UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 (Mark One) FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-40877 CERO THERAPEUTICS HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 81-4182129 (State or other juri ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40877 CERO THERAPEUTICS HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 81-4182129 (State or other ju ...

Corporate Actions - CERo Therapeutics Holdings, Inc. completed a merger with Predecessor, resulting in the issuance of 7,597,638 shares of Common Stock, including 2,200,000 Earnout Shares[171]. - The Company raised approximately $10.0 million in February 2024 through a private placement of Series A Preferred Stock and common warrants[175]. - A reverse stock split of 1:40 was approved by stockholders to help regain compliance with Nasdaq listing requirements[186]. - The Company plans to evaluate options to resolve compliance deficiencies and maintain its Nasdaq listing[185]. Regulatory and Clinical Developments - The Company submitted an Investigational New Drug Application for CER-1236 on June 28, 2024, but faced a clinical hold due to insufficient data[178]. - The FDA cleared the IND for CER-1236 on November 15, 2024, with plans to initiate clinical trials by early 2025[179]. Financial Performance - The Company has not recognized any revenue from product sales and does not expect to generate revenue in the foreseeable future[190]. - For the three-month period ended September 30, 2024, total operating expenses were $4.4 million, an increase of 186% compared to $1.5 million for the same period in 2023[200]. - General and administrative expenses for the three-month period ended September 30, 2024, were $2.6 million, reflecting an increase of $2.4 million from $0.3 million in the same period in 2023[201]. - Research and development expenses for the three-month period ended September 30, 2024, were $1.8 million, up from $1.3 million in the same period in 2023, marking a 38% increase[202]. - The net loss for the three-month period ended September 30, 2024, was $4.2 million, compared to a net loss of $1.3 million for the same period in 2023, representing an increase of 214%[200]. - For the nine-month period ended September 30, 2024, total operating expenses were $14.1 million, an increase of 115% compared to $6.6 million for the same period in 2023[208]. - General and administrative expenses for the nine-month period ended September 30, 2024, were $7.9 million, reflecting an increase of $5.7 million from $2.3 million in the same period in 2023[209]. - Research and development expenses for the nine-month period ended September 30, 2024, were $6.2 million, up from $4.3 million in the same period in 2023, indicating a 44% increase[211]. - Other income for the nine-month period ended September 30, 2024, was $5.1 million, compared to $0.5 million for the same period in 2023, reflecting a significant increase of $4.6 million[213]. Cash Flow and Liquidity - As of September 30, 2024, the company had $3.4 million in cash and cash equivalents, which is expected to be insufficient to fund operations for the next 12 months[216]. - Net cash used in operating activities increased by $6.6 million from $4.8 million in the nine-month period ended September 30, 2023, to $11.4 million in 2024[221]. - Net cash provided by financing activities increased by $11.7 million from $0.6 million in the nine-month period ended September 30, 2023, to $12.2 million in 2024[223]. - The increase in financing activities was driven by net proceeds of $7.3 million from the issuance of Series A and B Preferred Stock and $4.3 million from the sale of common stock under the ELOC[223]. - The company reported a net increase in cash and cash equivalents of $864,809 for the nine-month period ended September 30, 2024, compared to a decrease of $4.3 million in 2023[220]. Operational Insights - The company anticipates significant increases in R&D expenses in the future due to increased headcount and contracted services for clinical development[203][212]. - Cash used in operating activities was offset by a larger non-cash adjustment for stock-based compensation of $1.9 million in the nine-month period ended September 30, 2024, compared to 2023[221]. - There were no contractual obligations or other commitments reported[224]. - The company does not believe that inflation had a material effect on its financial condition or results of operations for the period ended September 30, 2024[241]. - The company continues to qualify as an emerging growth company, allowing it to take advantage of reduced disclosure requirements[243]. - The company has not recorded any interest or penalties associated with income tax since inception[236].

Revenue and Financial Performance - CERo Therapeutics Holdings, Inc. has not recognized any revenue from product sales and does not expect to generate revenue in the foreseeable future[128]. - The company has not generated any revenue and does not expect to do so for at least the next few years until regulatory approval is obtained for its product candidates[147]. - The net loss for the three-month period ended June 30, 2024, was $2.4 million, compared to a net loss of $2.1 million for the same period in 2023, an increase of 17%[136]. - Interest and other income, net, was $2.7 million for the three-month period ended June 30, 2024, compared to $0.3 million for the same period in 2023, reflecting an increase of 800%[140]. - The Company reported a net cash increase of $1.1 million for the six months ended June 30, 2024, compared to a decrease of $2.9 million in the same period of 2023[153]. Research and Development Expenses - The company plans to substantially increase its R&D expenses as it continues the development of its product candidates through clinical development[130]. - Research and development expenses increased to $2.7 million for the three-month period ended June 30, 2024, compared to $1.2 million for the same period in 2023, reflecting a 125% increase[138]. - For the six-month period ended June 30, 2024, research and development expenses were $4.4 million, up from $3.0 million in the same period of 2023, indicating a 47% increase[145]. - The company anticipates significant increases in R&D expenses in the future due to expanded headcount and contracted services for clinical development[139]. - The company anticipates that future R&D expenses may vary significantly based on ongoing assessments of product candidates' commercial potential[130]. Compliance and Regulatory Matters - On June 28, 2024, the company submitted an Investigational New Drug Application for its product candidate, CER-1236, but the FDA placed a clinical hold due to insufficient data[121]. - The company received a letter from Nasdaq indicating that the closing bid price for its common stock has been below the minimum $1.00 per share required for continued listing[122]. - The company has until January 15, 2025, to regain compliance with the Bid Price Requirement and until October 29, 2024, for the Market Value of Publicly Held Shares Requirement[125]. - The company plans to actively monitor its stock price and may evaluate options to resolve deficiencies to maintain compliance with Nasdaq listing standards[126]. Financing and Cash Flow - The company completed a private placement in February 2024, raising approximately $10.0 million from the issuance of Series A Preferred Stock and warrants[120]. - Net cash used in operating activities increased by $5.4 million from $3.5 million in the six-month period ended June 30, 2023, to $8.9 million in 2024[155]. - Net cash provided by financing activities increased by $9.1 million from $0.6 million in the three-month period ended June 30, 2023, to $9.7 million in 2024[156]. - The Company has arranged two equity lines of credit, one for the sale of up to 25 million shares and another for the purchase of up to $25 million of Common Stock[150]. - The Company expects to continue relying on additional financing to achieve its business objectives, as commercial revenues from product candidates are not expected in the near term[152]. - The Company may need to seek additional funds sooner than planned due to changing circumstances affecting cash availability[150]. - The Company has no guarantee that conditions for the equity line of credit will be satisfied, which may impact its ability to fund operations[150]. - The Company’s future funding requirements are uncertain and depend on various factors, including research and development progress[151]. General and Administrative Expenses - General and administrative expenses rose to $2.4 million for the three-month period ended June 30, 2024, from $1.2 million in the same period of 2023, marking a 108% increase[137]. - General and administrative expenses for the six-month period ended June 30, 2024, were $5.3 million, compared to $1.9 million for the same period in 2023, reflecting a 179% increase[144]. Emerging Growth Company Status - The company qualifies as an "emerging growth company" under the JOBS Act, allowing it to delay the adoption of certain accounting standards until they apply to private companies[172]. - The company can present only two years of audited financial statements, reducing disclosure requirements in its financial reports[173]. - The company will cease to qualify as an emerging growth company if total annual gross revenues exceed $1.07 billion[175]. - The company has taken advantage of reduced reporting requirements in its Form 10-Q, which may differ from other public companies[175]. - The company is exempt from compliance with auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act[173]. - The company is allowed to reduce disclosure about executive compensation arrangements in its periodic reports[173]. - The company is exempt from holding non-binding advisory votes on executive compensation or golden parachute arrangements[173]. - The company may choose to take advantage of some but not all reduced reporting burdens[175]. - The market value of the company's Common Stock held by non-affiliates must exceed $700 million to be deemed a "large accelerated filer"[175]. - The company has not issued more than $1.0 billion of non-convertible debt over the prior three-year period[175].

Financial Performance - The Company reported total operating expenses of $4.55 million for the three-month period ended March 31, 2024, compared to $2.44 million for the same period in 2023, reflecting an increase of $2.11 million[137]. - The net loss for the three-month period ended March 31, 2024, was $2.30 million, compared to a net loss of $2.44 million for the same period in 2023, a decrease of $138,636[137]. - Interest and other income increased to $1.93 million in Q1 2024 from a net loss of $0.01 million in Q1 2023, reflecting a substantial increase of $1.94 million[141]. - Net cash used in operating activities rose to $5.08 million in Q1 2024 from $1.44 million in Q1 2023, an increase of $3.64 million[147]. - Net cash provided by financing activities increased to $7.16 million in Q1 2024 from an immaterial amount in Q1 2023, driven by the sale of Series A Preferred Stock[148]. Operating Expenses - Research and development expenses were $1.67 million for the three-month period ended March 31, 2024, down from $1.80 million in the same period of 2023, a decrease of $131,789[137]. - General and administrative expenses increased to $2.88 million for the three-month period ended March 31, 2024, compared to $0.63 million in the same period of 2023, an increase of $2.25 million[138]. - The Company anticipates future increases in general and administrative expenses due to headcount growth and compliance with public company requirements[132]. - The company anticipates a significant increase in R&D expenses in the future due to increased headcount and contracted services for clinical development[140]. Revenue and Future Expectations - The Company has not recognized any revenue from product sales and does not expect to generate revenue in the foreseeable future[126]. - The company has not generated any revenue and does not expect to do so for at least the next few years, pending regulatory approval of its product candidates[142]. - The company expects to incur significant commercialization expenses if any product candidates receive approval, impacting future financial performance[143]. - The company may face increased costs due to inflation affecting labor and clinical trial expenses, which could impact future operations[163]. Financing and Capital Structure - The Company completed a private placement in February 2024, raising approximately $10.0 million from the issuance of Series A Preferred Stock and warrants[125]. - The Company has established multiple earnout share pools totaling 2,875,000 shares, contingent on achieving specific regulatory and stock price milestones[121]. - The company had $4.6 million in cash and cash equivalents as of March 31, 2024, and does not expect this to fund operations for the next 12 months[144]. - The company has arranged two equity lines of credit, one for the sale of up to 2,977,070 shares and another for the purchase of up to $25 million of Common Stock[144]. Regulatory and Reporting Status - The Company qualifies as an "emerging growth company" under the JOBS Act, allowing it to delay the adoption of certain accounting standards until they apply to private companies[164]. - The Company can present only two years of audited financial statements along with required unaudited interim financial statements, resulting in reduced disclosure requirements[165]. - The Company will cease to qualify as an emerging growth company when it exceeds $1.07 billion in total annual gross revenues[166]. - The Company may also lose its status if the market value of its Common Stock held by non-affiliates exceeds $700 million as of the prior June 30th[166]. - The Company has issued more than $1.0 billion of non-convertible debt over the prior three-year period, which could affect its emerging growth company status[166]. - The Company has taken advantage of certain reduced reporting requirements in its Form 10-Q[166]. - The information contained in the Company's filings may differ from that of other public companies due to its reduced reporting burdens[166]. Merger and Share Issuance - The Merger between Predecessor and PBAX was consummated on February 14, 2024, resulting in the issuance of 7,597,638 shares of Common Stock to Predecessor stockholders[124].

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40877 CERO THERAPEUTICS HOLDINGS, INC. (Exact name of registrant as specified in its charter) | Delaware | 81-4182129 | | --- | --- ...

FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-40877 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 PHOENIX BIOTECH ACQUISITION CORP. (Exact name of registrant as specified in its charter) (State or other jurisdiction of inc ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 Washington, D.C. 20549 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FORM 10-Q For the transition period from to Commission File No. 001-40877 PHOENIX BIOTECH ACQUISITION CORP. (Exact name of registrant as specified in its charter) (Mark One) Indicate by check mark whether the regis ...

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-40877 PHOENIX BIOTECH ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 87-1088814 ( ...

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (Mark One) For the transition period from to Commission File Number 001-40877 PHOENIX BIOTECH ACQUISITION CORP. (Exact Name of Registrant as Specified in Its Charter) Delaware 87-1088814 (State or Other Jurisdiction of Incorporation or Organization) 2201 Broadway, Suite 705, Oakland, CA 94612 (I.R.S. Employer Identification Number) (215) 731-9450 (Registrant's Telephone Number, Including Area Code) Securities ...