Accounting Policies, by Policy (Policies) |
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| Summary of Significant Accounting Policies [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Basis of presentation | Basis of presentation – The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and the applicable rules and regulations of the SEC. In the opinion of management, the accompanying condensed consolidated financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented.
These unaudited condensed consolidated financial statements do not include all of the information and footnotes required by GAAP for complete financial statements and should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on April 15, 2026. The results of operations for the three and nine months ended September 30, 2026 are not necessarily indicative of the results to be expected for the full year ending December 31, 2026 or for any future interim period.
The accompanying unaudited condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary, CERo Therapeutics, Inc., which was incorporated under the laws of Delaware on September 23, 2016. All significant intercompany balances and transactions have been eliminated in consolidation. |
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| Reverse stock splits | Reverse stock splits – On January 8, 2025, the Company effected a reverse stock split of our shares of common stock at a ratio of 1-for-100 and on June 13, 2025, the Company effected a reverse stock split of our shares of common stock at a ratio of 1-for-20 (the “Reverse Stock Splits”). The Company’s common stock continued to trade, prior to the Nasdaq Delisting, on Nasdaq on a post-split basis under the Company’s existing trading symbol, “CERO”.
All of the Company’s historical share and per share information related to issued and outstanding common stock and outstanding options and warrants exercisable for common stock in these consolidated financial statements have been adjusted, on a retroactive basis, to reflect the Reverse Stock Splits. |
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| Going Concern | Going concern – The accompanying unaudited condensed consolidated 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 research and development (“R&D”) activities and meet its obligations on a timely basis. As of September 30, 2026, the Company reported $650,681 of cash, restricted cash, and cash equivalents, a working capital deficit of approximately $19.3 million, and an accumulated deficit and stockholders’ deficit of approximately $93.7 million and $18.8 million, respectively. Additionally, during the nine months ended September 30, 2026, the Company used approximately $8.1 million of net cash in operating activities, had a net loss of approximately $2.9 million and has no revenues. The Company intends to devote most of the available cash to the 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 September 30, 2026 will not fund its operations and capital requirements for one year after the date these unaudited condensed consolidated financial statements are issued. During the nine months ended September 30, 2026, we received aggregate net proceeds of $7.1 million, consisting of $700,491 from the sale of common stock in connection with ELOC fundings, $4,485,200 from the issuance of Convertible Notes and $1,925,600 of net advances under the Consolidated Note.
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 unaudited condensed consolidated financial statements are issued. These unaudited condensed 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.
On October 6, 2026, the Company entered into a Stock Purchase Agreement providing for the sale of its wholly owned operating subsidiary (see Note 15). If the Transaction is completed, the Company will no longer own the operating business through which it conducts its research and development activities, and its remaining assets would consist principally of the consideration received. The Transaction remains subject to closing conditions and there can be no assurance it will be completed. |
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| Use of estimates | Use of estimates – The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent liabilities at the date of the financial statements, and the reported amounts of expenses incurred during the reporting period. Items subject to such estimates and assumptions include the fair value of derivative liabilities, the fair value of preferred stock liabilities, the fair value of stock-based compensation expense, the present value of right-of-use assets and lease liabilities, the valuation of earnout liability, the value of deemed dividends and inducement expense, and the valuation allowance associated with deferred tax assets. Actual results could differ from those estimates. |
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| Cash, restricted cash, and cash equivalents | Cash, restricted cash, and cash equivalents – The Company considers all highly liquid investments with an original maturity from the date of purchase of three months or less to be cash equivalents. As of September 30, 2026 and December 31, 2025, cash and cash equivalents consist of cash deposited with banks, including a money market sweep account, and restricted cash of $194,756 and $74,756, respectively, held on account by financial institutions as collateral for a demand letter of credit issued as a real estate security deposit. The demand letter of credit for $74,756 secured the Company’s obligations under the operating lease that expired in September 2026. The related collateral remained restricted at September 30, 2026 and is expected to be released upon termination of the letter of credit. The demand letter of credit for $120,000 will expire at the end of the Company’s new operating lease in September 2028 and is included in non-current assets. |
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| Investment in equity securities | Investment in equity securities - The Company’s investment in equity securities consisted of Series D Preferred Stock of Stella Diagnostics, Inc. (“Stella”), which was held by the Company as of June 30, 2025 and sold during the three months ended September 30, 2025. There was no gain or loss on the sale. Investments in equity securities were initially measured at cost. Cost was based upon either the cost of the investment or the estimated market value of the investment at the time it was acquired, whichever can be more clearly determined. The Company elected the measurement alternative for equity securities without readily determinable fair values. Under this alternative, if the Company identified an observable price change in an orderly transaction for an identical or similar investment of the same issuer, the Company measured the equity security at fair value as of the date that the observable transaction occurred. Any adjustments resulting from observable price changes were recognized in earnings. The Company monitored these investments for changes in observable prices from orderly transactions and assesses them for impairment. If an equity security was deemed to be impaired, an impairment loss is recognized in earnings, measured as the difference between the investment’s cost and its fair value at the impairment assessment date. |
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| Concentration of credit risk | Concentration of credit risk – Financial instruments that potentially subject the Company to credit risk consist primarily of cash, restricted cash, and cash equivalents. The Company’s cash, restricted cash, and cash equivalents are on deposit with two financial institutions that management believes are of sufficiently high credit quality. Deposits at any of the Company’s financial institutions may, at times, exceed federal insured limits. As of September 30, 2026, deposits in excess of federal insured limits amounted to approximately $196,000. |
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| Investor concentrations | Investor concentrations – Generally, the Company receives substantially all of its funding from two investors. The loss of these investors would have a material adverse effect on the Company’s consolidated results of operations and financial condition. If the Company is unable to obtain the necessary funds from new investors, 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. |
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| Property and equipment | Property and equipment – Property and equipment are stated at cost, less accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful lives of the respective assets, generally three to five years or the remaining lease term for leasehold improvements, if shorter. Expenditures for repairs and maintenance are charged to expense as incurred. Upon disposition, the cost and related accumulated depreciation are removed from the accounts and the resulting gain or loss is reflected in the consolidated statements of operations. |
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| Impairment of long-lived assets | Impairment of long-lived assets – The Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. When such an event occurs, management determines whether there has been an impairment by comparing the anticipated undiscounted future net cash flows to the related asset’s carrying value. If an asset is considered impaired, the asset is written down to fair value, which is determined based either on discounted cash flows or appraised value, depending on the nature of the asset. Through September 30, 2026, the Company has not experienced any impairment losses on its long-lived assets. |
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| Leases | Leases – The Company determines whether an arrangement is or contains a lease at inception. Operating lease right-of-use (“ROU”) assets and operating lease liabilities are recognized at the lease commencement date based on the present value of lease payments over the lease term. The lease term includes options to extend or terminate the lease only when the Company is reasonably certain to exercise them.
The Company’s leases do not provide an implicit rate. The Company therefore uses its incremental borrowing rate, based on information available at the commencement date, to determine the present value of lease payments. The ROU asset also includes lease payments made at or before commencement and initial direct costs, and is reduced by lease incentives.
Lease cost for operating leases is recognized on a straight-line basis over the lease term. Variable lease payments are expensed as incurred and are not included in the measurement of ROU assets and lease liabilities. Examples include the Company’s share of operating expenses and taxes above base-year amounts, and charges for excess services.
The Company has elected the practical expedient to account for lease and non-lease components together as a single lease component for its real estate leases. It has also elected not to recognize ROU assets and lease liabilities for leases with a term of 12 months or less. |
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| Derivative financial instruments | Derivative financial instruments – The Company evaluates financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”. Derivative instruments are initially recorded at fair value on the issuance date and re-valued at each reporting date, with changes in the fair value reported in the consolidated statements of operations. Derivative assets and liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. |
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| Preferred stock liabilities | Preferred stock liabilities – The Company accounts for its convertible preferred stock as either equity or as a liability based on an assessment of the instrument’s rights and preferences under ASC 480 and ASC 815.
Under ASC 815-40, Derivatives and Hedging — Contracts in Entity’s Own Equity, a contract may be classified in equity only if the Company has sufficient authorized and unissued shares of common stock available to settle it. In May 2026, the issuance of additional convertible promissory notes and the reduction of the conversion price of the Company’s outstanding preferred stock from $0.05 to $0.01 per share caused the number of shares of common stock potentially issuable upon conversion or exercise of all outstanding instruments to exceed the Company’s authorized but unissued shares.
When authorized shares are insufficient, the Company applies a sequencing policy based on the latest inception date, under which instruments with the most recent inception dates are reclassified first. The Company’s sequencing policy is applied to its convertible preferred stock and to the embedded conversion features of its convertible notes payable. Share-based payment awards issued under the 2024 Plan and accounted for under ASC 718 are excluded from the sequencing policy.
Applying this policy, the Company determined that its Series E Convertible Preferred Stock no longer qualified for equity classification on May 5, 2026, and that its Series D Convertible Preferred Stock no longer qualified for equity classification on June 30, 2026. On each date the Company reclassified the instrument from stockholders’ equity to preferred stock liabilities at its fair value, resulting in reclassifications of $12,799,260 for the Series E Convertible Preferred Stock and $8,784,862 for the Series D Convertible Preferred Stock, or $21,584,122 in the aggregate.
Preferred stock liabilities are measured at fair value at each reporting date and immediately before reclassification or conversion. Changes in fair value are recognized in the consolidated statements of operations. The Company estimates fair value using an as-if-converted approach. This approach multiplies the number of common shares issuable upon conversion by the quoted closing price of the Company’s common stock on the measurement date. The number of shares issuable is derived from the $1,000 stated value per share and the conversion price in effect on the measurement date. Because these inputs are observable, the measurement is classified as Level 2 in the fair value hierarchy.
On August 27, 2026, the Company completed a secured financing with SRX. As part of the transaction, it issued SRX a non-convertible Consolidated Senior Secured Promissory Note (the “Consolidated Note”) with an aggregate principal amount of $5,666,109 (see Note 6). The Consolidated Note replaced all of the Company’s outstanding unsecured convertible grid promissory notes (the “Previous Notes”), consisting of: (i) Previous Notes held by SRX with an aggregate principal amount of $2,794,000; and (ii) Previous Notes held by Keystone Capital Partners, LLC with an aggregate principal amount of $2,812,500 and accrued and unpaid interest of $59,609, which Keystone sold to SRX.
Following this transaction, the Company has no convertible debt outstanding. The Company reassessed the classification of its preferred stock under its sequencing policy. It determined that sufficient authorized shares are now available to settle the Series D Convertible Preferred Stock, but not the Series E Convertible Preferred Stock. Accordingly, on August 27, 2026, the Company remeasured the Series D Convertible Preferred Stock to its fair value of $7,322,990 and reclassified it from preferred stock liabilities to stockholders’ equity. Gains and losses recognized before the reclassification were not reversed. The Series E Convertible Preferred Stock remains classified as a preferred stock liability as of September 30, 2026. It will continue to be remeasured at fair value until the Company has sufficient authorized shares to settle it, or until it is converted or otherwise settled.
During the nine months ended September 30, 2026, preferred stock liabilities activity consisted of the following:
For the three and nine months ended September 30, 2026, the Company recognized gains on the change in fair value of preferred stock liabilities of $3,724,886 and $10,335,126, respectively. These gains are included in other income (expense) in the consolidated statements of operations. |
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| Earnout liability | Earnout liability - As a result of the Merger in February 2024, the Company recognized an initial earnout liability of approximately $4.9 million on the merger date. The earnout liability is measured using unobservable (Level 3) inputs and is included in current liabilities on the accompanying consolidated balance sheet. Historically, 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 was 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. Earnout target metrics include (i) the achievement of certain stock price-based earnout targets related to 500 earnout common shares and (ii) upon closing of a definitive agreement with respect to a change of control related to 100 earnout common shares. On February 5, 2024, the Company entered into Amendment No. 1 to the Business Combination Agreement to modify the stock-price based milestones such that (a) the trading price condition for the first level earnout target related to 250 common shares was reset to $25,000 or 125% of the conversion price of the Series A Preferred Stock, which equals $0.0125 as of September 30, 2026 and (b) the trading price condition for the second level earnout target related to 250 common shares was reset to $30,000 or 150% of the conversion price of the Series A Preferred Stock, which equals $0.015 as of September 30, 2026. During the nine months ended September 30, 2025, the Company did not record a gain or loss from the change in fair value of the earnout liability. During the three and nine months ended September 30, 2026, the Company recorded a gain from the change in fair value of the earnout liability of $0 and $19,500, respectively, which is included in other income (expense), net on the accompanying unaudited condensed consolidated statement of operations. As of September 30, 2026 and December 31, 2025, 600 shares of the Company’s common stock are issuable pursuant to the earnout target metrics and the Company estimates that the earnout liability amount is insignificant. |
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| Fair value measurements | Fair value measurements – Certain of the Company’s liabilities are carried at fair value. Fair value is the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants on the measurement date. In determining fair value, the assumptions that market participants would use in pricing an asset or liability (the inputs) are based on a tiered fair value hierarchy consisting of three levels, as follows:
Carrying amounts of certain of the Company’s financial instruments, including cash, restricted cash, and cash equivalents, prepaid expenses and other current assets, notes payable, accounts payable, and accrued liabilities approximate fair value due to their relatively short maturities.
On September 30, 2026 and December 31, 2025, the fair value of the Company’s preferred stock liabilities and earnout liability was classified as follows:
The change in the fair value measurement using significant inputs (Level 3) for the nine months ended September 30, 2026 and 2025 for the Company is presented below:
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| Research and development | Research and development – R&D costs consist primarily of salaries and benefits, including stock-based compensation, occupancy, materials and supplies, contracted research, consulting arrangements, and other expenses incurred in the pursuit of the Company’s R&D programs. R&D costs are expensed as incurred. |
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| Stock-based compensation | Stock-based compensation – The Company periodically issues common stock and stock options to officers, directors, and consultants for services rendered. Stock-based compensation accounting requires the recognition of stock-based compensation expense, using a grant date fair value-based method, for costs related to all share-based payments including stock options and restricted stock awards granted to employees and non-employees. Companies are required to estimate the fair value of all share-based payment awards on the date of grant using an option pricing model, and the Company uses a Black-Scholes option pricing model (“Black-Scholes”) to estimate option award fair value. The assumptions used in calculating the fair value of stock-based awards represent management’s best estimates and involve inherent uncertainties and the application of management’s judgment:
The fair value of restricted stock awards is based upon the estimated share price of the common stock on the date of grant.
Forfeitures are accounted for as they occur. All options and restricted stock awards granted since inception are expensed on a straight-line basis over the requisite service period, which is usually the vesting period, or as certain performance-based vesting terms become probable. The related amounts are recognized in the consolidated statements of operations. |
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| Income taxes | Income taxes – The Company accounts for income taxes under the liability method. Under this method, deferred tax assets and liabilities are determined based on the difference between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to affect taxable income. Valuation allowances are established when necessary to reduce deferred tax assets to the amounts expected to be realized.
The Company follows tax accounting requirements for the recognition, measurement, presentation, and disclosure in the financial statements of any uncertain tax positions that have been taken or expected to be taken on a tax return. No liability related to uncertain tax positions is recorded in the financial statements. It is the Company’s policy to include penalties and interest expense related to income taxes as a component of income tax expense, as necessary. The Company has not recorded any interest or penalties associated with income tax. Tax years subsequent to 2022 are subject to examination by federal and state authorities.
On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was enacted, which included among other provisions the restoration of immediate expensing of domestic research and experimental (“R&E”) expenditures under Section 174. Pursuant to the OBBBA’s transition rules, the Company elected to expense all unamortized domestic R&E costs previously capitalized between 2022 and 2024. |
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| Loss per common share | Loss per common share – The Company reports both basic and diluted loss per common share. Basic loss per share is calculated based on the weighted average number of shares of common stock outstanding and excludes the dilutive effect of convertible preferred stock, warrants for convertible preferred stock or common stock, stock options or any other type of convertible securities. Diluted loss per common share is calculated based on the weighted average number of shares of common stock outstanding and when the effect of stock options, warrants and other types of convertible securities is dilutive, they are included in the calculation. Dilutive securities are excluded from the diluted loss per common share calculation if their effect is anti-dilutive, such as in periods where the Company reports a net loss (See Note 3). |
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| Segment reporting | Segment reporting - Operating segments are defined as components of a business for which separate discrete financial information is available for evaluation by the chief operating decision maker in deciding how to allocate resources and assess performance. The Company operates as a operating and reporting segment, reflecting our sole focus in developing next generation engineered T cell therapeutics for the treatment of cancer. Our Chief Executive Officer serves as the Chief Operating Decision Maker (CODM), responsible for assessing the Company’s performance and making resource allocation decisions. The CODM evaluates financial information on a consolidated basis, focusing on key metrics such as research and development expense, general and administrative expenses, and other income/expenses, which is reflected on the face of the Company’s consolidated statement of operations. The CODM allocates resources based on the Company’s available cash resources, forecasted cash flow, and expenditures on a consolidated basis, as well as an assessment of the probability of success of its research and development activities. Resource allocation decisions are informed by budgeted and forecasted expense information, along with actual expenses incurred to date. The measure of segment assets is reported on the consolidated balance sheets as total assets. Disaggregated profit or loss information at the program or functional level is not regularly provided to or relied upon by the CODM, as our integrated operating model emphasizes shared resources and centralized decision-making. |
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| Accounting standards not yet adopted | Accounting standards not yet adopted – In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40), which requires entities to provide more detailed disaggregation of expenses in the income statement, focusing on the nature of the expenses rather than their function. The new disclosures will require entities to separately present expenses for significant line items, including but not limited to, depreciation, amortization, and employee compensation. Entities will also be required to provide a qualitative description of the amounts remaining in relevant expense captions that are not separately disaggregated quantitatively, disclose the total amount of selling expenses and, in annual reporting periods, provide a definition of what constitutes selling expenses. This pronouncement is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027, with early adoption permitted. The Company is currently assessing this ASU to determine the impact on its consolidated financial statements.
In December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270), Narrow-Scope Improvements, to provide clarity about the current requirements, rather than evaluate whether to expand or reduce interim disclosure requirements. The amendments in ASU 2025-11 result in a comprehensive list of interim disclosures that are required by GAAP. The amendments in ASU 2025-11 also include a disclosure principle that requires entities to disclose events since the end of the last annual reporting period that have a material impact on the entity. The amendments in ASU 2025-11 are effective for interim reporting periods within annual reporting periods beginning after December 15, 2027 and early adoption is permitted. The amendments in ASU 2025-11 can be applied either prospectively or retrospectively to any or all prior periods presented in the financial statements. The Company is currently evaluating the disclosure impact that ASU 2025-11 may have on its financial statement presentation and disclosures.
Management does not believe that any other recently issued, but not yet effective accounting pronouncements, if adopted, would have a material effect on the Company’s consolidated financial statements. |
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