CERo Therapeutics SEC Filings

CERo Therapeutics Holdings, Inc. reported that its stockholders approved an amendment to the company’s 2024 Equity Incentive Plan at a special meeting held on December 19, 2025. The amendment increases the number of shares of common stock available for issuance under the plan, and the number of shares that may be issued pursuant to incentive stock options, by an additional 32,000,000 shares.

At the special meeting, there were 20,802,671 shares of common stock issued and outstanding and entitled to vote as of the record date, and 10,988,347 shares were present in person or by proxy, representing approximately 52.82% of the shares entitled to vote, which constituted a quorum. The company attached the full text of the fourth amendment to the equity incentive plan as an exhibit.

CERo Therapeutics Holdings, Inc. has filed a Form S‑1 to register up to 729,596,950 shares of common stock for potential resale by Keystone Capital Partners under a committed equity financing facility. These shares relate to a series of Common Stock Purchase Agreements through which CERo may, at its discretion, sell stock to Keystone.

The company is not selling securities in this prospectus and will not receive proceeds from Keystone’s resales, though it may receive up to $25 million in aggregate gross proceeds from sales of its stock to Keystone under the Keystone Equity Financing. As of November 24, 2025, CERo had 21,102,671 common shares outstanding, and if all 729,596,950 registered shares were issued and outstanding on a fully diluted basis, they would represent about 80.89% of total common stock.

CERo is a clinical‑stage immunotherapy company developing CER‑1236, an engineered T‑cell therapy that has FDA Orphan Drug and Fast Track designations for acute myeloid leukemia. The company reports recurring losses, substantial doubt about its ability to continue as a going concern, and its common stock now trades on the OTCQB under the symbol CERO following delisting from Nasdaq.

CERo Therapeutics Holdings, Inc. entered a new common stock purchase agreement with an institutional investor that allows the company to sell up to $14,591,939 of its common stock over time, subject to conditions in the agreement. This continues a prior equity line program under which the company previously raised approximately $4.4 million from 11,689 shares, $3.1 million from 100,581 shares, and $2.90 million from 12,500,000 shares of common stock. The company can require the investor to buy shares through fixed purchases, generally capped at the lower of 10,000 shares or $100,000 per transaction, as well as VWAP-based purchases, with an aggregate cap of $10,000,000 per VWAP and related additional VWAP purchases on a given day, so long as the stock price is at least $0.02. The investor’s beneficial ownership is limited to 4.99% of outstanding shares, and a related registration rights agreement provides for registration of shares issued under this arrangement.

CERo Therapeutics Holdings, Inc. has called a virtual special stockholder meeting for December 19, 2025 to vote on several capital and governance actions. Stockholders are asked to approve a reverse stock split of the common stock at a ratio between 1‑for‑40 and 1‑for‑150, with the exact ratio to be chosen by the board, aiming to lift the share price and support a potential relisting on Nasdaq after trading moved to the OTC Pink Sheets.

Investors will also vote on approving the potential issuance of common shares upon conversion of Series E preferred stock issued in an October 2025 private placement under Nasdaq Listing Rule 5635, which could significantly increase the common share count depending on future pricing adjustments. A third proposal would expand the 2024 Equity Incentive Plan by an additional 32,000,000 shares for employee and director awards, and a fourth would allow adjournment of the meeting to gather more votes if needed. The board recommends voting FOR all four proposals.

CERO Therapeutics Holdings, Inc. has an effective registration statement that covers 2,100,000 shares of common stock, and this prospectus supplement simply updates that registration by attaching the company’s latest Quarterly Report on Form 10-Q. The 10-Q shows that CERO, an early-stage immunotherapy developer, is advancing its lead T cell therapy CER-1236 in a Phase 1/1b trial for acute myelogenous leukemia and has a second IND cleared for NSCLC and ovarian cancer.

For the nine months ended September 30, 2025, CERO reported a net loss of $15.4 million, bringing its accumulated deficit to about $86.3 million. Cash, restricted cash and cash equivalents were $2.0 million as of September 30, 2025, while total current liabilities were significantly higher, and the company states there is substantial doubt about its ability to continue as a going concern without additional capital. CERO’s common stock was delisted from Nasdaq after an October 29, 2025 determination and now trades on the OTC Pink Sheets under the symbol CERO; there were 21,102,671 shares outstanding as of November 19, 2025.

CERO Therapeutics Holdings, Inc. is registering 12,500,000 shares of common stock under a supplemented Form S-1, with this prospectus supplement incorporating its latest Quarterly Report on Form 10-Q. The company’s stock now trades on the OTC Pink Sheets under “CERO,” recently quoted at $0.06 per share, with public warrants at $0.009.

The attached 10-Q for the quarter ended September 30, 2025 shows an early-stage immunotherapy business focused on engineered T cell therapies for cancer, including a Phase 1/1b AML trial of lead asset CER-1236, where three patients have been dosed, and a second IND accepted for NSCLC and ovarian cancer. CERO reported a net loss of $15.4 million for the nine months ended September 30, 2025 and an accumulated deficit of $86.3 million, with cash and cash equivalents of about $2.0 million and substantial doubt raised about its ability to continue as a going concern. As of November 19, 2025, 21,102,671 shares of common stock were outstanding.

CERo Therapeutics Holdings (CERO) reported a wider net loss and mounting cash pressure for the quarter ended September 30, 2025. The company posted a quarterly net loss attributable to common shareholders of $11.5 million and a nine‑month net loss of $47.1 million, driven by research and development expenses of $8.0 million and general and administrative costs of $6.0 million for the year to date.

Cash, restricted cash and cash equivalents were $2.0 million at September 30, 2025, against total liabilities of $8.5 million and an accumulated deficit of $86.3 million, leading management to state there is “substantial doubt” about the company’s ability to continue as a going concern.

To fund operations, CERo raised capital through common stock, pre‑funded warrants and Series D preferred stock, generating several million dollars of net proceeds in 2025, but it continues to rely on external financing. Operationally, the FDA cleared its IND for lead candidate CER‑1236 in AML, and by September 2025 three patients had been dosed in a Phase 1/1b trial. A second IND for NSCLC and ovarian cancer was accepted in March 2025. However, Nasdaq has decided to delist the company’s shares, which now trade on the OTC Pink Sheets.

CERo Therapeutics Holdings, Inc. filed a late-notice NT 10-Q, saying it cannot complete its quarterly report for the three months ended September 30, 2025 while it finalizes accounting for recent financings, including Series E preferred stock, common stock sales under an equity line, and conversions of Series D preferred stock. The company expects to file the report within five calendar days of the original due date. CERo currently estimates a net loss of $4.4 million for the quarter, slightly higher than $4.2 million a year earlier, driven by a $0.6 million increase in research and development expenses and the absence of a prior $0.2 million gain on earnout liability, partially offset by a $0.7 million decline in general and administrative costs. Net loss attributable to common shareholders is estimated at $11.0 million versus $4.2 million last year, mainly due to $6,650,000 in deemed dividends from a down-round event on Series D preferred stock. The company stresses these results are preliminary and may change once the quarterly report is completed.

CERo Therapeutics Holdings, Inc. is calling a 2025 special stockholder meeting to vote on four major capital structure proposals. Stockholders will consider a reverse stock split1‑for‑40 and 1‑for‑150 to raise the share price from recent OTC Pink levels (for example, $0.089 per share as of the record date) and support a potential relisting on Nasdaq, with 20,802,671 common shares outstanding as of November 14, 2025. Another proposal seeks approval under Nasdaq rules for potential large issuances of common stock upon conversion of Series E preferred, which could, after price resets, lead to ownership of up to about 36.9% of the common stock by October 2025 investors and, after further anti‑dilution adjustments, more than 195 million shares. A separate proposal would expand the 2024 Equity Incentive Plan by 32,000,000 shares, bringing the total share reserve to 32,123,494 and targeting an option pool of about 20% of fully diluted shares. Finally, stockholders will vote on a possible adjournment to solicit more proxies if needed. The proxy warns that failure to approve the Series E share issuance could block future financings and may force CERo to liquidate or seek bankruptcy protection.