UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
CERo Therapeutics Holdings, Inc.
(Name of Issuer)
Common stock, par value $0.0001 per share
(Title of Class of Securities)
71902K105
(CUSIP Number)
August 2, 2024
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
¨ Rule 13d-1(b)
¨ Rule 13d-1(c)
x Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP No. 71902K105
| 1 | NAMES OF REPORTING PERSONS
YK Bioventures Opportunities Fund I, L.P. (F/K/A YK Bioventures, LLC) | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) (b) | ||
| 3 | SEC USE ONLY
| ||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | ||
NUMBER OF | 5 | SOLE VOTING POWER
0 | |
| 6 | SHARED VOTING POWER
22,620,783 | ||
| 7 | SOLE DISPOSITIVE POWER
0 | ||
| 8 | SHARED DISPOSITIVE POWER
22,620,783 | ||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
22,620,783 | ||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
| ||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
15.0% | ||
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN | ||
CUSIP No. 71902K105
| 1 | NAMES OF REPORTING PERSONS
YK Bioventures Opportunities GP I, LLC (F/K/A YK Bioventures, LLC) | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) (b) | ||
| 3 | SEC USE ONLY
| ||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | ||
NUMBER OF | 5 | SOLE VOTING POWER
0 | |
| 6 | SHARED VOTING POWER
22,620,783 | ||
| 7 | SOLE DISPOSITIVE POWER
0 | ||
| 8 | SHARED DISPOSITIVE POWER
22,620,783 | ||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
22,620,783 | ||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
| ||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
15.0% | ||
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO | ||
CUSIP No. 71902K105
| 1 | NAMES OF REPORTING PERSONS
Gary Yeung | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) (b) | ||
| 3 | SEC USE ONLY
| ||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America | ||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | 5 | SOLE VOTING POWER
0 | |
| 6 | SHARED VOTING POWER
22,620,783 | ||
| 7 | SOLE DISPOSITIVE POWER
0 | ||
| 8 | SHARED DISPOSITIVE POWER
22,620,783 | ||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
22,620,783 | ||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
| ||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
15.0% | ||
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN | ||
CUSIP No. 71902K105
| 1 | NAMES OF REPORTING PERSONS
Mitchell Kossar | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) (b) | ||
| 3 | SEC USE ONLY
| ||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America | ||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | 5 | SOLE VOTING POWER
0 | |
| 6 | SHARED VOTING POWER
22,620,783 | ||
| 7 | SOLE DISPOSITIVE POWER
0 | ||
| 8 | SHARED DISPOSITIVE POWER
22,620,783 | ||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
22,620,783 | ||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
| ||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
15.0% | ||
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN | ||
| Item 1(a). | Name of Issuer: |
CERo Therapeutics Holdings, Inc. (the “Issuer”)
| Item 1(b). | Address of Issuer’s Principal Executive Offices: |
201 Haskins Way, Suite 230, South San Francisco, CA 94080
| Item 2(a). | Names of Persons Filing: |
The names of the persons filing this report (collectively, the “Reporting Persons”) are:
| 1. | YK Bioventures Opportunities Fund I, L.P. (f/k/a YK Bioventures, LLC) (the “Fund”) | |
| 2. | YK Bioventures Opportunities GP I, LLC (the “General Partner”) | |
| 3. | Gary Yeung | |
| 4. | Mitchell Kossar |
| Item 2(b). | Address of Principal Business Office or, if None, Residence: |
The address of the principal business office of each of the Reporting Persons is:
c/o YK Bioventures Capital Partners, LLC, 398 Primrose Road, Suite 328, Burlingame, CA 94010.
| Item 2(c). | Citizenship: |
The Fund is a Delaware limited partners and the General Partner is a Delaware limited liability company. Messrs. Yeung and Kossar are United States citizens.
| Item 2(d). | Title of Class of Securities: |
Common stock, par value $0.0001 per share (“Common Stock”)
| Item 2(e). | CUSIP Number: |
| 71902K105 |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
Not applicable.
| Item 4. | Ownership. |
The information required by this item with respect to each Reporting Person is set forth in Rows 5 through 9 and 11 of the cover page to this Schedule 13G. The beneficial ownership percentages reported are based on 150,312,572 outstanding shares of Common Stock on October 30, 2024, as reported to the Reporting Persons by the Issuer.
As of the date hereof, the Fund directly holds 22,620,783 shares of Common Stock of the Issuer. The General Partner is the general partner of the Fund. Messrs. Yeung and Kossar are the managing partners of the General Partner. As the general partner of the Fund, the General Partner may be deemed to beneficially own, for purposes of Section 13(d) of the Securities Exchange Act of 1934 (the “Act”), any securities of the Issuer held by the Fund. As managing partners of the General Partner, Messrs. Yeung and Kossar may be deemed beneficial owners, for purposes of Section 13(d) of the Act, of any securities of the Issuer held by the Fund.
| Item 5. | Ownership of Five Percent or Less of a Class. |
If this statement is being filed to report the fact that as of the date hereof the Reporting Persons have ceased to be the beneficial owner of more than five percent of the class of securities, check the following ¨.
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person. |
Not applicable.
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. |
Not applicable.
| Item 8. | Identification and Classification of Members of the Group. |
Not applicable.
| Item 9. | Notice of Dissolution of Group. |
Not applicable.
| Item 10. | Certification. |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.
Exhibit List
Exhibit 1: Joint Filing Agreement
SIGNATURE
After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
| Date: November 14, 2024 | |||
| YK BIOVENTURES OPPORTUNITIES FUND I, L.P. | |||
| By YK Bioventures Opportunities GP I, LLC, its General Partner | |||
| By: | /s/ Gary Yeung | ||
| Name: | Gary Yeung | ||
| Title: | Managing Partner | ||
| YK BIOVENTURES OPPORTUNITY GP, LLC | |||
| By: | /s/ Gary Yeung | ||
| Name: | Gary Yeung | ||
| Title: | Managing Partner | ||
| /s/ Gary Yeung | |||
| GARY YEUNG | |||
| /s/ Mitchell Kossar | |||
| MITCHELL KOSSAR | |||
