CERO THERAPEUTICS HOLDINGS, INC. FORM 10-Q FOR THE QUARTER ENDED JUNE 30, 2026
Cero Therapeutics Holdings, Inc. (CERO) reported its quarterly financial results for the period ended June 30, 2026. The company’s condensed consolidated balance sheet as of June 30, 2026, showed total assets of $[amount], total liabilities of $[amount], and total stockholders’ deficit of $[amount]. For the three months ended June 30, 2026, CERO reported a net loss of $[amount], compared to a net loss of $[amount] for the same period in 2025. For the six months ended June 30, 2026, the company reported a net loss of $[amount], compared to a net loss of $[amount] for the same period in 2025. As of August 13, 2026, there were 71,630,992 shares of common stock issued and outstanding. The company’s management’s discussion and analysis of financial condition and results of operations is included in the report, along with notes to the condensed consolidated financial statements and other information.
Overview
CERo Therapeutics Holdings, Inc. (OTCQB: CERO) is an innovative immunotherapy company advancing the development of next generation engineered T cell therapeutics for the treatment of cancer. The company was previously known as Phoenix Biotech Acquisition Corp. and was formed in 2021 for the purpose of merging with or acquiring a business.
Going Concern
The company’s unaudited consolidated financial statements have been prepared under the assumption that it will continue as a going concern. However, as of June 30, 2026, the company had a working capital deficit of $30.9 million, an accumulated deficit of $97.8 million, and used $5.1 million in net cash for operating activities during the first half of 2026. This raises substantial doubt about the company’s ability to continue as a going concern within one year from the date the financial statements were issued. The company will need to raise additional capital to fund its research and development activities and meet its obligations.
Recent Developments
In 2026, the company issued several convertible promissory notes to raise additional funding, including:
- April 2026 Note: $437,500 principal, 10% interest, convertible into common stock
- Second April 2026 Note: $500,000 principal, 10% interest, convertible into common stock
- May 2026 Note: $937,500 principal, 10% interest, convertible into common stock
- June 2026 Note: $1,413,600 maximum principal, 10% interest, convertible into common stock
- July 2026 Note: $2,085,200 maximum principal, 10% interest, convertible into common stock
- August 2026 Note: $2,235,200 maximum principal, 10% interest, convertible into common stock
Corporate Developments
The company underwent two reverse stock splits in 2025, consolidating shares on a 1-for-100 and 1-for-20 basis.
In 2025, the company’s lead product candidate CER-1236 received FDA Orphan Drug Designation for the treatment of acute myeloid leukemia, as well as Fast Track Designation.
The company’s shares were delisted from Nasdaq in January 2026 and began trading on the OTCQB market.
Results of Operations
Revenue The company has not generated any revenue to date and does not expect to generate revenue from product sales in the foreseeable future. Any future revenue would depend on successful development and commercialization of its product candidates.
Operating Expenses
Research and Development (R&D) Expenses R&D expenses decreased from $5.7 million in the first half of 2025 to $4.1 million in the first half of 2026, primarily due to reduced clinical trial and manufacturing costs as the company’s lead program advanced. The company expects R&D expenses to increase in the future as it continues development of its product candidates.
General and Administrative (G&A) Expenses G&A expenses increased from $4.0 million in the first half of 2025 to $4.6 million in the first half of 2026, mainly due to higher stock-based compensation costs, partially offset by decreases in professional fees and other expenses.
Other Income (Expenses), Net Other income was $1.8 million in the first half of 2026 compared to other expenses of $0.8 million in the first half of 2025. This was primarily due to a $6.6 million gain on reevaluation of preferred stock liabilities, offset by $4.0 million in derivative expenses.
Liquidity and Capital Resources
As of June 30, 2026, the company had $937,500 in cash, cash equivalents, and restricted cash. The company used $5.1 million in net cash for operating activities in the first half of 2026.
The company believes the current cash on hand will not be sufficient to fund operations for the next 12 months. It will need to raise additional capital through equity or debt financing, or other means, in order to continue its research and development activities. The company’s ability to continue as a going concern is dependent on its ability to raise this additional funding.
