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CERo Therapeutics appeals Nasdaq delisting over $2,500,000 stockholders' equity rule

Tickers CERO

Nasdaq staff set a September 8, 2025 delisting date. CERo requested a hearing on September 3, 2025, which stays the suspension, and plans to present a compliance plan.

Key facts

Company
CERo Therapeutics Holdings, Inc. (OTC: CERO)
News type
Listings
Primary source
CERo Therapeutics Holdings, Inc. 8-K (2025-09-04)
The Capitol dome against a blue sky. Photo: Carol M Highsmith, CC0, via rawpixel. The picture shows the field, not the companies named.

CERo Therapeutics Holdings, Inc. (Nasdaq: CERO) has asked for a hearing after Nasdaq's staff determined that it does not meet the minimum stockholders' equity requirement for continued listing on the Nasdaq Capital Market. The company disclosed the notice in a Form 8-K filed September 4, 2025. The requirement is $2,500,000 under Nasdaq Rule 5550(b).

The letter from Nasdaq's Listing Qualifications staff is dated August 28, 2025. The staff said Nasdaq would suspend the company's securities from trading and delist them on September 8, 2025, subject to the company's right to appeal. On September 3, 2025, CERo requested a hearing before a Hearings Panel. The request stays the suspension and delisting until the panel rules or extends the stay.

A second failure in the same year

The 8-K says the company had been out of compliance with Nasdaq's continued listing requirements until May 7, 2025, when a Hearings Panel determined it had regained compliance. Under Nasdaq Rule 5815(d)(4)(B), the company is subject to a mandatory panel monitor for one year after that. Because of the monitor, Nasdaq staff have no discretion to grant a cure period, which is why the company is now at the hearing stage rather than in a standard compliance window.

The 8-K does not state the company's stockholders' equity at any date, so the size of the gap to the $2,500,000 requirement cannot be read from it. It also does not say what drove the decline since the May determination.

The plan and its limits

At the hearing, the company intends to submit a plan to regain compliance. The 8-K says the plan may include increasing stockholders' equity through public or private financing transactions. It also says "no assurances can be provided" that the company will complete any financing, obtain a favorable decision from the panel, or regain and maintain compliance with Nasdaq's listing rules.

The 8-K does not say how much stockholders' equity the company would need to add, or when a financing would close. The plan is therefore a stated intention rather than a schedule.

What the company does

The company's 10-K, filed April 15, 2025, describes engineered T cell therapies for cancer, including the candidate CER-1236. The FDA notified the company on November 14, 2024 that its investigational new drug application was cleared after a brief clinical hold. The hold was based on insufficient nonclinical data on off-target toxicity. The company says it lifted the hold through additional in vitro experiments, and it has since submitted a second IND for non-small cell lung cancer and ovarian cancer.

The 10-K says the company expected to begin clinical trials in the first half of 2025. The initial targets it named were relapsed or remitting acute myeloid leukemia patients, patients with measurable residual disease, and patients with TP53 mutations. The company says CER-1236 cells show superior cross-presentation in preclinical studies. Those are company claims, and the 10-K describes no clinical results for the candidate.

What the case does not show

The 8-K describes a hearing on a stockholders' equity deficiency, not a finding on the science. It does not give the number of shares outstanding, the cash on hand or the company's runway, and it does not say whether the company has retained an adviser for the financing it describes. Neither the cash position nor the outcome of the hearing appears in the 8-K.

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