CERo Therapeutics delays Q2 report, estimates $18.5 million quarterly net loss

CERo Therapeutics Holdings, Inc. (CERO) told the Securities and Exchange Commission on August 15, 2025 that it will miss the deadline for its quarterly report for the three months ended June 30, 2025. The company filed a notice of late filing on Form 12b-25, saying it needs more time to value securities it received in the Series D financing. The notice cites the August 14, 2025 filing date that applies to smaller reporting companies, and it says the company expects to file no later than the fifth calendar day after that date.

The securities behind the delay

The delay comes from a securities purchase agreement with certain investors. Under that agreement the company received marketable securities as partial payment for shares of its Series D Preferred Stock. The securities are shares of convertible preferred stock of another publicly traded company. The notice says management and accounting staff are still finalizing the valuation and accounting treatment for those securities and the transactions tied to them.

The notice does not say how much of the Series D price was paid in those marketable securities, and it does not identify the issuer of the preferred shares the company holds.

The preliminary loss

The notice gives preliminary results for the quarter. The company estimates a net loss of $18.5 million for the quarter ended June 30, 2025, against $2.4 million for the same quarter of 2024. It attributes the larger loss mainly to the absence of a $2.9 million gain from a change in the value of its earnout liability and of a $447,000 gain on settlement of vendor liabilities, both recorded in the 2024 quarter, and to a stock-based inducement expense tied to the conversion of Series C preferred shares. An unrealized loss on equity securities of $1.1 million added to the figure.

Those are not the whole story. The company says the net loss attributable to common shareholders was $33.4 million for the quarter, against $2.4 million a year earlier. It recorded deemed dividends of $14,921,000 in the quarter, from conversions of its Series A, Series B and Series C preferred stock. It did not record deemed dividends in the same quarter of 2024. The company says the figures are preliminary and subject to change.

The notice also says operating expense fell by $424,000 from the prior-year quarter, and that the 2024 quarter included a $631,000 charge for registration rights penalties that did not recur. The company says those two items partly offset the larger loss.

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 10-K says the FDA cleared the company's first investigational new drug application in November 2024 after a brief clinical hold over insufficient nonclinical data on off-target toxicity. The company says it lifted the hold with additional in vitro experiments and 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, with initial targets of relapsed or remitting acute myeloid leukemia patients, patients with measurable residual disease, and patients with TP53 mutations. The 10-K also cites an American Cancer Society estimate of 22,010 new acute myeloid leukemia cases in the United States in 2025. The 10-K describes no clinical results for CER-1236.

What the notice leaves open

The notice names a contact for the late report and says the company expects to file by the fifth calendar day after the deadline. It does not give the valuation of the marketable securities, a cash balance, or the terms of the Series C conversions. It does not say whether the late filing will lead to any Nasdaq notice, and it does not say whether the company will need more capital before the quarter's figures are final.

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