CERO THERAPEUTICS HOLDINGS, INC.
For the period ended Dec 31, 2025. Filed Apr 15, 2026.
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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2025 · Filed Apr 15, 2026
CERO$0.010.0%Stored close · as of Jul 8, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-K
Period ended 2024-12-31; filed 2025-04-15.
0001213900-25-032134
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-K
Period ended 2025-12-31; filed 2026-04-15.
0001213900-26-044040
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 70 previous paragraphs and 76 current paragraphs.
40 unchanged; 11 reworded; 22 added; 18 removed; 1 previous and 3 current paragraphs rearranged.
Tables are not compared: 17 previous and 17 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (22)
Current report
On February 9, 2026 and on March 6, 2026, we issued and sold Convertible Notes for an aggregate purchase price of $1,500,000 ($750,000 each), having an aggregate principal face value of $1,875,000 ($937,500 each) to Keystone. Pursuant to the Convertible Notes, we may borrow, from time to time thereunder, up to a maximum aggregate amount not to exceed a sum of $2,000,000. The Convertible Notes bear interest at a rate of 10% per annum, mature on July 9, 2027 and August 6, 2027, respectively, and are convertible into shares of our Common Stock. At any time after the issuance of the Convertible Notes, Keystone, at its option, is entitled to convert all or any lesser portion of the outstanding principal amounts and accrued but unpaid interest into Common Stock at a conversion price equal to the lesser of (i) $0.05 and (ii) 80% of the average of the five lowest intraday trading prices during the 20 days prior to the day that Keystone requests conversion, unless otherwise modified by mutual agreement between the parties, subject to certain adjustments and limitations, including a beneficial ownership limitation of 4.99%.
Current report
Corporate Developments
Current report
Reverse Stock Splits
Current report
Investigational New Drug Application
Current report
In July 2025, CER-1236 received an FDA Orphan Drug Designation for the treatment of acute myeloid leukemia. In September 2025, the FDA granted Fast Track Designation to our lead investigational compound, CER-1236 for acute myeloid leukemia, which is in addition to the existing Orphan Drug Designation for the same compound. The FDA’s Fast Track Designation is designed to accelerate the development and review of therapies for serious or life-threatening conditions with unmet medical need. The designation provides us with the opportunity for increased FDA interactions, potential eligibility for priority review, and the ability to submit data on a rolling basis. Further, it also requires us to potentially provide expanded access to the investigational drug on an as approved basis under pre-specified conditions.
Current report
Fifth PIPE Financing
Current report
On October 14, 2025, we entered into the Fifth Securities Purchase Agreement, pursuant to which we agreed to issue and sell up to 9,750 shares of Series E Preferred Stock for an aggregate purchase price of up to $7 million in one or more closings. On October 16, 2025, we and the requisite buyers party to the Fifth Securities Purchase Agreement entered into Amendment No. 1 to the Securities Purchase Agreement (the “SPA Amendment”) to add an additional Buyer (as defined in the Fifth Securities Purchase Agreement) and increase the size of the Initial Closing (as defined in the Fifth Securities Purchase Agreement) by $500,000 to an aggregate of approximately $2.25 million of gross proceeds and reduce the size of the Additional Closings (as defined in the Fifth Securities Purchase Agreement) by an offsetting amount. There was no change to the aggregate amount of up to $7 million of proceeds to be funded pursuant to the Fifth Securities Purchase Agreement upon consummation of all of the Closings (as defined in the Fifth Securities Purchase Agreement) provided for therein. On October 16, 2025, pursuant to the Fifth Securities Purchase Agreement, we issued and sold, and the PIPE Investors purchased 3,816 shares of the Series E Preferred Stock for aggregate net proceeds of approximately $1.93 million, paid in cash. Each Additional Closing under the Fifth Securities Purchase Agreement is subject to a mutual option of the Company and certain PIPE Investors and satisfaction of customary closing conditions. The Fifth Securities Purchase Agreement includes the consent of the holders of the Company’s outstanding Series C and Series D convertible preferred stock to the issuance of the Series E Preferred Stockpari passu therewith, in consideration for the reduction of the conversion price for the Company’s outstanding Series C and Series D convertible preferred stock to $1.76, effective as of the date of the Fifth Securities Purchase Agreement.
Current report
November 2025 ELOC Transaction
Current report
On November 26, 2025, the Company entered into an agreement to issue and sell 729,596,950 shares of Common Stock under the November 2025 Keystone Purchase Agreement. As the November 2025 Keystone Purchase Agreement constitutes a continuation of the equity line program commenced under the February 2024 Purchase Agreement, the Commitment Shares issued to the Investor pursuant to the February 2024 Purchase Agreement shall satisfy in full the Company’s obligation to deliver any additional shares of Common Stock to the Investor as consideration for entering into the November 2025 Keystone Purchase Agreement.
Current report
As previously disclosed, on January 17, 2025, the Company received a letter setting forth the determination of a panel convened by Nasdaq (the “Nasdaq Panel”) granting the Company’s request for an extension (the “Extension”) to regain compliance with certain continued listing requirements of the Nasdaq Stock Market until April 22, 2025. The Company presented its plan (the “Plan”) for regaining compliance with such requirements at a hearing conducted on December 17, 2024. The Company’s Plan included completion of a reverse stock split, which occurred on January 8, 2025, and transferring the listing of its securities to the Nasdaq Capital Market, which was completed on February 12, 2025, and certain other conditions, including the satisfaction of the $2.5 million minimum stockholders’ equity requirement for continued listing on the Nasdaq Capital Market.
Current report
In addition, as previously disclosed, from November 2024 through December 31, 2025, the Company raised approximately $6.2 million of net proceeds from its equity line of credit, and an additional approximately $4.2 million of net proceeds from its public offering of shares of Common Stock, pre-funded warrants and warrants to purchase shares of Common Stock that closed on February 7, 2025 (the “February 2025 Offering”). As a result of such capital raising activities and the proceeds of the Private Placement received on the First Closing Date, as well as successful negotiations with certain service providers to reduce outstanding balances payable, the Company received a notification letter from Nasdaq on May 7, 2025, stating that the Company had regained compliance with the Nasdaq continued listing standard under Nasdaq Listing Rule 5550(b)(1), which requires, among other things, that the Company maintain at least $2.5 million in stockholders’ equity.
Current report
On June 11, 2025, we received a Bid Price Requirement Letter notifying us that, for the 30 consecutive business day period between April 25, 2025 through June 9, 2025, the closing bid price for our Common Stock was below the minimum $1.00 per share required for continued listing on The Nasdaq Capital Market set forth in Nasdaq Listing Rule 5550(a)(2), which is required for continued listing of the Common Stock on Nasdaq. We timely appealed the delisting determination by requesting a hearing before the Nasdaq Panel. Such request for a Nasdaq Panel hearing stayed the suspension of the Company’s securities. On July 7, 2025, Nasdaq informed us that they had determined that we have regained compliance with the Bid Price Requirement and were therefore in compliance with the continued listing requirements. As a result, Nasdaq canceled the hearing and the Common Stock will continue to be listed and traded on the Nasdaq Capital Market, subject to maintaining all listing standards.
Current report
On August 28, 2025, we received a letter from the staff at the Nasdaq Listing Qualifications department notifying us that such staff had determined that we do not comply with the Stockholders’ Equity Requirement. We previously had been out of compliance with Nasdaq continued listing requirements until, on May 7, 2025, we received a determination of the October 2025 Panel that we had regained compliance with such requirements. Accordingly, pursuant to Nasdaq Rule 5815(d)(4)(B), we are subject to a mandatory hearings panel monitor until one year after regaining compliance with such requirements. As a result, Nasdaq staff lack the discretion to grant us a cure period for demonstrating regaining compliance with the Stockholders’ Equity Requirement. The Nasdaq staff indicated that our securities would be suspended from trading on Nasdaq and delisted on September 8, 2025, subject to our right to appeal described below.
Current report
On September 3, 2025, we requested a hearing to appeal such determination before the October 2025 Panel. The hearing request stayed the suspension of the trading of our Common Stock and delisting thereof pending such hearing or any extension provided by the October 2025 Panel. The hearing was held on October 14, 2025.
Current report
On October 29, 2025, we received the determination of the October 2025 Panel to deny our request to continue the listing of our shares of Common Stock on Nasdaq and that the trading in our securities would be suspended at the open of trading on October 31, 2025. The Company’s shares of Common Stock commenced trading on OTCQB as of December 2, 2025. On January 29, 2026, after considering the written record in this matter, the Nasdaq Listing and Hearing Review Council issued its decision affirming the Panel’s decision to delist the Company’s securities from Nasdaq.
Current report
Other Income (Expenses), Net
Current report
On October 14, 2025, we entered into the Fifth Securities Purchase Agreement, pursuant to which we agree to issue and sell up to 9,750 shares of Series E Preferred Stock for an aggregate purchase price of up to $7 million in one or more closings. On October 16, 2025, we and the requisite buyers party to the Fifth Securities Purchase Agreement entered into Amendment No. 1 to the Securities Purchase Agreement (the “SPA Amendment”) to add an additional Buyer (as defined in the Fifth Securities Purchase Agreement) and increase the size of the Initial Closing (as defined in the Fifth Securities Purchase Agreement) by $500,000 to an aggregate of approximately $2.25 million of gross proceeds and reduce the size of the Additional Closings (as defined in the Fifth Securities Purchase Agreement) by an offsetting amount. There was no change to the aggregate amount of up to $7 million of proceeds to be funded pursuant to the Fifth Securities Purchase Agreement upon consummation of all of the Closings (as defined in the Fifth Securities Purchase Agreement) provided for therein. On October 16, 2025, pursuant to the Fifth Securities Purchase Agreement, we issued and sold, and the PIPE Investors purchased 3,816 shares of the Series E Preferred Stock for aggregate net proceeds of approximately $1.93 million, paid in cash.
Current report
On February 9, 2026, the Company issued and sold the February 2026 Note for a purchase price of $750,000, having a principal face value of $937,500 to Keystone, pursuant to which, the Company may borrow, from time to time thereunder, up to a maximum aggregate amount not to exceed a sum of $1,000,000. The February 2026 Note bears interest at a rate of 10% per annum, matures on July 9, 2027, and is convertible into shares of the Company’s Common Stock. On March 6, 2026, the Company issued and sold the March 2026 Note for a purchase price of $750,000, having a principal face value of $937,500 to Keystone, pursuant to which, the Company may borrow, from time to time thereunder, up to a maximum aggregate amount not to exceed a sum of $1,000,000. The March 2026 Note bears interest at a rate of 10% per annum, matures on August 6, 2027, and is convertible into shares of the Company’s Common Stock. At any time after the issuance of the February 2026 Note and March 2026 Note, Keystone, at its option, is entitled to convert all or any lesser portion of the outstanding principal amounts and accrued but unpaid interest into Common Stock at a conversion price equal to the lesser of (i) $0.05 and (ii) 80% of the average of the 5 (five) lowest intraday trading prices during the 20 (twenty) days prior to the day that the Lender requests conversion, unless otherwise modified by mutual agreement between the parties, subject to certain adjustments and limitations, including a beneficial ownership limitation of 4.99%.
Current report
Net cash provided by investing activities
Current report
Net cash provided by investing activities for the year ended December 31, 2025 amounted to $500,000 as compared to $0 for the year ended December 31, 2024. During the year ended December 31, 2025, we received $500,000 from the sale of equity securities.
Current report
We did not have any investing activities during the year ended December 31, 2024.
Current report
During the year ended December 31, 2025, net cash provided by financing activities of $14,020,000 was primarily attributable to the receipt of net proceeds of $500,000 from the exercise of Series A Preferred Warrants, net proceeds of $5,156,000 from the sale of Common Stock under the ELOC and collection of stock subscription receivables, net proceeds of $2,561,000 from the sale of Series D Preferred Stock, net proceeds of $1,926,000 from the sale of Series E Preferred Stock and net proceeds from sale of Common Stock and pre-funded warrants of $4,273,000, offset by the cash redemption of Series C Preferred Stock of $395,000 and the payment of offering costs of $105,000.
Removed paragraphs (18)
Previous report
Reverse Stock Split
Previous report
February 2025 Offering
Previous report
On February 7, 2025, we closed our reasonable best efforts public offering, with participation from a member of our board of directors and a single institutional investor, for the purchase and sale of (i) 2,551,020 shares of Common Stock or common stock equivalents in lieu thereof; and (ii) February 2025 Common Warrants to purchase up to 2,551,020 shares of common stock, at a combined public offering price of $1.96 per share and warrant. In connection with the offering, on February 5, 2025, we entered into the SPA with the investors. Such transaction is referred to as the “February 2025 Offering.” The shares of Common Stock and the Warrants described above and the shares of Common Stock underlying the Warrants were offered pursuant to the Registration Statement on Form S-1 (File No. 333-284007), as amended, which was declared effective by the Securities and Exchange Commission on February 5, 2025. In connection with this offering, we received net proceeds of approximately $4.5 million.
Previous report
Investigational New Drug Application Submission
Previous report
On June 28, 2024, the Company submitted an Investigational New Drug Application (“IND”) for its product candidate, CER-1236, to FDA. On July 26, 2024, the Company was informed by the FDA that it has placed a clinical hold on the IND. The FDA indicated that the clinical hold has been placed as a result of insufficient data provided with regard to two issues within pharmacology and toxicology of CER-1236. The FDA indicated that, within 30 calendar days, it would provide a detailed official hold letter and requested that the Company hold its response until after receipt of such letter (the “Hold Letter”).
Previous report
The Company received the Hold Letter on July 26, 2024 and submitted a complete response letter to the FDA on October 21, 2024 in which the Company requested a meeting to address the FDA’s questions.
Previous report
On November 15, 2024, the Company received notice from the FDA that the IND for CER-1236 was cleared. The Company currently anticipates beginning clinical trials in the first half of 2025. We submitted a second IND application for the investigation of CER-T cell therapy in NSCLC and ovarian cancer, which was accepted by the FDA on March 27, 2025.
Previous report
On July 19, 2024, the Company received a letter (the “Bid Price Requirement Letter”) from the staff at The Nasdaq Global Market notifying the Company that, for the 30 consecutive trading days prior to the date of the Bid Price Requirement Letter, the closing bid price for the Common Stock had not been in compliance with the Bid Price Requirement. On October 23, 2024, the trading price for CERo common stock closed under $0.10 and was the tenth consecutive trading day to do so. On October 24, 2024, the Company received a letter from the staff at The Nasdaq Global Market notifying the Company that, because its Common Stock had a closing bid price of $0.10 or less for ten consecutive trading days, it was no longer eligible to rely upon the 180-day cure period set forth in the Bid Price Requirement Letter.
Previous report
On July 19, 2024, the Company also received the MVPHS Letter notifying the Company that, for the 30 consecutive trading days prior to the date of the MVPHS Letter, the Common Stock had not been in compliance with the MVPHS Requirement.
Previous report
Such letters are in addition to the letter from The Nasdaq Global Market received by the Company on May 2, 2024 (the “MVLS Letter” and, together with the Bid Price Requirement Letter and the MVPHS Letter, the “Letters”) notifying the Company that, for the 30 consecutive trading days prior to the date of such MVLS Letter, the Common Stock had traded at a value below the minimum $50,000,000 “Market Value of Listed Securities” (“MVLS”) requirement set forth in Nasdaq Listing Rule 5450(b)(2)(A), which is required for continued listing of the Common Stock on The Nasdaq Global Market (the “MVLS Requirement”). On October 30, 2024, the Company received a letter from the staff at The Nasdaq Global Market notifying the Company that it had not regained compliance with the MVLS Requirement within the 180-day compliance period set forth in the MVLS Letter.
Previous report
Each of the Bid Price Requirement and MVLS Requirement deficiencies results in the commencement of delisting proceedings. However, the Company attended a hearing before the Nasdaq Panel on December 17, 2024, at which the Company submitted a plan for regaining compliance. Notwithstanding that applicable Nasdaq rules provide a 180-day compliance period to regain compliance with the MVPHS Requirement, the plan submitted by the Company in connection with such hearing, as required by applicable Nasdaq requirements, demonstrated a pathway to compliance with all applicable deficiencies.
Previous report
On January 17, 2025, the Nasdaq Panel granted the Company’s request for an extension of the deadline for regaining compliance with Nasdaq listing requirements to April 22, 2025, subject to Nasdaq Conditions. Pursuant to the Nasdaq Conditions, the Company shall demonstrate compliance with the Bid Price Requirement and apply to transfer its listing to the Nasdaq Capital Market on or prior to January 22, 2025. The Company is also required to satisfy the $2.5 million stockholders’ equity requirement of the Nasdaq Capital Market on or prior to April 22, 2025, submit certain plans to Nasdaq and make certain disclosures.
Previous report
On February 12, 2025, we received a letter from Nasdaq confirming that we have regained compliance with the Bid Price Requirement and we have been moved to the Nasdaq Capital Market, as required by the Nasdaq Panel.
Previous report
Regaining compliance with the Bid Price Requirement is one of the conditions set forth by the Nasdaq Panel in its previously disclosed decision granting our request for an extension to regain compliance with certain Nasdaq continued listing requirements until April 22, 2025. We continue to make progress towards satisfaction of the other conditions. Nevertheless, as of the date of this Annual Report, the trading price of our Common Stock is below the Bid Price Requirement and we have not satisfied the $2.5 million stockholder’s equity requirement. We cannot assure you that we will obtain compliance with these requirements in a timely manner, or at all.
Previous report
Warrant Issuances
Previous report
On December 23, 2024, the Company issued warrants to purchase an aggregate of 84,061 shares of Common Stock, with an exercise price of $5.61 per share, which was the closing price of the Common Stock on Nasdaq on December 20, 2024, to certain institutional investors as a condition to the exercise of Preferred Warrants held thereby. On January 6, 2025, the Company issued additional warrants to purchase an aggregate of 163,853 shares of Common Stock, with an exercise price of $5.82 per share, which was the closing price of the Common Stock on Nasdaq on January 3, 2025, to an institutional investor as a condition to the exercise of Preferred Warrants held thereby. Such number of shares gives effect to the Reverse Stock Split.
Previous report
Other Income, Net
Previous report
Earnout liability *-*As a result of the Merger in February 2024, the Company recognized an earnout liability of $4.9 million on the merger date. The earnout liability is measured using unobservable (Level 3) inputs and was included in current liabilities on balance sheet. The Company estimated the fair value of the earnout liability by applying a Monte-Carlo simulation method using the Company’s projection of future operating results and the estimated probability of achievement of the earnout target metrics. The Monte-Carlo simulation is a generally accepted statistical technique used to generate a defined number of valuation paths in order to develop a reasonable estimate of the fair value of the earnout liability. The liability is remeasured to fair value using the Monte-Carlo simulation method at each reporting period, and the change in fair value is recognized in other income (expense) until the contingency is resolved. During the year ended December 31, 2024, the Company recorded a gain from change of fair value of the earnout liability of $4,880,000, which is included in other income, net on the accompanying consolidated statement of operations.
Reworded paragraphs (11)
Previous wording
In addition, the holders of Predecessor common stock and Predecessor preferred stock have the contingent right to receive the Earnout Shares. At the Closing, the Company issued three pools of shares of Common Stock subject to forfeiture if the applicable conditions to transferability thereof are not satisfied: (i) 12,000 shares of Common Stock (giving retroactive effect to the Reverse Stock Split), which will be fully vested upon the achievement of certain adjusted stock price-based earnout targets or upon a qualifying transaction (ii) 8,750 shares of Common Stock (giving retroactive effect to the Reverse Stock Split), pursuant to a Letter Agreement, dated as of February 14, 2024 which were fully vested at Closing of the Merger and which were issued as an offset to the Sponsor Share Forfeiture Agreement, and (iii) 10,000 shares of Common Stock (giving retroactive effect to the Reverse Stock Split), which were fully vested upon the June 28, 2024 achievement of certain regulatory milestone-based earnout targets.
Current wording
In addition, the holders of Predecessor common stock and Predecessor preferred stock have the contingent right to receive the Earnout Shares. At the Closing, the Company issued three pools of shares of Common Stock subject to forfeiture if the applicable conditions to transferability thereof are not satisfied: (i) 600 shares of Common Stock (giving retroactive effect to the Reverse Stock Splits), which will be fully vested upon the achievement of certain adjusted stock price-based earnout targets or upon entering into a change of control agreement, (ii) 438 shares of Common Stock (giving retroactive effect to the Reverse Stock Splits), pursuant to a Letter Agreement, dated as of February 14, 2024 which were fully vested at Closing of the Merger and which were issued as an offset to the Sponsor Share Forfeiture Agreement, and (iii) 500 shares of Common Stock (giving retroactive effect to the Reverse Stock Splits), which were fully vested upon the June 28, 2024 achievement of certain regulatory milestone-based earnout targets.
Previous wording
As consideration for the Merger, the Company issued to Predecessor stockholders an aggregate of 84,483 shares of Common Stock, including 22,000 Earnout Shares and 3,733 shares issuable upon exercise of rollover options or warrants (giving retroactive effect to the Reverse Stock Split).
Current wording
As consideration for the Merger, the Company issued to Predecessor stockholders an aggregate of 4,038 shares of Common Stock, including 1,100 Earnout Shares and 187 shares issuable upon exercise of rollover options or warrants (giving retroactive effect to the Reverse Stock Splits).
Previous wording
The Company anticipates that its general and administrative expenses will increase in the future as the Company increases headcount and contracted services for operational support for expanded operations and infrastructure. The Company also anticipates that general and administrative expenses will increase as a result of expenses for accounting, audit, legal and consulting services, as well as costs associated with maintaining compliance with Nasdaq listing rules and SEC requirements, director and officer liability insurance, investor and public relations activities and other expenses associated with operating as a public company.
Current wording
The Company anticipates that its general and administrative expenses will increase in the future as the Company increases headcount and contracted services for operational support for expanded operations and infrastructure. The Company also anticipates that general and administrative expenses will increase as a result of expenses for accounting, audit, legal and consulting services, as well as costs associated with maintaining compliance with SEC requirements, director and officer liability insurance, investor and public relations activities and other expenses associated with operating as a public company.
Previous wording
Research and development expenses were $7.6 million for the year ended December 31, 2024, compared to $5.3 million for the year ended December 31, 2023, reflecting an increase of $1.8 million. The increase was related to increased R&D activity as the Company prepared and filed the IND for CER-1236, prepared for the clinical trial initiation, and conducted additional experiments in response to the FDA questions related to the IND. Clinical expenses increased $0.2 million, and scientific consulting expenses increased $1.2 million in the year ended December 31, 2024, due to activities related to the preparation of the IND and responses to questions from the FDA, and preparation for the anticipated clinical trial for CER-1236. Additional studies required to address FDA questions increased preclinical study costs by $0.3 million.
Current wording
Research and development expenses were $10.4 million for the year ended December 31, 2025, compared to $7.1 million for the year ended December 31, 2024, reflecting an increase of $3.3 million. The increase was related to increased R&D activity as the Company prepared and filed the IND for CER-1236, prepared for the clinical trial initiation, and conducted additional experiments in response to the FDA questions related to the IND. Clinical expenses increased $3.2 million, and scientific consulting expenses increased $0.9 million in the year ended December 31, 2025, due to activities related to preparation of the IND and responses to questions from the FDA, and the continuation of the clinical trial for CER-1236.
Previous wording
General and administrative expenses were $9.1 million for the year ended December 31, 2024, compared to $2.4 million for the year ended December 31, 2023, reflecting an increase of $6.7 million. The increase in the year ended December 31, 2024, over the year ended December 31, 2023, was partially due to a $1.8 million expense consisting of the remaining underwriting fees from the PBAX initial public offering, which were earned on the consummation of the business combination. Additionally, the hiring of senior management in G&A resulted in an increase of $2.0 million, including recruiting fees. Legal fees increased $1.0 million and business consulting increased $0.8 million in the year ended December 31, 2024, versus the year ended December 31, 2023. Expenses related to services required for SEC compliance, such as printing and transfer agency fees, increased $0.5 million and public company insurance coverage increased insurance expenses $0.5 million in the year ended December 31, 2024, compared to the year ended December 31, 2023. Corporate communications and director fees each increased $0.2 million in the year ended December 31, 2024 compared to the year ended December 31, 2023. The additional expenses are all driven by the increased expenses of operational compliance as a public company.
Current wording
General and administrative expenses were $8.1 million for the year ended December 31, 2025, compared to $9.1 million for the year ended December 31, 2024, reflecting a decrease of $1.0 million. The decrease in the year ended December 31, 2025 over the year ended December 31, 2024 was partially due to a decrease of $1.8 million in expense consisting of the remaining underwriting fees from the PBAX initial public offering, which were earned on the consummation of the business combination in 2024. Additionally, legal and other professional fees decreased $0.5 million in the year ended December 31, 2025, versus the year ended December 31, 2024. These decreases were offset by the following increases in general and administrative expense in 2025 versus 2024: (i) the hiring of senior management in G&A resulted in an increase of $1.1 million, (ii) expenses related to services required for SEC compliance, such as printing and transfer agency fees, increased $0.2 million; and (iii) public relations and communications expenses increased $0.2 million in the year ended December 31, 2025, compared to the year ended December 31, 2024.
Previous wording
Other income was $7.9 million for the year ended December 31, 2024, compared to $0.4 million for the year ended December 31, 2023, reflecting an increase of $7.5 million. The increase in 2024 as compared to 2023 was primarily due to the $4.8 million positive change in value of the Company’s earnout liability and the $0.4 million gain recorded for the change in value of the Predecessor’s preferred stock warrant liability in the year ended December 31, 2024. Additionally, settlement of vendor liabilities in 2024 resulted in a $3.3 million increase in other income in 2024. This other income was offset by an increase in other expenses attributable to an increase in registration and other penalties of $0.6 million and a decrease in interest income of $0.1 million.
Current wording
Other expenses, net was $(1.5) million for the year ended December 31, 2025, compared to other income, net of $7.9 million for the year ended December 31, 2024, reflecting a negative change of $9.4 million. The negative change in 2025 as compared to 2024 was primarily due to the recording of a $4.9 million gain from the change in value of the Company’s earnout liability and the $0.3 million gain recorded for the change in value of the Predecessor’s preferred stock warrant liability in the year ended December 31, 2024 as compared to $0 in the year ended December 31, 2025. Additionally, settlement of vendor liabilities in 2024 resulted in a $3.3 million increase in other income in 2024. In 2024, we recorded other expenses attributable to registration and other penalties of $0.6 million as compared to $0 during the year ended December 31, 2025. During the year ended December 31, 2025, we recorded a write-off of deferred offering costs of $0.6 million and recorded an inducement expense of $0.9 million compared to $0 in the year ended December 31, 2024.
Previous wording
For the years ended December 31, 2024 and 2023, net loss amounted to $8.3 million and $7.3 million, respectively, an increase of $1.0 million, or 13.9%. During 2024, in connection with our Series A and Series B preferred stock conversions and the repricing of Series A Warrants, we recorded a deemed dividend of $2.8 million. Accordingly, for the years ended December 31, 2024 and 2023, net loss attributable to common stockholders amounted to $11.1 million, or $(19.14) per common share, and $7.3 million, or $(97.90) per common share, respectively.
Current wording
For the years ended December 31, 2025 and 2024, net loss amounted to $19.9 million and $8.3 million, respectively, an increase of $11.6 million, or 140.0%. During 2025, in connection with our Series A, Series B, Series C, Series D and Series E preferred stock conversions and the lowering of conversion prices, the redemption of Series C Preferred Stock at a premium and the lowering of the Series C Common Warrant exercise price, we recorded a deemed dividend of $75.6 million. Accordingly, for the years ended December 31, 2025, net loss attributable to common stockholders amounted to $95.5 million, or $(22.58) per common share. During 2024, in connection with our Series A and Series B preferred stock conversions and the repricing of Series A Warrants, we recorded a deemed dividend of $2.8 million. Accordingly, for the year ended December 31, 2024, net loss attributable to common stockholders amounted to $11.1 million, or $(1,571.00) per common share.
Previous wording
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. The Company’s ability to continue as a going concern is dependent on its ability to raise additional capital to fund its R&D activities and meet its obligations on a timely basis. As of December 31, 2024, the Company reported $3.3 million of cash and cash equivalents, with an accumulated deficit of $70.9 million. On February 5, 2025, the Company entered into a securities purchase agreement (the “SPA”), with participation from a member of the Board and a single institutional investor, for the purchase and sale of (i) 2,551,020 shares of Common Stock or Common Stock equivalents in lieu thereof; and (ii) February 2025 Common Warrants to purchase up to 2,551,020 shares of Common Stock at an exercise price of $1.96. In connection with such offering, the Company received net proceeds of approximately $4.5 million. Additionally, since December 31, 2024, the Company received net proceeds from the exercise of the remaining Series A Warrants, the collection of subscriptions receivable and equity line of credit fundings of approximately $2.5 million. Additional funds are necessary to maintain current operations and to continue R&D activities. However, there can be no assurance that sufficient funding will be available to allow the Company to successfully continue its R&D activities and planned regulatory filings with the FDA. If the Company is unable to obtain the necessary funds, significant reductions in spending and the delay or cancellation of planned activities may be necessary. These actions would have a material adverse effect on the Company’s business, results of operations, and prospects. These conditions raise substantial doubt about the Company’s ability to continue as a going concern within one year from the date these accompanying financial statements are issued. The accompanying financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might result from the outcome of this uncertainty.
Current wording
The Company, therefore, anticipates that substantial additional funding will be needed in connection with its continuing operations. As of December 31, 2025, the Company had approximately $1.7 million in cash, restricted cash, and cash equivalents, a working capital deficit of approximately $6.4 million, and an accumulated deficit of approximately $90.8 million. Additionally, during the year ended December 31, 2025, the Company used approximately $16.2 of net cash in operating activities. The Company intends to devote most of the available cash to the preclinical and clinical development of its product candidates and public company compliance costs. Based on current business plans, the Company believes that the cash available as of December 31, 2025 will not fund its operations and capital requirements for 12 months after the filing of these financial statements for the year ended December 31, 2025. The Company has arranged two equity lines of credit, one providing for the sale of up to 25,000,000 newly issued shares of Common Stock and the other providing for the purchase of up to $17.5 million of Common Stock on the satisfaction of certain conditions. The Company has no guarantee that the conditions will be satisfied to require the purchase of all, or any additional amount, of the ELOC funds. During the year ended December 31, 2025, we received net proceeds from the sale of pre-funded warrants, exercise of the remaining Series A Preferred Warrants, the collection of stock subscriptions receivable and ELOC fundings. Furthermore, during the year ended December 31, 2025, we received net proceeds from the sales of Series D Preferred Stock of approximately $2.6 million and the sales of Series E Preferred Stock of approximately $1.9 million. Additional funds are necessary to maintain current operations and to continue R&D activities. However, there can be no assurance that sufficient funding will be available to allow the Company to successfully continue its R&D activities and planned regulatory filings with the FDA. If the Company is unable to obtain the necessary funds, significant reductions in spending and the delay or cancellation of planned activities may be necessary. These actions would have a material adverse effect on the Company’s business, results of operations, and prospects. These conditions raise substantial doubt about the Company’s ability to continue as a going concern within one year from the date these financial statements are issued. These financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might result from the outcome of this uncertainty.
Previous wording
The Company, therefore, anticipates that substantial additional funding will be needed in connection with its continuing operations. At December 31, 2024, the Company had $3.3 million in cash and cash equivalents. The Company intends to devote most of the available cash to the preclinical and clinical development of its product candidates and public company compliance costs. Based on current business plans, the Company believes that the cash available at December 31, 2024 will not fund its operations and capital requirements for 12 months after the filing of the audited financial statements for the year ended December 31, 2024. The Company has arranged two equity lines of credit, one providing for the sale of up to 25,000,000 newly issued shares of Common Stock and the other providing for the purchase of up to $25 million of Common Stock on the satisfaction of certain conditions. The Company has no guarantee that the conditions will be satisfied to require the purchase of all, or any additional amount, of the ELOC funds. On February 5, 2025, the Company entered into the SPA, with participation from a member of the Company’s Board and a single institutional investor, for the purchase and sale of (i) 2,551,020 shares of our common stock or common stock equivalents in lieu thereof; and (ii) February 2025 Common Warrants to purchase up to 2,551,020 shares of common stock, at a combined public offering price of $1.96 per share and warrant. In connection with this offering, the Company received net proceeds of approximately $4.5 million. Additionally, since December 31, 2024, the Company received net proceeds from the exercise of the remaining Series A Preferred Warrants, the collection of subscriptions receivable and ELOC fundings of approximately $2.5 million. Any estimate as to how long the Company expects the net proceeds from the ELOC funding may fund the Company’s operations is based on assumptions that may prove to be wrong, and the Company could use its available capital resources sooner than its current expectations. Changing circumstances, some of which may be beyond the Company’s control, could result in less cash and cash equivalents available to fund operations or cause the Company to consume capital significantly faster than currently anticipated, and the Company may need to seek additional funds from additional sources sooner than planned.
Current wording
Any estimate as to how long the Company expects the net proceeds from the ELOC and Series E Preferred Stock funding may fund the Company’s operations is based on assumptions that may prove to be wrong, and the Company could use its available capital resources sooner than its current expectations. On October 31, 2025, the Common Stock ceased trading on Nasdaq as a result of the Panel’s delisting determination. The OTC Markets are expected to be less liquid markets for the Common Stock. Such lack of liquidity may make it more difficult for us to raise capital. Changing circumstances, some of which may be beyond the Company’s control, could result in less cash and cash equivalents available to fund operations or cause the Company to consume capital significantly faster than currently anticipated, and the Company may need to seek additional funds from additional sources sooner than planned.
Previous wording
Net cash used in operating activities for the year ended December 31, 2023 primarily reflected a net loss of $7.3 million, adjusted for the reconciliation of non-cash items such as depreciation expense of $0.5 million, stock-based compensation of $0.1 million, amortization of right-of-use asset of $0.7 million and a gain on revaluation of the preferred stock warrant liability of $0.3 million, and changes in operating asset and liabilities primarily consisting of an increase in prepaid expenses and other current assets of $0.1 million, an increase in accounts payable of $1.3 million, and a decrease in operating lease liabilities of $0.7 million.
Current wording
Net cash used in operating activities for the year ended December 31, 2025 primarily reflected a net loss of $19,920,000, adjusted for the reconciliation of non-cash items such as depreciation expense of $282,000, stock-based compensation of $1,096,000, stock-based inducement expense of $864,000, write off of deferred offering costs of $605,000, and amortization of right-of-use asset of $804,000, and changes in operating asset and liabilities primarily consisting of an increase in prepaid expenses and other current assets of $797,000, an increase in accounts payable of $1,930,000, a decrease in accrued liabilities of $406,000, an increase in insurance financing liability of $338,000, and a decrease in operating lease liabilities of $876,000.
Previous wording
Net cash provided by financing activities for the year ended December 31, 2024 amounted to $13.73 million as compared to $0.6 million for the year ended December 31, 2023.
Current wording
Net cash provided by financing activities for the year ended December 31, 2025 amounted to $13.9 million as compared to $13.7 million for the year ended December 31, 2024.
Rearranged current paragraphs (3)
Current report — wording carried from elsewhere
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. The Company’s ability to continue as a going concern is dependent on its ability to raise additional capital to fund its R&D activities and meet its obligations on a timely basis. As of December 31, 2025, the Company reported approximately $1.7 million of cash and cash equivalents, a working capital deficit of approximately $6.4 million, and an accumulated deficit of approximately $90.8 million. Additionally, during the year ended December 31, 2025, the Company used approximately $16.1 of net cash in operating activities.
Current report — wording carried from elsewhere
During the year ended December 31, 2025, we received net proceeds from the sale of pre-funded warrants. exercise of the remaining Series A Preferred Warrants, the collection of stock subscriptions receivable and ELOC fundings. Furthermore, during the year ended December 31, 2025, we received net proceeds from the sales of Series D Preferred Stock of approximately $2.6 million and the sales of Series E Preferred Stock of approximately $1.9 million. Additional funds are necessary to maintain current operations and to continue R&D activities. However, there can be no assurance that sufficient funding will be available to allow the Company to successfully continue its R&D activities and planned regulatory filings with the FDA. If the Company is unable to obtain the necessary funds, significant reductions in spending and the delay or cancellation of planned activities may be necessary. These actions would have a material adverse effect on the Company’s business, results of operations, and prospects. These conditions raise substantial doubt about the Company’s ability to continue as a going concern within one year from the date the consolidated financial statements are issued. These consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might result from the outcome of this uncertainty.
Current report — wording carried from elsewhere
At 12:01 a.m. Eastern time on June 13, 2025, we effected the Reverse Stock Split pursuant to which each 20 shares of our Common Stock outstanding immediately prior thereto was converted into 1 share of our Common Stock outstanding immediately thereafter.
Rearranged previous paragraphs (1)
Previous report — wording carried elsewhere
During the year ended December 31, 2023, net cash provided by financing activities of $0.6 million was primarily attributable to the receipt of net proceeds of $0.6 million from the issuance of convertible notes payable.