Welcome to our dedicated page for CERo Therapeutics SEC filings (Ticker: CERO), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
CERo Therapeutics Holdings, Inc. filings document an emerging-growth biotechnology issuer with common stock and warrants and an operating focus on engineered T cell therapeutics. The company’s 8-K reports cover material definitive agreements, convertible promissory note financings, conversion mechanics, resale registration obligations, and exemptions used for private securities issuances.
Regulatory disclosures also include Regulation FD and other event reports tied to CER-1236 clinical presentations, notices concerning exchange listing status, and Form 12b-25 reporting on annual-report timing. These filings record CERO’s capital structure, public-company reporting status, governance and disclosure controls, and clinical-development communications.
CERO Therapeutics Holdings, Inc. is registering 729,596,950 shares of Common Stock via a Prospectus Supplement. The supplement attaches a Form 8-K that discloses the company issued a convertible promissory note on May 28, 2026.
The Note was purchased for $750,000 (principal face value $937,500), bears interest at 10% per annum, matures on May 28, 2027, and is convertible into Common Stock at a conversion price equal to the lesser of $0.05 or 80% of the average of the five lowest intraday trading prices during the twenty days before conversion, subject to a 4.99% beneficial ownership limitation. The Note requires the company to file a registration statement covering resale of shares issuable on conversion. The prospectus supplement also states recent bid prices: Common Stock $0.0191 and public warrants $0.0022.
CERo Therapeutics Holdings, Inc. entered into a financing agreement by issuing a convertible promissory note to SRX Health Solutions, Inc. for a purchase price of $750,000, with a principal face value of $937,500.
The Note bears interest at 10% per year and matures on May 28, 2027. The lender can convert principal and accrued interest into common stock at the lower of $0.05 per share or 80% of the average of the five lowest intraday trading prices during the 20 days before a conversion request, subject to a 4.99% beneficial ownership cap. CERo must file a Form S-1 or S-3 to register the resale of the conversion shares, and the transaction relies on private offering exemptions under Sections 4(a)(2) and 3(a)(9) of the Securities Act and Rule 506(b).
CERo Therapeutics Holdings, Inc. files a Prospectus Supplement registering 729,596,950 shares of Common Stock. The supplement incorporates the Company’s Form 10-Q for the quarter ended March 31, 2026 into the S-1 prospectus and updates disclosure, including liquidity and balance sheet items from the attached 10-Q.
The 10-Q shows cash, restricted cash, and cash equivalents of $857,489, a working capital deficit of approximately $9.8 million, a net loss of $5,885,914 for the three months ended March 31, 2026, and derivative liabilities measured at $2,396,722 as of March 31, 2026. The supplement should be read together with the Prospectus and replaces inconsistent prior Prospectus language.
CERo Therapeutics Holdings, Inc. reports Q1 2026 results showing continued operating losses and tight liquidity. The company posted a net loss of about $5.9 million for the quarter on operating expenses of roughly $4.8 million, primarily for research and development and general and administrative costs.
Cash, restricted cash and cash equivalents were only $857,489 as of March 31, 2026, while net cash used in operating activities was about $2.8 million. Total assets of roughly $2.2 million compare with total liabilities of about $11.5 million, resulting in stockholders’ deficit of approximately $9.3 million and a working capital deficit of about $9.8 million.
Management explicitly states that these conditions, together with an accumulated deficit of about $96.7 million and lack of revenue, raise substantial doubt about CERo’s ability to continue as a going concern within one year. To help fund operations, CERo raised about $2.0 million net during the quarter through equity line drawdowns and new 10% convertible notes, which also created significant derivative liabilities. The company remains an early-stage immunotherapy developer, with its lead T cell therapy CER-1236 in Phase 1/1b trials for acute myelogenous leukemia and prior FDA clearance of an IND for additional indications. CERo’s shares now trade on the OTCQB following a 2025 Nasdaq delisting.
CERO Therapeutics Holdings, Inc. filed Prospectus Supplement No. 10 to its Form S-1 registering 729,596,950 shares of Common Stock and attached a Form 8-K describing a convertible note financing.
The company issued a convertible promissory note with a purchase price of $400,000 (principal face value $500,000), permitting borrowings up to $1,000,000. The Note bears 10% interest, matures on April 27, 2027, and is convertible at the lesser of $0.05 per share or 80% of the average of the five lowest intraday prices during the 20 days prior to conversion, subject to a 4.99% beneficial ownership limitation. The company agreed to file a registration statement covering resale of shares issuable on conversion.
CERo Therapeutics Holdings, Inc. entered into a financing deal by issuing a 10% convertible promissory note with a principal face value of $500,000 to Keystone Capital Partners, LLC for a purchase price of $400,000.
The Note allows the company to borrow up to an aggregate $1,000,000 and matures on April 27, 2027. Keystone can convert principal and accrued interest into common stock at the lesser of $0.05 per share or 80% of the average of the five lowest intraday trading prices over the prior 20 days, subject to a 4.99% beneficial ownership limitation.
The securities were issued in a private transaction relying on exemptions from registration under Sections 4(a)(2) and 3(a)(9) of the Securities Act, with a requirement that the company file a registration statement to cover resales of the conversion shares.
CERo Therapeutics Holdings, Inc. registered 729,596,950 shares of Common Stock via Prospectus Supplement No. 9 to its Form S-1. This Prospectus Supplement amends and supplements the December 5, 2025 prospectus by attaching Amendment No. 1 to the Company’s Form 10-K (filed April 30, 2026).
The supplement states the Company’s common stock trades on OTCQB under the symbol CERO with a last quoted bid of $0.0327 per share and its public warrants trade under CEROW with a last quoted bid of $0.0025. The supplement should be read together with the Prospectus and the attached Form 10-K/A.
CERo Therapeutics Holdings, Inc. filed an amendment to its annual report to add detailed Part III information on directors, executive officers, compensation, ownership and auditor fees. The filing explains that no financial statements are updated and should be read together with the original report.
The company has a seven-member, classified board with a majority of independent directors and standard audit, compensation, and nominating/governance committees. In 2025, CEO Chris Ehrlich received total compensation of about $1.1 million, while the CFO and Chief Development Officer received lower but meaningful packages combining salary, bonuses and stock options.
CERo relies heavily on equity incentives: as of December 31, 2025, there were 74,151 stock options outstanding and over 32 million shares available for future issuance under its 2024 equity and purchase plans. As of April 28, 2026, directors and executives together beneficially owned about 26.55% of outstanding common stock, indicating significant insider alignment.
CERO Therapeutics Holdings director Francois Eric received a stock option grant as equity compensation. The award covers options to buy 1,823,278 shares of Common Stock at an exercise price of $0.055 per share, held directly.
The options vest in full on the earlier of August 13, 2026 or the achievement of a specified clinical milestone in 2026, provided Eric remains in continuous service through the vesting date. The options expire on March 3, 2036, and following this grant he holds options for 1,823,278 underlying shares.
CERO THERAPEUTICS HOLDINGS, INC. director Francois Eric has filed a Form 3, which is an initial statement of beneficial ownership of the company’s securities. The filing establishes his status as a reporting person and does not list any purchase, sale, or other transaction activity.