CERO Therapeutics (CERO) Nasdaq delisting upheld by review council

Rhea-AI Filing Summary

CERO Therapeutics Holdings, Inc. reported that the Nasdaq Listing and Hearing Review Council has affirmed a prior decision to delist the company’s securities from the Nasdaq Stock Market. The Council’s decision, dated January 29, 2026, upholds a panel ruling following an earlier trading suspension effective October 31, 2025.

This means the company’s common stock and related warrants will no longer trade on Nasdaq, which can affect trading liquidity and market visibility for shareholders. The filing does not describe any alternative listing venue in this excerpt.

Positive

• None.

Negative

• Nasdaq delisting affirmed: The Nasdaq Listing and Hearing Review Council upheld a decision to delist CERO Therapeutics’ securities and maintain the trading suspension, which can significantly reduce liquidity, narrow the potential investor base, and complicate future equity financing efforts.

Insights

Equity markets and listing standards analyst

Nasdaq delisting is confirmed, reducing market visibility and liquidity.

CERO Therapeutics Holdings, Inc. discloses that the Nasdaq Listing and Hearing Review Council has affirmed a prior panel decision to delist the company’s securities, after reviewing the written record. Trading was already suspended effective at the open on October 31, 2025.

Losing a Nasdaq listing typically narrows the investor base, as many institutions and some retail platforms focus on exchange-listed securities. It can also make future capital-raising more challenging, since exchange status is often a factor in investor participation and pricing.

The filing does not indicate a new trading venue in this excerpt, so the practical impact on shareholders will depend on whether and how the securities trade over-the-counter and any future steps the company may disclose in subsequent filings.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or Section 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 29, 2026

CERO THERAPEUTICS HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

Delaware		001-40877		81-4182129
(State or other jurisdiction of incorporation or organization)		(Commission File Number)		(I.R.S. Employer Identification Number)

201 Haskins Way, Suite 230, South San Francisco, CA		94080
(Address of principal executive offices)		(Zip Code)

(650) 407-2376

Registrant’s telephone number, including area code

Not applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.0001 per share		CERO		None
Warrants, each warrant exercisable for one two-thousandths of a share of Common Stock		CEROW		None

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

As previously disclosed, on October 29, 2025, CERo Therapeutics Holdings, Inc., a Delaware corporation (the “Company”), received the determination from the Nasdaq Hearing Panel (the “Panel”) to delist the securities of the Company from the Nasdaq Stock Market, LLC (“Nasdaq”) and suspend trading of the Company’s securities, effective at the opening of trading on October 31, 2025. Following such determination, the Company appealed the Panel’s decision to the Nasdaq Listing and Hearing Review Council (the “Council”). On January 29, 2026, after considering the written record in this matter, the Council issued its decision affirming the Panel’s decision to delist the Company’s securities from Nasdaq.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: February 3, 2026	CERO THERAPEUTICS HOLDINGS, INC.
	By:	/s/ Chris Ehrlich
	Name:	Chris Ehrlich
	Title:	Chief Executive Officer

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FAQ

What did CERO (CERO Therapeutics Holdings, Inc.) disclose in this 8-K?

CERO disclosed that the Nasdaq Listing and Hearing Review Council affirmed a prior decision to delist the company’s securities from the Nasdaq Stock Market. This confirms that trading, already suspended since October 31, 2025, will not resume on Nasdaq under the current determination.

Why are CERO Therapeutics’ securities being delisted from Nasdaq?

CERO reported that a Nasdaq Hearing Panel previously determined the company’s securities should be delisted and trading suspended. After CERO appealed, the Nasdaq Listing and Hearing Review Council reviewed the written record and affirmed the panel’s delisting decision on January 29, 2026, finalizing that outcome.

When did Nasdaq suspend trading of CERO Therapeutics’ securities?

The company states that Nasdaq suspended trading in its securities effective at the opening of trading on October 31, 2025. This suspension followed the Nasdaq Hearing Panel’s delisting determination, which has now been affirmed by the Nasdaq Listing and Hearing Review Council after CERO’s appeal.

Did CERO Therapeutics appeal the Nasdaq delisting decision?

Yes. CERO appealed the Nasdaq Hearing Panel’s October 29, 2025 delisting decision to the Nasdaq Listing and Hearing Review Council. After considering the written record, the Council issued a decision on January 29, 2026 affirming the panel’s determination to delist the company’s securities from Nasdaq.

What securities of CERO are affected by the Nasdaq delisting?

The company lists its common stock, par value $0.0001 per share, and warrants exercisable for one two-thousandth of a share of common stock as securities registered under Section 12(b). The delisting decision applies to these securities trading on the Nasdaq Stock Market.

Who signed the CERO delisting 8-K and in what capacity?

The report was signed on behalf of CERO Therapeutics Holdings, Inc. by Chris Ehrlich. He is identified in the signature block as the company’s Chief Executive Officer, indicating executive-level authorization of the disclosure regarding the affirmed Nasdaq delisting decision.