CERO THERAPEUTICS HOLDINGS INC

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Between June 5, 2024 and August 13, 2024, the Company issued approximately 25.4 million shares of our common stock to accredited investors in connection with the conversion of an aggregate of 2,777 shares of our Series A Preferred Stock, which were previously issued in a private placement exempt from registration under Section 4(a)(2) of the Securities Act, at a weighted average effective conversion price equal to $0.11 The issuance was exempt from registration under Section 3(a)(9) of the Securities Act.

Between June 5, 2024 and August 13, 2024, the Company issued approximately 1.2 million shares of our Common Stock to accredited investors in connection with the conversion of an aggregate of 140 shares of our Series B Preferred Stock, which were previously issued in a private placement exempt from registration under Section 4(a)(2) of the Securities Act, at a weighted average effective conversion price equal to $0.11 Each issuance of shares of Common Stock upon conversion was exempt from registration under Section 3(a)(9) of the Securities Act.

On June 10, 2024, the Company issued 254,351 shares of our common stock to an accredited investor in connection with an exercise of warrants to purchase 38 shares of Series A Preferred Stock, which were immediately converted to common shares, which were previously issued in a private placement exempt from registration under Section 4(a)(2) of the Securities Act, at an effective exercise price equal to $1,000 and a conversion price of $0.15. The issuance was exempt from registration under Section 3(a)(9) of the Securities Act.