CERO THERAPEUTICS HOLDINGS, INC. (CERO) - Dilution Analysis
Visualizing historical and potential share dilution over time
Dilution Analysis
Risk Assessment Details
Summary
CERO currently has 45.1M outstanding shares. with significant dilution risk as 740M authorized shares could dilute existing holders by 1640.7%. The company has significantly diluted shareholders by 2550.38% over the past 2 years, indicating aggressive capital raising. Recent corporate actions include 2 stock splits (positive for accessibility) and 2 reverse splits (concerning signal).
Share Structure Timeline
Historical Data Points
| Date | Event | Outstanding | Supply |
|---|---|---|---|
| May 15, 2026 |
10-Q filing | 45.1M shares outstanding |
45M | 740M |
| Apr 15, 2026 |
10-K filing | 36.8M shares outstanding |
37M | 740M |
| Dec 05, 2025 |
S-1 filing: This S-1 filing by CERo Therapeutics Holdings, Inc. details the offering of common stock through a new Keystone Purchase Agreement, along with updates on recent developments including reverse stock splits, warrant issuances, PIPE financings, and Nasdaq compliance issues. |
21M | 740M |
| Nov 19, 2025 |
10-Q filing | 21.1M shares outstanding |
21M | 11M |
| Oct 16, 2025 |
8-K filing: CERo Therapeutics Holdings, Inc. completed an initial closing of a securities purchase agreement, issuing 3,816 shares of Series E Preferred Stock for gross proceeds of approximately $2.25 million. ($2.25M proceeds) |
1.2M | 11M |
| Oct 14, 2025 |
8-K filing: CERo Therapeutics Holdings, Inc. entered into a Securities Purchase Agreement to issue up to 9,750 shares of Series E convertible preferred stock for an aggregate purchase price of up to $7 million in one or more closings. ($7.0M proceeds) |
1.2M | 11M |
| Aug 22, 2025 |
10-Q filing | 1.2M shares outstanding |
1.2M | 11M |
| Aug 11, 2025 |
S-3 filing: This S-3 filing relates to the resale from time to time by the selling stockholders of up to 9,615,385 shares of CERO Therapeutics Holdings, Inc.'s Common Stock issuable upon the conversion of the outstanding shares of Series D Preferred Stock. |
1.2M | 11M |
| Jul 18, 2025 |
8-K filing: CERo Therapeutics Holdings, Inc. completed an additional closing on July 18, 2025, for 497 shares of Series D Preferred Stock, generating gross proceeds of approximately $397,600. ($0.4M proceeds) |
410K | 960K |
| Jul 14, 2025 |
8-K filing: CERo Therapeutics Holdings, Inc. entered into a purchase agreement with an investor to issue and sell up to $17,490,897 of the Company's outstanding shares of Common Stock, minus any additional proceeds received from the sale of shares of Common Stock pursuant to the November Purchase Agreement after June 30, 2025, subject to certain conditions. ($7.5M proceeds) |
410K | 960K |
| Jun 30, 2025 |
8-K filing: CERo Therapeutics Holdings, Inc. completed an additional closing on June 25, 2025, selling 2,315 shares of Series D Preferred Stock for gross proceeds of approximately $1,852,000. ($1.85M proceeds) |
410K | 960K |
| Jun 13, 2025 |
Stock Split
8-K filing: Stock split 1-for-20 | Outstanding: 8,242,072 → 412,103 |
410K | 960K |
| Jun 06, 2025 |
8-K filing: CERo Therapeutics Holdings, Inc. completed an additional closing on June 5, 2025, issuing 938 shares of Series D Preferred Stock for gross proceeds of approximately $750,400 pursuant to a securities purchase agreement. ($0.75M proceeds) |
8.2M | 19M |
| May 27, 2025 |
POS AM filing: This POS AM filing relates to an equity line offering by CERo Therapeutics Holdings, Inc. for up to 2,100,000 shares of common stock through a purchase agreement with Keystone, intended for working capital and general corporate purposes. |
8.2M | 19M |
| May 15, 2025 |
10-Q filing | 7.7M shares outstanding |
7.7M | 21M |
| Apr 22, 2025 |
8-K filing: CERo Therapeutics Holdings, Inc. entered into a Securities Purchase Agreement and sold 6,250 shares of Series D Preferred Stock for $5 million in a private placement. ($5.0M proceeds) |
5.4M | 21M |
| Apr 15, 2025 |
10-K filing | 5.4M shares outstanding |
5.4M | 21M |
| Feb 06, 2025 |
8-K filing: CERo Therapeutics Holdings, Inc. announced the pricing of a public offering for 2,551,020 shares of common stock or common stock equivalents and common warrants to purchase up to 2,551,020 shares of common stock at a combined price of $1.96 per share and Warrant, expecting to receive gross proceeds of approximately $5 million. ($5.0M proceeds) |
2.7M | 21M |
| Feb 05, 2025 |
S-1/A filing: This is an S-1/A filing for an offering of common stock, common warrants, and pre-funded warrants by CERO Therapeutics Holdings, Inc. |
2.7M | 21M |
| Jan 21, 2025 |
S-1/A filing: CERo Therapeutics Holdings, Inc. is offering up to 4,000,000 shares of common stock, together with 4,000,000 common warrants to purchase up to 4,000,000 shares of common stock and an aggregate of 4,000,000 shares of common stock issuable upon exercise of the offered common warrants, and pre-funded warrants to purchase up to 4,000,000 shares of Common Stock. |
2.7M | 21M |
| Jan 10, 2025 |
8-K filing: A holder of warrants exercised warrants to purchase shares of Series A Preferred Stock, which were then converted into 16,385,275 shares of common stock, and the company issued warrants to purchase 16,385,275 shares of common stock. ($0.5M proceeds) |
1.5M | 9.4M |
| Jan 08, 2025 |
Stock Split
8-K filing: Stock split 1-for-100 | Outstanding: 150,312,572 → 1,503,125 |
1.5M | 94K |
| Dec 31, 2024 |
8-K filing: The company issued warrants, shares of common stock through an equity line, and shares of common stock via conversion of preferred stock. Additionally, preferred warrants were exercised for shares of Series A Preferred Stock. ($1.47M proceeds) |
150M | 940M |
| Nov 27, 2024 |
S-1 filing: CERo Therapeutics Holdings, Inc. is filing an S-1 to register the resale of common stock by a selling securityholder, specifically relating to the Keystone Purchase Agreement. |
150M | 940M |
| Nov 25, 2024 |
S-1/A filing: This S-1/A filing registers the resale of up to 638,563,750 shares of common stock by selling securityholders, including shares issuable upon conversion of preferred stock and exercise of warrants. |
150M | 730M |
| Nov 12, 2024 |
8-K filing: CERo Therapeutics Holdings, Inc. entered into a purchase agreement with an institutional investor on November 8, 2024, to issue and sell up to $20,589,384.23 of the Company's outstanding shares of Common Stock. ($4.41M proceeds) |
150M | 800M |
| Oct 22, 2024 |
S-1/A filing: This is an S-1/A filing for Cero Therapeutics Holdings, Inc., amending a previous registration statement for a proposed sale of securities. |
150M | 800M |
| Oct 21, 2024 |
S-1 filing: This prospectus relates to the resale of up to 713,563,749 shares of our Common Stock by the Selling Securityholders. |
150M | 800M |
| Oct 02, 2024 |
8-K filing: CERo Therapeutics Holdings, Inc. completed a private placement on September 26, 2024, issuing 2,853 shares of Series C convertible preferred stock and warrants to purchase 8,175,166 shares of common stock for $1.25 million. ($2.5M proceeds) |
51M | 89M |
| Sep 25, 2024 |
8-K filing: CERo Therapeutics Holdings, Inc. entered into a Securities Purchase Agreement with accredited investors to issue and sell Series C convertible preferred stock and warrants for aggregate cash proceeds of approximately $1.2 million. ($2.4M proceeds) |
51M | 89M |
| Aug 14, 2024 |
10-Q filing | 50.7M shares outstanding |
51M | 89M |
| Jun 27, 2024 |
S-1/A filing: This S-1/A filing relates to the resale of common stock and shares issuable upon exercise of warrants by selling securityholders, as well as the issuance of common stock upon exercise of public warrants. |
21M | 89M |
| Jun 05, 2024 |
S-1/A filing: This S-1/A filing relates to the resale of common stock and common stock issuable upon exercise of warrants by selling securityholders, as well as the issuance of common stock by the company upon the exercise of public warrants. |
15M | 89M |
| May 17, 2024 |
10-Q filing | 14.1M shares outstanding |
14M | 89M |
| May 06, 2024 |
S-1 filing: This is an S-1 filing for the resale of common stock and shares issuable upon exercise of warrants by selling securityholders, as well as the issuance of common stock upon exercise of public warrants. |
15M | 89M |
| Apr 26, 2024 |
S-1/A filing: This prospectus relates to the potential offer and sale from time to time by Keystone Capital Partners, LLC of up to 25,619,050 shares of common stock and by Arena Business Solutions Global SPC II, Ltd on behalf of and for the account of Segregated Portfolio #13 - SPC #13 of up to 1,000,000 shares of Common Stock. |
15M | 44M |
| Apr 10, 2024 |
S-1 filing: This prospectus relates to the potential offer and sale from time to time by Keystone Capital Partners, LLC and Arena Business Solutions Global SPC II, Ltd of up to 26,619,050 shares of common stock. |
15M | 44M |
| Apr 02, 2024 |
10-K filing | 14.7M shares outstanding |
15M | 18M |
| Feb 28, 2024 |
8-K filing: CERo Therapeutics Holdings, Inc. entered into a purchase agreement with Arena Business Solutions Global SPC II, Ltd for the purchase of up to $25 million of the Company's shares of common stock. |
6.2M | 18M |
| Feb 15, 2024 |
8-K filing: Entry into a common stock purchase agreement with Keystone Capital Partners, LLC, issuance of common stock to CERo stockholders, Sponsor share forfeiture, and other related agreements. |
6.2M | 18M |
| Feb 14, 2024 |
8-K filing: Phoenix Biotech Acquisition Corp. amended its business combination agreement with CERo Therapeutics to create two additional pools of earnout shares of common stock, one with 875,000 shares fully vested at closing and another with 1,000,000 shares fully vested upon achievement of certain regulatory milestones. |
6.2M | 18M |
| Feb 12, 2024 |
8-K filing: Holders of 671,285 shares of Class A common stock exercised redemption rights and will be paid an aggregate of $7,456,463.30, or $11.11 per redeemed share. ($7.46M proceeds) |
6.2M | 18M |
| Feb 06, 2024 |
8-K filing: Phoenix Biotech Acquisition Corp. entered into Amendment No. 1 to the Business Combination Agreement, modifying stock-price based milestones and increasing Class A common stock issuable to CERo stockholders. The company also entered into a Securities Purchase Agreement for a PIPE Financing, issuing Series A convertible preferred stock and warrants for aggregate cash proceeds of $2.0 million upon closing of the Business Combination. ($2.0M proceeds) |
6.2M | 18M |
| Jan 05, 2024 |
8-K filing: Phoenix Biotech Acquisition Corp. amended its charter to allow for extending the business combination deadline and holders of 11,625 Class A shares exercised redemption rights, resulting in 6,234,582 Class A Shares outstanding. ($0.13M proceeds) |
6.2M | 18M |
| Nov 09, 2023 |
10-Q filing | 6.3M shares outstanding |
6.3M | 18M |
| Aug 14, 2023 |
10-Q filing | 6.2M shares outstanding |
6.2M | 18M |
| Jul 03, 2023 |
8-K filing: Phoenix Biotech Sponsor LLC converted 4,596,250 shares of Class A common stock into an equal number of shares of Class B common stock on July 3, 2023. |
2.2M | 18M |
| May 12, 2023 |
10-Q filing | 2.2M shares outstanding |
2.2M | 18M |
| Mar 24, 2023 |
10-K filing | 2.2M shares outstanding |
2.2M | 18M |
| Nov 10, 2022 |
10-Q filing | 18.4M shares outstanding |
18M | 18M |
| Aug 11, 2022 |
10-Q filing | 18.4M shares outstanding |
18M | 18M |
| May 13, 2022 |
10-Q filing | 18.4M shares outstanding |
18M | 18M |
| Mar 24, 2022 |
10-K filing | 18.4M shares outstanding |
18M | 18M |
| Nov 19, 2021 |
10-Q filing | 18.4M shares outstanding |
18M | 18M |
| Sep 28, 2021 |
S-1/A filing: This is an S-1/A filing for Phoenix Biotech Acquisition Corp. registering units, shares of Class A common stock, and warrants. |
N/A | 18M |