$CEROW

CERO THERAPEUTICS HOLDINGS, INC.

CIK:0001870404|SEC Filings

Condensed Consolidated Statements of Operations (Unaudited) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2026	Jun. 30, 2025	Jun. 30, 2026	Jun. 30, 2025
Operating Expenses:
Research and development	$ 1,736,013	$ 2,753,963	$ 4,074,357	$ 5,661,790
General and administrative	2,110,453	1,969,828	4,617,837	4,012,532
Total Operating Expenses	3,846,466	4,723,791	8,692,194	9,674,322
Loss from Operations	(3,846,466)	(4,723,791)	(8,692,194)	(9,674,322)
Other Income (Expenses):
(Loss) gain on foreign currency	(52)		121
Derivative expense	(3,103,533)		(4,000,255)
Change in fair value of preferred stock liabilities	6,610,240		6,610,240
Change in fair value of earnout liability			19,500
Stock-based inducement expense		(707,300)		(863,550)
Interest income	1,025	13,776	4,174	14,626
Interest expense	(690,044)		(856,330)
Total Other Income (Expenses), net	2,817,636	(693,524)	1,777,450	(848,924)
Net Loss	(1,028,830)	(5,417,315)	(6,914,744)	(10,523,246)
Deemed dividend on Series A, B, C, D and E Preferred Stock	(28,426,624)	(24,700,374)	(28,426,624)	(24,964,518)
Deemed dividend related to Series C Common Warrants				(84,083)
Net loss attributable to common shareholders	$ (29,455,454)	$ (30,117,689)	$ (35,341,368)	$ (35,571,847)
Net Loss per Common Share:
Basic (in Dollars per share)	$ (0.7)	$ (61.71)	$ (0.92)	$ (107.6)
Diluted (in Dollars per share)	$ (0.7)	$ (61.71)	$ (0.92)	$ (107.6)
Weighted Average Common Shares Outstanding:
Basic (in Shares)	42,175,020	488,076	38,567,412	330,603
Diluted (in Shares)	42,175,020	488,076	38,567,412	330,603

Condensed Consolidated Statements of Cash Flow (Unaudited) - USD ($)	6 Months Ended
	Jun. 30, 2026	Jun. 30, 2025
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$ (6,914,744)	$ (10,523,246)
Depreciation expense	120,201	145,715
Stock-based compensation	2,739,540	488,274
Amortization of right-to-use operating lease asset	434,632	391,417
Inducement expense		863,550
Amortization of debt discount	746,647
Foreign currency transaction gain included in other expenses, net	(121)
Loss on initial and revaluation of derivative liabilities	4,000,255
Gain on revaluation of preferred stock liabilities	(6,610,240)
Gain on revaluation of earnout liability	(19,500)
Prepaid expenses and other current assets	461,462	(169,143)
Accounts payable	635,996	561,901
Accrued liabilities	121,198	(404,289)
Insurance financing liability	(323,486)
Operating lease liability	(480,799)	(422,881)
Net cash used in operating activities	(5,088,959)	(9,068,702)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from exercise of Series A Preferred warrants		500,000
Proceeds from convertible notes, net	3,663,600
Proceeds from share purchases under ELOC, net of issuance costs	700,491	2,425,906
Proceeds received from sale of Series D Preferred Stock, net of issuance costs		2,240,180
Proceeds received from sale of common stock and warrants		588,000
Proceeds received from sale of pre-funded warrants, net of issuance costs		3,685,027
Proceeds from exercise of pre-funded warrants		203
Cash redemption of Series C Preferred Stock		(395,000)
Net cash provided by financing activities	4,364,091	9,044,316
Net decrease in cash, restricted cash and cash equivalents	(724,868)	(24,386)
Cash, restricted cash and cash equivalents at beginning of period	1,662,380	3,327,060
Cash, restricted cash and cash equivalents at end of period	937,512	3,302,674
Cash paid for:
Interest
Income taxes
The following table provides a reconciliation of cash and cash equivalents and restricted cash reported within the consolidated balance sheets that sum to the same such amounts shown in the consolidated statements of cash flows:
Cash and cash equivalents	862,756	3,227,918
Restricted cash	74,756	74,756
Cash, restricted cash and cash equivalents	937,512	3,302,674
NON-CASH FINANCING ACTIVITIES:
Conversion of Series A, Series B, Series C, Series D and Series E preferred stock to common stock	166,358	2,074,340
Increase in debt discount and derivative liabilities	3,663,600
Reclassification of deferred offering costs to additional paid-in capital		112,232
Reclassification of accrued expenses to accounts payable		1,143,826
Issuance of Series D Preferred Stock for investment in equity securities		500,000
Reclassification of Series D preferred stock fair value to preferred stock liabilities	8,784,862
Reclassification of Series E preferred stock fair value to preferred stock liabilities	$ 12,799,260

Condensed Consolidated Balance Sheets - USD ($)	Jun. 30, 2026	Dec. 31, 2025
Current assets:
Cash, restricted cash, and cash equivalents	$ 937,512	$ 1,662,380
Prepaid expenses and other current assets	610,438	1,071,900
Total current assets	1,547,950	2,734,280
Operating lease right-of-use asset	226,074	660,706
Property and equipment, net	125,947	246,148
Total assets	1,899,971	3,641,134
Current liabilities:
Convertible notes payable, net	746,647
Accounts payable	8,216,774	7,580,899
Accrued liabilities	485,009	363,811
Insurance payable	14,793	338,279
Operating lease liability	218,308	699,107
Derivative liabilities - convertible notes	7,663,855
Earnout liability	500	20,000
Deemed dividend – common stock liability, 692 shares	85,500	85,500
Total current liabilities	32,405,268	9,087,596
Total liabilities	32,405,268	9,087,596
Commitments and contingencies (Note 14)
Stockholders’ deficit:
Preferred Stock Value
Additional paid-in capital	65,961,431	78,126,104
Stock subscription receivable	(9,857)
Accumulated deficit	(97,752,859)	(90,838,115)
Total stockholders’ deficit	(30,505,297)	(5,446,462)
Total liabilities and stockholders’ deficit	1,899,971	3,641,134
Series D Convertible Preferred Stock
Current liabilities:
Preferred stock liabilities	8,784,862
Stockholders’ deficit:
Preferred Stock Value		4,047,699
Series E Convertible Preferred Stock
Current liabilities:
Preferred stock liabilities	6,189,020
Stockholders’ deficit:
Preferred Stock Value		1,926,133
Series C Convertible Preferred Stock
Stockholders’ deficit:
Preferred Stock Value	2,292	2,292
Series A Convertible Preferred Stock
Stockholders’ deficit:
Preferred Stock Value	1,287,315	1,287,315
Class A Common Stock
Stockholders’ deficit:
Class A common stock; $0.0001 par value; 1,000,000,000 shares authorized; 63,811,396 and 21,102,671 shares issued and outstanding at June 30, 2026 and December 31, 2025, respectively	$ 6,381	$ 2,110