CERo Therapeutics Holdings Inc美股招股说明书(2026-04-15版)

Prospectus Supplement No. 8(To Prospectus dated December 5, 2025, as supplemented by Prospectus Supplement No. 1 dated December 19, 2025Prospectus Supplement No. 2 dated January 8, 2026Prospectus Supplement No. 3 dated February 3, 2026Prospectus Supplement No. 4 dated February 4, 2026Prospectus Supplement No. 5 dated February 20, 2026Prospectus Supplement No. 6 dated March 11, 2026Prospectus Supplement No. 7 dated April 14, 2026) This prospectus supplement no. 8 (this “Prospectus Supplement”) amends and supplements the prospectus dated December 5, 2025 (asmay be supplemented or amended from time to time, the “Prospectus”), which forms part of our Registration Statement on Form S-1(Registration Statement No. 333-291984). This Prospectus Supplement is being filed to update and supplement the informationincluded or incorporated by reference in the Prospectus with the information contained in the attached Annual Report on Form 10-K,filed with the Securities and Exchange Commission (the “Securities and Exchange Commission”) on April 15, 2026 (the “Form 10-K”). Accordingly, we have attached the Form 10-K to this Prospectus Supplement. This Prospectus Supplement updates and supplements the information in the Prospectus and is not complete without, and may not bedelivered or utilized except in combination with, the Prospectus, including any amendments or supplements thereto. This ProspectusSupplement should be read in conjunction with the Prospectus, and if there is any inconsistency between the information in theProspectus and this Prospectus Supplement, you should rely on this Prospectus Supplement. Our common stock is traded on OTCQB under the symbol “CERO” and our public warrants is traded on OTCID under the symbol“CEROW,” respectively. On April 14, 2026, the last quoted bid price of our common stock as reported on OTCQB was $0.0320 pershare and the last quoted bid price of our public warrants as reported on OTCID was $0.0035 per warrant. We are an “emerging growth company” under applicable federal securities laws and will be subject to reduced public companyreporting requirements. Investing in our securities involves a high degree of risk. Before buying any securities, you should carefully read the discussionof the risks of investing in our securities in “Risk Factors” beginning on page 8 of the Prospectus. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of thesecurities to be issued under the Prospectus or determined if the Prospectus is truthful or complete. Any representation to thecontrary is a criminal offense. The date of this Prospectus Supplement is April 15, 2026. UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549 FORM 10-K Securities registered pursuant to Section 12(b) of the Act: 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 SecuritiesExchange 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 submittedpursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that theregistrant 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 smallerreporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smallerreporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying 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 effectivenessof its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registeredpublic 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 theregistrant included in the filing reflect the correction of an error to previously issued financial statements.☐ In