquired
by Amgen in 2012), Biomimetic Therapeutics, Inc., a biotechnology company (acquired by Wright Medical Technologies in 2013), Invuity,
Inc., a medical technology company acquired by Stryker in 2018) and Xenon Pharmaceuticals, a biopharmaceutical company (Nasdaq: XENE).
Prior to joining InterWest, Mr. Ehrlich worked as the Director of Licensing and Business Development at Purdue Pharma, in business
development at Genentech, in venture capital at the U.S. Russia Investment Fund, and in biotechnology strategy development at L.E.K. Consulting.
Mr. Ehrlich also currently serves on the board of directors of Launch One Acquisition Corp. and Prostate Management Diagnostics,
Inc., on the advisory board of the Peter Michael Foundation, where he is a Senior Advisor, and on the healthcare at Kellogg advisory board
at Northwestern University. Mr. Ehrlich has a B.A. in Government from Dartmouth College and an M.B.A. from the Kellogg Graduate School
of Management at Northwestern University, where he is a frequent lecturer.

 Mr. Ehrlich was selected to serve on our board of directors based
on his substantial investment and acquisition experience in the biotechnology and biopharmaceutical industries and his experience serving
as a director for various public and private companies.

 Brian G. Atwood previously served as Chairman
and Chief Executive Officer of CERo from February 2024 to September 2024, and previously served as Chairman of PBAX from October 2021
until the closing of the Business Combination in February 2024. Mr. Atwood serves as a Managing Director for Versant Ventures,
a healthcare-focused venture capital firm that he co-founded in 1999. In 2015, Mr. Atwood co-founded Cell Design Labs, Inc.,
a biotechnology company focused on developing human cell engineering technology for the treatment of multiple diseases, including cancer,
where he served as President and Chief Executive Officer until 2017, when it was acquired by Gilead Sciences. Mr. Atwood has
served on several boards of directors including Atreca, Inc. (where he served as chairman) from December 2013 until April 2024, Clovis
Oncology, Inc. from April 2009 until July 2023, Immune Design Corp. from May 2008 until June 2016 (acquired by Merck in 2019),
Veracyte, Inc., from its founding in 2008 until December 2016, OpGen Inc., from July 2007 until December 2017,
Five Prime Therapeutics, from 2002 until March 2016 (acquired by Amgen 2021), Cadence Pharmaceuticals, Inc. from March 2006
until its acquisition in March 2014 by Mallinckrodt, Helicos Biosciences from 2003 until September 2011, Pharmion Corporation
from 2000 until its acquisition in March 2008 by CelGene, Trius Therapeutics, Inc. from February 2007 until its acquisition
in September 2013 by Cubist Corporation, and Locust Walk Acquisition Corp. (Nasdaq: LWAC) from January 2021 until the consummation
of its business combination in August 2021. Mr. Atwood holds a B.S. in Biological Sciences from the University of California,
Irvine, a M.S. in Ecology from the University of California, Davis, and a M.B.A. from Harvard Business School.

 Mr. Atwood was selected to serve on our board of directors because
of his experience in the biotechnology industry, his years of business and leadership experience and his financial sophistication
and expertise.

 Michael Byrnes has served as a member of our board
of directors since February 2024. Mr. Byrnes has served as the Chief Financial Officer of Fore Biotherapeutics since August 2024.
Previously, Mr. Byrnes served as the Chief Financial Officer of eFFECTOR Therapeutics from December 2020 to June 2024.
Prior to that, Mr. Byrnes was Senior Vice President of Finance at Principia Biopharma, Inc. from January 2020 until its acquisition
by Sanofi in September 2020. Prior to that, Mr. Byrnes served as the Chief Financial Officer of Alkahest, Inc. from May 2018
to January 2020 and Chief Financial Officer of Ocera Therapeutics, Inc., from December 2014 until its acquisition by Mallinckrodt
Pharmaceuticals in December 2017. Mr. Byrnes served as Corporate Controller of Maxygen, Inc. from March 2010 to December 2014
and prior to that, held finance positions of increasing responsibility from 2000 to 2010 with NeurogesX, Inc., Lipid Sciences, Inc. and
ADAC Laboratories, Inc., a Philips Medical Systems company. Mr. Byrnes received his B.S.C. in Finance from Santa Clara University
and an M.B.A. from California State University, Hayward.

 Mr. Byrnes was selected to serve on our board of directors based
on his substantial leadership and management experience in the biopharmaceutical industry.

 Kathleen LaPorte has served as a member of our board
of directors since February 2024, and previously served a member of PBAX's board of directors from October 2021 until
the closing of the Business Combination in February 2024. Ms. LaPorte is an experienced executive, founder and board member, focused
on life sciences. She co-founded New Leaf Ventures, served as a General Partner of The Sprout Group, and was Chief Business Officer and
Chief Executive Officer of Nodality Inc. Ms. LaPorte has served on eighteen public company boards and sixteen public company audit committees
and numerous private company boards. Ms. Laporte currently serves as an independent director for Bolt Biotherapeutics (Nasdaq: BOLT),
Precipio Diagnostics (Nasdaq: PRPO), 89Bio (Nasdaq: ENTB), Elysium Therapeutics, and Q32 Bio Inc. (Nasdaq: QTTB). Ms. LaPorte serves as
the chair of the audit committees of Bolt Biotherapeutics, Precipio Diagnostics and Q32 Bio and as the chair of the compensation committee
of 89Bio. She previously served on the California Institute for Regenerative Medicine, a state agency board. Ms. LaPorte has a B.S. degree
in Biology from Yale University and a M.B.A. from the Stanford University Graduate School of Business.

 Ms. LaPorte was selected to serve on our board of directors based on
her extensive leadership and management experience in the life sciences industry.

 Lindsey Rolfe, M.D., has served as a member of our board
of directors since February 2024. Dr. Rolfe has served as Chief Medical Officer at 3B Pharmaceuticals GmbH since January 2024
and previously served as Chief Medical Officer at Clovis Oncology Inc. from August 2015 to June 2023, and served as Senior Vice
President of Clinical Development from 2010. At Clovis, Dr. Rolfe oversaw the development team that obtained approvals for Rubraca
as an ovarian cancer treatment in the United States and Europe, and was responsible for all pre- and post-marketing medical activities.
Dr. Rolfe has more than 20 years of drug development experience and previously served in senior oncology development roles at
Celgene Corporation, Pharmion Corporation, Cambridge Antibody Technology, UCB Inc. and Celltech Group plc. In addition, Dr. Rolfe
served as an independent director at Atreca Inc. (Nasdaq: BCEL) from August 2019 until May 2024. Dr. Rolfe holds a BSc Anatomy
and Bachelor of Medicine and Surgery from the University of Edinburgh, undertook post-graduate medical training in London, UK and obtained
her post-graduate internal medicine qualification as a Member of the Royal College of Physicians. She has specialist accreditation in
Pharmaceutical Medicine from the UK General Medical Council and is a Fellow of the Faculty of Pharmaceutical Medicine in the UK.

 Dr. Rolfe was selected to serve on our board of directors based
on her experience in leading drug discovery and development of therapeutics.

 Shami Patel has served as a member of our board
of directors since October 2024. Mr. Patel is a Managing Director at Launchpad Capital and has over 25 years of global
experience in financial services and capital markets as an executive, board member and investor. Mr. Patel is also an advisor to
Launch One Acquisition Corp. (Nasdaq: LPAA), a blank check company which raised $230.0 million in its initial public offering in
July 2024 and is currently searching for a business combination target in the healthcare or healthcare related industries and, in
particular, life sciences. Mr. Patel is also an advisor to Launch Two Acquisition Corp. (Nasdaq: LPBB), a blank check company which
raised $230.0 million in its initial public offering in October 2024 and is currently searching for a business combination target
in the financial services industry. He was formerly a Managing Director at Cohen Circle from January 2015 to August 2024.
His SPAC experience includes being the Chief Operating Officer of FTAC Olympus Acquisition Corp. from July 2020 to August 2020,
which merged with Payoneer Inc. (NASDAQ: PAYO) in June 2021, as an advisor to Phoenix Biotech Acquisition Corp., which merged
with CERo Therapeutics Holdings, Inc. (NASDAQ: CERO) in February 2024, as an advisor to Newcourt Acquisition Corp. which merged
with Psyence Biomedical Ltd. (NASDAQ: PBM) in January 2024, and as an advisor to LWAC, which merged with eFFECTOR Therapeutics,
Inc. (NASDAQ: EFTR) in August 2021. Mr. Patel was also active in origination, due diligence and execution of SPACs as a
member of the Board of FinTech Acquisition Corp. which merged with CardConnect LLC (NASDAQ: CCN) in August 2016 and FinTech
Acquisition Corp. II which merged with Intermex Holdings II, Inc. in July 2018, and the merged company was renamed International
Money Express, Inc. (NASDAQ: IMXI); Mr. Patel served as a board observer of IMXI following its business combination, until March 2020.
He also served as an advisor to FinTech Acquisition Corp. III which merged with Paya Holdings Inc. (NASDAQ: PAYA) in October 2020
and FinTech Acquisition Corp. IV which merged with Perella Weinberg Partners (NASDAQ: PWP) in June 2021. Aside from his
experience with special purpose acquisition companies, from 2010 to 2015 Mr. Patel served as the Vice Chairman of the board of directors
and Chair of the compliance committee of Golden Pacific Bancorp, Inc., which was acquired by SoFi Technologies (NASDAQ: SOFI). From
2012 to 2014, he served at Clean Pacific Ventures Management, LLC, a venture capital firm specializing in early stage investments, as
a venture partner. Mr. Patel was a partner at, and served on the executive committee of, Hexagon Securities, LLC, a credit focused
investment bank and securities firm from 2010 to 2012. From 2001 to August 2009, he served as Managing Director and Senior Partner
at Cohen & Company, where he helped launch Alesco Financial, Inc. (NYSE: AFN), where he served as Chief Operating Officer
and Chief Investment Officer from 2006 to 2009. From 1999 to 2000, he served as Chief Financial Officer for TRM Corporation (NASDAQ: TRMM),
a consumer and financial services company. In 2000, Mr. Patel co-founded iATMglobal.net, a middleware software business where he
served as Chief Executive Officer and which was sold to NCR Corporation in 2001. He served as Vice President of the West Coast Region
for Sirrom Capital Corporation, a mezzanine finance fund, from 1998 to 1999. Prior to this he was in the business services group at Robertson
Stephens, an investment banking firm, from 1997 to 1998 and served as a strategy consultant in the energy group at Andersen Consulting
(now known as Accenture plc) from 1991 to 1993. Mr. Patel served on the Board of Visitors of Duke University School of Law from 2011
to 2023 where he was a Senior Lecturing Fellow. Mr. Patel received a Juris Doctor with honors and Master of Business Administration
from Duke University and Bachelor of Arts in Philosophy and Economics from Trinity University.

 Mr. Patel was selected to serve on our board of directors based
on his extensive investment, leadership and operational experience.

 Executive Officers

 The following table identifies our current executive officers who are
not directors, and sets forth their current positions at the Company and their ages as of March 15, 2025:

 Name

 Age

 Title

 Officer Since

 Chris Ehrlich

 Chairman, Chief Executive Officer, Director

 2024

 Andrew "Al" Kucharchuk

 Chief Financial Officer

 2024

 Kristen Pierce, Ph. D.

 Chief Development Officer

 2024

 You should refer above for information about our Chairman, Chief Executive
Officer and Director, Chris Ehrlich. Biographical information for our other executive officers as of March 15, 2025, is set forth below.

 Andrew "Al" Kucharchuk has served
as the Chief Financial Officer since October 2024. Mr. Kucharchuk has led initiatives in senior positions of corporate leadership
and/or as a board member of publicly traded life science companies, including as Chief Financial Officer of Chain Bridge I (NASDAQ: CBRGU)
since April 2024 and, previously, as the Chief Financial Officer of Nukkleus Inc. (NUKK) from June 2024 until March 2025, and the
Chief Financial Officer of Theralink Technologies, Inc. (OTC: THER) from May 2023 to June 2024, and he served as a member
of the board of directors of Theralink from September 2015 until June 2024. Prior to his role at Theralink, Mr. Kucharchuk was the
Chief Financial Officer of Adhera Therapeutics, Inc. (OTC: ATRX) from September 2022 to August 2023. Prior to that role,
Mr. Kucharchuk held various positions at OncBioMune Pharmaceuticals, Inc., including Chief Executive Officer, Chief Operating Officer
and Chief Financial Officer from November 2006 to July 2020, and he served as a member of the board of directors of OncBioMune
from June 2020 until September 2023. Mr. Kucharchuk holds a B.A. in Business and an MBA in Finance from Tulane University.

 Kristen Pierce has served as the Chief Development
Officer since October 2024. Dr. Pierce has over 20 years of oncology experience, leading nonclinical and early clinical
stage projects. Prior to joining CERo, Dr. Pierce was Vice President, Translational Medicine at Pionyr Immunotherapeutics from September 2021
to June 2023. Prior to that, she served as Executive Director, Asset Team Leader at Pfizer Inc. (NYSE: PFE) where she led the
late nonclinical and early clinical development of several antibody and small molecules in oncology. Dr. Pierce received her Ph. D.
from the University of Arizona in Pharmacology and Toxicology and spent four years as a postdoc at Duke University in the laboratory
of the Nobel Prize winning scientist, Dr. Robert J. Lefkowitz. Dr. Pierce received her B.A. from Bates College.

 The principal occupation and employment during the past five years
of each of our executive officers was carried on, in each case except as specifically identified above, with a corporation or organization
that is not a parent, subsidiary or other affiliate of us. There is no arrangement or understanding between any of our executive officers
and any other person or persons pursuant to which he or she was or is to be selected as an executive officer. There are no material legal
proceedings to which any of our executive officers is a party adverse to us or in which any such person has a material interest adverse
to us.

 Family Relationships and Legal Proceedings

 There are no family relationships between our board of directors and
any of our executive officers. The principal occupation and employment during the past five years of each of our directors was carried
on, in each case except as specifically identified above, with a corporation or organization that is not a parent, subsidiary or other
affiliate of us. There is no arrangement or understanding between any of our directors and any other person or persons pursuant to which
he or she is to be selected as a director.

 There are no material legal proceedings to which any of our directors,
executive officers or affiliates is a party adverse to us or any of our subsidiaries or in which any such person has a material interest
adverse to us or our subsidiaries.

 Delinquent Section 16(a) Reports

 Section 16(a) of the Exchange Act requires our directors and executive
officers, and persons who beneficially own more than 10% of a registered class of our equity securities, to file with the SEC initial
reports of ownership and reports of changes in ownership of our common stock and other equity securities. Officers, directors and greater
than 10% beneficial owners are required by SEC regulations to furnish us with copies of all Section 16(a) forms they file.

 To our knowledge, based solely on our review of Forms 3, 4 and 5, and
any amendments thereto, filed by such reporting persons and/or written representations that no Form 5 was required, we believe that during
the fiscal year ended December 31, 2024, all filing requirements applicable to our executive officers, directors and persons who beneficially
own more than 10% percent of a registered class of our equity securities under the Exchange Act were met in a timely manner except for
(i) a Form 4 filed on November 20, 2024 for Stuart M. Sloan; (ii) a Form 3 filed on November 20, 2024 for Stuart M. Sloan, and (iii) three
Form 4s filed on October 2, 2024 for each of Kathleen Laporte, Christopher Ehrlich and Brian G. Atwood, in each case due to administrative
error.

 Corporate Governance

 Director Nomination Process

 Our board of directors is responsible for filling vacancies on our
board of directors and for nominating candidates for election by our stockholders each year in the class of directors whose term expires
at the relevant annual meeting. The board of directors delegates the selection and nomination process to the nominating and corporate
governance committee, with the expectation that other members of the board of directors, and of management, will be requested to take
part in the process as appropriate.

 The nominating and corporate governance committee considers candidates
for board of director membership suggested by its members and our Chief Executive Officer. Additionally, in selecting nominees for directors,
the nominating and corporate governance committee will review candidates recommended by stockholders in the same manner and using the
same general criteria as candidates recruited by the committee and/or recommended by our board of directors. The nominating and corporate
governance committee may gather information about the candidates through interviews, detailed questionnaires, comprehensive background
checks or any other means that the nominating and corporate governance committee deems to be appropriate in the evaluation process.

 Our nominating and corporate governance committee and our board of
directors consider a broad range of factors relating to the qualifications of nominees. Our nominating and corporate governance committee's
and our board of directors' priority in selecting board members is the identification of persons who will provide a composite mix
of backgrounds, experience, knowledge and capabilities that will allow our board of directors to promote our strategic objectives and
fulfill its responsibilities to our stockholders. Our nominating and corporate governance committee and our board of directors highly
value diversity and, as such, also consider diversity of gender, race, ethnicity, age, gender identity, gender expression and sexual orientation
when selecting members of our board of directors.

 Any stockholder who wishes to recommend a candidate for consideration
by the committee as a nominee for director should follow the procedures described in our proxy statement to be filed with the SEC in connection
with our 2026 annual meeting of stockholders within 120 days after the end of the fiscal year ended December 31, 2025. The nominating
and corporate governance committee will also consider whether to nominate any person proposed by a stockholder in accordance with the
provisions of our Bylaws relating to stockholder nominations.

 Director Independence

 Nasdaq listing rules require that a majority of the board of directors
of a company listed on Nasdaq be composed of "independent directors," which is defined generally as a person other than an
officer or employee of a company or its subsidiaries or any other individual having a relationship, which, in the opinion of such company's
board of directors, would interfere with the director's exercise of independent judgment in carrying out the responsibilities of
a director. Based on business and personal information provided by each director concerning her or his background, employment, and affiliations,
including family relationships, our board of directors has determined that each of Mr. Byrnes, Ms. LaPorte, Dr. Rolfe and Mr. Patel is
an independent director under the Nasdaq listing rules and Rule 10A-3 of the Exchange Act. In connection with Mr. Atwood's appointment
as our Chief Executive Officer in February 2024, Mr. Atwood ceased to be independent, and in connection with Mr. Ehrlich's appointment
as our Interim Chairman and Chief Executive Officer on September 30, 2024, Mr. Ehrlich ceased to be independent. Mr. Erhlich was determined
by the board of directors to be independent from the closing of the Business Combination until his appointment as our Interim Chairman
and Chief Executive Officer and currently as our Chairman and Chief Executive Officer.

 In addition, the rules of Nasdaq require that, subject to specified
exceptions, each member of a listed company's audit, compensation and nominating and corporate governance committees be independent.
Under the rules of Nasdaq, a director will only qualify as an "independent director" if, in the opinion of that company's
board of directors, that person does not have a relationship that would interfere with the exercise of independent judgment in carrying
out the responsibilities of a director. In making these determinations, our board of directors considered the current and prior relationships
that each non-employee director has with us and all other facts and circumstances our board of directors deemed relevant in determining
independence, including the beneficial ownership of our Common Stock by each non-employee director and relationships with the Company.

 Staggered Board

 In accordance with the terms of our Certificate of Incorporation, our
board of directors is divided into three classes with staggered, three-year terms. At each annual meeting of stockholders, the directors
whose terms then expire will be eligible for reelection until the third annual meeting following reelection. Our directors are divided
among the three classes as follows:

 the Class I directors are Mr. Byrnes and Dr. Rolfe, and their terms will expire at our 2025 annual meeting of stockholders;

 the Class II directors are Mr. Atwood and Ms. LaPorte, and their terms will expire at our 2026 annual meeting of stockholders; and

 the Class III directors are Mr. Ehrlich and Mr. Patel, and their terms will expire at our 2027 annual meeting of stockholders.

 Our Bylaws provide that the number of members of our board of directors
shall be fixed in accordance with our Certificate of Incorporation. Our Certificate of Incorporation provides that the authorized number
of directors may be changed only by resolution of the board of directors. Any additional directorships resulting from an increase in the
number of directors will be distributed among the three classes so that, as nearly as possible, each class will consist of one-third of
the directors. Our board of directors is currently fixed at six members. The division of our board of directors into three classes with
staggered three-year terms may delay or prevent a change of our board of directors or a change in control of our company. Our directors
may be removed only for cause by the affirmative vote of the holders of at least two-thirds of our outstanding voting stock then entitled
to vote in an election of directors.

 Board Leadership Structure

 Our board of directors does not have a policy
regarding separation of the roles of Chief Executive Officer and chairman of the board of directors. Our board of directors recognizes
that it is important to determine an optimal board leadership structure to ensure the independent oversight of management as we continue
to grow, and believes it is in our best interests to make determinations regarding such leadership structure based on circumstances from
time to time. Currently, our Chief Executive Officer serves as the chairman of the board of directors.

 Our board of directors believe that this leadership
structure, combined with our corporate governance policies and processes, creates an appropriate balance between strong and consistent
leadership and independent oversight of our business. The chairman chairs the meetings of our board of directors and stockholders, with
input from the independent directors, and as such, our board of directors believes that a person with comprehensive knowledge of our company
is in the best position to serve such role. In making this determination, the board of directors considered, among other matters, Mr. Ehrlich's
management of our business on a day-to-day basis coupled with his direct involvement in our business operations, and believed that
Mr. Ehrlich is highly qualified to act as both chairman and Chief Executive Officer due to his experience, knowledge and history
with both Legacy CERo and PBAX.

 In addition, each of our other directors is "independent"
under Nasdaq standards. Our independent vice chairman presides over regularly-held executive sessions of independent directors, without
management present, and all of our independent directors are active in the oversight of our company. In addition, our board of directors
and each committee of board of directors has complete and open access to any member of management and the authority to retain independent
legal, financial and other advisors as they deem appropriate.

 Our board of directors believe its administration
of its risk oversight function has not affected its leadership structure. Risk is inherent with every business, and how well a business
manages risk can ultimately determine its success. Our board of directors is actively involved in oversight of risks that could affect
us. This oversight is conducted primarily by our full board of directors, which has responsibility for general oversight of risks, and
the Audit Committee, which has responsibility for reviewing the adequacy of our risk management activities with management and our independent
registered public accounting firm.

 At each of its meetings, the board of directors
receives business updates from various members of management. These updates may identify matters that have emerged within that member
of management's scope of responsibility that involve operational, financial, legal or regulatory risks and, in these cases, the
board of directors provides guidance to management. Our board of directors believes that full and open communication between management
and the board of directors is essential for effective risk management and oversight.

 Our board of directors has concluded that our
current leadership structure is appropriate at this time. However, our board of directors will continue to periodically review our leadership
structure and may make such changes in the future as it deems appropriate.

 Role of Board in Risk Oversight

 Our board of directors has responsibility for
the oversight of our risk management processes and, either as a whole or through its committees, regularly discusses with management our
major risk exposures, their potential impact on our business and the steps we take to manage them. The risk oversight process includes
receiving regular reports from board committees and members of senior management to enable our board of directors to understand our risk
identification, risk management and risk mitigation strategies with respect to areas of potential material risk, including operations,
finance, legal, regulatory, strategic and reputational risk.

 The Audit Committee reviews information regarding
liquidity and operations, and oversees our management of financial risks. It also reviews information and policies related to information
technology risk, including cyber-security and incident response planning. Periodically, the Audit Committee reviews our policies with
respect to risk assessment, risk management, loss prevention and regulatory compliance. Oversight by the Audit Committee includes direct
communication with our external auditors, and discussions with management regarding significant risk exposures and the actions management
has taken to limit, monitor or control such exposures. The Compensation Committee is responsible for assessing whether any of our compensation
policies or programs has the potential to encourage excessive risk-taking. The nominating and corporate governance committee manages risks
associated with the independence of the board of directors, corporate disclosure practices and potential conflicts of interest. While
each committee is responsible for evaluating certain risks and overseeing the management of such risks, the entire board of directors
is regularly informed through committee reports about such risks. Matters of significant strategic risk are considered by our board of
directors as a whole.

 Committees of our Board of Directors

 The standing committees of our board of directors
include the Audit Committee, a Compensation Committee, and a nominating and corporate governance committee, each of which operates under
a charter that has been approved by our board of directors. Such charters are available on our website at www.cero.bio/investors.
The reference to our website address does not constitute incorporation by reference of the information contained at or available through
our website. We have included our website address as an inactive textual reference only.

 Audit Committee

 The members of our Audit Committee are Mr. Byrnes,
Dr. Rolfe and Mr. Patel. Mr. Byrnes serves as the chairperson of the Audit Committee. All members of our Audit Committee
meet the requirements for financial literacy under the applicable rules and regulations of the SEC and Nasdaq. Our board of directors
has determined that Mr. Byrnes is an "audit committee financial expert" as defined by applicable SEC rules and has the
requisite financial sophistication as defined under the applicable Nasdaq listing standards. Our board of directors has determined each
of Mr. Byrnes, Dr. Rolfe and Mr. Patel is independent under the applicable rules of the SEC and Nasdaq and has the requisite
financial expertise required under the applicable requirements of Nasdaq. In arriving at this determination, our board of directors has
examined each Audit Committee member's scope of experience and the nature of their experience reading and understanding financial
statements.

 The Audit Committee's main function is to
oversee our accounting and financial reporting processes and the audits of our consolidated financial statements. The Audit Committee's
responsibilities include, among other things:

 selecting a qualified firm to serve as the independent registered public accounting firm to audit our
financial statements;

 helping to ensure the independence and performance of the independent registered public accounting firm;

 discussing the scope and results of the audit with the independent registered public accounting firm,
and reviewing, with management and the independent accountants, our annual audited financial statements and quarterly financial statements;

 developing procedures for employees to submit concerns anonymously about questionable accounting or audit
matters;

 reviewing and discussing policies on risk assessment and risk management;

 reviewing related party transactions;

 obtaining and reviewing a report by the independent registered public accounting firm at least annually
that describes the internal quality-control procedures, any material issues with such procedures, and any steps taken to deal with such
issues when required by applicable law; and

 approving (or, as permitted, pre-approving) all audit and all permissible non-audit service to be performed
by the independent registered public accounting firm.

 Compensation Committee

 The members of our Compensation Committee are
Ms. LaPorte, Dr. Rolfe and Mr. Patel. Ms. LaPorte serves as the chairperson of the Compensation Committee. Our board of directors
has determined that each of Ms. LaPorte, Dr. Rolfe and Mr. Patel is independent under the applicable Nasdaq listing standards
and is a "non-employee director" as defined in Rule 16b-3 promulgated under the Exchange Act.

 Our Compensation Committee's main function
is to oversee our compensation structure, policies and programs and to review the processes and procedures for the consideration and determination
of director and executive compensation. The Compensation Committee's responsibilities include, among other things:

 recommending to the board of directors goals and objectives, non-equity compensation, and equity grants
of all senior officers;

 recommending to the board of directors goals and objectives, non-equity compensation, and equity grants
for the Chief Executive Officer;

 recommending to the board of directors non-equity compensation and equity grants for the directors;

 reviewing and discussing with the board of directors corporate succession plans for the Chief Executive
Officer and key officers;

 reviewing and discussing with management its talent development and related initiatives;

 assisting the board of directors with its oversight of our strategies, programs, and initiatives related
to employee health, safety, and well-being, engagement, pay equity, and diversity and inclusion;

 selecting independent compensation consultants and assessing whether there are any conflicts of interest
with any of the Compensation Committee's compensation advisors;

 reviewing and recommending to the board of directors employment agreements, severance arrangements and
change-of-control agreements or provisions for executive officers and other senior management, as appropriate; and

 reviewing the policies relating to compensation and benefits of employees.

 Nominating and Corporate Governance Committee

 The members of our nominating and corporate governance
committee are Dr. Rolfe, Ms. LaPorte and Mr. Byrnes. Dr. Rolfe serves as the chairperson of the committee. Our board of
directors has determined that each of Dr. Rolfe, Ms. LaPorte and Mr. Byrnes is independent under the applicable Nasdaq listing
standards.

 The nominating and corporate governance committee's
main function is to consider candidates for board membership and oversee our corporate governance policies, reporting and making recommendations
to our board of directors concerning governance matters and oversight of the evaluation of our board of directors. The nominating and
corporate governance committee's responsibilities include, among other things:

 recommending to the board of directors for its approval criteria for board of directors and committee
membership;

 establishing a process for identifying and evaluating board of director candidates, including nominees
recommended by stockholders;

 identifying individuals qualified to become members of the board of directors;

 recommending to the board of directors the persons to be nominated for election as directors and to each
of the committees of the board of directors;

 developing and recommending to the board of directors corporate governance guidelines and periodically
reviewing those guidelines and the code of conduct and business ethics and recommending any changes; and

 overseeing a periodic evaluation of the board of directors and its committees.

 Board and Committee Meetings Attendance

 During the fiscal year ended December 31,
2024, our board of directors met 16 times, our Audit Committee met four times, and our Compensation Committee met six times. Our Nominating
and Corporate Governance Committee did not hold a meeting in 2024. Each board member attended 75% or more of the aggregate number of meetings
of the board of directors and meetings of the committees on which he or she served during the fiscal year ended December 31, 2024,
for which he or she was a director or committee member.

 Director Attendance at Annual Meeting of
Stockholders

 We encourage our directors to attend our annual
meetings of stockholders. We did not hold an annual meeting of stockholders during the fiscal year ended December 31, 2024.

 Compensation Committee Interlocks and Insider
Participation

 During the fiscal year ended December 31,
2024, Mr. Ehrlich served as a member of our Compensation Committee from the closing of the Business Combination until his appointment
as our interim Chairman and Chief Executive Officer. Other than Mr. Ehrlich, during the fiscal year ended December 31, 2024,
none of the members of our Compensation Committee has ever been one of our officers or employees. None of our executive officers currently
serves, or has served, as a member of our board of directors or Compensation Committee of any entity that has one or more executive officers
serving as a member of our board of directors or Compensation Committee.

 Code of Business Conduct and Ethics

 We have adopted a written code of business conduct
and ethics that applies to our directors, officers, and employees, including our principal executive officer, principal financial officer,
principal accounting officer or controller, or persons performing similar functions. Our code of business conduct and ethics is available
under the Investors section of our website at www.cero.bio/investors. In addition, we intend to post on our website all disclosures
that are required by law or the listing standards of Nasdaq concerning any amendments to, or waivers from, any provision of the code of
business conduct and ethics. The reference to our website address does not constitute incorporation by reference of the information contained
at or available through our website. We have included our website address as an inactive textual reference only.

 Limitation of Liability and Indemnification

 The Certificate of Incorporation and the Bylaws
limits the Company's directors' liability, and indemnify its directors and officers to the fullest extent permitted under
DGCL. The DGCL provides that directors of a corporation will not be personally liable for monetary damages for breach of their fiduciary
duties as directors, except for liability for any:

 transaction from which the director derives an improper personal benefit;

 act or omission not in good faith or that involves intentional misconduct or a knowing violation of law;

 unlawful payment of dividends or redemption of shares; or

 breach of a director's duty of loyalty to the corporation or its stockholders.

 These limitations of liability do not apply to
liabilities arising under federal securities laws and do not affect the availability of equitable remedies such as injunctive relief or
recession.

 The DGCL and the Bylaws provide that it will,
in certain situations, indemnify its directors and officers and may indemnify other employees and other agents, to the fullest extent
permitted by law. Any indemnified person is also entitled, subject to certain limitations, to advancement, direct payment or reimbursement
of reasonable expenses (including attorneys' fees and disbursements) in advance of the final disposition of the proceeding.

 In addition, the Company has entered and intends
to continue to enter, into separate indemnification agreements with some of its directors and officers. These indemnification agreements,
among other things, require the Company to indemnify its directors and officers for certain expenses, including attorneys' fees,
judgments, fines and settlement amounts incurred by a director or officer in any action or proceeding arising out of their services as
a director or officer, or any other company or enterprise to which the person provides services at the Company's request.

 The Company maintains a directors' and officers'
insurance policy pursuant to which its directors and officers are insured against liability for actions taken in their capacities as directors
and officers. The Company believes that these provisions in its Certificate of Incorporation and the Bylaws and these indemnification
agreements are necessary to attract and retain qualified persons as directors and officers.

 Insofar as indemnification for liabilities arising
under the Securities Act may be permitted to directors, officers or control persons, in the opinion of the SEC, such indemnification is
against public policy as expressed in the Securities Act and is therefore unenforceable.

 Insider Trading Arrangements and Policies

 During the three months ended December 31,
2024, none of our directors or officers adopted, amended, or terminated a "Rule 10b5-1 trading arrangement" or "non-Rule 10b5-1
trading arrangement," as each term is defined in Item 408(a) of Regulation S-K.

 Our board of directors has adopted an insider
trading policy which governs the purchase, sales, and/or other dispositions of our securities by directors, officers, and employees that
we believe is reasonably designed to promote compliance with insider trading laws, rules and regulations, and applicable Nasdaq listing
standards. Our insider trading policy is attached as an exhibit to our Annual Report on Form 10-K for the fiscal year ended December 31,
2024 as Exhibit 19.1 and incorporated herein. In addition, we have adopted a Rule 10b5-1 trading plan policy, which permits our officers,
directors, and certain other persons to enter into trading plans complying with Rule 10b5-1 under the Exchange Act. Generally,
under these trading plans, the individual relinquishes control over the transactions once the trading plan is put into place and can only
put such plans into place while the individual is not in possession of material non-public information. Accordingly, sales under these
plans may occur at any time, including possibly before, simultaneously with, or immediately after significant events involving us.

 Policy on Trading, Pledging and Hedging
of Company Stock

 Certain transactions in our securities (such as
purchases and sales of publicly traded put and call options, and short sales) create a heightened compliance risk or could create the
appearance of misalignment between management and stockholders. In addition, securities held in a margin account or pledged as collateral
may be sold without consent if the owner fails to meet a margin call or defaults on the loan, thus creating the risk that a sale may occur
at a time when an officer or director is aware of material, non-public information or otherwise is not permitted to trade in our securities.
Our insider trading policy expressly prohibits derivative transactions of our stock by our executive officers, directors and employees.
In addition, our insider trading policy also expressly prohibits purchases of any derivative securities that provide the economic equivalent
of ownership.

 Communication with Directors

 Any stockholder or interested party may communicate
with our board of directors, as a whole, or with individual directors on the board of directors, through an established process for stockholder
and other interested party communication. For a communication directed to the board of directors as a whole, stockholders and other interested
parties may submit a written communication by postal mail to the attention of the chairman of our board of directors at the following
address: CERo Therapeutics Holdings, Inc., 210 Haskins Way, Suite 230, South San Francisco, CA 94080.

 For a communication directed to an individual
director in his capacity as a member of the board of directors, stockholders and other interested parties may send such communication
to the attention of the individual director at the following address: CERo Therapeutics Holdings, Inc., c/o Corporate Secretary,
210 Haskins Way, Suite 230, South San Francisco, CA 94080.

 We will forward by U.S. mail any such communication
to each director, and the chairman of the board of directors in his capacity as a representative of the board of directors, to whom such
communication is addressed to the address specified by each such director and the chair of the board of directors, unless there are safety
or security concerns that mitigate against further transmission. A copy of any such written communication may also be forwarded to our
general counsel and a copy of such communication may be retained for a reasonable period of time. You may submit your concern anonymously
or confidentially.

 Communications may be forwarded to other directors
if they relate to important substantive matters and include suggestions or comments that may be important for other directors to know.
In general, communications relating to corporate governance and long-term corporate strategy are more likely to be forwarded than communications
relating to ordinary business affairs, personal grievances and matters as to which we tend to receive repetitive or duplicative communications.

 Item 11. Executive Compensation

 Overview

 Except as otherwise specified in this Executive
Compensation section, the information set forth herein relates to the executive compensation paid by Legacy CERo prior to the Business
Combination, and agreements with us, effective as of the Business Combination. This section discusses the material components of the executive
compensation program for our named executive officers.

 As an emerging growth company, we have opted to
comply with the executive compensation disclosure rules applicable to "smaller reporting companies," as such term is defined
in the rules promulgated under the Exchange Act. The compensation provided to our named executive officers for the fiscal years
ended December 31, 2024 and 2023 is detailed in the 2024 Summary Compensation Table and accompanying footnotes and narrative that
follow. Our named executive officers for the fiscal year ending December 31, 2024, are:

 Chris Ehrlich, our Chief Executive Officer;

 Andrew "Al" Kucharchuk, our Chief Financial Officer

 Kristen Pierce, Ph. D., our Chief Development Officer

 2024 Summary Compensation Table

 During the year ended December 31, 2024,
the Company had three individuals serve as principal executive officer, Dr. Daniel Corey was Chief Executive Officer of Legacy CERo
from January 1, 2024 until the closing of the Business Combination on February 14, 2024, Brian G. Atwood was Chief Executive
Officer from the closing of the Business Combination on February 14, 2024 until September 30, 2024 and Chris Ehrlich became
Chief Executive Officer on October 1, 2024 and continues to serve in such capacity. Dr. Corey continued to serve as Chief Technology
Officer after closing of the Business Combination until his resignation on September 23, 2024. As of the December 31, 2024,
the Company's other executive officers were the Company's Chief Financial Officer, Andrew "Al" Kucharchuk, and
the Company's Chief Development Officer, Kristen Pierce. Charles Carter, who served as the Company's Chief Financial Officer
from February 14, 2024 through September 30, 2024, is also included below as he was one of our most highly compensated executive
officers, but was no longer serving as an executive officer as of December 31, 2024.

 Name and Principal Position

 Year

 Salary
 ($)

 Option
 Awards
 ($) (1)

 All Other
 Compensation
 ($) (2)

 Total
 ($)

 Chris Ehrlich (3)

 2024

 90,000

 908,748

 —

 998,748

 Chief Executive Officer

 Brian G. Atwood (4)

 2024

 225,000

 1,581,508

 —

 1,806,508

 Former Chief Executive Officer

 Dr. Daniel Corey (5)

 2024

 263,750

 809,463

 —

 1,073,213

 Former Chief Technology Officer and Former Chief Executive Officer

 2023

 360,000

 —

 16,035

 376,035

 Charles Carter (6)

 2024

 218,750

 471,512

 —

 690,262

 Former Chief Financial Officer

 Andrew "Al" Kucharchuk (7)

 2024

 63,000

 39,406

 —

 102,406

 Chief Financial Officer

 Kristen Pierce, Ph. D. (8)

 2024

 90,000

 29,777

 —

 119,777

 Chief Development Officer

 (1)
 As required by SEC rules, the amounts in this column reflect
the grant date or modification date fair value as required by FASB ASC Topic 718. A discussion of the assumptions and methodologies
used to calculate these amounts is contained in the notes to our financial statements under "Shareholders' Equity".
The Company issued options in April 2024 and October 2024. On October 1, 2024 some options issued in April 2024 were
canceled.

 (2)
 The amounts reported in this column represent (i) $13,200
in Company contributions made under our 401(k) plan and (ii) $2,835 in Company-paid life insurance premiums during the fiscal
year ended December 31, 2024.

 (3)
 In April 2024, Mr. Ehrlich received stock options
to purchase 5,272 shares of common stock at $177.00 per share. Additionally, on October 1, 2024, Mr. Ehrlich received options
to purchase 25,500 shares of common stock at $10.00 per share. On October 1, 2024, the options granted in April 2024 were canceled
pursuant to an agreement between Mr. Ehrlich and the Company.

 (4)
 In April 2024, Mr. Atwood received stock options to
purchase 13,180 shares of common stock at $177.00 per share and 139 shares of common stock at $528.00 per share. Additionally, on October 1,
2024, Mr. Atwood received options to purchase 5,080 shares of common stock at $10.00 per share. On October 1, 2024, the options
granted in April 2024 were canceled pursuant to an agreement between Mr. Atwood and the Company.

 (5)
 In April 2024, Dr. Corey received stock options to
purchase 8,567 shares of common stock at $177.00 per share. Upon his resignation, all unvested options were canceled.

 (6)
 In April 2024, Mr. Carter received stock options to
purchase 3,954 shares of common stock at $177.00 per share. Upon his resignation, all unvested options were canceled upon his resignation.

 (7)
 On October 1, 2024, Mr. Kucharchuk received stock
options to purchase 5,000 shares of common stock at $10.00 per share.

 (8)
 In April 2024, Dr. Pierce received stock options to
purchase 659 shares of common stock at $36.00 per share. Additionally, on October 1, 2024, Dr. Pierce received stock options
to purchase 2,000 shares of common stock at $10.00 per share.

 Narrative Disclosure to the 2024 Summary Compensation
Table

 Compensation of our named executive officer for
the fiscal year ended December 31, 2024 was determined and recommended by the compensation committee, and approved by the board of
directors. The compensation committee engaged a compensation consulting firm to provide and structure benchmarking data for similar positions
in similar companies.

 2024 Base Salaries

 The named executive officers' base salaries
are a fixed component of annual compensation for performing specific duties and functions. Such base salaries are adjusted from time to
time to realign with market levels after taking into account individual responsibilities, performance and experience.

 Annual Bonuses

 We use annual cash incentive bonuses for the named
executive officers to motivate their achievement of short-term performance goals and tie a portion of their cash compensation to performance.
It is expected that, near the beginning of each year, the Compensation Committee will select the performance targets, target amounts,
target award opportunities and other terms and conditions of annual cash bonuses for the named executive officers, subject to the terms
of their employment agreements. Following the end of each year, the Compensation Committee will determine the extent to which the performance
targets were achieved and the amount of the award that is payable to each of the named executive officers. A bonus plan was established
for executive officers in 2024.

 Overview of Executive Compensation Program

 Our Compensation Committee anticipates annually
reviewing the compensation of our employees, including our executive officers. In setting executive base salaries and bonuses and granting
equity incentive awards, the Compensation Committee considers compensation for comparable positions in the market, the historical compensation
levels of our executive officers, individual performance as compared to our expectations and objectives, internal equity, our desire to
motivate our employees to achieve short- and long-term results that are in the best interests of our stockholders, and a long-term commitment
to us. We intend to target a general competitive position and consider independent third-party benchmark analytics to determine the mix
of compensation of base salary, bonus and long-term incentives.

 We engaged the services of an external compensation
consultant to advise on executive compensation matters including our overall compensation program design and collection of market data
to inform our compensation programs for our executive officers and members of our board of directors. The compensation for our executive
officers will have the following components: base salary, cash bonus opportunities, equity compensation, employee benefits, and severance
protections. Base salaries, employee benefits, and severance protections are designed to attract and retain senior management talent.
Annual cash bonuses and equity awards are used to promote performance-based pay that aligns the interests of the named executive officers
with the long-term interests of our stockholders and enhances executive retention.

 Employment Agreements with our Named Executive
Officers

 We are party to employment agreements with each
of our named executive officers. The arrangements generally provide for at-will employment without any specific term and set forth the
named executive officer's initial base salary, bonus potential, eligibility for employee benefits and severance benefits upon a
qualifying termination of employment, subject to such employee executing a separation agreement with us.

 Employment Agreement with Mr. Atwood

 On March 26, 2024, we entered into an employment
agreement with Mr. Atwood, our former Chairman and Chief Executive Officer the ("Atwood Employment Agreement"). Pursuant
to the Atwood Employment Agreement, Mr. Atwood is entitled to an initial annual base salary of $360,000, an initial target annual
incentive bonus of 50% of Mr. Atwood's base salary, an initial equity grant, and general eligibility to participate in our
employee benefit plans.

 The Atwood Employment Agreement provides that
in the event Mr. Atwood's employment is terminated by us without "cause" (other than as a result of Mr. Atwood's
death or disability) or by Mr. Atwood with "good reason" (each as defined in the Atwood Employment Agreement), in either
case within thirty days before or within twelve months following a "change in control" (as defined in the Atwood
Employment Agreement) (the "Atwood Change in Control Period"), then, Mr. Atwood will be entitled to: (1) a lump
sum cash payment equal to three months of his then-current base salary, and (2) full acceleration of the vesting of all his
outstanding equity awards.

 The Atwood Employment Agreement provides that
in the event Mr. Atwood's employment is terminated by us without "cause" (other than as a result of Mr. Atwood's
death or disability) or by Mr. Atwood for "good reason," in either case, outside of the Atwood Change in Control Period,
then, Mr. Atwood will be entitled to a lump sum cash payment equal to three months of his then-current base salary.

 The Atwood Employment Agreement provides that
in the event Mr. Atwood's employment terminate as a result of Mr. Atwood's death or disability, then, Mr. Atwood
will be entitled to accelerated vesting of 50% of the then-unvested portion of outstanding equity awards.

 Mr. Atwood's benefits after termination
(other than as a result of death or disability) are conditioned, among other things, on him timely signing and not revoking a general
release of claims in our favor.

 The payments and benefits under the Atwood Employment
Agreement in connection with a change in control may not be eligible for federal income tax deduction by us pursuant to Section 280G
of the Code. These payments and benefits may also be subject to an excise tax under Section 4999 of the Code. If the payments or
benefits payable to Mr. Atwood in connection with a change in control would be subject to the excise tax imposed under Section 4999
of the Code, then those payments or benefits will be reduced if such reduction would result in a higher net after-tax benefit to him.

 Mr. Atwood resigned from his position as
Chief Executive Officer, effective on September 30, 2024. In connection with such resignation, on September 30, 2024, Mr. Atwood
and the Company entered into a consulting agreement (the "Atwood Consulting Agreement"), effective October 1, 2024, pursuant
to which Mr. Atwood will provide consulting services for a period of 12 months following his resignation. Mr. Atwood will
receive a consulting fee of $25,000 per quarter. In connection with his entry into the Atwood Consulting Agreement, Mr. Atwood forfeited
all 13,318 of his outstanding options, and received an award of 5,080 options to purchase shares of Common Stock, which will vest (i) 50%
upon the FDA's acceptance of the Company's IND and (ii) 50% upon the completion of a financing transaction generating
at least $1.5 million of gross proceeds, in each case subject to Mr. Atwood's continued service with the Company.

 Employment Agreement with Mr. Carter

 On March 26, 2024, we entered into an employment
agreement with Mr. Carter, our former Chief Financial Officer and Corporate Secretary (the "Carter Employment Agreement").
Pursuant to the Carter Employment Agreement, Mr. Carter is entitled to an initial base salary of $350,000 and an initial target annual
incentive bonus of 35% of Mr. Carter's base salary, an initial equity grant, and general eligibility to participate in our
employee benefit plans.

 The Carter Employment Agreement provides that
in the event Mr. Carter's employment is terminated by us without "cause" (other than as a result of Mr. Carter's
death or disability) or by Mr. Carter with "good reason" (each as defined in the Carter Employment Agreement), in either
case within thirty days before or within twelve months following a "change in control" (as defined in the Carter
Employment Agreement) (the "Carter Change in Control Period"), then, Mr. Carter will be entitled to: (1) continued
payment of his then-current base salary for a period of twelve months following his termination, (2) if Mr. Carter timely
elects COBRA health continuation, payment of COBRA premiums for continued health benefits for up to twelve months following his termination
for him and his eligible dependents who were covered under our health insurance plans on the date of such termination, (3) his annual
target bonus for the year of termination, and (4) full acceleration of the vesting of all his outstanding equity awards.

 The Carter Employment Agreement provides that
in the event Mr. Carter's employment is terminated by us without "cause" (other than as a result of Mr. Carter's
death or disability) or by Mr. Carter for "good reason," in either case, outside of the Carter Change in Control Period,
then, Mr. Carter will be entitled to (1) continued payment of his then-current base salary for a period of nine months,
and (2) if Mr. Carter timely elects COBRA health continuation, payment of COBRA premiums for continued health benefits for up
to nine months following his termination for him and his eligible dependents who were covered under our health insurance plans on
the date of such termination.

 The Carter Employment Agreement provides that
in the event Mr. Carter's employment terminate as a result of Mr. Carter's death or disability, then, Mr. Carter
will be entitled to accelerated vesting of 50% of the then-unvested portion of outstanding equity awards.

 Mr. Carter's benefits after termination
(other than as a result of death or disability) are conditioned, among other things, on him timely signing and not revoking a general
release of claims in our favor.

 The payments and benefits under the Carter Employment
Agreement in connection with a change in control may not be eligible for federal income tax deduction by us pursuant to Section 280G
of the Code. These payments and benefits may also be subject to an excise tax under Section 4999 of the Code. If the payments or
benefits payable to Mr. Carter in connection with a change in control would be subject to the excise tax imposed under Section 4999
of the Code, then those payments or benefits will be reduced if such reduction would result in a higher net after-tax benefit to him.

 Mr. Carter resigned from his position as
Chief Financial Officer, effective on September 30, 2024. In connection with such resignation, Mr. Carter forfeited all 4,954
of his outstanding options.

 Offer Letter with Dr. Corey

 On March 28, 2024, we entered into an employment
agreement with Dr. Corey, our former Chief Technology Officer and Founder (the "Corey Offer Letter"). Pursuant to the
Corey Offer Letter, Dr. Corey is entitled to an initial annual base salary of 350,000, an initial target annual incentive bonus of
50% of Dr. Corey's base salary, an initial equity grant, and general eligibility to participate in our employee benefit plans.

 The Corey Offer Letter provides that in the event
Dr. Corey's employment is terminated by us without "cause" or by Dr. Corey for "good reason" (each
as defined in the Corey Offer Letter) within 90 days before or within twelve months following a "change in control"
(as defined in the Corey Offer Letter) (the "Corey Change in Control Period"), then Mr. Corey will be entitled to full
acceleration of the vesting of any options to purchase shares of our common stock that are subject to time-based vesting.

 The Corey Offer Letter provides that in the event
Dr. Corey's employment is terminated by us without "cause" or by Dr. Corey for "good reason,"
Dr. Corey will be entitled to: (1) the continued payment of his then-current base salary for a period of up to six months
following his termination, and (2) if Dr. Corey timely elects COBRA health continuation, payment of COBRA premiums for continued
health benefits for up to six months following his termination.

 Dr. Corey's benefits after termination
outside of the Corey Change in Control Period are conditioned, among other things, on him complying with his post-termination obligations
under his agreement, including a one-year non-solicitation obligation, and his timely signing a general release of claims in our favor.

 Dr. Corey resigned from his position as Chief
Technology Officer, effective September 23, 2024. In connection with such resignation, Dr. Corey forfeited 4,613 of his outstanding
options.

 Consulting Agreement with Mr. Ehrlich

 On September 30, 2024, we entered into a
consulting agreement with Chris Ehrlich (the "Ehrlich Consulting Agreement"), effective October 1, 2024. The Ehrlich
Consulting Agreement has an initial term of twelve months, commencing October 1, 2024, as may be extended by mutual written
agreement. Mr. Ehrlich will receive a consulting fee of $30,000 per month. In connection with his entry into the Ehrlich Consulting
Agreement, Mr. Ehrlich forfeited all 5,722 of his outstanding options, and received an award of 25,550 options to purchase shares
of Common Stock, which will vest (i) 50% upon the FDA's acceptance of the Company's IND and (ii) 50% upon the completion
of a financing transaction generating at least $1.5 million of gross proceeds, in each case subject to Mr. Ehrlich's continued
service. In February 2025, the board of directors increased Mr. Ehrlich's monthly salary to $40,000 per month and, on
March 4, 2025, granted to him options to purchase up to 238,971 shares of Common Stock, with 50% subject to vesting on the nine-month
anniversary of the date of grant and the remaining 50% subject to performance-based vesting conditions.

 Consulting Agreement with Mr. Kucharchuk

 On September 30, 2024, we entered into a
consulting agreement with Andrew "Al" Kucharchuk (the "Kucharchuk Consulting Agreement"). The Kucharchuk Consulting
Agreement has an initial term of one year, commencing October 1, 2024, as may be extended by mutual written agreement. Mr. Kucharchuk
received a retainer of $15,000 upon his entry into the Kucharchuk Consulting Agreement, and will receive a monthly fee of $16,000 for
his services during the term of the Kucharchuk Consulting Agreement. In addition, Mr. Kucharchuk received an award of 5,000 options
to purchase shares of Common Stock, which will vest in equal monthly installments over twelve months, subject to Mr. Kucharchuk's
continued service. Either party may terminate the Kucharchuk Consulting Agreement at any time with at least 30 days' prior
written notice. In February 2025, the board of directors increase Mr. Kucharchuk's monthly fee to $25,000 per month.

 Consulting Agreement with Dr. Pierce

 On September 30, 2024, we entered into a
consulting agreement with Kristen Pierce, Ph. D. (the "Pierce Consulting Agreement"), effective as of October 1, 2024.
The Pierce Consulting Agreement has an initial term of twelve months, commencing October 1, 2024, as may be extended by mutual
written agreement. Dr. Pierce will receive a monthly fee of $30,000 for her services during the term of the Pierce Consulting Agreement.
In addition, Dr. Pierce received an award of 2,000 options to purchase shares of Common Stock, which will vest in equal monthly installments
over twenty-four months, subject to Dr. Pierce's continued service; provided, that the vesting of 50% such options shall
be accelerated upon the FDA's acceptance of our IND. Either party may terminate the Pierce Consulting Agreement at any time
with at least 30 days' prior written notice.

 Outstanding Equity Awards as of December 31,
2024

 The following table sets forth information regarding
outstanding equity awards held by our named executive officers as of December 31, 2024:

 Option Awards

 Name

 Grant Date

 Vesting
 Commencement
 Date

 Securities
 Underlying
 Unexercised
 Options (#)
 Exercisable

 Securities
 Underlying
 Unexercised
 Options (#)
 Unexercisable

 Option
 Exercise
 Price
 ($)

 Option
 Expiration
 Date

 Chris Ehrlich,
 Chief Executive Officer

 12/02/2024

 25,550

 —

 $
 10.00

 09/30/2034

 Brian G. Atwood,
 Former Chief Executive Officer

 12/02/2024

 5,080

 —

 $
 10.00

 09/30/2034

 Andrew "Al" Kucharchuk,
 Chief Financial Officer

 1,250

 3,750

 $
 10.00

 09/30/2034

 Kristen Pierce, Ph. D.,
 Chief Development Officer

 1,784

 $
 10.00

 09/30/2034

 Employee Benefits and Equity Incentive Compensation
Plan

 Equity Incentive Compensation

 We believe it is important to maintain a strong
link between executive incentives and the creation of stockholder value. We believe performance and equity-based compensation for our
executives to be an important component of maximizing stockholder value while, at the same time, attracting, motivating and retaining
high-quality executives. Upon consummation of the Business Combination, we assumed options issued pursuant to the CERo Therapeutics, Inc.
2016 Equity Incentive Plan, as amended (the "2016 Plan"), and we currently maintain the CERo Therapeutics Holdings, Inc. 2024
Equity Incentive Plan (the "2024 Plan") and the CERo Therapeutics Holdings, Inc. 2024 Employee Stock Purchase Plan (the "2024
ESPP").

 As of December 31, 2023, the 2016 Plan had
options outstanding to purchase a total of 7,825 shares of common stock for a weighted average exercise price of $28.00 per share. On
February 14, 2024, upon consummation of the Business Combination, these options were assumed by us and converted into options to
purchase shares in CERo at a conversion rate of 0.064452 underlying shares per legacy share and a strike price calculated as the legacy
strike price divided by 0.064452. This resulted in the issuance of options to purchase 504 shares of common stock at a weighted average
price of $436.00.

 As of October 1, 2024, the board of directors
approved option awards to the executive officers for 2024, as set forth below:

 Name and Position

 Stock
 Options

 Chris Ehrlich, Chief Executive Officer and Chairman (1)

 25,500

 Andrew "Al" Kucharchuk, Chief Financial Officer

 5,000

 Kristen Pierce, Ph. D., Chief Development Officer

 2,659

 Brian G. Atwood, Former Chief Executive Officer and Chairman (2)

 5,080

 Charles R. Carter, Former Chief Financial Officer (3)

 —

 Daniel Corey, M.D., Former Chief Technology Officer (4)

 —

 (1)
 Excludes 5,272 options granted under the 2024 Plan which were
forfeited on September 30, 2024.

 (2)
 Excludes 13,318 options granted under the 2024 Plan which were
forfeited on September 30, 2024.

 (3)
 Excludes 4,954 options granted under the 2024 Plan which were
forfeited on September 30, 2024.

 (4)
 Excludes 4,613 options granted under the 2024 Plan which were
forfeited on September 23, 2024.

 Equity Grant Timing

 Our compensation committee has generally granted
equity awards on an annual basis and when it has determined necessary or appropriate for retention and recruitment, including following
the successful completion of major corporate transactions or regulatory milestones. In addition, eligible employees, including our NEOs,
may voluntarily enroll in our 2024 Employee Stock Purchase Plan, or ESPP, and receive an option to purchase shares at a discount using
payroll deductions accumulated during the prior six months. No shares were issued under the ESPP during 2024. During 2024, our compensation
committee did not take into account any material nonpublic information when determining the timing and terms of equity incentive awards,
and we did not time the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation.
During 2024, we did not grant stock options to our named executive officers during any period beginning four business days before
and ending one business day after the filing or furnishing of a Form 10-Q, 10-K or 8-K that discloses material nonpublic information.

 Stock Option Awards

 The Compensation Committee approved stock option
awards to each of the then-serving executive officers in March 2024 following the completion of the Business Combination. In light
of the decline in the Company's stock price and financial condition, resulting in challenges with executive and employee retention,
the extraordinary efforts required of the Company's management team in connection with obtaining financing to remain viable and
to cause the FDA to lift the clinical hold implemented in July 2024 and accept the submission of the IND in November 2024, the
Compensation Committee approved the repricing of awards to executive officers and employees and the grants of new awards to new hires
and executive officers who were internally promoted, in each case on October 1, 2024, with a substantial portion of the awards to
executive officers containing performance-based vesting criteria, including with respect to the acceptance of the IND and obtaining additional
financing. See " — Equity Incentive Compensation " below.

 Equity Compensation Plan Information

 The following table sets forth information as
of December 31, 2024 regarding shares of Common Stock that may be issued under our equity compensation plans. Such information includes
equity compensation plans of Legacy CERo as of December 31, 2024 that were assumed by us in the Business Combination:

 Plan Category

 Securities to be
 Issued Upon
 Exercise of
 Outstanding
 Options,
 Warrants
 and Rights

 Weighted-average
 Exercise Price
 of Outstanding
 Options,
 Warrants,
 Rights

 Securities
 Remaining
 Available for
 Future
 Issuance
 Under Equity
 Compensation
 Plans

 Equity compensation plans approved by stockholders

 64,948
 (1)

 $
 10.00
 (2)

 414,073

 Equity compensation plans not approved by stockholders

 —

 —

 —

 Total

 64,948

 $
 10.00

 414,073

 (1)
 Includes 50 shares subject to outstanding stock options under
the 2016 Plan that were outstanding on December 31, 2023 (presented on an as-converted basis). No new awards may be granted under
the 2016 Plan.

 (2)
 Reflects the weighted-average exercise price of the $10.00 outstanding
stock options under the 2024 Plan and 2016 Plan, presented on an as-converted basis.

 On February 8, 2024, the stockholders approved
the 2024 Plan and 2024 ESPP, with an initial reserve of 51,726 and 50,993 shares of common stock, respectively. The 2024 Plan and 2024
ESPP became effective on February 14, 2024 in connection with the closing of the Business Combination. At a special meeting of stockholders
on April 30, 2024, the stockholders approved an increase in the number of shares available for issuance under the 2024 Plan and the
number of shares that may be issued pursuant to incentive stock options, by an additional 20,000 shares each. At a special meeting of
stockholders on November 11, 2024, the stockholders approved an increase in the number of shares available for issuance under the
2024 Plan and the number of shares that may be issued pursuant to incentive stock options, by an additional 208,454 shares each. As of
January 8, 2025, no awards have been granted under the 2024 ESPP. No new awards may be granted under the 2016 Plan, but all
outstanding awards under the 2016 Plan continue to be governed by their existing terms. The 2024 Plan has an evergreen provision that
allows for an annual increase in the number of shares available for issuance under the 2024 Plan to be added on the first day of
January, starting with January 1, 2025, in an amount equal to the lesser of (i) 5% of the fully diluted shares of our common
stock on the immediately preceding December 31 or (ii) such number of shares as determined by our board in each case subject
to adjustment in the event of a stock split, stock dividend or other change in our capitalization. On January 1, 2025, the number
of shares reserved under the 2024 Plan was increased by 5% of the fully diluted shares of our common stock on the immediately preceding
December 31, or 189,701 shares. The 2024 ESPP has an evergreen provision that allows for an annual increase in the number of shares
available for issuance under the 2024 ESPP to be added on the first day of each January, starting with January 1, 2024, by the
lesser of (i) 10,198 shares of our common stock, (ii) 1% of the fully diluted shares of common stock on the immediately preceding
December 31, or (iii) such number of shares of common stock as determined by our board. The number of shares reserved under
the 2024 ESPP is subject to adjustment in the event of a stock split, stock dividend or other change in our capitalization. As of April
1, 2025, the board of directors have granted an aggregate of 471,199 option awards under the 2024 Plan, leaving no shares reserved for
future issuance under the 2024 Plan.

 Perquisites

 We generally do not provide perquisites to our
employees, other than certain de minimis perquisites available to all of our employees, including our named executive officers.

 401(k) Plan

 We maintain the CERo Therapeutics 401(k) Plan,
a tax-qualified retirement plan that provides eligible employees, including the named executive officer, with an opportunity to save for
retirement on a tax-advantaged basis. Plan participants are able to defer eligible compensation subject to applicable annual limits under
the Code. Participants' pre-tax or Roth contributions are allocated to each participant's individual account and are then
invested in selected investment alternatives according to the participants' directions. Participants are immediately and fully vested
in their contributions. We match each participant's contribution up to a safe harbor maximum of 4% of his or her eligible compensation
with participants vesting immediately and fully in such matching contributions. Our 401(k) plan is intended to be qualified under
Section 401(a) of the Code with the 401(k) plan's related trust intended to be tax exempt under Section 501(a) of
the Code.

 Health and Welfare Benefits

 We provide benefits to our named executive officer
on the same basis as provided to all of its employees, including health, dental and vision insurance, as well as life and disability insurance.
Legacy CERo did not, and we will not, maintain any executive-specific benefit or perquisite programs. Benefits were and are anticipated
to be offered on the same basis as provided to all of our employees.

 Compensation Recovery Policy

 Our board of directors adopted a Compensation
Recovery Policy (the "Compensation Recovery Policy"), in compliance with the Nasdaq listing rules, which requires recovery
from executive officers of incentive-based compensation that is earned, granted or vested based on the achievement of a financial reporting
measure in the event of a required accounting restatement of previously issued financial statements. The recoverable compensation includes
any compensation received after the effective date of the Compensation Recovery Policy and in the three-year fiscal period preceding the
date we were required to prepare the accounting restatement that is in excess of the amount that would have been earned, paid or vested
had it been calculated based on the restated financial statements. Recovery is required regardless of fault or a covered officer's
role in the financial reporting process. The Compensation Recovery Policy is filed as Exhibit 97.1 to our Annual Report on Form 10-K
for the year ended December 31, 2023.

 Rule 10b5-1 Sales Plans

 Our directors and executive officers may adopt
written plans, known as Rule 10b5-1 plans, in which they will contract with a broker to buy or sell shares of common stock on a periodic
basis. Under a Rule 10b5-1 plan, a broker executes trades pursuant to parameters established by the director or executive officer
when entering into the plan, without further direction from them. The director or executive officer may amend a Rule 10b5-1 plan
in some circumstances and may terminate a plan at any time. Our directors and executive officers also may buy or sell additional shares
outside of a Rule 10b5-1 plan when they are not in possession of material nonpublic information, subject to compliance with the terms
of the insider trading policy.

 Director Compensation

 None of our directors received compensation in
2024 for services rendered to PBAX or Legacy CERo, with the exception of Dr. Corey, who was compensated for his service as our Chief
Executive Officer. Dr. Corey was a named executive officer and his compensation is provided in the " 2024 Summary Compensation
Table " below.

 On March 25, 2024, the board of directors
approved the compensation for non-employee directors for 2024. Each non-employee director will receive $30,000 per annum, paid quarterly
in advance. In addition, each non-employee director other than the vice chairman received an option award to purchase 1,125 shares of
common stock. Such option awards vest quarterly over a three-year period and expire ten years after the grant date. The vice chairman
will receive $150,000 per annum, paid quarterly in advance. In addition, the vice chairman received an option award to purchase 5,272
shares of common stock. Such option awards vest quarterly over a three-year period and expire ten years after the grant date. The
awards to the vice chairman were forfeited in connection with his appointment as Interim Chairman and Chief Executive Officer on October 1,
2024.

 On September 30, 2024, the board of directors
approved the grant of 2,550 options to each of our non-employee directors, which will vest (i) 50% upon the FDA's acceptance
of our IND and (ii) 50% upon the completion of a financing transaction generating at least $1.5 million of gross proceeds, in
each case subject to such director's continued service. Each of such performance-based vesting conditions was satisfied after the
date of grant and prior to the date of this Amendment No. 1.

 Messrs. Atwood and Ehrlich and Dr. Corey
each served as executive officers and directors during portions of 2024. Each of Mr. Atwood's, Mr. Ehrlich's and
Dr. Corey's compensation is summarized below in " Executive Compensation — Employment Agreements."

 Director Compensation Table

 The following table sets forth information regarding
the compensation awarded to, earned by or paid to our non-employee directors for service on our board of directors during the year ended
December 31, 2024.

 Name

 Fees

 Earned

or Paid in

 Cash

 ($)

 Option

 Awards

 (number

 of shares)

 All Other

 Compensation

 ($)

 Total

 ($)

 Michael Byrnes

 $

 3,675
 (1)

 —

 $

 Kathleen LaPorte

 $

 3,675
 (1)

 —

 $

 Lindsey Rolfe, M.D.

 $

 3,675
 (1)

 —

 $

 Shami Patel

 $
 7,500

 2,550
 (2)

 105,000

 (2)

 $
 115,050

 Robyn Rapaport

 $18,750
 (4)

 1,125
 (3)

 —

 $26,250
 (4)

 (1)
 This includes (i) option to purchase 1,125 shares of Common
Stock granted to the non-employee directors on March 25, 2024 at an exercise price of $177.00 per share, which was reduced to $10.00
effective October 1, 2024 and (ii) option to purchase 2,550 shares of Common Stock, which vested in two equal installments subject
to the satisfaction of certain performance criteria; on December 2, 2024, the board of directors confirmed that the performance
criteria had been met with regards to one installment, resulting in the vesting of 1,275 shares under (ii) and on February 24,
2025, the board of directors confirmed that the performance criteria has been met with regards to the other installment, resulting in
the vesting of the remaining 1,275 shares under (ii).

 (2)
 This includes the option to purchase 2,550 shares of Common
Stock, which vest in two equal installments subject to the satisfaction of certain performance criteria; on December 2, 2024, the
board of directors confirmed that the performance criteria had been met with regards to one installment, resulting in the vesting of
1,275 shares and on February 24, 2025, the board of directors confirmed that the performance criteria has been met with regards
to the other installment, resulting in the vesting of the remaining 1,275 shares under (ii). Mr. Patel received $75,000 in consulting
fees pursuant to the agreement between Mr. Patel and the Company.

 (3)
 This includes the option to purchase 1,125 shares of Common
Stock granted to the non-employee director on March 25, 2024 at an exercise price of $177.00 per share; such award was forfeited
following the director's resignation from the board of directors.

 (4)
 This includes the non-employee director compensation for the
director for the period of service prior to the director's resignation from the board of directors.

 On March 4, 2025, granted to each non-executive
director options to purchase up to 35,845 shares of Common Stock, with 50% subject to vesting on the twelve-month anniversary of the date
of grant and the remaining 50% subject to performance-based vesting conditions.

 Item 12. Security Ownership of Certain Beneficial Owners and Management
and Related Stockholder Matters

 The following table sets forth information regarding
the beneficial ownership of our common stock as of April 11, 2025, by:

 each person known by us to be the beneficial owner of more than 5% of our outstanding shares of Common
Stock;

 each of our named executive officers and directors that beneficially owns shares of our Common Stock;
and

 all our executive officers and directors as a group.

 Beneficial ownership is determined in accordance
with the rules and regulations of the SEC, which generally provide that a person has beneficial ownership of a security if he, she or
it possesses sole or shared voting or investment power over that security. Shares of our Common Stock subject to options, warrants or
shares of Series A Preferred Stock, Series B Preferred Stock or Series C Preferred Stock that are currently exercisable
or convertible or exercisable or convertible within 60 days or shares of Common Stock underlying time-based restricted stock units
that vest within 60 days are considered outstanding and beneficially owned by the person holding the options, warrants, shares of
preferred stock or restricted stock units, as applicable, for the purpose of calculating the percentage ownership of that person but not
for the purpose of calculating the percentage ownership of any other person. Accordingly, the ownership percentage of such persons presented
below assumes the exercise or conversion of derivative securities held thereby without assuming exercise or conversion of securities of
the same type held by any other persons and, accordingly, is greater than the percentage that would be owned by such persons if all of
the holders of securities of the same type exercised or converted such securities. Unless otherwise indicated, we believe that the persons
and entities named in the table below have sole voting and investment power with respect to all of our voting securities beneficially
owned by them. Unless otherwise indicated, we believe that all persons named in the table have sole voting and investment power with respect
to all shares of Common Stock beneficially owned by them.

 The percentage of beneficial ownership is based
on 5,380,723 shares of Common Stock issued and outstanding as of April 11, 2025.

 Name of Beneficial Owner (1)

 Shares
 Beneficially
 Owned

 Percentage
 Beneficially
 Owned

 5% or Greater Beneficial Owners:

 Funicular Funds, LP (2)

 286,751

 5.3
 %

 Directors and Executive Officers:

 Chris Ehrlich (3)

 111,726

 2.1
 %

 Andrew "Al" Kucharchuk (4)

 2,500

 *

 Kristen Pierce, Ph. D. (5)

 1,500

 *

 Brian G. Atwood (6)

 508,524

 9.99
 %

 Michael Byrnes (7)

 5,976

 *

 Kathleen LaPorte (8)

 15,695

 *

 Lindsey Rolfe, M.D. (9)

 5,976

 *

 Shami Patel (10)

 5,040

 *

 All current directors and executive officers as a group (eight individuals)

 657,137

 12.2
 %

 *
 Represents beneficial ownership of less than 1% of our outstanding
Common Stock.

 (1)
 Unless otherwise noted, the business address of each of the
following individuals is 210 Haskins Way, Suite 230, South San Francisco, CA 94080.

 (2)
 Consists of (i) 7,813 shares of Common Stock issuable on
the conversion of shares of Series A Preferred Stock, (ii) 90,206 shares of Common Stock issuable on the conversion of shares
of Series C Preferred Stock, (iii) 1,532 shares of Common Stock issuable on the exercise of Series A Warrants, and (v) 187,200
shares of Common Stock issuable on the exercise of Series C Warrants. The principal business address of Funicular Funds, LP is 601
California Street, Suite 1151, San Francisco, CA 94108-2816.

 (3)
 Consists of (i) 57,919 shares of Common Stock, (ii) 50
shares of Common Stock issuable upon the exercise of Warrants exercisable within 60 days of April 11, 2025, (iii) 53,721 shares
of Common Stock issuable pursuant to stock options exercisable within 60 days of April 11, 2025, and (iv) 36 shares of Common
Stock held by his spouse, Sara Fried.

 (4)
 Consists of 2,500 shares of Common Stock, issuable pursuant
to stock options exercisable within 60 days of April 11, 2025.

 (5)
 Consists of 1,500 shares of Common Stock issuable pursuant to
stock options exercisable within 60 days of April 11, 2025.

 (6)
 Consists of (i) 1,250 shares of Common Stock, (ii) 490,534
shares of Common Stock, held by the Atwood-Edminster Trust dtd 4-2-2000 (the "Trust"), of which Mr. Atwood and
Lynne H. Edminster serve as trustees (iii) 5,080 shares of Common Stock, issuable pursuant to stock options exercisable within 60 days
of April 11, 2025 and (iv) shares underlying 11,660 Pre-Funded Warrants held by Mr. Atwood, which is the maximum number of such Pre-Funded
Warrants held thereby that may be exercised without exceeding the beneficial ownership limitations set forth therein. Excludes warrants
and/or pre-funded warrants held by Mr. Atwood and GVN, LLC (of which Mr. Atwood and Lynne H. Edminster serve as managers, and the sole
member is the Trust) that are in excess of the applicable beneficial ownership limitations.

 (7)
 Consists of 5,976 shares of Common Stock issuable pursuant to
stock options exercisable within 60 days of April 11, 2025.

 (8)
 Consists of (i) 59 shares of Common Stock held by Kathleen
LaPorte, (ii) 9,660 shares of Common Stock, held by the Kathleen LaPorte Revocable Trust, of which Ms. LaPorte serves as a trustee,
and (iii) 5,976 shares of Common Stock issuable pursuant to stock options exercisable within 60 days of April 11, 2025.

 (9)
 Consists of 5,976 shares of Common Stock issuable pursuant to
stock options exercisable within 60 days of April 11, 2025.

 (10)
 Consists of 5,040 shares of Common Stock issuable pursuant to
stock options exercisable within 60 days of April 11, 2025.

 Item 13. Certain Relationships and Related Transactions, and Director
Independence

 Other than the compensation agreements and other
arrangements described under the sections entitled " Executive Compensation " and " Director Compensation "
above and the transactions described below, since January 1, 2023, there has not been and there is not currently proposed, any transaction
or series of similar transactions to which we were, or will be, a party in which:

 the amount involved exceeded, or will exceed, $120,000 (or,
if less, 1% of the average of our total asset amounts at December 31, 2023 and 2024); and

 any director, executive officer, holder of 5% or more of
any class of our capital stock or any member of the immediate family of, or entities affiliated with, any of the foregoing persons, had,
or will have, a direct or indirect material interest.

 CERo Relationships and Related Party Transactions

 Collaboration and Option Agreement

 On March 3, 2020, Legacy CERo entered into
a collaboration and option agreement ("Collaboration Agreement") with a collaborative partner that was an investor of Legacy
CERo, pursuant to which each party was granted a royalty-free, nonexclusive, worldwide license to share the other party's technologies
to create bi-functional T-cells. Legacy CERo was responsible for all employee and other internal costs incurred in the performance
of all of Legacy CERo's R&D activities, with approved cost overruns funded by the collaborative partner. At the end of the research
project, the collaborative partner would be granted the option to enter into an exclusive license for the further development of the combined
drug. Under the Collaboration Agreement, the collaborative partner paid us $0 for the year ended December 31, 2023. The Collaboration
Agreement terminated on March 3, 2023.

 PIPE Financings

 In February 2024, we issued and sold an aggregate
of 10,039 shares of Series A Preferred Stock, 6,127 Series A Warrants and 2,500 Preferred Warrants, at a price of $1,000 per
share of Series A Preferred Stock, for aggregate cash proceeds of approximately $8.0 million, plus additional cash proceeds
of up to $2.0 million if the Preferred Warrants are exercised.

 The following table summarizes the shares of our
Series A Preferred Stock issued to our related parties:

 Purchasers (1)

 Shares of
 Series A
 Preferred
 Stock

 Total
 Purchase
 Price

 Daniel Corey (2)

 $
 150,000

 Atwood-Edminster Trust dtd 4-2-2000 (3)

 1,002

 $
 1,002,000

 Chris Ehrlich (4)

 $
 275,000

 Phoenix Biotech Sponsor, LLC (5)

 1,380

 $
 1,380,000

 (1)
 Additional details regarding these stockholders and their equity
holdings are included herein under the section "Security Ownership of Certain Beneficial Owners and Management."

 (2)
 Daniel Corey served as the Chief Technology Officer and a member
of the board of directors from February 2024 to September 2024, and previously served as Chief Executive Officer, Chief Scientific
Officer, and a member of the board of directors of Legacy CERo until the closing of the Business Combination in February 2024.

 (3)
 Brian G. Atwood served as Chairman and Chief Executive
Officer from February 2024 to September 2024, and previously served as Chairman of PBAX until the closing of the Business Combination
in February 2024 Mr. Atwood is a member of the board of directors and serves as a trustee of Atwood-Edminster Trust dtd 4-2-2000.

 (4)
 Chris Ehrlich has served as the Chairman and Chief Executive
Officer since December 2024, and previously served as (i) interim Chairman and Chief Executive Officer from October 2024
to November 2024, (ii) Vice Chairman of the board of directors from February 2024 to September 2024, and (iii) the
Chief Executive Officer of PBAX until the closing of the Business Combination in February 2024.

 (5)
 Phoenix Biotech Sponsor, LLC beneficially owned more than 5%
of our outstanding capital stock at the time of the transaction.

 Registered Direct Offering in February 2025

 On February 7, 2025, we issued and sold 300,000
shares of our Common Stock and 2,251,020 Pre-Funded Warrants to purchase 2,251,020 shares of our Common Stock together with 2,551,020
February 2025 Common Warrants to purchase 2,551,020 shares of Common Stock. Each share of Common Stock or Pre-Funded Warrant is being
sold together with a February 2025 Common Warrant to purchase one share of Common Stock. The shares of Common Stock or Pre-Funded
Warrants and accompanying February 2025 Common Warrants were issued separately and were immediately separable upon. Brian Atwood,
one of our directors, purchased an aggregate of 510,200 Pre-Funded Warrants and accompanying February 2025 Common Warrants to purchase
510,200 shares of Common Stock for a total purchase price of approximately $1 million at this offering.

 Policies and Procedures for Related Party Transactions

 We have adopted a code of conduct and ethics requiring
us to avoid, wherever possible, all conflicts of interests, except under guidelines or resolutions approved by the board of directors
(or the appropriate committee of the board of directors) or as disclosed in public filings with the SEC. Under the adopted code of
conduct and ethics, conflict of interest situations include any financial transaction, arrangement or relationship (including any indebtedness
or guarantee of indebtedness) involving us. A current copy of the code is posted on the corporate governance section of our website, which
is located at

 In addition, pursuant to the Audit Committee charter,
our Audit Committee is responsible for reviewing and approving related party transactions to the extent that we entered into such transactions.
An affirmative vote of a majority of the members of the Audit Committee present at a meeting at which a quorum is present will be required
in order to approve a related party transaction. Without a meeting, the unanimous written consent of all of the members of the Audit Committee
will be required to approve a related party transaction. We also require each of our directors and officers to complete a directors'
and officers' questionnaire that elicits information about related party transactions. These procedures are intended to determine
whether any such related party transaction impairs the independence of a director or presents a conflict of interest on the part of a
director, employee or officer.

 Our Audit Committee reviews on a quarterly basis
all payments that were made to the officers or directors, or to their affiliates.

 Item 14. Principal Accountant Fees and Services

 Independent Registered Public Accounting Firm Fees

 Our independent public accounting firm is Wolf & Company, P.C.
("Wolf"), Boston, MA, Auditor ID: 392.

 We incurred the following fees from Wolf for the
audit of the consolidated financial statements and for other services provided during the years ended December 31, 2024 and
2023.

 Fee Category

 2024

 2023

 Audit fees (1)

 $
 356,000

 $
 215,000

 Audit related fees

 155,500

 233,500

 Tax fees (2)

 —

 —

 All other fees (3)

 —

 —

 Total fees

 $
 511,500

 $
 448,500

 (1)
 "Audit fees" consist of fees for the audit of our
annual financial statements, review of the interim financial statements included in our quarterly reports on Form 10-Q, registration
statements on Form S-4, registration statements on Form S-3, registration statements on Form S-1, registration statements
on Form S-8 and other professional services provided in connection with financings and other regulatory filings.

 (2)
 "Tax fees" consist of fees for professional services,
including tax compliance, tax advice and tax planning.

 (3)
 "All other fees" consist of fees paid to access
Wolf publications and on-line subscriptions/content.

 PBAX incurred the following fees from
Citrin for the audit of the consolidated financial statements and for other services provided during the year ended December 31,
2023:

 Fee Category

 2023

 Audit fees (1)

 155,400

 Tax Fees (2)

 9,660

 All other Fees

 —

 Total

 158,175

 (1)
 Audit fees consist of fees for professional services rendered
for the audit of our year-end consolidated financial statements and services that are normally provided by our independent registered
public accounting firm in connection with regulatory filings, and other fees in connection with the Business Combination.

 (2)
 Tax fees consist of fees for tax consultation services for the
Business Combination and professional services relating to tax compliance, tax planning, and tax advice.

 Audit Committee Pre-approval Policy and Procedures

 The Audit Committee established a policy that
all audit and permissible non-audit services provided by the independent registered public accounting firm will be pre-approved by the
Audit Committee, and all such services were pre-approved in accordance with this policy during the fiscal year ended December 31,
2025. These services included audit services, audit-related services, tax services and other services. The Audit Committee considered
whether the provision of each non-audit service were compatible with maintaining the independence of the auditors. Pre-approval was detailed
as to the particular service or category of services and was generally subject to a specific budget. the Company's independent registered
public accounting firm and management were required to periodically report to the Audit Committee regarding the extent of services provided
by the independent registered public accounting firm in accordance with this pre-approval, and the fees for the services performed to
date.

 Item 15. Exhibits and Financial Statement Schedules

 (1) The financial statements filed as part of
this report are included in Part IV, Item 15 of the Original Form 10-K.

 (2) Financial statement schedules have been omitted
because they are either not required or not applicable or the information is included in the consolidated financial statements included
in Part IV, Item 15 of the Original Form 10-K or the notes thereto.

 (3) Exhibits:

 The following exhibits are filed as part of, or
incorporated by reference into, this Amendment No. 1.

 Exhibit No.

 Description

 2.1

 Business Combination Agreement, dated as of June 4, 2023, by and among
 Phoenix Biotech Acquisition Corp., PBCE Merger Sub, Inc. and CERo Therapeutics, Inc., as amended (incorporated by reference to Exhibit
 2.1 to the Current Report on Form 8-K filed by Phoenix Biotech Acquisition Corp. with the Securities and Exchange Commission on June
 5, 2023).

 2.2

 Amendment No. 1 to the Business Combination Agreement, dated as of
 February 5, 2024, by and among Phoenix Biotech Acquisition Corp., PBCE Merger Sub, Inc. and CERo Therapeutics, Inc. (incorporated
 by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by Phoenix Biotech Acquisition Corp. with the Securities and
 Exchange Commission on February 6, 2024).

 2.3

 Amendment No. 2 to the Business Combination Agreement, dated as of
 February 13, 2024, by and among Phoenix Biotech Acquisition Corp., PBCE Merger Sub, Inc. and CERo Therapeutics, Inc. (incorporated
 by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by Phoenix Biotech Acquisition Corp. with the Securities and
 Exchange Commission on February 13, 2024).

 3.1

 Second Amended and Restated Certificate of Incorporation of CERo Therapeutics
 Holdings, Inc. (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K/A filed by CERo Therapeutics Holdings,
 Inc. with the Securities and Exchange Commission on February 27, 2024).

 3.2

 Second Amended and Restated Bylaws of CERo Therapeutics Holdings, Inc. (incorporated by reference to Exhibit 3.2 to the Current Report on Form 8-K/A filed by CERo Therapeutics Holdings, Inc. with the Securities and Exchange Commission on February 27, 2024).

 3.3

 Certificate of Designation of Preferences, Rights and Limitations of the Series A Convertible Preferred Stock (incorporated by reference to Exhibit 3.3 to the Current Report on Form 8-K/A filed by CERo Therapeutics Holdings, Inc. with the Securities and Exchange Commission on February 27, 2024).

 3.4

 Certificate of Correction to Certificate of Designation of Preferences, Rights and Limitations of the Series A Convertible Preferred Stock (incorporated by reference to Exhibit 3.4 to the Current Report on Form 8-K/A filed by CERo Therapeutics Holdings, Inc. with the Securities and Exchange Commission on February 27, 2024).

 3.5

 Second Certificate of Correction to Certificate of Designation of Preferences, Rights and Limitations of the Series A Convertible Preferred Stock (incorporated by reference to Exhibit 3.5 to the Current Report on Form 8-K/A filed by CERo Therapeutics Holdings, Inc. with the Securities and Exchange Commission on February 27, 2024).

 3.6

 Certificate of Designation of Preferences, Rights and Limitations of the Series B Convertible Preferred
 Stock (incorporated by reference to Exhibit 3.6 to the Annual Report on Form 10-K filed by CERo Therapeutics Holdings, Inc. with
 the Securities and Exchange Commission on April 2, 2024).

 3.7

 Certificate of Designation of Preferences, Rights and Limitations of the Series C Convertible Preferred Stock (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed by CERo Therapeutics Holdings, Inc. with the Securities and Exchange Commission on October 2, 2024).

 4.1

 Warrant Agreement, by and between Phoenix Biotech Acquisition Corp. and Continental Stock Transfer & Trust Company, dated October 5, 2021 (incorporated by reference to Exhibit 4.4 to the Registration Statement on Form S-1 filed by Phoenix Biotech Acquisition Corp. with the Securities and Exchange Commission on September 13, 2021).

 4.2

 Form of Common Warrant (incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K/A filed by CERo Therapeutics Holdings, Inc. with the Securities and Exchange Commission on February 27, 2024).

 4.3

 Form of Preferred Warrant (incorporated by reference to Exhibit 4.3 to the Current Report on Form 8-K/A filed by CERo Therapeutics Holdings, Inc. with the Securities and Exchange Commission on February 27, 2024).

 4.4

 Form of Warrant (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed by CERo Therapeutics Holdings, Inc. with the Securities and Exchange Commission on September 25, 2024).

 4.5

 Description of Securities (incorporated by reference to Exhibit 4.5 to the Annual Report on Form 10-K filed by CERo Therapeutics Holdings, Inc. with the Securities and Exchange Commission on April 15, 2025).

 4.6

 Form of Common Warrant (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed by CERo Therapeutics Holdings, Inc. with the Securities and Exchange Commission on February 6, 2025).

 4.7

 Form of Pre-Funded Warrant (incorporated by reference to Exhibit 4.8 to the Registration Statement on Form S-1/A filed by CERo Therapeutics Holdings, Inc. with the Securities and Exchange Commission on January 21, 2025).

 10.1+

 CERo Therapeutics, Inc. 2016 Equity Incentive Plan, as amended (incorporated by reference to Exhibit 10.1 to the Registration Statement on Form S-4/A filed by Phoenix Biotech Acquisition Corp. with the Securities and Exchange Commission on June 7, 2023).

 10.2+

 CERo Therapeutics Holdings, Inc. 2024 Equity Incentive Plan (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K/A filed by CERo Therapeutics Holdings, Inc. with the Securities and Exchange Commission on February 27, 2024).

 10.3+

 First Amendment to the CERo Therapeutics Holdings, Inc. 2024 Equity Incentive Plan (incorporated by reference to Exhibit 99.4 to the Registration Statement on Form S-8 filed by CERo Therapeutics Holdings, Inc. with the Securities Exchange Commission on December 9, 2024).

 10.4+

 Second Amendment to the CERo Therapeutics Holdings, Inc. 2024 Equity Incentive Plan (incorporated by reference to Exhibit 99.5 to the Registration Statement on Form S-8 filed by CERo Therapeutics Holdings, Inc. with the Securities Exchange Commission on December 9, 2024).

 10.5+

 CERo Therapeutics Holdings, Inc. 2024 Employee Stock Purchase Plan (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K/A filed by CERo Therapeutics Holdings, Inc. with the Securities and Exchange Commission on February 27, 2024).

 10.6

 Form of Indemnification Agreement, by and between Phoenix Biotech Acquisition Corp. and each of its directors and executive officers (incorporated by reference to Exhibit 10.4 to the Registration Statement on Form S-4/A filed by Phoenix Biotech Acquisition Corp. with the Securities and Exchange Commission on December 18, 2023).

 10.7

 Investor Rights and Lock-Up Agreement, dated February 14, 2024, by and between Phoenix Biotech
 Acquisition Corp. and the parties named therein (incorporated by reference to Exhibit 10.5 to the Current Report on Form 8-K/A filed
 by CERo Therapeutics Holdings, Inc. with the Securities and Exchange Commission on February 27, 2024).

 10.8

 Amended and Restated Securities Purchase Agreement, dated as of February 14, 2024, by and between Phoenix Biotech Acquisition Corp., CERo Therapeutics, Inc. and the investors named therein (incorporated by reference to Exhibit 10.6 to the Current Report on Form 8-K/A filed by CERo Therapeutics Holdings, Inc. with the Securities and Exchange Commission on February 27, 2024).

 10.9

 Registration Rights Agreement, dated as of February 14, 2024, by and between Phoenix Biotech Acquisition Corp., CERo Therapeutics, Inc. and the investors named therein (incorporated by reference to Exhibit 10.7 to the Current Report on Form 8-K/A filed by CERo Therapeutics Holdings, Inc. with the Securities and Exchange Commission on February 27, 2024).

 10.10

 Common Stock Purchase Agreement, dated as of February 14, 2024, by and between CERo Therapeutics Holdings, Inc. and Keystone Capital Partners, LLC (incorporated by reference to Exhibit 10.8 to the Current Report on Form 8-K/A filed by CERo Therapeutics Holdings, Inc. with the Securities and Exchange Commission on February 27, 2024).

 10.11

 Registration Rights Agreement, dated as of February 14, 2024, by and between CERo Therapeutics Holdings, Inc. and the Lead Investor (incorporated by reference to Exhibit 10.9 to the Current Report on Form 8-K/A filed by CERo Therapeutics Holdings, Inc. with the Securities and Exchange Commission on February 27, 2024).

 10.12

 Form of Share Reallocation Agreement, dated as of February 14, 2024, by and among Phoenix Biotech
 Acquisition Corp., Phoenix Biotech Sponsor, LLC and the parties named therein (incorporated by reference to Exhibit 10.10 to the
 Current Report on Form 8-K/A filed by CERo Therapeutics Holdings, Inc. with the Securities and Exchange Commission on February 27,
 2024).

 10.13

 Letter Agreement, dated as of February 14, 2024, by and between Phoenix Biotech Sponsor, LLC and CERo Therapeutics Holdings, Inc. (incorporated by reference to Exhibit 10.11 to the Current Report on Form 8-K/A filed by CERo Therapeutics Holdings, Inc. with the Securities and Exchange Commission on February 27, 2024).

 10.14

 Side Letter, dated as of February 14, 2024, by and between Phoenix Biotech Acquisition Corp. and
 the Lead Investor (incorporated by reference to Exhibit 10.12 to the Current Report on Form 8-K/A filed by CERo Therapeutics Holdings,
 Inc. with the Securities and Exchange Commission on February 27, 2024).

 10.15

 Securities Purchase Agreement, dated as of March 29, 2024, by and between CERo Therapeutics Holdings,
 Inc. and the investors named therein (incorporated by reference to Exhibit 10.13 to the Annual Report on Form 10-K filed by CERo
 Therapeutics Holdings, Inc. with the Securities and Exchange Commission on April 2, 2024).

 10.16

 Registration Rights Agreement, dated as of March 29, 2024, by and between CERo Therapeutics Holdings, Inc. and the investors party thereto (incorporated by reference to Exhibit 10.14 to the Annual Report on Form 10-K filed by CERo Therapeutics Holdings, Inc. with the Securities and Exchange Commission on April 2, 2024).

 10.17+

 Consulting Agreement, dated September 30, 2024, by and between the Company and Kristen Pierce (incorporated
 by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by CERo Therapeutics Holdings, Inc. with the Securities and
 Exchange Commission on October 2, 2024).

 10.18+

 Consulting Agreement, dated September 30, 2024, by and between the Company and Andrew Kucharchuk
 (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K filed by CERo Therapeutics Holdings, Inc. with the Securities
 and Exchange Commission on October 2, 2024).

 10.19+

 Consulting Agreement, dated September 30, 2024, by and between the Company and Brian G. Atwood
 (incorporated by reference to Exhibit 10.4 to the Current Report on Form 8-K filed by CERo Therapeutics Holdings, Inc. with the Securities
 and Exchange Commission on October 2, 2024).

 10.20

 Consulting Agreement, dated September 30, 2024, by and between the Company and Chris Ehrlich (incorporated
 by reference to Exhibit 10.5 to the Current Report on Form 8-K filed by CERo Therapeutics Holdings, Inc. with the Securities and
 Exchange Commission on October 2, 2024).

 10.21+

 Employment Agreement, dated as of March 28, 2024, by and between CERo Therapeutics Holdings, Inc.
 and Charles Carter (incorporated by reference to Exhibit 10.16 to the Annual Report on Form 10-K filed by CERo Therapeutics Holdings,
 Inc. with the Securities and Exchange Commission on April 2, 2024).

 10.22+

 Offer Letter, dated as of March 28, 2024, by and between CERo Therapeutics Holdings, Inc. and Daniel
 Corey (incorporated by reference to Exhibit 10.17 to the Annual Report on Form 10-K filed by CERo Therapeutics Holdings, Inc. with
 the Securities and Exchange Commission on April 2, 2024).

 10.23

 Securities Purchase Agreement, dated as of September 25, 2024, by and between CERo Therapeutics
 Holdings, Inc. and the investors named therein (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed
 by CERo Therapeutics Holdings, Inc. with the Securities and Exchange Commission on September 25, 2024).

 10.24

 Registration Rights Agreement, dated as of September 26, 2024, by and between CERo Therapeutics
 Holdings, Inc. and the investors party thereto (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed
 by CERo Therapeutics Holdings, Inc. with the Securities and Exchange Commission on September 25, 2024).

 10.25

 Consent and Waiver Agreement, dated as of September 26, 2024, by and between CERo Therapeutics
 Holdings, Inc. and the investors party thereto (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K filed
 by CERo Therapeutics Holdings, Inc. with the Securities and Exchange Commission on September 25, 2024).

 10.26

 Common Stock Purchase Agreement, dated as of November 8, 2024, by and between CERo Therapeutics
 Holdings, Inc. and Keystone Capital Partners, LLC (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed
 by CERo Therapeutics Holdings, Inc. with the Securities and Exchange Commission on November 12, 2024).

 10.27

 Registration Rights Agreement, dated as of November 8, 2024, by and between CERo Therapeutics Holdings,
 Inc. and Keystone Capital Partners, LLC (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K/A filed by CERo
 Therapeutics Holdings, Inc. with the Securities and Exchange Commission on November 12, 2024).

 10.28

 Form of Securities Purchase Agreement (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by CERo Therapeutics Holdings, Inc. with the Securities and Exchange Commission on February 6, 2025).

 10.29

 Placement Agency Agreement, dated February 5, 2025, by and between CERo Therapeutics Holdings, Inc., and A.G.P./Alliance Global Partners (incorporated by reference to Exhibit 1.1 to the Current Report on Form 8-K filed by CERo Therapeutics Holdings, Inc. with the Securities and Exchange Commission on February 6, 2025).

 19.1

 CERo Therapeutics Holdings Inc. Insider Trading Policy (incorporated by reference to Exhibit 19.1
 to the Annual Report on Form 10-K filed by CERo Therapeutics Holdings, Inc. with the Securities and Exchange Commission on April
 2, 2024).

 21.1

 List of subsidiaries of CERo Therapeutics Holdings, Inc. (incorporated by reference to Exhibit
 21.1 to the Annual Report on Form 10-K filed by CERo Therapeutics Holdings, Inc. with the Securities and Exchange Commission on April
 2, 2024).

 23.1

 Consent of Wolf & Company, P.C., independent registered public accounting firm (incorporated by reference to Exhibit 23.1 to the Annual Report on Form 10-K filed by CERo Therapeutics Holdings, Inc. with the Securities and Exchange Commission on April 15, 2025).

 24.1

 Power of Attorney (incorporated by reference to Exhibit 24.1 to the Annual Report on Form 10-K filed by CERo Therapeutics Holdings, Inc. with the Securities and Exchange Commission on April 15, 2025).

 31.1

 Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (incorporated by reference to Exhibit 31.1 to the Annual Report on Form 10-K filed by CERo Therapeutics Holdings, Inc. with the Securities and Exchange Commission on April 15, 2025).

 31.2

 Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (incorporated by reference to Exhibit 31.2 to the Annual Report on Form 10-K filed by CERo Therapeutics Holdings, Inc. with the Securities and Exchange Commission on April 15, 2025).

 31.3*

 Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

 31.4*

 Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

 32.1

 Certification of Principal Executive Officer and Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2022 (incorporated by reference to Exhibit 32.1 to the Annual Report on Form 10-K filed by CERo Therapeutics Holdings, Inc. with the Securities and Exchange Commission on April 15, 2025).

 97.1

 CERo Therapeutics Holdings Inc. Compensation Recovery Policy (incorporated by reference to Exhibit 97.1 to the Annual Report on Form 10-K filed by CERo Therapeutics Holdings, Inc. with the Securities and Exchange Commission on April 2, 2024).

 101.INS

 101.SCH

 101.CAL

 101.DEF

 101.LAB

 101.PRE

 *

 Filed herewith.

 +

 Indicates management contract or compensatory plan.

 SIGNATURES

 Pursuant to the requirements of Section 13 or
15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Amendment No. 1 to its Annual Report on
Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized.

 CERO THERAPEUTICS HOLDINGS, INC.

 Date: April 28, 2025

 By:

 /s/ Chris Ehrlich

 Name:

 Chris Ehrlich

 Title:

 Chief Executive Officer

( Principal Executive Officer)

 Date: April 28, 2025

 By:

 /s/ Andrew Kucharchuk

 Name:

 Andrew Kucharchuk

 Title:

 Chief Executive Officer
 (Principal Financial Officer and Principal Accounting Officer)

 No No 0001870404 true FY

 2024-01-01
 2024-12-31

 cero: CommonStockParValue00001PerShareMember

 2024-01-01
 2024-12-31

 cero: WarrantsToPurchaseOneShareOfCommonStockMember

 2024-01-01
 2024-12-31

 2024-06-30

 2025-04-24