Cero Therapeutics Holdings, Inc.

CERo Therapeutics Holdings, Inc. (the “Registrant”) was unable, without unreasonable effort or expense, to file its Annual Report on Form 10-K for the year ended December 31, 2025 (the “Annual Report”) by the March 31, 2026 filing date applicable to smaller reporting companies. The Registrant recently engaged a new independent registered public accounting firm in February 2026. The new auditor requires additional time to complete its review of the financial statements for the year ended December 31, 2025 to be incorporated in the Annual Report. The Registrant is working diligently with its auditors to finalize its financial statements for the year ended December 31, 2025 and anticipates that it will file the Annual Report no later than the fifteenth calendar day following the prescribed filing date

The management and accounting personnel of CERo Therapeutics Holdings, Inc. (the “Company”) are finalizing the accounting for various recent transactions, including the issuance of Series E Preferred Stock, sales of common stock under its equity line of credit and the conversion of a large number of shares of Series D Preferred Stock. The Company’s independent registered public accounting firm is also finalizing its review of such items. As a result of the pending finalization of these items, there will be a delay in the Company’s ability to complete and file its Quarterly Report on Form 10-Q for the three-months ended September 30, 2025 (the “Quarterly Report”) by the November 14, 2025 filing date applicable to smaller reporting companies without unreasonable effort and expense. The Company anticipates that it will file the Quarterly Report no later than the fifth calendar day following the prescribed filing date

As reported in the Current Report on Form 8-K filed on April 22, 2025 for CERo Therapeutics Holdings, Inc. (the “Company”), the Company entered into a securities purchase agreement with certain investors (the “SPA”) and pursuant to such SPA, the Company has received marketable securities as payment of a portion of the purchase price of the shares of Series D Preferred Stock issued by the Company pursuant thereto. Such marketable securities consist of shares of convertible preferred stock of another publicly-traded company. The Company’s management and accounting personnel are finalizing the valuation and accounting treatment for the marketable securities and transactions related thereto. As a result of the pending finalization of these items, there will be a delay in the Company’s ability to complete and file its Quarterly Report on Form 10-Q for the three-months ended June 30, 2025 (the “Quarterly Report”) by the August 14, 2025 filing date applicable to smaller reporting companies without unreasonable effort and expense. The Company anticipates that it will file the Quarterly Report no later than the fifth calendar day following the prescribed filing date

CERo Therapeutics Holdings, Inc. (the “Registrant”) was unable, without unreasonable effort or expense, to file its Annual Report on Form 10-K for the year ended December 31, 2024 (the “Annual Report”) by the March 31, 2025 filing date applicable to smaller reporting companies. The Registrant’s independent registered public accounting firm requires additional time to complete its review of the financial statements for the year ended December 31, 2024 to be incorporated in the Annual Report. The Registrant anticipates that it will file the Annual Report no later than the fifteenth calendar day following the prescribed filing date

CERo Therapeutics Holdings, Inc. (the “Registrant”) was unable, without unreasonable effort or expense, to file its Quarterly Report on Form 10-Q for the three-months ended September 30, 2024 (the “quarterly report”) by the November 14, 2024 filing date applicable to smaller reporting companies. On September 25, 2024, the Registrant entered into a Securities Purchase Agreement (the “Securities Purchase Agreement”) with certain accredited investors named therein (the “PIPE Investors”) to raise capital for ongoing operations. Pursuant to the Securities Purchase Agreement, the Registrant issued and sold, and the PIPE Investors purchased, shares of the Registrant’s Series C convertible preferred stock, par value $0.0001 per share (the “Series C Preferred Stock”), and warrants (the “Warrants”) to purchase shares of the Registrant’s common stock, par value $0.0001 per share. The issuance of the Series C Preferred Stock and Warrants required an independent valuation and an accounting determination as to how to account for different features of such securities, which has not yet been completed. As a result, the Registrant is still in the process of compiling required information to complete the quarterly report, and its independent registered public accounting firm requires additional time to complete its review of the financial statements for the three-months ended September 30, 2024. The Registrant anticipates that it will file the quarterly report no later than the fifth calendar day following the prescribed filing date

CERo Therapeutics Holdings, Inc. (the “Registrant”) was unable, without unreasonable effort or expense, to file its Annual Report on Form 10-Q for the three-months ended March 31, 2024 (the “quarterly report”) by the May 15, 2024 filing date applicable to smaller reporting companies. On February 14, 2024, the Registrant consummated a business combination (the “Business Combination”) between Phoenix Biotech Acquisition Corp., PBCE Merger Sub, Inc. and CERo Therapeutics, Inc. (“CERo”). The high level of complexities in integrating CERo and accounting for the Business Combination resulted in a delay in the Registrant’s financial reporting and closing processes for the three-month period ended March 31, 2024. As a result, the Registrant is still in the process of compiling required information to complete the quarterly report, including items related to the Business Combination, and its independent registered public accounting firm requires additional time to complete its review of the financial statements for the three-months ended March 31, 2024. The Registrant anticipates that it will file the Annual Report no later than the fifth calendar day following the prescribed filing date

CERo Therapeutics Holdings, Inc. (the “Registrant”) was unable, without unreasonable effort or expense, to file its Annual Report on Form 10-K for the year ended December 31, 2023 (the “Annual Report”) by the April 1, 2024 filing date applicable to smaller reporting companies. On February 14, 2024, the Registrant consummated a business combination (the “Business Combination”) between Phoenix Biotech Acquisition Corp., PBCE Merger Sub, Inc. and CERo Therapeutics, Inc. (“CERo”). The high level of complexities in integrating CERo and accounting for the Business Combination resulted in a delay in the Registrant’s financial reporting and closing processes for the year ended December 31, 2023. As a result, the Registrant is still in the process of compiling required information to complete the Annual Report, including items related to the Business Combination, and its independent registered public accounting firm requires additional time to complete its review of the financial statements for the year ended December 31, 2023 to be incorporated in the Annual Report. The Registrant anticipates that it will file the Annual Report no later than the fifteenth calendar day following the prescribed filing date