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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):
October 29, 2025
CERO THERAPEUTICS HOLDINGS, INC.
(Exact name of registrant as specified in its
charter)
| Delaware |
|
001-40877 |
|
87-1088814 |
(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 |
|
NASDAQ Capital Market |
| Warrants, each whole warrant exercisable for one two-thousandths of a share of common stock |
|
CEROW |
|
NASDAQ Capital Market |
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 August 28, 2025, CERo Therapeutics Holdings, Inc., a Delaware corporation (the “Company”), received a letter
from the staff at the Nasdaq Listing Qualifications department notifying the Company that such staff had determined that the Company does
not comply with the minimum stockholders’ equity requirement of $2,500,000 (the “Stockholders’ Equity Requirement”)
for continued listing on the Nasdaq Capital Market (“Nasdaq”) set forth in Nasdaq Rule 5550(b).
As also previously disclosed,
on September 3, 2025, the Company requested a hearing to appeal such determination before a panel (the “Hearings Panel”).
On October 29, 2025, the Company received the determination of the Hearings Panel to deny the Company’s request for the continued
listing of its common stock. As a result, the common stock will be suspended from trading on Nasdaq at open of trading on October 31,
2025.
The Company has submitted a request for review of the Hearings Panel’s
decision by the Nasdaq Listing and Hearing Review Council (the “Council”). The Company has also commenced the
process of seeking to trade its shares of common stock on the OTC Markets. However, the Company can provide no assurance that the review
by the Council will result in the continued listing of its shares of common stock or that the shares of common stock will be admitted
for trading on the OTC Markets. The OTC Markets also are a less liquid market than Nasdaq, which may have a material adverse effect on
the trading price and volume for the common stock. The Company is also considering listing alternatives, including applying to list its
shares of common stock on another securities exchange.
The Company currently plans to continue its clinical trials, including
the dosing of patients in such trials. As described previously by CERO, evidence gathered for CER-1236 in the first three AML cancer patients
dosed at the initial low dose showed rapid cell expansion of CER-1236 in these patients, along with observation of no toxicity.
Moreover the second patient, infused with three of the low doses in succession, continues on trial. The company believes these early
stage observations support continued clinical development of CER-1236 at the planned higher dose, and is progressing on this plan. The
Company is currently reviewing its cash resources and potential financing alternatives to fund its continued operations. The Company can
provide no assurance that it will be able to obtain such financing on acceptable terms, or at all.
Item 8.01. Other Events.
On October 29, 2025,
the Company issued a press release announcing the Hearings Panel’s determination. Such press release is filed as Exhibit 99.1 hereto
and is hereby incorporated by reference herein.
Item 9.01 Exhibits.
(d) Exhibits.
Exhibit
Number |
|
Description |
| |
|
|
| 99.1 |
|
Press Release dated October 29, 2025 |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURE
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.
| |
CERO THERAPEUTICS HOLDINGS, INC. |
| |
|
|
| |
By: |
/s/ Chris Ehrlich |
| |
Name: |
Chris Ehrlich |
| |
Title: |
Chief Executive Officer |
Dated: October 29, 2025
