Welcome to our dedicated page for CERo Therapeutics SEC filings (Ticker: CERO), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
The CERo Therapeutics Holdings, Inc. (CERO) SEC filings page on Stock Titan provides access to the company’s public reports and regulatory disclosures, along with AI-generated summaries to help interpret complex documents. As a clinical-stage biotechnology issuer and emerging growth company, CERo uses SEC filings to describe its immunotherapy platform, clinical programs, capital structure, and risk factors in detail.
Key filings for CERO include current reports on Form 8-K, which the company has used to announce material events such as Nasdaq listing determinations, private placements of Series E convertible preferred stock, equity line of credit agreements with institutional investors, and clinical or corporate presentations furnished under Regulation FD. These 8-Ks often provide timely information on financing terms, changes in trading venue, and progress of the CER-1236 program.
CERo’s registration statements on Form S-1 describe arrangements like its committed equity financing with an institutional investor, including the potential resale of large blocks of common stock issued under common stock purchase agreements. These documents outline how the company may raise capital over time and discuss associated risks and dilution considerations.
Other important disclosures include proxy materials on Schedule 14A, which have covered proposals such as a reverse stock split, increases to the 2024 Equity Incentive Plan share reserve, and approvals related to convertible preferred stock. Notifications like Form 12b-25 (NT 10-Q) explain delays in periodic reporting and provide preliminary financial information when applicable.
On this page, Stock Titan surfaces new CERO filings as they appear in the EDGAR system and applies AI to highlight key sections, such as clinical trial plans, financing covenants, listing status updates, and changes to capital structure. Users can quickly locate 10-K, 10-Q, S-1, 8-K, proxy statements, and other forms, while AI summaries help clarify technical language around preferred stock terms, equity lines, and regulatory or listing developments that may affect CERO shareholders.
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 split of common stock at a ratio between 1‑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.
Cero Therapeutics Holdings, Inc. filed a Prospectus Supplement updating its S-1 covering 12,500,000 shares of common stock, incorporating a Current Report on Form 8-K.
The update discloses that a Nasdaq Hearings Panel denied continued listing of the common stock, with trading on Nasdaq to be suspended at the open on October 31, 2025. The company has requested review by the Nasdaq Listing and Hearing Review Council and has begun the process to trade on the OTC Markets, noting that OTC venues are typically less liquid and may adversely affect trading price and volume. Cero is also considering other exchange listings.
The company states it intends to continue its clinical trials, including ongoing dosing. Early observations for CER-1236 in three AML patients at an initial low dose included rapid cell expansion and no observed toxicity, and one patient continues on trial; the company plans to advance to a higher dose and is evaluating financing alternatives to fund operations.
Cero Therapeutics Holdings, Inc. filed Prospectus Supplement No. 11 to its S‑1, covering 2,100,000 shares of common stock and updating its prospectus with an attached Form 8‑K. The supplement incorporates the company’s latest disclosure into the existing offering materials.
The company reports that a Nasdaq Hearings Panel denied continued listing; CERO common stock will be suspended from trading at the open on October 31, 2025. Cero has requested review by the Nasdaq Listing and Hearing Review Council and has begun the process to trade on the OTC Markets, noting that OTC is a less liquid venue that may materially affect trading price and volume. The company is also considering other exchange listing alternatives.
Cero plans to continue its clinical trials of CER‑1236. Early observations in the first three AML patients at an initial low dose showed rapid CER‑1236 cell expansion with no toxicity; a second patient receiving three successive low doses remains on trial. The company is progressing to a planned higher dose and is reviewing cash resources and financing alternatives, with no assurance of obtaining financing.
CERO Therapeutics Holdings reported that a Nasdaq Hearings Panel denied its request for continued listing, citing noncompliance with the Nasdaq Capital Market’s minimum stockholders’ equity requirement of $2,500,000 under Rule 5550(b). As a result, CERO’s common stock will be suspended from trading on October 31, 2025.
The company has requested review by the Nasdaq Listing and Hearing Review Council and has begun the process to trade on the OTC Markets, while also considering other exchange options. CERO plans to continue its clinical trials, noting early observations for CER-1236 in initial AML patients at low dose with rapid cell expansion and no observed toxicity, and intends to proceed to higher dosing. The company is reviewing cash resources and potential financing alternatives and states there is no assurance of obtaining financing on acceptable terms, or at all.
CERo Therapeutics Holdings filed a prospectus supplement updating its S-1 that registers 2,100,000 shares of common stock. The supplement attaches recent current reports on Form 8-K.
Nasdaq prices on October 22, 2025 were $2.01 for CERO and $0.019 for CEROW. The attached 8-Ks detail a private placement: a Securities Purchase Agreement for up to $7 million of Series E convertible preferred stock (stated value $1,000 per share). An SPA amendment increased the initial closing to approximately $2.25 million, with 3,816 Series E shares issued, and leaves $4.75 million available for additional closings. The fixed conversion price is $4.1625 per share, with stockholder approval mechanics and potential price adjustments for future issuances. Holders of existing Series C and D preferred consented to pari passu ranking and their conversion prices were set at $1.76. The company agreed to file a registration statement to register for resale the common stock issuable upon conversion of the Series E preferred.
CERO Therapeutics Holdings filed Prospectus Supplement No. 4 to its Form S-1, covering 12,500,000 shares of common stock. The supplement incorporates recent Form 8-Ks from September 22, October 14, and October 16, 2025.
The October 14 and 16 updates detail a private placement of up to $7 million of Series E convertible preferred stock, including an initial closing of approximately $2.25 million for 3,816 Series E shares. The Series E has a stated value of $1,000 per share, a fixed conversion price of $4.1625 (subject to adjustments and alternate conversion pricing), and no voting rights. The company plans to seek stockholder approval to permit below-price conversions, targeting a preliminary proxy by October 31, a definitive proxy by November 30, and a meeting by December 31, 2025. The filing also notes the Series C and D preferred shares’ conversion price was reduced to $1.76.
On Nasdaq, as of October 22, 2025, CERO closed at $2.01 and CEROW at $0.019 per warrant.
CERo Therapeutics Holdings, Inc. amended its Securities Purchase Agreement to add an additional buyer and increase the Initial Closing by $500,000 to approximately $2.25 million in gross proceeds, while keeping the total financing at up to $7 million.
On October 16, 2025, the Company completed the Initial Closing, issuing 3,816 shares of Series E Convertible Preferred Stock, with $4.75 million remaining to be funded in additional closings under the agreement. Earlier, on October 14, 2025, the Company filed the Certificate of Designations establishing the Series E Preferred Stock.
The securities were issued in a private placement to accredited investors under Section 4(a)(2) and Rule 506 of the Securities Act. Upon conversion, the Series E will be exchangeable into shares of common stock as set forth in the Certificate of Designations.
CERo Therapeutics Holdings entered a Securities Purchase Agreement for a private placement of up to $7 million in Series E convertible preferred stock. The deal covers up to 9,750 Series E shares at a stated value of $1,000 each, with approximately $1.8 million to fund at the first closing; additional closings are at the mutual option of the parties and subject to customary conditions.
Series E converts into common stock at a fixed conversion price of $4.1625 per share, subject to adjustments, including alternate conversion formulas after stockholder approval and upon specified Triggering Events. As part of the transaction, holders of the Company’s Series C and Series D preferred consented to Series E ranking pari passu and their conversion price was reduced to $1.76.
The Company will seek stockholder approval to permit issuance of conversion shares below the fixed price, with targeted filing and meeting dates by Oct 31, 2025, Nov 30, 2025, and Dec 31, 2025, respectively. A Registration Rights Agreement will require filing a resale registration for the common shares issuable upon conversion.