UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
12b-25
NOTIFICATION
OF LATE FILING
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One): |
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☒
Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q
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Form 10-D ☐ Form N-CEN ☐ Form N-CSR |
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For
Period Ended: December 31, 2025 |
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☐
Transition Report on Form 10-K |
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☐
Transition Report on Form 20-F |
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☐
Transition Report on Form 11-K |
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☐
Transition Report on Form 10-Q |
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For
the transition period ended: |
Read
Instruction (on back page) Before Preparing Form. Please Print or Type.
Nothing
in this form shall be construed to imply that the Commission has verified any information contained herein.
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If
the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:
PART
I — REGISTRANT INFORMATION
CERo
Therapeutics Holdings, Inc.
Full
Name of Registrant
Former
Name if Applicable
201
Haskins Way, Suite 230
Address
of Principal Executive Office (Street and Number)
South
San Francisco, CA 94080
City,
State and Zip Code
PART
II — RULES 12b-25(b) AND (c)
If
the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b),
the following should be completed. (Check box if appropriate)
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(a) |
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The
reasons described in reasonable detail in Part III of this form could not be eliminated without
unreasonable effort or expense;
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(b) |
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The
subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form
11-K, Form N-CEN or Form N-CSR, or portion thereof, will be filed on or before the fifteenth
calendar day following the prescribed due date; or the subject quarterly report or transition
report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will
be filed on or before the fifth calendar day following the prescribed due date; and
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(c) |
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The
accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable. |
PART
III — NARRATIVE
State
below in reasonable detail the reasons why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-CEN, N-CSR, or the transition report or portion thereof,
could not be filed within the prescribed time period.
CERo
Therapeutics Holdings, Inc. (the “Registrant”) was unable, without unreasonable effort or expense, to file its Annual Report
on Form 10-K for the year ended December 31, 2025 (the “Annual Report”) by the March 31, 2026 filing date applicable to smaller
reporting companies. The Registrant recently engaged a new independent registered public accounting firm in February 2026. The new auditor
requires additional time to complete its review of the financial statements for the year ended December 31, 2025 to be incorporated in
the Annual Report. The Registrant is working diligently with its auditors to finalize its financial statements for the year ended December
31, 2025 and anticipates that it will file the Annual Report no later than the fifteenth calendar day following the prescribed filing
date.
PART
IV — OTHER INFORMATION
| (1) |
Name
and telephone number of person to contact in regard to this notification. |
| Chris
Ehrlich |
|
415 |
|
994-0582 |
| (Name) |
|
(Area
Code) |
|
(Telephone
Number) |
| (2) |
Have
all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment
Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s)
been filed? If answer is no, identify report(s). ☒ Yes ☐ No |
| (3) |
Is
it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be
reflected by the earnings statements to be included in the subject report or portion thereof? ☒ Yes ☐ No |
If
so: attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why
a reasonable estimate of the results cannot be made.
The
Registrant estimates that net loss for the year ended December 31, 2025 was $19.9 million, compared to $8.3 million for the prior year.
This increased net loss in fiscal year 2025 as compared to fiscal year 2024 is primarily due to an increase in operating expenses primarily
related to an increase pre-clinical activities and clinical activities after its IND for its lead program was approved by the Food and
Drug Administration and a decrease in other income. For the year ended December 31, 2025, there was $16.2 million of cash used in operating
activities, compared to $12.9 million of cash used in operating activities for the prior year.
These
financial results are preliminary and are subject to change in connection with the completion of the reporting process and preparation
of the Form 10-K. Actual financial results for the year ended December 31, 2025 could vary from the foregoing.
Forward-Looking
Statements
This
document contains forward-looking statements within the meaning of the United States Private Securities Litigation Reform Act of 1995
(collectively, “forward-looking statements”). Forward-looking statements may include, but are not limited to, statements
regarding the Registrant or its management team’s expectations, hopes, beliefs, intentions or strategies regarding the future,
including statements about the timing of the filing of the Annual Report and statements about the preliminary financial results for the
fiscal year ended December 31, 2024. Forward-looking statements are typically identified by words such as “plan,” “believe,”
“expect,” “anticipate,” “intend,” “outlook,” “estimate,” “forecast,”
“project,” “continue,” “could,” “may,” “might,” “possible,” “potential,”
“predict,” “should,” “would” and other similar words and expressions, but the absence of these words
does not mean that a statement is not forward-looking.
The
forward-looking statements are based on the current expectations of the management of the Registrant and are inherently subject to uncertainties
and changes in circumstances and their potential effects and speak only as of the date of such statement. There can be no assurance that
future developments will be those that have been anticipated. Forward-looking statements reflect material expectations and assumptions,
including, without limitation, expectations, and assumptions relating to the Registrant’s auditors being able to complete their
review of the annual financial statements in a timely manner. Such expectations and assumptions are inherently subject to uncertainties
and contingencies regarding future events and, as such, are subject to change. Forward-looking statements involve a number of risks,
uncertainties or other factors that may cause actual results or performance to be materially different from those expressed or implied
by these forward-looking statements. These risks and uncertainties include, but are not limited to, those discussed and identified in
public filings made by the Registrant with the Securities and Exchange Commission (the “SEC”) and the Registrant’s
auditors being unable to complete their review of the annual financial statements in a timely manner and the Registrant consequently
not filing the Form 10-K within the time period prescribed in Rule 12b-25 promulgated under the Securities Exchange Act of 1934.
Any
financial results discussed in this document are preliminary and represent the most current information available to the Registrant’s
management as of March 31, 2026, as financial closing procedures for the fiscal year ended December 31, 2025 are not yet complete. These
estimates are not a comprehensive statement of the Registrant’s financial results for the fiscal year ended December 31, 2025,
and actual results may differ materially from these estimates as a result of the completion of year-end accounting procedures and adjustments,
including the execution of the Registrant’s internal control over financial reporting, the completion of the preparation and audit
of the Registrant’s financial statements and the subsequent occurrence or identification of events prior to the filing of the audited
consolidated financial statements for the fiscal year ended December 31, 2025 in its Annual Report on Form 10-K. In addition, any such
statements regarding the Registrant’s financial performance are not necessarily indicative of the Registrant’s financial
performance that may be expected to occur for the fiscal quarter ending December 31, 2025, or for any future fiscal period.
Should
one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially
from those described herein. This list is not exhaustive of the factors that may affect any of the Registrant’s forward-looking
statements. Forward-looking statements are statements about the future and are inherently uncertain, and actual achievements of the Registrant
or other future events or conditions may differ materially from those reflected in the forward-looking statements due to a variety of
risks, uncertainties, and other factors, including without limitation those discussed under Part I, Item 1A. “Risk Factors”
contained in the Registrant’s most recent Annual Report on Form 10-K, and Part II, Item 1A. “Risk Factors” contained
in the Registrant’s subsequent Quarterly Reports on Form 10-Q, as well as any amendments thereto.
The
Registrant’s forward-looking statements contained in this document are based on the beliefs, expectations, and opinions of management
as of the date of this document. The Registrant does not assume any obligation to update forward-looking statements if circumstances
or management’s beliefs, expectations, or opinions should change, except as required by law. For the reasons set forth above, investors
should not attribute undue certainty to, or place undue reliance on, forward-looking statements.
CERo
Therapeutics Holdings, Inc.
(Name
of Registrant as Specified in Charter)
has
caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.
| Date:
April 1, 2026 |
By: |
/s/
Chris Ehrlich |
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|
Name:
|
Chris
Ehrlich |
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|
Title: |
Chief
Executive Officer |
