UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
| (Check One): |
|
☐
Form 10-K ☐ Form 20-F ☐
Form 11-K ☒ Form 10-Q
☐
Form 10-D ☐ Form N-CEN ☐
Form N-CSR |
| |
|
| |
|
For Period Ended: September 30, 2025 |
| |
|
| |
|
☐ Transition Report on Form 10-K |
| |
|
| |
|
☐ Transition Report on Form 20-F |
| |
|
| |
|
☐ Transition Report on Form 11-K |
| |
|
| |
|
☐ Transition Report on Form 10-Q |
| |
|
| |
|
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. |
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)
| ☒ |
|
(a) |
The reasons described in reasonable detail in
Part III of this form could not be eliminated without unreasonable effort or expense;
|
| |
(b) |
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
|
| |
(c) |
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.
The management and accounting personnel of
CERo Therapeutics Holdings, Inc. (the “Company”) are finalizing the accounting for various recent transactions, including the
issuance of Series E Preferred Stock, sales of common stock under its equity line of credit and the conversion of a large number of
shares of Series D Preferred Stock. The Company’s independent registered public accounting firm is also finalizing its review
of such items. As a result of the pending finalization of these items, there will be a delay in the Company’s ability to
complete and file its Quarterly Report on Form 10-Q for the three-months ended September 30, 2025 (the “Quarterly
Report”) by the November 14, 2025 filing date applicable to smaller reporting companies without unreasonable effort and
expense. The Company anticipates that it will file the Quarterly Report no later than the fifth 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. |
| Andrew Kucharchuk |
|
650 |
|
407-2376 |
| (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 Company estimates that net loss for the
quarter ended September 30, 2025 was $4.4 million, compared to $4.2 million for the quarter ended September 30, 2024. This increased
net loss in the quarter ended September 30, 2025 as compared to the quarter ended September 30, 2024 is primarily due to (1) an
increase in research and development expenses of $0.6 million and (2) the recording of a $0.2 million gain from change in value of
the Company’s earnout liability during the three months ended September 30, 2024 as compared to $0 during the three months
ended September 30, 2025. These changes were offset by (1) a decrease in general and administrative expenses of $0.7 million during
the three months ended September 30, 2025 as compared to the three months ended September 30, 2024. For the quarter ended September
30, 2025, there was a net loss attributable to common shareholders of $11.0 million as compared to a net loss attributable to common
shareholders of $4.2 million for the quarter ended September 30, 2024. During the three months ended September 30, 2025, in
connection with a down-round triggering event related to its Series D preferred stock, the Company recorded deemed dividends of
$6,650,000. We did not record any deemed dividends during the quarter ended September 30, 2024.
These financial results are preliminary and are
subject to change in connection with the completion of the reporting process and preparation of the Quarterly Report. Actual financial
results for the quarter ended September 30, 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 Company or its management team’s expectations,
hopes, beliefs, intentions or strategies regarding the future, including statements about the timing of the filing of the Quarterly Report
and statements about the preliminary financial results for the quarter ended September 30, 2025. 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 Company 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 Company’s auditors being able to complete their review of the quarterly 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 Company with the Securities
and Exchange Commission (the “SEC”) and the Company’s auditors being unable to complete their review of the quarterly
financial statements in a timely manner and the Company consequently not filing the Quarterly Report 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 Company’s management as of November 14, 2025, as financial
closing procedures for the quarter year ended September 30, 2025 are not yet complete. These estimates are not a comprehensive statement
of the Company’s financial results for the quarter ended September 30, 2025, and actual results may differ materially from these
estimates as a result of the completion of quarter-end accounting procedures and adjustments, including the execution of the Company’s
internal control over financial reporting, the completion of the preparation of the Company’s financial statements and the subsequent
occurrence or identification of events prior to the filing of the consolidated condensed financial statements for the quarter ended September
30, 2025 in its Quarterly Report. In addition, any such statements regarding the Company’s financial performance are not necessarily
indicative of the Company’s financial performance that may be expected to occur for the quarter ended September 30, 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 Company’s forward-looking statements. Forward-looking statements are
statements about the future and are inherently uncertain, and actual achievements of the Company 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 Company’s most recent
Annual Report on Form 10-K, and Part II, Item 1A. “Risk Factors” contained in the Company’s subsequent Quarterly Reports
on Form 10-Q, as well as any amendments thereto.
The Company’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 Company
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: November 17, 2025 |
By: |
/s/ Andrew Kucharchuk |
| |
|
Name: |
Andrew Kucharchuk |
| |
|
Title: |
Chief Financial Officer |
