PHOX BIOT26 : CERo Therapeutics Investor Presentation

INVESTOR PRESENTATION

April 2024

NASDAQ: CERO

Disclaimers and Other Important Information

This presentation (this "Presentation") is provided for informational purposes only and for no other purpose and has been prepared to assist interested parties in making their own evaluation with respect to a potential investment in CERo Therapeutics Holdings, Inc. ("CERo"). The information contained herein is preliminary in nature and is subject to change, and such changes may be material. CERo's business is subject to a number of risks that are not described in this presentation, including those set forth in the description of forward-looking statements below and in the Summary of Risk Factors at the end of this presentation. By reviewing or reading this Presentation, you will be deemed to have agreed to the obligations and restrictions set out below. Without the express prior written consent of CERo, this Presentation and any information contained within it may not be (i) reproduced (in whole or in part), (ii) copied at any time, (iii) used for any purpose other than your evaluation of CERo or (iv) provided to any other person, except your employees and advisors with a need to know who are advised of the confidentiality of the information. This Presentation supersedes and replaces all previous oral or written communications between the parties hereto relating to the subject matter hereof.

No representations or warranties, express or implied are given in, or in respect of, this Presentation. To the fullest extent permitted by law, in no circumstances will CERo or any of their respective subsidiaries, stockholders, affiliates, representatives, partners, directors, officers, employees, advisers or agents be responsible or liable for any direct, indirect or consequential loss or loss of profit arising from the use of this Presentation, its contents (including internal economic models), its omissions, reliance on the information contained within it, or opinions communicated in relation thereto or otherwise arising in connection therewith. Industry and market data used in this Presentation have been obtained from third-party industry publications and sources as well as from research reports prepared for other purposes. CERo has not independently verified the data obtained from these sources and cannot assure you of the data's accuracy or completeness. This data is subject to change. Recipients of this Presentation are not to construe its contents, or any prior or subsequent communication from or with CERo or their respective representatives as investment, legal or tax advice. In addition, this Presentation does not purpose to be all-inclusive or contain all of the information that may be required to make a full analysis of Cero. Recipients of this Presentation should each make their own evaluation of Cero and of the relevance and adequacy of the information and should make such other investigations as they deem necessary.

No Offer or Solicitation

This Presentation and any oral statements made in connection with this Presentation do not constitute an offer to sell, or a solicitation of an offer to buy, or a recommendation to purchase, any securities in any jurisdiction. This Presentation does not constitute either advice or a recommendation regarding any securities. Any offer to sell securities will be made only pursuant to a definitive subscription agreement and will be made in reliance on an exemption from registration under the Securities Act of 1933, as amended, for offers and sales of securities that do not involve a public offering. CERo reserves the right to withdraw or amend for any reason any offering and to reject any subscription agreement for any reason. The communication of this Presentation is restricted by law; it is not intended for distribution to, or use by any person in, any jurisdiction where such distribution or use would be contrary to local law or regulation.

Investors should consult with their counsel as to the applicable requirements for a purchaser to avail itself of any exemption under the Securities Act. The transfer of the securities may also be subject to conditions set forth in an agreement under which they are to be issued. Investors should be aware that they might be required to bear the final risk of their investment for an indefinite period of time. Cero is not making an offer of the securities in any jurisdiction where the offer is not permitted. This presentation shall not constitute a "solicitation" as defined in Section 14 of the Securities Exchange Act of 1934, as amended.

Forward-Looking Statements

Certain statements included in this Presentation are not historical facts but are forward-looking statements for purposes of the safe harbor provisions under the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements generally are accompanied by words such as "believe," "may," "will," "estimate," "continue," "anticipate," "intend," "expect," "should," "would," "plan," "predict," "potential," "seem," "seek," "future," "outlook," and similar expressions that predict or indicate future events or trends or that are not statements of historical matters. These forward-looking statements include, but are not limited to, statement regarding estimates and forecasts of financial and performance metrics; expected results; the potential effectiveness of CER-T cells, the anticipated growth and expansion of CERo's business and the viability of CERo's growth strategy; trends and developments in CERo's industry; patents and other intellectual property protections; CERo's addressable market; competitive position; potential market opportunities; expected synergies; the listing of CERo's securities on Nasdaq; the expected management and governance of CERo and other matters. These statements are based on various assumptions, whether or not identified in this Presentation, and on the current expectations of CERo and are not predictions of actual performance. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on by, any investor as, a guarantee, an assurance, a prediction or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and will differ from assumptions. Many actual events and circumstances are beyond the control of CERo.

These forward-looking statements are subject to a number of risks and uncertainties, and are listed at the conclusion of this presentation; please refer to this list risks and uncertainties. There may be additional risks that Cero does not presently know or that CERo currently believes are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. In addition, forward-looking statements reflect CERo's expectations, plans or forecasts of future events as of the date of this Presentation. CERo anticipates that subsequent events and developments will cause CERo's assessments to change. However, while CERo may elect to update these forward-looking statements at some point in the future, CERo specifically disclaims any obligation to do so. These forward-looking statements should not be relied upon as representing CERo assessments as of any date subsequent to the date of this Presentation. Accordingly, undue reliance should not be placed upon the forward-looking statements.

Financial Information; Non-GAAP Financial Terms

The financial information and data contained in this Presentation are unaudited. The financial information and data do not conform to Regulation S-X promulgated by the SEC. Such information and data may not be included in, may be adjusted in, or may be presented differently in the CERo's Annual Report on Form 10-K or other report or document to be filed or furnished by CERo with the SEC.

This presentation discusses product candidates that are under preclinical study and which have not yet been approved for marketing by the U.S. Food and Drug Administration. No representation is made as to the safety or effectiveness of these product candidates for the uses for which they are being studied.

Trademarks

This Presentation contains trademarks, service marks, trade names, and copyrights of CERo and third parties, which are the property of their respective owners. The use or display of third parties' trademarks, service marks, trade names or copyrights in this Presentation is not intended to, and does not imply, a relationship with CERo, or an endorsement or sponsorship by or of CERo. Solely for convenience, the trademarks, service marks, trade names and copyrights referred to in this Presentation may appear without the TM, SM, * or © symbols, but such references are not intended to indicate, in any way, that CERo will not assert, to the fullest extent under applicable law, their rights or the rights of the applicable licensor to these trademarks, service marks, trade names and copyrights

NASDAQ: CERO

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Tumor Clearance Reimagined

MISSION:

Deploy a highly novel cancer treatment - integrating eight anti-tumorfunctions - into clinical testing across leukemias, B cell lymphomas, and solid tumors.

NASDAQ: CERO

3

Investment Highlights

• Groundbreaking Biology - novel, multi-modal approach to fighting cancer by harnessing the power of the body's innate and adaptive immune systems
• Platform in a Product- demonstrated preclinical tumor- killing capabilities for hematologic and solid tumor cancers - Leukemia (AML), lung cancer (NSCLC), Ovarian Cancer, and B-cell Malignancies
• Entering the Clinic - plan to file IND in first half 2024 in AML
• Funding through EOY 2025
• Seasoned Management Team - deep industry and capital markets expertise

CERo Therapeutics

NASDAQ: CERO

Stock Price	$1.84
(as of 4/15/24)
Shares Outstanding	14.9M
Market Capitalization	$31M
(as of 3/25/24)
FY End	Dec 31

NASDAQ: CERO

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CERo Overview

Rethinking What's Possible in

the Treatment of Tumors

• Created new generation of engineered T-cells(CER-T Cells) for cancer therapy - amplifies the body's anti-tumor immune response
• Multifunctional CER-T cells have the potential to be deployed against a broad range of hematologic and solid tumors
• Platform provides a differentiated approach from other immune-based therapies; combines body's own natural clearance machinery with enhanced T-cell cytotoxic effects and APC-like capabilities

NASDAQ: CERO

5

CERs - A New Anticancer Strategy

• Chimeric engulfment receptors (CERs or CER-T cells) function at the interface of the innate and adaptive immune systems, making them uniquely suited for cancer immunotherapy. Binding of the CER induces phagocyte- like engulfment activity of the CER T. The intracellular domains of the CER have the capacity to induce the complementary effects of
• • Direct tumor killing mediated by CER T cells
  • Secondary endogenous immune responses through APC- like presentation of tumor-associated antigens
• CERo's technology has the potential to overcome major barriers to successful adoptive cell therapy by combining direct cell killing and phagocytic antigen presentation into single T cells to achieve tumor eradication

NASDAQ: CERO

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The CER Platform

A differentiated mechanism of action

• The CER T cell's phagocyte receptor component binds to the "eat me" signal on tumor cells
• Binding mediates phagocytic uptake
• The transmembrane domain links receptor to intracellular domains
• Intracellular domain promotes enhanced processing and presentation of tumor-specific antigens; potential to amplify body's endogenous adaptive T-cell response against the tumor
• The intracellular signaling domain(s) optimized activate T- cells, leading to cytotoxic killing of the targeted tumor

Tumor Cell

"Eat me"

signal

CER-TCell

NASDAQ: CERO

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Next Generation T Cell

Therapy Candidate

	C E R - T CELL
	( C h i m e r i c E n g u l f m e n t R e c e p t o r )
		CER
Perforin/
granzyme			Phagocytic receptor
release

MHC I

Peptide processing and presentation
ENGULFMENT	Tumor cell fragments
MHC II

THE POTENTIAL OF CER-T CELLS

Multi-modal tumor elimination:

lysis (cell breakdown) + phagocytosis (cell engulfment)

Platform in a Product

Phagocytic clearance is systematic and

progressive

Adapting known and proven T cell

manufacturing technology

NASDAQ: CERO

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HOME and BIND	EAT	PRESENT
Chimeric engulfment	Binding to the TIM-4	Tumor cell
receptor T cells	ligand mediates the	phagocytosis (eat me
(CER-T) binds TIM-4	capture and uptake of	signal) leads to
ligand, the "eat me"	tumor cell fragments,	efficient
signal	which are engulfed	immune response
on tumor cell
(eaten)

CER-T Cells

Immune

INNATE

Tumor Cell

Designed to

Responses

KILLING

PS

TUMOR CELL

Tumor Cell

Eliminate the

- ll

CER

PS

Entire Tumor

CER-T Cell

TUMOR

KILLING

CELL

ENGULFMENT

Tumor cell

MHC

fragments

II

Peptide

T CELL

Activated

processing

T cell clones

Helper

and presentation CLONAL

T cells

MHC I

EXPANSION

Cytotoxic

T cells

KILL

Intracellular signaling

domains activate T

cells, leading to cytotoxic killing of the tumor

	ADAPTIVE
	Immune
NASDAQ: CERO	Responses	9

Innate

INNATE

Immune Responses

Tumor Cell

TUMOR CELL

KILLING

PS

CER

TUMOR CELL

CER T Cell

KILLING

ENGULFMENT

Tumor cell

fragments

MHC II

Activated

Peptide processing

T CELL CLONAL

T cell clones

Helper

and presentation

EXPANSION

T cells

MHC I

Cytotoxic

T cells

ADAPTIVE

Immune Responses

Adaptive

CER-T CELL OPPORTUNITIES

		LOW	RESTORED
MORE POTENT	MORE DURABLE	OBSERVED TOXICITY	IMMUNE FUNCTION
Multi-modal approach to	Combining the body's natural	Favorable potential	APC-like activity is
tumor cell sensing, killing,	clearance machinery with	toxicity profile	designed to prime tumor-
and elimination	enhanced T-cell cytotoxic	characterized by	specific cytotoxic T-cells
	effects can amplify the body's	less cytokine release
	anti-tumor response

NASDAQ: CERO

Molecular Therapy, 2023 May 16. PMID: 37194236

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