CERO THERAPEUTICS HOLDINGS, INC.
For the period ended Sep 30, 2025. Filed Nov 19, 2025.
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Sep 30, 2025 · Filed Nov 19, 2025
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Item 4. Controls and Procedures
Disclosure controls are procedures that are designed with the objective of ensuring that information required to be disclosed in our reports filed under the Exchange Act is recorded, processed, summarized, and reported within the time period specified in the SEC’s rules and forms. Disclosure controls are also designed with the objective of ensuring that such information is accumulated and communicated to our management, including the Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.
Evaluation of Disclosure Controls and Procedures
The Company’s Principal Executive Officer and Principal Financial Officer have evaluated the effectiveness of the Company’s disclosure controls and procedures as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended. Based on this evaluation, the certifying officers concluded that, as of the end of the period covered by this report, the Company’s disclosure controls and procedures were not effective due to the existence of material weaknesses in internal control over financial reporting.
Material Weaknesses Identified
The material weaknesses identified include:
| ● | A lack of sufficient personnel with appropriate technical accounting expertise and experience in U.S. GAAP and SEC reporting requirements; |
| ● | Inadequate processes for assessing and accounting for the impact of preferred stock conversions, including the failure to properly evaluate embedded features and related classification and measurement considerations; and |
| ● | Deficiencies in the initial recognition and valuation of investments in equity securities, including insufficient documentation and analysis supporting fair value determinations. |
These control deficiencies have resulted in the Company’s inability to timely file periodic reports and have led to errors in the initial accounting treatment of complex financial instruments.
Remediation Plan
Management is actively developing a remediation plan to address these material weaknesses. The plan includes:
| ● | Recruiting additional qualified accounting personnel with expertise in financial reporting and complex financial instruments; |
| ● | Engaging third-party consultants to assist with technical accounting matters; and |
| ● | Implementing enhanced financial reporting systems and internal controls. |
Execution of this remediation plan is contingent upon the availability of adequate financial resources.
Changes in Internal Control Over Financial Reporting
During the most recently completed fiscal quarter, there has been no change in our internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
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