UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 30, 2025

CERo Therapeutics Holdings, Inc.

(Exact name of registrant as specified in its charter)

Registrant’s telephone number, including area code: (650) 407-2376

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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. ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Employment Agreement of Current CEO

On May 30, 2025, CERo Therapeutics Holdings, Inc. (the “Company”), entered into a new employment agreement with Chris Ehrlich (the “Ehrlich Employment Agreement”), under which the Company agreed to employ Mr. Ehrlich as the Company’s Chief Executive Officer as of and from June 4, 2025. The agreement replaces and supersedes that certain Consulting Agreement, dated October 1, 2024, between the Company and Mr. Ehrlich, which was terminated in connection with the entry into the Ehrlich Employment Agreement. The Company determined to enter into the Ehrlich Employment Agreement commensurate with the expansion of the services provided by Mr. Ehrlich to the Company to a full-time basis. Pursuant to the Ehrlich Employment Agreement, Mr. Ehrlich is entitled to a base salary at a rate of $480,000 per annum effective June 4, 2025, prorated for any partial years of employment (the “Ehrlich Base Salary”).

Pursuant to the Ehrlich Employment Agreement, Mr. Ehrlich is also eligible to earn a one time performance bonus, which will be 50% of the Ehrlich Base Salary, less applicable withholdings. Mr. Ehrlich’s performance bonus will be based on the achievement of performance objectives set forth in the Ehrich Employment Agreement, the satisfaction of which shall be determined by the Company’s Board of Directors (the “Board”), subject to Mr. Ehrlich’s continued employment with the Company through the date that such bonus is paid, except that in the event of a Change of Control (as defined in the Ehrlich Employment Agreement) Mr. Ehrlich will be entitled to receive payment of his full performance bonus. The Ehrlich Employment Agreement also provides that Mr. Ehrlich is eligible to participate in the benefit plans of the Company, if any, in accordance with the terms of such plans in effect from time to time, including equity awards pursuant to the Company’s 2024 Stock Option and Grant Plan, as amended from time to time (the “Plan”). In addition, Mr. Ehrlich will be entitled to receive a monthly contribution of up to $1,850 from the Company toward his healthcare premiums. In connection with entry into the Ehrlich Employment Agreement, Mr. Ehrlich has received certain equity awards under the Plan, the amount of such awards, vesting schedule and performance criterial are as set forth in the Ehrlich Employment Agreement.

The Ehrlich Employment Agreement is for no specific period of time and either Mr. Ehrlich or the Company may terminate the employment at any time and for any reason or no reason, with or without cause, and with or without notice.

Employment Agreement of Current CFO

On May 30, 2025, the Company entered into a new employment agreement with Andrew Albert Kucharchuk (the “Kucharchuk Employment Agreement”), under which the Company agreed to employ Mr. Kucharchuk as the Company’s Chief Financial Officer as of and from June 4, 2025. The agreement replaces and supersedes that certain Consulting Agreement, dated October 1, 2024, between the Company and Mr. Kucharchuk, which was terminated in connection with the entry into the Kucharchuk Employment Agreement. The Company determined to enter into the Kucharchuk Employment Agreement commensurate with the expansion of the services provided by Mr. Kucharchuk to the Company to a full-time basis. Pursuant to the Kucharchuk Employment Agreement, Mr. Kucharchuk is entitled to a base salary at a rate of $300,000 per annum effective June 4, 2025, prorated for any partial years of employment (the “Kucharchuk Base Salary”).

Pursuant to the Kucharchuk Employment Agreement, Mr. Kucharchuk is also eligible to earn a one time performance bonus, which will be 30% of the Kucharchuk Base Salary, less applicable withholdings. Mr. Kucharchuk’s performance bonus will be based on the achievement of performance objectives determined by the Board, subject to Mr. Kucharchuk’s continued employment with the Company through the date that such bonus is paid. The Kucharchuk Employment Agreement also provides that Mr. Kucharchuk is eligible to participate in the benefit plans of the Company, if any, in accordance with the terms of such plans in effect from time to time, including equity awards pursuant to the Plan. In addition, Mr. Kucharchuk will be entitled to receive a monthly contribution of up to $1,750 from the Company toward his healthcare premiums. In connection with entry into the Kucharchuk Employment Agreement, Mr. Kucharchuk has received certain equity awards under the Plan, the amount of such awards, vesting schedule and performance criteria are as set forth in the Kucharchuk Employment Agreement.

The Kucharchuk Employment Agreement is for no specific period of time and either Mr. Kucharchuk or the Company may terminate the employment at any time and for any reason or no reason, with or without cause, and with or without notice.

The foregoing summaries of each of the Ehrlich Employment Agreement and the Kucharchuk Employment Agreement contained in this Item 5.02 do not purport to be complete and are subject to, and qualified in their entirety by, the full text of the Ehrlich Employment Agreement and the Kucharchuk Employment Agreement, copies of which are attached hereto as Exhibits 10.1 and 10.2, respectively, and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.