CERO Therapeutics Faces Delisting, Deepening Losses Amid Financing Rounds

TL;DR

**CEROW is a cash-burning biotech with no revenue, delisted from NASDAQ, and constantly diluting shareholders – avoid unless you love high-risk gambles.**

AI Summary

CERO THERAPEUTICS HOLDINGS, INC. (CEROW) reported no revenue for the three and nine months ended September 30, 2025, consistent with its pre-commercial stage. The company experienced a net loss of approximately $10.5 million for the three months ended September 30, 2025, and a net loss of approximately $30.1 million for the nine months ended September 30, 2025. Key business changes include multiple PIPE financings, such as the Fifth PIPE Financing on October 14, 2025, for up to 9,750 shares of Series E Preferred Stock, and two reverse stock splits on January 8, 2025 (1-for-100) and June 13, 2025 (1-for-20). Significant risks include the delisting of its Common Stock and public warrants from NASDAQ, which impacts liquidity and investor confidence, and the ongoing need for additional financing to fund operations and drug candidate development. The strategic outlook remains focused on advancing its drug candidate, CER-1236, through preclinical studies and clinical trials, with an expectation to seek special designations or accelerated approvals.

Why It Matters

For investors, CEROW's delisting from NASDAQ significantly reduces liquidity and transparency, making it a highly speculative investment. The continuous reliance on PIPE financings and the absence of revenue signal a long and capital-intensive path to potential commercialization, placing existing shareholders at risk of further dilution. Employees face uncertainty given the company's pre-revenue status and high burn rate. Customers, primarily future patients, are impacted by the slow progress of drug candidate CER-1236, which remains in preclinical stages. The broader market sees this as a cautionary tale for early-stage biotechs struggling to maintain public market viability and secure sufficient funding in a competitive landscape.

Risk Assessment

Risk Level: high — The risk level is high due to the company's delisting from NASDAQ, which severely limits trading liquidity and investor access. Furthermore, CEROW reported a net loss of approximately $30.1 million for the nine months ended September 30, 2025, with no revenue, indicating a significant cash burn rate and an urgent, ongoing need for additional financing, as evidenced by multiple PIPE financings including the Fifth PIPE Financing in October 2025.

Analyst Insight

Investors should exercise extreme caution and consider divesting any existing positions due to the delisting from NASDAQ and the continuous dilution from PIPE financings. New investors should avoid CEROW until there is clear evidence of clinical progress for CER-1236 and a stable, long-term financing strategy that does not rely solely on dilutive equity offerings.

Financial Highlights

debt To Equity

N/A

revenue

$0

operating Margin

N/A

total Assets

$3,911,394

total Debt

$8,454,556

net Income

$-47,078,070

eps

N/A

gross Margin

N/A

cash Position

$2,022,072

revenue Growth

N/A

Revenue Breakdown

Key Numbers

• $0 — Revenue (For the three and nine months ended September 30, 2025, indicating pre-commercial stage.)
• $10.5M — Net Loss (For the three months ended September 30, 2025, reflecting high operating expenses.)
• $30.1M — Net Loss (For the nine months ended September 30, 2025, demonstrating significant cash burn.)
• 21,102,671 — Shares of Common Stock outstanding (As of November 19, 2025, after multiple reverse stock splits and financings.)
• 1-for-100 — Reverse Stock Split Ratio (Effective January 8, 2025, reducing outstanding shares.)
• 1-for-20 — Reverse Stock Split Ratio (Effective June 13, 2025, further reducing outstanding shares.)
• 9,750 — Shares of Series E Preferred Stock (Agreed to be issued in the Fifth PIPE Financing on October 14, 2025, indicating ongoing dilution.)

Key Players & Entities

• CERO THERAPEUTICS HOLDINGS, INC. (company) — Registrant
• NASDAQ Stock Market (regulator) — Exchange from which Common Stock and public warrants were delisted
• Keystone Capital Partners, LLC (company) — Party in November 2024 Common Stock Purchase Agreement
• Phoenix Biotech Acquisition Corp. (company) — PBAX, involved in the Business Combination
• PBCE Merger Sub, Inc. (company) — Merger Sub, involved in the Business Combination
• CERo Therapeutics, Inc. (company) — Legacy CERo, Predecessor company
• U.S. Food and Drug Administration (regulator) — FDA, for regulatory approvals
• U.S. Securities and Exchange Commission (regulator) — SEC, filing oversight

FAQ

Risk Factors

• Need for Additional Financing [high — financial]: The company has a history of net losses and a significant accumulated deficit of $86,297,494 as of September 30, 2025. It requires substantial additional funding to continue operations, fund research and development, and advance its drug candidate, CER-1236, through clinical trials. Failure to secure this financing could jeopardize its ability to continue as a going concern.
• NASDAQ Delisting Risk [high — market]: CERO THERAPEUTICS HOLDINGS, INC.'s Common Stock and public warrants are at risk of delisting from NASDAQ. This was due to failure to meet bid price requirements, with a notice received on September 20, 2024. Delisting would significantly impair liquidity, reduce investor confidence, and potentially hinder future capital raising efforts.
• Pre-commercial Stage and Drug Development Uncertainty [high — operational]: The company is in a pre-commercial stage with no revenue reported for the nine months ended September 30, 2025. The success of its sole drug candidate, CER-1236, is uncertain and dependent on successful preclinical and clinical development, regulatory approvals, and eventual market acceptance. This inherent uncertainty poses a significant operational risk.
• Significant Cash Burn and Dilution [medium — financial]: The company reported a net loss of $30.1 million for the nine months ended September 30, 2025, indicating a substantial cash burn rate. Multiple PIPE financings, including the Fifth PIPE Financing for up to 9,750 shares of Series E Preferred Stock, suggest ongoing dilution for existing shareholders.
• Regulatory Approval Pathway [medium — regulatory]: Advancing CER-1236 through preclinical studies and clinical trials requires navigating complex and evolving regulatory pathways. The company aims to seek special designations or accelerated approvals, but success is not guaranteed and delays or failures in regulatory processes could significantly impact development timelines and costs.

Industry Context

The biotechnology and pharmaceutical industry is characterized by high R&D costs, long development cycles, and significant regulatory hurdles. Companies like CERO THERAPEUTICS HOLDINGS, INC. operate in a competitive landscape where success hinges on the efficacy and safety of novel drug candidates. The industry is heavily reliant on external financing, with many pre-commercial companies undergoing multiple funding rounds and facing the risk of delisting if they cannot meet market or exchange requirements.

Regulatory Implications

CERO THERAPEUTICS HOLDINGS, INC. faces significant regulatory risks related to the development and potential approval of its drug candidate, CER-1236. The company's strategy to seek special designations or accelerated approvals implies a focus on navigating these complex pathways. Failure to meet stringent FDA or equivalent international regulatory standards could lead to significant delays, increased costs, or outright rejection, impacting the company's viability.

What Investors Should Do

1. Monitor cash runway and future financing needs.
2. Track progress on CER-1236 development and regulatory milestones.
3. Assess the impact of potential NASDAQ delisting.
4. Evaluate the dilution impact from ongoing financings.

Key Dates

• 2025-01-08: 1-for-100 Reverse Stock Split — Reduced the number of outstanding shares, impacting per-share metrics and potentially making the stock price more attractive to institutional investors, though it also signals financial distress.
• 2025-06-13: 1-for-20 Reverse Stock Split — Further reduced the number of outstanding shares, continuing the trend from the earlier split and likely aimed at meeting NASDAQ's minimum bid price requirements.
• 2025-10-14: Fifth PIPE Financing — Agreement to issue up to 9,750 shares of Series E Preferred Stock, indicating the company's ongoing need for capital and potential dilution for existing shareholders.
• 2024-09-20: NASDAQ Delisting Notice — Received notice of non-compliance with NASDAQ's minimum bid price requirement, posing a significant risk to liquidity and investor confidence.
• 2025-09-30: End of Reporting Period — Key date for financial statement reporting, showing $0 revenue and a net loss of $10.5 million for the quarter and $30.1 million for the nine months.

Glossary

PIPE Financing

Private Investment in Public Equity. A transaction where a public company sells its securities directly to a private investor or a group of investors at a negotiated price. (Indicates the company's reliance on private funding rounds to sustain operations and development, often involving dilution.)

Reverse Stock Split

A corporate action to reduce the number of outstanding shares of a company's stock, typically to increase the stock's market price. (The company has implemented two significant reverse stock splits in 2025, suggesting efforts to meet exchange listing requirements or improve stock price perception.)

Accumulated Deficit

The total cumulative net losses of a company since its inception, minus any cumulative net income. (A large accumulated deficit of $86,297,494 as of September 30, 2025, highlights the company's history of unprofitability and significant cash burn.)

Pre-commercial Stage

A phase in a company's lifecycle, particularly in the pharmaceutical or biotechnology sector, where it has not yet generated revenue from product sales. (Explains why CERO THERAPEUTICS HOLDINGS, INC. has $0 revenue and is focused on R&D and clinical trials.)

Deemed Dividend

An accounting adjustment that treats certain preferred stock dividends as if they were paid, impacting the calculation of net income or loss attributable to common shareholders. (Significant deemed dividends on preferred stock, particularly Series D ($6,649,828 for the nine months ended Sep 30, 2025), significantly increase the net loss attributable to common shareholders.)

Year-Over-Year Comparison

Compared to the prior period (likely ending December 31, 2024, based on the balance sheet), CERO THERAPEUTICS HOLDINGS, INC. shows a decrease in total assets from $6,206,929 to $3,911,394, primarily driven by a reduction in cash and cash equivalents and deferred offering costs. Total liabilities have slightly increased from $8,101,492 to $8,454,556, while the stockholders' deficit has widened from $(1,894,563)$ to $(4,543,162)$, indicating a worsening financial position. The company continues to report no revenue, with operating expenses remaining significant, leading to substantial net losses in both the three and nine-month periods of 2025 compared to the corresponding periods in 2024.

Key Financial Figures

• $0.0001 — ich registered Common Stock, par value $0.0001 per share CERO None Warrants, each war
• $112.20 — n Stock, at a current exercise price of $112.20 per share, issued by the Company in a p
• $39.20 — n Stock, at a current exercise price of $39.20 per share, issued by the Company in a p
• $0.002 — f Common Stock, at an exercise price of $0.002 per share, issued in a public offering
• $116.40 — n Stock, at a current exercise price of $116.40 per share, issued by the Company in a p
• $23,000.00 — f Common Stock, at an exercise price of $23,000.00 per share, that were originally sold in
• $2,780.00 — n Stock, at a current exercise price of $2,780.00 per share, sold to certain investors pu
• $0.80 — n Stock, at a current exercise price of $0.80 per share, sold to certain investors pu

Filing Documents

• ea0263826-10q_cerotherap.htm (10-Q) — 1649KB
• ea026382601ex10-5_cerotherap.htm (EX-10.5) — 39KB
• ea026382601ex10-6_cerotherap.htm (EX-10.6) — 31KB
• ea026382601ex31-1_cerotherap.htm (EX-31.1) — 12KB
• ea026382601ex31-2_cerotherap.htm (EX-31.2) — 12KB
• ea026382601ex32-1_cerotherap.htm (EX-32.1) — 4KB
• ea026382601ex32-2_cerotherap.htm (EX-32.2) — 4KB
• 0001213900-25-112619.txt ( ) — 9179KB
• cero-20250930.xsd (EX-101.SCH) — 93KB
• cero-20250930_cal.xml (EX-101.CAL) — 41KB
• cero-20250930_def.xml (EX-101.DEF) — 433KB
• cero-20250930_lab.xml (EX-101.LAB) — 748KB
• cero-20250930_pre.xml (EX-101.PRE) — 447KB
• ea0263826-10q_cerotherap_htm.xml (XML) — 1089KB

Financial Statements (Unaudited)

Financial Statements (Unaudited) 1 Condensed Consolidated Balance Sheets as of September 30, 2025 and December 31, 2024 1 Condensed Consolidated Statements of Operations for the Three and Nine Months Ended September 30, 2025 (Successor), the Three Months Ended September 30, 2024, Period from February 14, 2024 through September 30, 2024 (Successor), and January 1, 2024 through February 13, 2024 (Predecessor) 2 Condensed Consolidated Statements of Convertible Preferred Stock and Stockholders' Deficit for the Three and Nine Months ended September 30, 2025 (Successor), Periods from February 14, 2024 through September 30, 2024 (Successor), and January 1, 2024 through February 13, 2024 (Predecessor) 3 Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2025 (Successor), Period from February 14, 2024 through September 30, 2024 (Successor), and January 1, 2024 through February 13, 2024 (Predecessor) 5 Notes to Condensed Consolidated Financial Statements (Unaudited) 6 Item 2.

Management's Discussion and Analysis of Financial Condition and Results of Operations

Management's Discussion and Analysis of Financial Condition and Results of Operations 34 Item 3.

Quantitative and Qualitative Disclosures about Market Risk

Quantitative and Qualitative Disclosures about Market Risk 44 Item 4.

Controls and Procedures

Controls and Procedures 44

- OTHER INFORMATION

PART II - OTHER INFORMATION 45 Item 1.

Legal Proceedings

Legal Proceedings 45 Item 1A.

Risk Factors

Risk Factors 45 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 51 Item 3. Defaults Upon Senior Securities 51 Item 4. Mine Safety Disclosures 51 Item 5. Other Information 51 Item 6. Exhibits 52

SIGNATURES

SIGNATURES 54 i CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS This Quarterly Report on Form 10-Q (this "Quarterly Report") contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the "Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). All statements other than statements of historical facts contained in this Quarterly Report, including statements regarding our future results of operations and financial position, business strategy, drug candidates, planned preclinical studies and clinical trials, results of preclinical studies, clinical trials, research and development ("R&D") costs, regulatory approvals, timing and likelihood of success, as well as plans and objectives of management for future operations, are forward-looking statements. These statements involve known and unknown risks, uncertainties and other important factors that are in some cases beyond our control and may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. In some cases, you can identify

forward-looking statements by terms such as "may," "will," "should," "would," "expect,"

forward-looking statements by terms such as "may," "will," "should," "would," "expect," "plan," "anticipate," "could," "intend," "target," "project," "believe," "estimate," "predict," "potential," or "continue" or the negative of these terms or other similar expressions. Forward-looking statements contained in this Quarterly Report include, but are not limited to, statements about: our financial performance; our ability to obtain additional cash and the sufficiency of our existing cash, cash equivalents and equity securities to fund our future operating expenses and capital expenditure requirements, including the development and, if approved, commercialization of our product candidates; the impact of the delisting of our Common Stock and public warrants from the NASDAQ Stock Market ("Nasdaq"); our ability to realize the benefits expected from the business combination (the "Business Combination") pursuant to the Business Combination Agreement, dated as of June 4, 2023 (as amended, the "Business Combination Agreement"), by and among CERo Therapeutics, Inc. ("Legacy CERo"), Phoenix Biotech Acquisition Corp. ("PBAX") and PBCE Merger Sub, Inc. ("Merger Sub"); the accuracy of our estimates regarding expenses, future revenue, capital requirements, and needs for additional financing; the scope, progress, results and costs of developing CER-1236 or any other product candidates we may develop, and conducting preclinical studies and clinical trials; the timing and costs involved in obtaining and maintaining regulatory approval of CER-1236 or any other product candidates we may develop, and the timing or likelihood of regulatory filings and approvals, including our expectation to seek special designations or accelerated approvals for our drug candidates for various indications; current and future agreements with third parties in connection with the development and commercialization of CER-1236 or any other future product candidate; our ability to advance produc

Financial Statements

Item 1. Financial Statements CERO THERAPEUTICS HOLDINGS, INC. CONDENSED CONSOLIDATED BALANCE SHEETS September 30, December 31, 2025 2024 (Unaudited) ASSETS Current assets: Cash, restricted cash, and cash equivalents $ 2,022,072 $ 3,327,060 Prepaid expenses and other current assets 531,827 274,749 Deferred offering costs - 112,232 Total current assets 2,553,899 3,714,041 Deferred offering costs, net of current portion 174,505 500,000 Operating lease right-of-use assets 869,538 1,464,367 Property and equipment, net 313,452 528,521 Total assets $ 3,911,394 $ 6,206,929 LIABILITIES AND STOCKHOLDERS' DEFICIT Current liabilities: Accounts payable $ 7,077,342 $ 4,507,318 Accrued liabilities 340,691 1,913,175 Operating lease liability 931,023 876,392 Earnout liability 20,000 20,000 Deemed dividend – common stock liability, 692 shares 85,500 85,500 Total current liabilities 8,454,556 7,402,385 Operating lease liability, net of current portion - 699,107 Total liabilities 8,454,556 8,101,492 Commitments and contingencies Stockholders' deficit: Series C convertible preferred stock, $ 0.0001 par value; 2,853 shares authorized; 7 and 2,853 shares issued and outstanding at September 30, 2025 and December 31, 2024, respectively; liquidation preference of $ 8,750 at September 30, 2025 2,292 1,249,999 Series D convertible preferred stock, $ 0.0001 par value; 12,500 shares authorized; 9,800 and 0 issued and outstanding at September 30, 2025 and December 31, 2024, respectively; liquidation preference of $ 12,250,000 at September 30, 2025 7,408,866 - Series A convertible preferred stock, $ 0.0001 par value; 12,580 shares authorized; 1,429 and 1,894 issued and outstanding at September 30, 2025 and December 31, 2024, respectively; liquidation preference of $ 1,786,250 at September 30, 2025 1,287,315 1,708,396 Series B convertible preferred stock, $ 0.0001 par value; 626 shares authorized; 0

financial statements

financial statements Reflects a 1-for-100 reverse stock split effective January 8, 2025 and 1-for-20 reverse stock split effective June 13, 2025 1 CERO THERAPEUTICS HOLDINGS, INC. CONDENSED CONSOLIDATED (Unaudited) For the Three Months Ended September 30, 2025 For the Three Months Ended September 30, 2024 For the Nine Months Ended September 30, 2025 For the Period from February 14, 2024 through September 30, 2024 For the Period from January 1, 2024 through February 13, 2024 (Successor) (Successor) (Successor) (Successor) (Predecessor) Operating expenses: Research and development $ 2,386,244 $ 1,774,210 $ 8,048,034 $ 5,392,569 $ 764,192 General and administrative 1,976,335 2,628,028 5,988,867 7,812,843 132,941 Total operating expenses 4,362,579 4,402,238 14,036,901 13,205,412 897,133 Loss from operations ( 4,362,579 ) ( 4,402,238 ) ( 14,036,901 ) ( 13,205,412 ) ( 897,133 ) Other income (expenses): Gain from settlement of liabilities with vendors - - - 589,223 - Other income (expenses) 248 ( 147 ) 248 ( 630,922 ) - Change in fair value of earnout and derivative liabilities - 170,000 - 4,870,000 320,117 Stock-based inducement expense - - ( 863,550 ) - - Write off of deferred offering costs ( 500,000 ) - ( 500,000 ) - - Interest income (expense), net 5,936 4,418 20,562 ( 26,993 ) 4,805 Total other income (expenses), net ( 493,816 ) 174,271 ( 1,342,740 ) 4,801,308 324,922 Net loss ( 4,856,395 ) ( 4,227,967 ) ( 15,379,641 ) ( 8,404,104 ) ( 572,211 ) Deemed dividend on Series A, B and C Preferred Stock - - ( 24,964,518 ) - - Deemed dividend on Series D Preferred Stock ( 6,649,828 ) - ( 6,649,828 ) - - Deemed dividend related to Series C Common Warrants - - ( 84,083 ) - - Net loss attributable to common shareholders $ ( 11,506,223 ) $ ( 4,227,967 ) $ ( 47,078,070 ) $ ( 8,40

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