CERo Therapeutics (CERO) 10-Q/A 19 Nov 24 2024 Q3 Quarterly report (amended) Financial data

Cover

Cover - shares	8 Months Ended
	Sep. 30, 2024	Nov. 19, 2024
Document Information [Line Items]
Document Type	10-Q/A
Document Quarterly Report	true
Document Transition Report	false
Entity Interactive Data Current	Yes
Amendment Flag	true
Amendment Description	This Amendment No. 1 on Form 10-Q/A (“Amendment”) amends the Quarterly Report on Form 10-Q for CERo Therapeutics Holdings, Inc. (“Company”) for the period ended September 30, 2024 filed with the Securities and Exchange Commission on November 19, 2024 (“Form 10-Q”). This Amendment is being filed solely to add Inline Extensible Business Reporting Language (“iXBRL”) data tagging that was omitted from the filed Quarterly Report on Form 10-Q.Except for the iXBRL specifically noted above, this Amendment does not modify or update any disclosures in the Form 10-Q. Accordingly, this Amendment does not reflect events that may have occurred subsequent to the original filing date, and does not modify or update in any way the disclosures made in the Form 10-Q.
Document Period End Date	Sep. 30, 2024
Document Fiscal Year Focus	2024
Document Fiscal Period Focus	Q3
Entity Information [Line Items]
Entity Registrant Name	CERO THERAPEUTICS HOLDINGS, INC.
Entity Central Index Key	0001870404
Entity File Number	001-40877
Entity Tax Identification Number	87-1088814
Entity Incorporation, State or Country Code	DE
Current Fiscal Year End Date	--12-31
Entity Current Reporting Status	Yes
Entity Shell Company	false
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Contact Personnel [Line Items]
Entity Address, Address Line One	201 Haskins Way
Entity Address, Address Line Two	Suite 230
Entity Address, City or Town	South San Francisco
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	94080
Entity Phone Fax Numbers [Line Items]
City Area Code	(215)
Local Phone Number	731-9450
Entity Listings [Line Items]
Entity Common Stock, Shares Outstanding		150,312,572
Common Stock, par value $0.0001 per share
Entity Listings [Line Items]
Title of 12(b) Security	Common Stock, par value $0.0001 per share
Trading Symbol	CERO
Security Exchange Name	NASDAQ
Warrants, each whole warrant exercisable for one share of Common Stock
Entity Listings [Line Items]
Title of 12(b) Security	Warrants, each whole warrant exercisable for one share of Common Stock
Trading Symbol	CEROW
Security Exchange Name	NASDAQ

Condensed Consolidated Balance

Condensed Consolidated Balance Sheets - USD ($)	Sep. 30, 2024	Dec. 31, 2023
ASSETS
Cash, restricted cash, and cash equivalents	$ 3,380,204	$ 1,601,255
Prepaid expenses and other current assets	334,279	368,780
Total current assets	3,714,483	1,970,035
Deferred offering costs	500,000
Operating lease right-of-use assets	1,652,614	2,189,565
Property and equipment, net	624,900	966,702
Total assets	6,491,997	5,126,302
LIABILITIES, CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ DEFICIT
Accounts payable	6,667,073	1,671,745
Accrued liabilities	1,692,527	144,633
Common stock subscription deposit		1,875
Operating lease liability	931,023	769,092
Short-term notes payable, net	102,274	599,692
Earnout liability	30,000
Common stock warrant liability		320,117
Total current liabilities	9,422,897	3,507,154
Operating lease liability, net of current portion	771,525	1,575,499
Total liabilities	10,194,422	5,082,653
Commitments and contingencies
Total convertible preferred stock		42,101,344
Stockholders’ deficit
Common stock shares value		907
Additional paid-in capital	66,363,448	1,031,219
Stock subscription receivable	(2,073,607)
Accumulated deficit	(71,589,745)	(43,089,821)
Total stockholders’ deficit	(3,702,425)	(42,057,695)
Total liabilities, convertible preferred stock and stockholders’ deficit	6,491,997	5,126,302
Series Seed Convertible preferred stock
LIABILITIES, CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ DEFICIT
Convertible preferred stock		4,077,560
Series A
LIABILITIES, CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ DEFICIT
Convertible preferred stock		38,023,784
Series C Convertible Preferred Stock
Stockholders’ deficit
Preferred stock value	1,249,999
Series A Convertible Preferred Stock
Stockholders’ deficit
Preferred stock value	1,972,727
Series B Convertible Preferred Stock
Stockholders’ deficit
Preferred stock value	360,000
Class A Common Stock
Stockholders’ deficit
Common stock shares value	$ 14,753

Condensed Consolidated Balanc_2

Condensed Consolidated Balance Sheets (Parentheticals) - USD ($)	Sep. 30, 2024	Dec. 31, 2023
Common stock, par value (in Dollars per share)		$ 0.0001
Common stock, shares authorized		45,350,000
Common stock, shares issued		9,068,899
Common stock, shares outstanding		9,068,899
Series Seed Convertible preferred stock
Convertible preferred stock, shares outstanding		5,155,703
Convertible preferred stock, shares authorized		5,155,703
Convertible preferred stock, shares issued		5,155,703
Series seed, aggregate liquidation preference (in Dollars)		$ 4,154,981
Convertible preferred stock, par value (in Dollars per share)		$ 0.0001
Series A
Convertible preferred stock, shares outstanding		22,764,764
Convertible preferred stock, shares authorized		24,614,402
Convertible preferred stock, shares issued		22,764,764
Series seed, aggregate liquidation preference (in Dollars)		$ 39,999,967
Convertible preferred stock, par value (in Dollars per share)		$ 0.0001
Series C Convertible Preferred Stock
Preferred stock, par value (in Dollars per share)	$ 0.0001
Preferred stock, shares authorized	2,853
Preferred stock, shares issued	2,853
Preferred stock, shares outstanding	2,853
Series A Convertible Preferred Stock
Preferred stock, par value (in Dollars per share)	$ 0.0001
Preferred stock, shares authorized	12,580
Preferred stock, shares issued	3,075
Preferred stock, shares outstanding	3,075
Series B Convertible Preferred Stock
Preferred stock, par value (in Dollars per share)	$ 0.0001
Preferred stock, shares authorized	626
Preferred stock, shares issued	486
Preferred stock, shares outstanding	486
Class A Common Stock
Common stock, par value (in Dollars per share)	$ 0.0001
Common stock, shares authorized	1,000,000,000
Common stock, shares issued	147,542,572
Common stock, shares outstanding	147,542,572

Condensed Consolidated Statemen

Condensed Consolidated Statements of Operations (Unaudited) - USD ($)	1 Months Ended	3 Months Ended		8 Months Ended	9 Months Ended
	Feb. 13, 2024	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Operating expenses:
Research and development	$ 764,192	$ 1,774,210	$ 1,277,558	$ 5,392,569	$ 4,270,472
General and administrative	132,941	2,628,028	258,013	7,812,843	2,283,404
Total operating expenses	897,133	4,402,238	1,535,571	13,205,412	6,553,876
Loss from operations	(897,133)	(4,402,238)	(1,535,571)	(13,205,412)	(6,553,876)
Other income				589,223
Other expense		(147)		(630,922)
Change in fair value of derivative liabilities	320,117	170,000	186,067	4,870,000	411,230
Interest income, net	4,805	4,418	157	(26,993)	118,251
Total other income	324,922	174,271	186,224	4,801,308	529,481
Net loss	$ (572,211)	$ (4,227,967)	$ (1,349,347)	$ (8,404,104)	$ (6,024,395)
Net loss per share:
Basic (in Dollars per share)	$ (0.06)	$ (0.09)	$ (0.15)	$ (0.28)	$ (0.67)
Diluted (in Dollars per share)	$ (0.06)	$ (0.09)	$ (0.15)	$ (0.28)	$ (0.67)
Weighted average common shares outstanding:
Basic (in Shares)	9,068,899	49,675,773	9,068,899	30,000,286	9,058,608
Diluted (in Shares)	9,068,899	49,675,773	9,068,899	30,000,286	9,058,608

Condensed Consolidated Statem_2

Condensed Consolidated Statements of Convertible Preferred Stock and Stockholders’ Deficit (Unaudited) - USD ($)	Predecessor Convertible Preferred Stock Series Seed	Predecessor Convertible Preferred Stock Series A	Predecessor Common Stock	Predecessor Additional Paid-in Capital	Predecessor Accumulated Deficit	Predecessor	Successor Convertible Preferred Stock Series A	Successor Convertible Preferred Stock Series B	Successor Convertible Preferred Stock Series C	Successor Common Stock Series A	Successor Additional Paid-in Capital	Successor Accumulated Deficit	Successor Stock Subscriptions Receivable	Successor
Balance at Dec. 31, 2022	$ 4,077,560	$ 38,023,784	$ 904	$ 928,560	$ (35,800,244)	$ (34,870,780)
Balance (in Shares) at Dec. 31, 2022	5,155,703	22,764,764	9,044,733
Issuance of common stock from exercise of stock options			$ 2	5,165		5,167
Issuance of common stock from exercise of stock options (in Shares)			16,666
Stock-based compensation				28,144		28,144
Net Loss					(2,438,330)	(2,438,330)
Balance at Mar. 31, 2023	$ 4,077,560	$ 38,023,784	$ 906	961,869	(38,238,574)	(37,275,799)
Balance (in Shares) at Mar. 31, 2023	5,155,703	22,764,764	9,061,399
Balance at Dec. 31, 2022	$ 4,077,560	$ 38,023,784	$ 904	928,560	(35,800,244)	(34,870,780)
Balance (in Shares) at Dec. 31, 2022	5,155,703	22,764,764	9,044,733
Net Loss						(6,024,395)
Balance at Sep. 30, 2023	$ 4,077,560	$ 38,023,784	$ 907	1,013,243	(41,824,639)	(40,810,489)
Balance (in Shares) at Sep. 30, 2023	5,155,703	22,764,764	9,068,899
Balance at Mar. 31, 2023	$ 4,077,560	$ 38,023,784	$ 906	961,869	(38,238,574)	(37,275,799)
Balance (in Shares) at Mar. 31, 2023	5,155,703	22,764,764	9,061,399
Issuance of common stock from exercise of stock options			$ 1	599		600
Issuance of common stock from exercise of stock options (in Shares)			7,500
Stock-based compensation				27,277		27,277
Net Loss					(2,236,718)	(2,236,718)
Balance at Jun. 30, 2023	$ 4,077,560	$ 38,023,784	$ 907	989,745	(40,475,292)	(39,484,640)
Balance (in Shares) at Jun. 30, 2023	5,155,703	22,764,764	9,068,899
Stock-based compensation				23,498		23,498
Net Loss					(1,349,347)	(1,349,347)
Balance at Sep. 30, 2023	$ 4,077,560	$ 38,023,784	$ 907	1,013,243	(41,824,639)	(40,810,489)
Balance (in Shares) at Sep. 30, 2023	5,155,703	22,764,764	9,068,899
Balance at Dec. 31, 2023	$ 4,077,560	$ 38,023,784	$ 907	1,031,219	(43,089,821)	(42,057,695)
Balance (in Shares) at Dec. 31, 2023	5,155,703	22,764,764	9,068,899
Stock-based compensation				4,431		4,431
Net Loss					(572,211)	(572,211)
Balance at Feb. 13, 2024	$ 4,077,560	$ 38,023,784	$ 907	1,035,650	(43,662,032)	(42,625,475)	$ 8,937,852			$ 1,452	$ 53,898,434	$ (63,185,641)	$ (2,000,000)	$ (2,347,903)
Balance (in Shares) at Feb. 13, 2024	5,155,703	22,764,764	9,068,899				10,039			14,531,847
Issuance of Series B shares sold to investors								$ 500,000					(500,000)
Issuance of Series B shares sold to investors (in Shares)								626
Stock-based compensation											96,289			96,289
Net Loss												(1,727,483)		(1,727,483)
Balance at Mar. 31, 2024							$ 8,937,852	$ 500,000		$ 1,452	53,994,723	(64,913,124)	(2,500,000)	(3,979,097)
Balance (in Shares) at Mar. 31, 2024							10,039	626		14,531,847
Balance at Feb. 13, 2024	$ 4,077,560	$ 38,023,784	$ 907	$ 1,035,650	$ (43,662,032)	$ (42,625,475)	$ 8,937,852			$ 1,452	53,898,434	(63,185,641)	(2,000,000)	(2,347,903)
Balance (in Shares) at Feb. 13, 2024	5,155,703	22,764,764	9,068,899				10,039			14,531,847
Net Loss														(8,404,104)
Balance at Sep. 30, 2024							$ 1,972,727	$ 360,000	$ 1,249,999	$ 14,753	66,363,448	(71,589,745)	(2,073,607)	(3,702,425)
Balance (in Shares) at Sep. 30, 2024							3,075	486	2,853	147,542,572
Balance at Mar. 31, 2024							$ 8,937,852	$ 500,000		$ 1,452	53,994,723	(64,913,124)	(2,500,000)	(3,979,097)
Balance (in Shares) at Mar. 31, 2024							10,039	626		14,531,847
Cash received for Series B stock subscription													500,000	500,000
Issuance of Series A shares for rounding purchases							$ 1,875				128			2,003
Issuance of Series A shares for rounding purchases (in Shares)							3
Issuance of common stock for Arena Equity Line of Credit (ELOC)										$ 35	499,965			500,000
Issuance of common stock for Arena Equity Line of Credit (ELOC) (in Shares)										345,566
Purchases of shares of Common Stock under Keystone ELOC, net										$ 786	1,699,327		(194,971)	1,505,142
Purchases of shares of Common Stock under Keystone ELOC, net (in Shares)										7,860,351
Stock-based compensation											1,388,738			1,388,738
Net Loss												(2,448,654)		(2,448,654)
Balance at Jun. 30, 2024							$ 8,939,727	$ 500,000		$ 2,273	57,582,881	(67,361,778)	(2,194,971)	(2,531,868)
Balance (in Shares) at Jun. 30, 2024							10,042	626		22,737,764
Purchases of shares of Common Stock under Keystone ELOC, net										$ 1,300	1,704,431		194,971	1,900,702
Purchases of shares of Common Stock under Keystone ELOC, net (in Shares)										12,997,921
Issuance of shares of Series A Preferred Stock on exercise of Series A Preferred Warrants							$ 38,000				(38,000)		38,000	38,000
Issuance of shares of Series A Preferred Stock on exercise of Series A Preferred Warrants (in Shares)							38
Issuance of common stock for Keystone ELOC										$ 161	(161)
Issuance of common stock for Keystone ELOC (in Shares)										1,613,944
Issuance of shares of Common Stock on conversion of Series A Preferred Stock							$ (7,005,000)			$ 10,895	6,994,105
Issuance of shares of Common Stock on conversion of Series A Preferred Stock (in Shares)							(7,005)			108,948,903
Issuance of shares of Common Stock on conversion of Series B Preferred Stock								$ (140,000)		$ 124	139,876
Issuance of shares of Common Stock on conversion of Series B Preferred Stock (in Shares)								(140)		1,244,040
Issuance of shares of Series C Preferred Stock sold to investors, net									$ 1,249,999		(434,428)		(111,607)	703,964
Issuance of shares of Series C Preferred Stock sold to investors, net (in Shares)									2,853
Stock-based compensation											414,744			414,744
Net Loss												(4,227,967)		(4,227,967)
Balance at Sep. 30, 2024							$ 1,972,727	$ 360,000	$ 1,249,999	$ 14,753	$ 66,363,448	$ (71,589,745)	$ (2,073,607)	$ (3,702,425)
Balance (in Shares) at Sep. 30, 2024							3,075	486	2,853	147,542,572

Condensed Consolidated Statem_3

Condensed Consolidated Statements of Convertible Preferred Stock and Stockholders’ Deficit (Unaudited) (Parentheticals) - Successor - USD ($)	3 Months Ended
	Sep. 30, 2024	Jun. 30, 2024
Net of issuance costs		$ 933,345
Net of issuance costs, investors	$ 434,428

Condensed Consolidated Statem_4

Condensed Consolidated Statements of Cash Flow (Unaudited)	1 Months Ended	8 Months Ended	9 Months Ended
	Feb. 13, 2024 USD ($)	Sep. 30, 2024 USD ($)	Sep. 30, 2023 USD ($)
Successor
Cash flows from operating activities:
Net loss		$ (8,404,104)
Adjustments to reconcile net loss to net cash used in operating activities:
Gain from settlement of liabilities with vendors		(589,223)
Depreciation expense		304,446
Stock-based compensation expense		1,899,771
Amortization of right-to-use operating lease asset		421,092
Amortization of debt discount
Non-cash interest expense
Gain on revaluation of derivative liabilities		(4,870,000)
Change in assets and liabilities:
Prepaid expenses and other current assets		(146,618)
Accounts payable		(360,204)
Accrued liabilities		1,526,821
Operating lease liability		(520,454)
Net cash used in operating activities		(10,738,473)
Cash flows from financing activities:
Proceeds from issuance of convertible notes
Issuance costs for convertible notes
Common stock subscription deposit
Cash proceeds from exercise of common stock options
Proceeds from share purchases under ELOC, net of issuance costs of $1,133,333		4,139,190
Payment of sponsor loans		(19,715)
Advances from shareholder		13,731
Payments for short term borrowings		(300,240)
Proceeds from short term borrowings		408,052
Proceeds from Preferred Warrant exercises		38,000
Net cash provided by financing activities		12,240,682
Net increase (decrease) in cash and cash equivalents		1,502,209
Cash, restricted cash and cash equivalents at beginning of period		1,877,995
Cash, restricted cash and cash equivalents at end of period	$ 1,877,995	3,380,204
Supplemental cash flow information:
Cash and cash equivalents		3,305,448
Restricted cash		79,756
Cash, restricted cash and cash equivalents		3,380,204
Non-cash financing activities:
Issuance of common shares to Keystone Capital LLC for equity line of credit		500,000
Issuance of common shares to Arena Investors LP for equity line of credit		500,000
Successor | Series A Preferred Stock
Cash flows from financing activities:
Proceeds received from sale of shares of Series Preferred Stock		6,757,700
Successor | Series B Preferred Stock
Cash flows from financing activities:
Proceeds received from sale of shares of Series Preferred Stock		500,000
Successor | Series C Preferred Stock
Cash flows from financing activities:
Proceeds received from sale of shares of Series Preferred Stock		703,964
Predecessor
Cash flows from operating activities:
Net loss	(572,211)		$ (6,024,395)
Adjustments to reconcile net loss to net cash used in operating activities:
Gain from settlement of liabilities with vendors
Depreciation expense	37,356		346,164
Stock-based compensation expense	4,431		78,919
Amortization of right-to-use operating lease asset	115,859		486,283
Amortization of debt discount	(1,875)
Non-cash interest expense			24,816
Gain on revaluation of derivative liabilities	(320,117)		(411,232)
Change in assets and liabilities:
Prepaid expenses and other current assets	142,687		41,689
Accounts payable	128,429		892,765
Accrued liabilities	(50,370)		229,361
Operating lease liability	(121,589)		(493,587)
Net cash used in operating activities	(637,400)		(4,829,217)
Cash flows from financing activities:
Proceeds from issuance of convertible notes			605,230
Issuance costs for convertible notes			(41,194)
Common stock subscription deposit			1,875
Cash proceeds from exercise of common stock options			5,767
Proceeds from share purchases under ELOC, net of issuance costs of $1,133,333
Payment of sponsor loans
Advances from shareholder
Payments for short term borrowings
Proceeds from short term borrowings
Proceeds from Preferred Warrant exercises
Net cash provided by financing activities			571,678
Net increase (decrease) in cash and cash equivalents	(637,400)		(4,257,539)
Cash, restricted cash and cash equivalents at beginning of period	1,601,255	$ 963,855	6,819,564
Cash, restricted cash and cash equivalents at end of period	963,855		2,562,025
Supplemental cash flow information:
Cash and cash equivalents	884,099		2,482,269
Restricted cash	79,756		79,756
Cash, restricted cash and cash equivalents	963,855		2,562,025
Non-cash financing activities:
Issuance of common shares to Keystone Capital LLC for equity line of credit
Issuance of common shares to Arena Investors LP for equity line of credit
Predecessor | Series A Preferred Stock
Cash flows from financing activities:
Proceeds received from sale of shares of Series Preferred Stock
Predecessor | Series B Preferred Stock
Cash flows from financing activities:
Proceeds received from sale of shares of Series Preferred Stock

Condensed Consolidated Statem_5

Condensed Consolidated Statements of Cash Flow (Unaudited) (Parentheticals) - Predecessor	9 Months Ended
	Sep. 30, 2023 USD ($)
Net of issuance costs	$ 1,133,333
Series Preferred Stock, net of issuance costs	1,096,300
Series C Preferred Stock, net of issuance costs	$ 434,428

Nature of Operations and Basis

Nature of Operations and Basis of Presentation	8 Months Ended
	Sep. 30, 2024
Nature of Operations and Basis of Presentation [Abstract]
NATURE OF OPERATIONS AND BASIS OF PRESENTATION	NOTE 1 – NATURE OF OPERATIONS AND BASIS OF PRESENTATION Nature of Operations Business Combination Agreement The Company is focused on genetically engineering human immune cells to fight cancer. The Predecessor focused on developing the CERo therapeutic platform and had not yet begun clinical development or product commercialization. The Company’s efforts will focus on continued product development, including clinical development, to support regulatory approval to commercialize and subsequent product commercialization. The BCA was amended on February 5, 2024 and again on February 13, 2024. The Merger closed on February 14, 2024 (the “Closing”), at which time the following occurred: 1. The outstanding shares of Predecessor’s Preferred Stock were converted into 4,415,495 shares of Common Stock, par value $0.0001 per share (the “Common Stock”), valued at $21,635,926. 2. The outstanding shares of Predecessor’s common stock were converted into 584,505 shares of Common Stock, valued at $2,864,074. 3. Each holder of Predecessor’s common stock received a pro rata portion of up to 1.2 million earnout shares of restricted Common Stock (the “BCA Earnout shares”), valued at $5,880,000, 1,000,000 of which are subject to vesting upon the achievement of certain stock price-based earnout targets and 200,000 of which are subject to vesting upon a change of control, respectively. 4. Certain holders of Predecessor’s common stock received a pro rata portion of 875,000 earnout shares of Common Stock (the “Reallocation shares”), valued at $4.29 million, which became fully vested upon the Closing. 5. Certain holders of Predecessor’s common stock and convertible bridge notes received a pro rata portion of 1.0 million earnout shares (the “IND Earnout shares”) of restricted Common Stock, valued at $4,900,000, which vested when the Company filed an investigational new drug (“IND”) application with the Food and Drug Administration (“FDA”). The earning of these shares were accompanied by a forfeiture of 1,000,000 restricted shares of Common Stock held by the sponsor following receipt of an acknowledgement notice by the Sponsor. 6. Each outstanding Predecessor option was converted into an option to purchase a number of shares of Common Stock, equal to the Predecessor’s common stock underlying the option multiplied by the Exchange Ratio, at an exercise price per share equal to the Predecessor option exercise price divided by the Exchange Ratio. 7. Each warrant to purchase the Predecessor’s preferred stock was converted into a warrant to acquire a number of shares of Common Stock obtained by dividing the warrant as-if-exercised liquidation preference by $10.00, with the exercise price equal to the total Predecessor warrant exercise amount divided by the number of shares of Common Stock issuable upon exercise. 8. The Predecessor’s bridge notes automatically converted into shares of the Company’s Series A Preferred Stock, par value $0.0001 per share (the “Series A Preferred Stock”), at a conversion price equal to $750 per share of Series A Preferred Stock. The Company issued, transferred from the Sponsor, or reserved for issuance an aggregate of 8.4 million shares of Common Stock to the holders of Predecessor common stock and Predecessor preferred stock or reserved for issuance upon exercise of rollover (from Predecessor to Successor) options and warrants as consideration in the Merger. Asset Acquisition Method of Accounting Costs incurred in obtaining technology licenses are charged to research and development expense as IPR&D if the technology licensed has not reached technological feasibility and has no alternative future use. The IPR&D recorded at the Closing of $45.6 million is reflected “on the line” in the Company’s opening accumulated deficit. To estimate the value of the acquired IPR&D, the Company used the avoided cost method, which calculates a present value of a 45% return on research and development effort applied to research and development expenditures over the life of Predecessor. The determination of the fair value requires management to make a significant estimate of the return on research and development expenditures. Changes in these assumptions could have a significant impact on the fair value of the IPR&D. The estimate of the return on research and development expenditures was based on multiple published studies analyzing actual returns of research and development expenditures. The following is a summary of the purchase price calculation (unaudited). Number of shares of Common Stock 5,000,000 Multiplied by PBAX’s share price, as of the Closing $ 5.85 Total $ 29,250,000 Fair value of PBAX founder’s shares converted to shares of Common Stock and transferred to Predecessor stockholders $ 5,118,750 Fair value of contingent Common Stock consideration $ 12,870,000 Total Common Stock consideration $ 47,238,750 Assumed liabilities 3,311,153 Total purchase price $ 50,549,903 The allocation of the purchase price was as follows (unaudited). Cash $ 963,855 Net working capital (excluding cash and cash equivalents) (1,819,514 ) Fixed assets 929,346 Acquired in-process research and development 45,640,000 Net assets acquired 45,713,687 Loss on consolidation of VIE 4,836,216 Total purchase price $ 50,549,903 In connection with the Merger, the transactions that occurred concurrently with the closing date of the Merger were reflected “on the line”. “On the line” describes those transactions triggered by the consummation of the Merger that are not recognized in the consolidated financial statements of the Predecessor nor the Company as they are not directly attributable to either period but instead were contingent on the Merger. The opening cash balance in the condensed consolidated statement of cash flow of $1.88 million consists of $0.92 million from PBAX and $0.96 million from Predecessor. The number of shares of Common Stock issued and amounts recorded on the line within stockholders’ deficit are reflected below to arrive at the opening consolidated balance sheet of the Company. Convertible Series A Additional Stock Series A Common Stock Paid-in Subscription Accumulated Shares Amount Shares Amount Capital Receivable Deficit Total PBAX Closing Equity as of February 13, 2024 - $ - 5,481,250 $ 547 $ - $ - $ (12,709,426 ) $ (12,708,879 ) Forfeiture of founders shares - - (875,000 ) (88 ) 88 - - - Adjusted shares outstanding - - 4,606,250 459 88 - (12,709,426 ) (12,708,879 ) Shares issued as consideration in the Merger - - 8,075,000 808 47,237,942 - - 47,238,750 Loss on VIE consolidation - - - - - - (4,836,215 ) (4,836,215 ) Expense IPR&D - - - - - - (45,640,000 ) (45,640,000 ) Reclassification of public shares - - 82,047 8 911,349 - - 911,357 Issuance of common stock as payment to vendors - - 1,649,500 165 3,182,385 - - 3,182,550 Elimination of deferred underwriting fees - - - - 5,690,000 - - 5,690,000 Reclassification of earnout liability - - - - (4,900,000 ) - - (4,900,000 ) Conversion of CERo bridge notes and accrued interest into Series A preferred stock 630 627,154 - - - - - 627,154 Conversion of working capital loan into Series A preferred stock 1,555 1,555,000 - - - - - 1,555,000 Issuance of Series A shares sold to investors 7,854 6,755,698 - - (856,663 ) - - 5,899,035 Issuance of Series A Warrants - - - - 2,000,000 (2,000,000 ) - - Issuance of common shares to Keystone Capital LLC for equity line of credit - - 119,050 12 633,333 - - 633,345 Opening Equity at February 14, 2024 (Successor) 10,039 $ 8,937,852 14,531,847 $ 1,452 $ 53,898,434 $ (2,000,000 ) $ (63,185,641 ) $ (2,347,903 ) Going concern Risks and uncertainties The Company’s research also requires approvals from the FDA prior to beginning clinical trials and prior to product commercialization. There can be no assurance that the Company’s current ongoing research and future clinical development will result in the granting of these required approvals. If the Company is denied such approvals or such approvals are substantially delayed, they could have a material adverse effect upon the Company’s future financial results and cash flows.

Significant Accounting Policies

Significant Accounting Policies	8 Months Ended
	Sep. 30, 2024
Significant Accounting Policies [Abstract]
SIGNIFICANT ACCOUNTING POLICIES	NOTE 2 – Significant Accounting Policies Basis of presentation On February 14, 2024, the Company completed the Merger with CERo Therapeutics, Inc., with CERo Therapeutics, Inc. surviving the Merger as a wholly-owned subsidiary of the Company, the accounting acquirer. The transaction was accounted for as a forward Merger asset acquisition. Unless the context otherwise requires, the “Company,” for periods prior to the Closing, refers to CERo Therapeutics, Inc. (“Predecessor”), and for the periods after the Closing, refers to CERo Therapeutics Holdings, Inc. (“Successor” or the “Company”). As a result of the Merger, the results of operations, financial position and cash flows of the Predecessor and the Company are not directly comparable. CERo Therapeutics, Inc. was deemed to be the predecessor entity. Accordingly, the historical financial statements of CERo Therapeutics, Inc. became the historical financial statements of the combined Company, upon the consummation of the Merger. As a result, the financial statements included in this report reflect (i) the historical operating results of CERo Therapeutics, Inc. prior to the Merger and (ii) the combined results of the Company, CERo Therapeutics Holdings, Inc., following the Closing. The accompanying unaudited condensed consolidated financial statements include a Predecessor period, which includes the period through February 13, 2024 concurrent with the Merger, and a Successor period from February 14, 2024 through September 30, 2024. A black line between the Successor and Predecessor periods has been placed in the condensed consolidated financial statements and in the tables to the notes to the condensed consolidated financial statements to highlight the lack of comparability between these two periods. Use of estimates Cash, restricted cash, and cash equivalents Concentration of credit risk Property and equipment Impairment of long-lived assets Leases – Certain leases include variable lease costs to reimburse the lessor for real estate tax and insurance expenses, and certain non-lease components that transfer a distinct service to the Lessee, such as common area maintenance services. The Company has elected to separate the accounting for fixed lease components and variable and non-lease components for real estate and equipment leases. The variable lease costs are recorded on the consolidated statement of operations as rent expense, within general and administrative expenses. The Company has no financing leases. Derivative Financial Instruments Fair value measurements Level 1 – Observable inputs such as unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date. Level 2 – Inputs (other than quoted prices included in Level 1) that are either directly or indirectly observable for the asset or liability. These include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active. Level 3 – Unobservable inputs for which there is little or no market data and which require the Company to develop its own assumptions about how market participants would price the asset or liability. Consideration is given to the risk inherent in the valuation technique and the risk inherent in the inputs to the model. The categorization of a financial instrument within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The carrying amounts of cash, restricted cash, and cash equivalents, prepaid expenses and other current assets, accounts payable, and accrued liabilities approximate fair value due to their relatively short-term maturities. Research and development Stock-based compensation The fair value of equity awards that are expected to vest is amortized on a straight-line basis over the requisite service period. Stock-based compensation expense is recognized net of actual forfeitures when they occur, as an increase to additional paid-in capital in the condensed consolidated balance sheets and in research and development or, general and administrative expenses in the condensed consolidated statements of operations. All stock-based compensation costs are recorded in the condensed consolidated statements of operations based upon the underlying employee’s role within the Company. Income taxes 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 since inception. Tax years subsequent to 2020 are subject to examination by federal and state authorities.

Net Loss Per Share of Common St

Net Loss Per Share of Common Stock	8 Months Ended
	Sep. 30, 2024
Net Loss Per Share of Common Stock [Abstract]
NET LOSS PER SHARE OF COMMON STOCK	NOTE 3 – NET LOSS PER SHARE OF COMMON STOCK The accounting standards require the presentation of both basic and diluted earnings per share on the face of the statements of operations. The Company’s basic net loss per share is computed by dividing net loss by the weighted average number of shares of Common Stock outstanding for the period. If there are dilutive securities, diluted income per share is computed by including Common Stock equivalents which includes shares issuable upon the exercise of stock options, warrants, and conversion of preferred stock into shares of Common Stock, net of any shares assumed to have been purchased with the proceeds, using the treasury stock method. In periods for which the Company reports a net loss, the Common Stock equivalents are not included, as they would be anti-dilutive. The following table summarizes the number of shares of Common Stock issuable upon conversion or exercise, as applicable, of convertible securities, stock options, and warrants that were not included in the calculation of diluted net loss per share because such shares are antidilutive: September 30, September 30, (Successor) (Predecessor) Conversion of convertible preferred stock issued and outstanding 84,770,124 27,920,467 Conversion of convertible preferred stock underlying convertible preferred stock warrants 49,797,736 1,849,638 Exercise of common warrants into common stock 18,305,411 - Common stock reserved for employee stock option plan (ESPP) 527,182 - Common stock underlying outstanding options 2,657,486 894,500 156,057,939 30,664,605

Property and Equipment

Property and Equipment	8 Months Ended
	Sep. 30, 2024
Property and Equipment [Abstract]
PROPERTY AND EQUIPMENT	NOTE 4 – PROPERTY AND EQUIPMENT Property and equipment, net, consists of the following: September 30, December 31, (Successor) (Predecessor) Laboratory equipment $ 2,507,839 $ 2,507,839 Computers 38,323 38,323 Furniture 8,429 8,429 Less: Accumulated depreciation (1,929,691 ) (1,587,889 ) $ 624,900 $ 966,702 Depreciation expense for the period from February 14, 2024 through September 30, 2024 for Successor was $304,446. Predecessor depreciation expense for the period January 1, 2024 through February 13, 2024 and for the nine months ended September 30, 2023 was $37,356 and $346,164, respectively. The Company’s depreciation expense for the three months ended September 30, 2024 and the Predecessor’s depreciation expense for the three months ended September 30, 2023 was $113,855 and $115,388, respectively.

Accrued Liabilities

Accrued Liabilities	8 Months Ended
	Sep. 30, 2024
Accrued Liabilities [Abstract]
ACCRUED LIABILITIES	NOTE 5 – ACCRUED LIABILITIES Accrued liabilities consisted of the following: September 30, December 31, (Successor) (Predecessor) Employee-related liabilities $ 49,117 $ 68,697 Accrued taxes 85,148 - Accrued legal expenses 172,000 46,466 Accrued interest - 27,637 Penalty for late S-1 filing and effectiveness 645,693 - Accrued consulting and professional services 538,000 - Accrued toxicology expense 144,619 - Accrued clinical services 26,879 - Other accrued expenses 31,071 1,833 $ 1,692,527 $ 144,633

Leases

Leases	8 Months Ended
	Sep. 30, 2024
Leases [Abstract]
LEASES	NOTE 6 – Leases The Company holds a five For the three months For the For the For the nine months 2024 2023 2024 2024 2023 (Successor) (Successor) (Successor) (Predecessor) (Predecessor) Operating leases: Operating lease cost $ 229,331 $ 233,375 $ 585,702 $ 110,885 $ 695,365 Variable operating lease cost 177,056 147,942 441,560 84,401 488,867 Total lease cost $ 406,387 $ 381,317 $ 1,027,262 $ 195,286 $ 1,184,232 September 30, December 31, (Successor) (Predecessor) Right-of-use assets, net $ 1,652,614 $ 2,189,565 Operating lease liabilities, current $ 931,023 $ 769,092 Operating lease liabilities, non-current 771,525 1,575,499 Total operating lease liabilities $ 1,702,548 $ 2,344,591 Weighted-average remaining lease term of operating leases (in years) 2.00 2.75 Weighted-average discount rate for operating leases 9.60 % 9.60 % The following table reconciles the undiscounted future minimum lease payments (displayed by year and in the aggregate) under non-cancelable operating leases with terms of more than one year to the total operating lease liabilities recognized on the Company’s condensed consolidated balance sheets as of September 30, 2024: Maturity of the Company’s lease liabilities as of September 30, 2024: Remainder of 2024 $ 168,133 2025 990,055 2026 726,394 Total lease payments 1,884,582 Less: imputed interest (182,034 ) Total lease liabilities $ 1,702,548

Stockholders_ Deficit

Stockholders’ Deficit	8 Months Ended
	Sep. 30, 2024
Stockholders’ Deficit [Abstract]
STOCKHOLDERS’ DEFICIT	NOTE 7 – STOCKHOLDERS’ DEFICIT Successor Series A Convertible Preferred Stock The Company designated 12,580 shares of its authorized preferred stock as the Series A Preferred Stock and the rights, preferences and privileges of the Series A Preferred Stock are summarized below. Each share of Series A Preferred Stock has a stated value of $1,000 per share and, when issued, the Series A Preferred Stock was fully paid and non-assessable. The Series A Preferred Stock, ranks senior to all other Company capital stock unless required holder votes are obtained to create a class of stock senior to Series A Preferred Stock. The requisite holders of Series A Preferred Stock consented to the issuance of the Series C Preferred Stock described below, which ranks senior to the Series A Preferred Stock and Series B Preferred Stock. Dividend and Participation Rights: Conversion: Alternate Conversion: Redemptions: The holders of the Series A Preferred Stock have no voting rights. In February 2024, the Company consummated a private placement (the “Series A PIPE Financing”) of 10,039 shares of Series A Preferred Stock, warrants to purchase 612,746 shares of Common Stock (the “February 2024 PIPE Common Warrants”) and warrants to purchase 2,500 shares of Series A Preferred Stock (the “Preferred Warrants”) (See Note 8 below), pursuant to the Amended and Restated Securities Purchase Agreement, dated February 14, 2024, by and among the Company, PBAX and certain accredited investors (the “Initial Investors”) for aggregate cash proceeds to the Company of approximately $10.0 million, including cash previously received for bridge loan proceeds. A portion of such Series A Preferred Stock was issued as consideration for the cancellation of outstanding indebtedness, including a promissory note of PBAX amounting to $1,555,000 and the Predecessor’s convertible notes amounting to $627,154. The Company accounts for preferred stock as either equity or debt-like securities based on an assessment of the Preferred Stock rights and preferences and applicable authoritative guidance in ASC 480 and ASC 815, Derivatives and Hedging. The Company has concluded that the Series A and Series B Preferred Stock, which have no cash redemption features outside of the Company’s control are treated as equity. The Company has also concluded that the Series A Common Warrants do not possess redemption features outside of the Company’s control and are treated as equity. Due to delayed filing and declaration of effectiveness relative to the deadlines defined in the Registration Rights Agreement, the Company accrued for an aggregate $608,363 penalty as of June 30, 2024, payable in cash to the holders of Series A Preferred Stock. In the three months ended September 30, 2024, 7,005 shares of Series A Preferred Stock were converted into 108,948,903 shares of Common Stock. As of September 30, 2024, there were 3,075 remaining shares of Series A Preferred Stock, which were convertible into 62,196,602 shares of Common Stock. Successor Series B Convertible Preferred Stock The Company designated 626 shares of its authorized preferred stock as Series B Preferred Stock and established the rights, preferences and privileges of the Series B Preferred Stock pursuant to the Certificate of Designation of Preferences, Rights and Limitations of the Series B Convertible Preferred Stock (the “Series B Certificate of Designations” and, together with the Series A Certificate of Designations, the “Certificates of Designations”), as summarized below. Except as set forth below, the Series B Preferred Stock has terms and provisions that are identical to those of the Series A Preferred Stock. On April 1, 2024, we consummated a private placement of 626 shares of the Company Series B Preferred Stock, pursuant to the Securities Purchase Agreement, dated March 28, 2024, by and among us and certain accredited investors (the “Additional Investors” and, together with the Initial Investors, the “PIPE Investors”), for aggregate cash proceeds to us of approximately $0.5 million. Such private placement closed on April 1, 2024. The holders of the Series B Preferred Stock have no voting rights. The Series B Preferred Stock ranks pari passu with the Series A Preferred Stock. Due to delayed filing and declaration of effectiveness relative to the deadlines defined in the Registration Rights Agreement, the Company accrued for an aggregate $37,330 penalty as of June 30, 2024, payable in cash to the holders of Series B Preferred Stock. In the three months ended September 30, 2024, 140 shares of Series B Preferred Stock were converted into 1,244,040 shares of Common Stock. As of September 30, 2024, there were 486 remaining shares of Series B Preferred Stock, which were convertible into 9,830,097 shares of Common Stock. Successor Series C Convertible Preferred Stock The Company designated 2,853 shares of its authorized preferred stock as the Series C Preferred Stock and the rights, preferences and privileges of the Series C Preferred Stock are summarized below. Each share of Series C Preferred Stock has a stated value of $1,000 per share and, when issued, the Series C Preferred Stock was fully paid and non-assessable. The Series C Preferred Stock, ranks senior to all other Company capital stock unless required holder votes are obtained to create a class of stock senior to Series C Preferred Stock. Ranking: Dividend and Participation Rights: Conversion: Alternate Conversion: Redemptions: The holders of the Series C Preferred Stock have no voting rights. In September 2024, the Company consummated a private placement (the “Series C PIPE Financing”) of 2,853 shares of Series C Preferred Stock and warrants to purchase 8,175,166 shares of Common Stock (the “September 2024 PIPE Common Warrants”) (See Note 8 below), pursuant to the Securities Purchase Agreement, dated September 25, 2024, by and among the Company and certain accredited investors for aggregate cash proceeds to the Company of approximately $1.25 million. The Company accounts for preferred stock as either equity or debt-like securities based on an assessment of the Preferred Stock rights and preferences and applicable authoritative guidance in ASC 480 and ASC 815, Derivatives and Hedging. The Company has concluded that the Series C Preferred Stock, which has no cash redemption features outside of the Company’s control are treated as equity. The Company has also concluded that the Series C Common Warrants do not possess redemption features outside of the Company’s control and are treated as equity. Predecessor Preferred Stock Conversion to Common Stock At December 31, 2023, Predecessor had 75,120,105 shares of capital stock authorized, consisting of 45,350,000 shares of Predecessor common stock and 29,770,105 shares of Predecessor convertible preferred stock. All classes of the Predecessor’s stock had a par value of $0.0001. On February 14, 2024, on the close of the Merger, the Predecessor’s outstanding convertible preferred stock converted to Common Stock at a conversion ratio of 0.0806 and 0.1757 shares of Common Stock for each share of Predecessor Series Seed Convertible Preferred Stock and Predecessor Series A Convertible Preferred Stock, respectively. This resulted in the issuance of 415,498 and 3,999,997 shares of Common Stock for the Predecessor’s Series Seed Preferred Stock and Predecessor Series A Preferred Stock, respectively. Predecessor’s Series Seed and Series A Preferred Stock had cash redemption features outside of its control, and therefore were classified in a mezzanine section presented on the balance sheets between liabilities and stockholders’ deficit. Purchase of Common Stock by Keystone Capital Partners under the Equity Line of Credit (“ELOC”) On February 14, 2024, in conjunction with, and as a condition to the closing of the Series A PIPE Financing, the Company entered into a common stock purchase agreement (the “Keystone Purchase Agreement”) with Keystone Capital Partners, L.P. (“Keystone”), pursuant to which we may sell and issue, and Keystone is obligated to purchase, up to 25,000,000 shares subject to the Company obtaining all necessary stockholder approvals to issue the shares to Keystone. The price of the shares purchased by Keystone under the ELOC is 90% of various volume-weighted average price (“VWAP”) and closing price-based formulae, and requires a waiver, should the selling price be below $1.00 per share. As consideration for Keystone’s commitment to purchase shares of Common Stock pursuant to the Keystone Purchase Agreement, we issued an aggregate of 1,864,345 shares of Common Stock to Keystone. In the three and nine months ended September 30, 2024, the Company sold approximately 13.0 million shares for gross proceeds of approximately 1.7 million, and 20.9 million shares for gross proceeds of approximately $1.7 and $4.3 million, respectively, under the Keystone ELOC. The Company sought and received a waiver to sell the shares below $1.00 per share. The Company also issued 1,613,944 and 1,864,295 shares of common stock to Keystone as consideration for the ELOC in the three-month period ended September 30, 2024 and the period from February 14, 2024 to September 30, 2024, respectively. Issuance of Common Stock to Arena Business Solutions Global SPC II, Ltd. (“Arena”) for the Arena ELOC On February 23, 2024, the Company entered into a common stock purchase agreement (the “Arena Purchase Agreement”) with Arena, pursuant to which we may sell and issue, and Arena is obligated to purchase, up to $25,000,000 of Common Stock. The price of the shares purchased by Arena under the ELOC is 90% of various VWAP and closing price-based formulae, and requires a waiver, should the selling price be below $0.25 per share. As consideration for Arena commitment to purchase shares of Common Stock pursuant to the Arena Purchase Agreement, the Company issued no shares and 345,566 shares of Common Stock to Arena during the three and nine-month period ended September 30, 2024, respectively. The Company has sold no shares of Common Stock to Arena under the Arena ELOC in the nine-month period ended September 30, 2024.

Warrants

Warrants	8 Months Ended
	Sep. 30, 2024
Warrants [Abstract]
WARRANTS	NOTE 8 – WarrantS Accounting for warrants The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the instruments’ specific terms and applicable authoritative guidance in ASC 480 and ASC 815, Derivatives and Hedging. The assessment considers whether the instruments are free standing financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the instruments meet all of the requirements for equity classification under ASC 815, including whether the instruments are indexed to the Company’s own common stock and whether the instrument holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, was conducted at the time of warrant issuance and as of each subsequent period end date while the instruments are outstanding. Public Warrants At September 30, 2024, there were 9,192,500 Public Warrants outstanding, each with a right to purchase one share of Common Stock for $11.50. The Public Warrants became exercisable 30 days after the Merger. No warrants will be exercisable for cash unless the Company has an effective and current registration statement covering the Common Stock issuable upon exercise of the warrants and a current prospectus relating to such Common Stock. The warrants were registered under a resale registration statement on Form S-1 (File No. 333-279156), which was declared effective by the Securities and Exchange Commission on July 5, 2024. Notwithstanding the foregoing, warrant holders may, during any period when the Company shall have failed to maintain an effective registration statement, exercise warrants on a cashless basis pursuant to the exemption provided by Section 3(a)(9) of the Securities Act, provided that such exemption is available. If that exemption, or another exemption, is not available, holders will not be able to exercise their warrants on a cashless basis. The Public Warrants will expire five years after the Merger or earlier upon redemption or liquidation. Once the warrants became exercisable, the Company may, with 30 days prior notice, redeem the Public Warrants in whole and not in part, at a price of $0.01 per warrant if the shares underlying the warrants are registered and if the closing price of Common Stock equals or exceeds $18.00 for 20 of the prior 30 trading days. If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of shares of Common Stock issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend, extraordinary dividend or recapitalization, reorganization, merger, or consolidation. However, the warrants will not be adjusted for issuances of Common Stock at a price below their respective exercise prices. Additionally, in no event will the Company be required to net cash settle the warrants. As discussed above, the Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the instruments’ specific terms and applicable authoritative guidance in ASC 480 and ASC 815, Derivatives and Hedging. Management has concluded that the Public Warrants and Private Placement Warrants issued pursuant to the warrant agreement qualify for equity accounting treatment. Conversion warrants On November 14, 2019, Predecessor issued warrants to purchase a total of 1,849,638 shares of Predecessor Series A Preferred Stock at a price of $1.7571 per share. The warrants were exercisable into shares of Predecessor Series A Preferred Stock at the discretion of the holder, at any time in the five years after issuance. The warrants were analyzed and determined to be freestanding instruments issued in a transaction including the conversion or sale of the Series A Preferred Stock. A warrant to purchase up to 426,839 shares of Series A Preferred Stock was issued in a transaction that included the conversion of 100 shares of Series 1 Preferred Stock into 2,845,597 shares of Predecessor Series A Preferred Stock. Another warrant to purchase up to 1,422,799 shares of Series A Preferred Stock was issued concurrent with the purchase of 2,845,597 shares of Series A Preferred Stock. These warrants are collectively referred to as the “Predecessor preferred stock warrants.” On February 14, 2024, the Predecessor preferred stock warrants were converted into warrants to purchase up to 324,999 shares of Common Stock (“Conversion Warrants”). The Conversion Warrants will initially be exercisable for Common Stock at an exercise price equal to $10.00. The exercise price is subject to adjustment for stock splits, combinations and similar events, and, in the event of stock dividends and splits, the number of shares of Common Stock issuable upon the exercise of the Conversion Warrant will also be adjusted so that the aggregate exercise price shall be the same immediately before and immediately after any such adjustment. The Conversion Warrants will expire five years after the original Predecessor warrants were issued, or November 14, 2024. The Conversion Warrants will automatically convert at the end of the exercise period if the fair market value (as determined in the Conversion Warrants) of a share of Common Stock underlying the Conversion Warrants is greater than the exercise price in effect on such date. As discussed above, Predecessor accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the instruments’ specific terms and applicable authoritative guidance in ASC 480 and ASC 815, Derivatives and Hedging. Based on the exercisability of the Predecessor Preferred Warrants into Series A Preferred Stock, which had a cash redemption feature outside of the control of Predecessor, the Predecessor warrants were recorded as a derivative liability and were revalued at each reporting period, with the change in value being recorded on the Statement of Operations. The Company’s Conversion Warrants are exercisable into Common Stock, which has no cash redemption features that require liability treatment and the Company recorded the Conversion Warrants as equity. February 2024 PIPE Common Warrants (Successor) The Company’s February 2024 PIPE Common Warrants are initially exercisable for cash at an exercise price equal to the greater of (x) $9.20 (as adjusted for stock splits, stock dividends, stock combinations, recapitalizations and similar events) and (y) the closing price of the Common Stock on the trading day immediately prior to the Subscription Date (as defined in the February 2024 PIPE Common Warrant Agreement). The exercise price is subject to adjustment for stock splits, combinations and similar events, and, in the event of stock dividends and splits, the number of shares of Common Stock issuable upon the exercise of the February 2024 PIPE Common Warrants will also be adjusted so that the aggregate exercise price shall be the same immediately before and immediately after any such adjustment. On Stockholder approval for the issuance of shares underlying the warrants, granted April 30, 2024, the exercise price of the February 2024 PIPE Common Warrants was adjusted to $1.39 per share, per the terms of the Securities Purchase Agreement. The February 2024 PIPE Common Warrants will be exercisable beginning six months after the issuance date (the “Initial Exercisability Date”) and expiring on the third anniversary of the Initial Exercisability Date. The February 2024 PIPE Common Warrants require “buy-in” payments to be made by us for failure to deliver any shares of Common Stock issuable upon exercise. If at the time of exercise of the February 2024 PIPE Common Warrants, there is no effective registration statement registering the shares of the Common Stock underlying the Common February 2024 PIPE Warrants, such warrants may be exercised on a cashless basis pursuant to their terms. If we issue options, convertible securities, warrants, shares, or similar securities to holders of Common Stock, each holder of February 2024 PIPE Common Warrants has the right to acquire the same as if the holder had exercised its February 2024 PIPE Common Warrants. The holders of February 2024 PIPE Common Warrants are entitled to receive any dividends paid or distributions made to our holders of Common Stock on an “as if converted” basis. The February 2024 PIPE Common Warrants prohibit us from entering into specified fundamental transactions unless the successor entity assumes all of our obligations under the February 2024 PIPE Common Warrants under a written agreement before the transaction is completed. Upon specified corporate events, a holder of February 2024 PIPE Common Warrants will thereafter have the right to receive upon an exercise such shares, securities, cash, assets or any other property whatsoever which the holder would have been entitled to receive upon the happening of the applicable corporate event had the February 2024 PIPE Common Warrants been exercised immediately prior to the applicable corporate event. When there is a transaction involving specified changes of control, a holder of February 2024 PIPE Common Warrants will have the right to force us to repurchase the holder’s February 2024 PIPE Common Warrants for a purchase price in cash equal to the Black-Scholes value, as calculated under the February 2024 PIPE Common Warrants, of the then unexercised portion of the February 2024 PIPE Common Warrants. The Company’s February 2024 PIPE Common Warrants are exercisable into Common Stock, which has no cash redemption features that require liability treatment. The Company has recorded the February 2024 PIPE Common Warrants as equity. September 2024 PIPE Common Warrants (Successor) The Company’s September 2024 PIPE Common Warrants are initially exercisable for cash at an initial exercise price equal to $0.098 (as adjusted for stock splits, stock dividends, stock combinations, recapitalizations and similar events). The exercise price is also subject to adjustment for the sale of Common Stock, or issuance or modification of options to a result in the purchase of a Common Share at an effective price per share lower than the then current September 2024 PIPE Common Warrant exercise price. Additionally, should the Company issue any variable priced convertible securities, the holders may elect an alternative exercise price that allows exercise at the effective purchase price applicable to the convertible security. The September 2024 PIPE Common Warrants will be exercisable beginning six months after the issuance date (the “Initial Exercisability Date”) and expiring on the third anniversary of the Initial Exercisability Date. The September 2024 PIPE Common Warrants require “buy-in” payments to be made by us for failure to deliver any shares of Common Stock issuable upon exercise. If at the time of exercise of the September 2024 PIPE Common Warrants, there is no effective registration statement registering the shares of the Common Stock underlying the Common September 2024 PIPE Warrants, such warrants may be exercised on a cashless basis pursuant to their terms. If we issue options, convertible securities, warrants, shares, or similar securities to holders of Common Stock, each holder of September 2024 PIPE Common Warrants has the right to acquire the same as if the holder had exercised its September 2024 PIPE Common Warrants. The holders of September 2024 PIPE Common Warrants are entitled to receive any dividends paid or distributions made to our holders of Common Stock on an “as if converted” basis. The September 2024 PIPE Common Warrants prohibit us from entering into specified fundamental transactions unless the successor entity assumes all of our obligations under the September 2024 PIPE Common Warrants under a written agreement before the transaction is completed. Upon specified corporate events, a holder of September 2024 PIPE Common Warrants will thereafter have the right to receive upon an exercise such shares, securities, cash, assets or any other property whatsoever which the holder would have been entitled to receive upon the happening of the applicable corporate event had the September 2024 PIPE Common Warrants been exercised immediately prior to the applicable corporate event. When there is a transaction involving specified changes of control, a holder of September 2024 PIPE Common Warrants will have the right to force us to repurchase the holder’s September 2024 PIPE Common Warrants for a purchase price in cash equal to the Black-Scholes value, as calculated under the September 2024 PIPE Common Warrants, of the then unexercised portion of the September 2024 PIPE Common Warrants. The Company’s September 2024 PIPE Common Warrants are exercisable into Common Stock, which has no cash redemption features that require liability treatment. The Company has recorded the September 2024 PIPE Common Warrants as equity. Preferred Warrants The Preferred Warrants will initially be exercisable for cash at an exercise price equal to $800. The exercise price is subject to adjustment for stock splits, combinations and similar events, and, in the event of stock dividends and splits, the number of shares of Series A Preferred Stock issuable upon the exercise of the Preferred Warrant will also be adjusted so that the aggregate exercise price shall be the same immediately before and immediately after any such adjustment. The Preferred Warrants will expire on the first anniversary of the closing of the Merger, or February 14, 2025. We have the right, conditional upon the share price of CERO stock to be trading above $1.00 per share, to require the holders of Preferred Warrants to exercise such Preferred Warrants into up to an aggregate number of shares of Preferred Stock equal to the holder’s pro rata amount of 2,500 shares of Preferred Stock. In connection with the Series C PIPE Financing, we agreed with certain holders of the Preferred Warrants not to exercise such right to require such exercise by the holders thereof in consideration for their investment in the Series C PIPE Financing. The Preferred Warrants prohibit us from entering into specified fundamental transactions unless the Successor assumes all of our obligations under the Preferred Warrants under a written agreement before the transaction is completed. Upon specified corporate events, a holder of the Preferred Warrants will thereafter have the right to receive upon an exercise such shares, securities, cash, assets or any other property whatsoever which the holder would have been entitled to receive upon the happening of the applicable corporate event had the Preferred Warrant been exercised immediately prior to the applicable corporate event. In the three-month period ended September 30, 2024, 38 Series A Preferred Warrants were converted into shares of Series A Preferred Stock for proceeds of $38,000. The Company’s Preferred Warrants are exercisable into Series A Preferred Stock, which has no cash redemption features that require liability treatment. The Company has recorded the Preferred Warrants as equity. The Company warrants outstanding at September 30, 2024 are presented below: Balance September 30, Common Warrants Preferred Warrants (Predecessor) - Public Warrants (Successor) 9,192,500 Conversion Warrants (Successor) 324,999 Common February 2024 PIPE Warrants (Successor) 612,746 Common September 2024 PIPE Warrants (Successor) 8,175,166 Weighted average exercise price $ 6.04 Weighted average remaining life (years) 3.9 Series A Preferred Warrants (Successor) 2,462 Exercise price $ 800 Remaining life (years) 0.38

Fair Value Measurements

Fair Value Measurements	8 Months Ended
	Sep. 30, 2024
Fair Value Measurements [Abstract]
FAIR VALUE MEASUREMENTS	NOTE 9 – FAIR VALUE MEASUREMENTS Predecessor estimated the fair value of the Predecessor Series A Preferred Stock Warrants at December 31, 2023, using Black-Scholes with the following assumptions: December 31, 2023 (Predecessor) Risk-free interest rate 5.40 % Expected life (in years) 0.25 Expected dividend yield - % Expected volatility 65.90 % The Company initially recorded the Earnout liability at estimated fair value using a Monte Carlo analysis and has revalued the Earnout liability at each subsequent period. The Monte Carlo analysis used the following assumptions: September 30, February 14 2024 2024 (Successor) (Successor) Starting share price $ 0.09 $ 4.90 Tranche 1 trigger price $ 1.25 $ 3.20 Tranche 2 trigger price $ 1.50 $ 3.85 Contractual term 3.4 4.0 Volatility 90 % 90 % Risk-free interest rate 3.52 % 4.20 % At September 30, 2024 for the Successor and December 31, 2023 for the Predecessor, the fair value of derivative liabilities were classified as follows: The classification of the fair value of derivative liabilities and the change in the fair value measurement using significant inputs (Level 3) for the period from December 31, 2022 through September 30, 2023 and December 31, 2023 through February 14, 2024 for Predecessor and February 14, 2024 through September 30, 2024 for the Company is presented below: Level 1 Level 2 Level 3 Total Preferred stock warrant liability (Predecessor): Balance at January 1, 2024 $ - $ - $ 320,117 $ 320,117 Reclassification of warrant liability to equity - - (320,117 ) (320,117 ) Balance at February 13, 2024 - - - - Earnout liability (Successor): Balance at February 14, 2024 - - 4,900,000 4,900,000 (Gain) on revaluation of earnout liability - - (1,800,000 ) (1,800,000 ) Balance at March 31, 2024 - - 3,100,000 3,100,000 (Gain) on revaluation of earnout liability - - (2,900,000 ) (2,900,000 ) Balance at June 30, 2024 $ - $ - $ 200,000 $ 200,000 (Gain) on revaluation of earnout liability - - (170,000 ) (170,000 ) Balance at September 30, 2024 $ - $ - $ 30,000 $ 30,000 Level 1 Level 2 Level 3 Total Preferred stock warrant liability (Predecessor): Balance at January 1, 2023 $ - $ - $ 610,381 $ 610,381 Loss on revaluation of warrant liability - - 36,657 36,657 Balance at March 31, 2023 - - 647,038 647,038 Gain on revaluation of warrant liability - - (261,822 ) (261,822 ) Balance at June 30, 2023 $ - $ - $ 385,216 $ 385,216 Gain on revaluation of warrant liability - - (186,067 ) (186,067 ) Balance at September 30, 2023 $ - $ - $ 199,149 $ 199,149

Stock-Based Compensation

Stock-Based Compensation	8 Months Ended
	Sep. 30, 2024
Stock-Based Compensation [Abstract]
STOCK-BASED COMPENSATION	NOTE 10 – STOCK-BASED COMPENSATION In October 2016, Predecessor’s Board of Directors approved the adoption of an Equity Incentive Plan (“Predecessor EIP”). As amended, the Predecessor EIP permits Predecessor to grant awards allowing for the issuance of up to 4,888,402 shares of Predecessor’s common stock. On close of the Merger, outstanding awards issued for the Predecessor EIP were converted to options to purchase a number of shares of the Company’s Common Stock equal to the number of Predecessor shares multiplied by the Merger conversion ratio of 0.064452 at a price of the Predecessor option strike price divided by the Merger conversion ratio. The Predecessor EIP was then cancelled. Predecessor’s Stock option activity for the period from December 31, 2023 through February 14, 2024 and the Company’s stock option activity for the period from February 14, 2024 through September 30, 2024, was as follows: Outstanding Weighted Weighted Balance, December 31, 2023 (Predecessor) 782,499 $ 0.27 6.86 Options cancelled (Predecessor) (782,499 ) $ 0.27 Balance, February 14, 2024 (Predecessor) - $ - - Balance, February 14, 2024 (Predecessor) - $ - - Options granted (Successor) 5,039,721 $ 1.68 Options Cancelled (Successor) (2,382,235 ) $ 1.73 Balance, September 30, 2024 (Successor) 2,657,486 $ 1.63 9.51 The intrinsic value of Predecessor options exercised during the nine-month period ended September 30, 2023 was $9,485. No options were exercised in the nine-month period ended September 30, 2024. On March 25, 2024, the Company’s Board adopted, and its stockholders approved, an Equity Incentive Plan (the “2024 Plan”). The 2024 Plan provides for the granting of stock options, restricted stock and stock appreciation rights to employees, members of the Board of Directors and non-employee consultants. Stock options granted generally expire ten years after their original date of grant and generally vest 25% on the first anniversary of the grant, then monthly to the fourth anniversary of the date of grant, subject to continued service through the applicable vesting date. The plan allows for the issuance of up to 5,172,590 shares of Common Stock. On April 30, 2024, the 2024 Plan was amended to include 2,000,000 additional shares of Common Stock in the pool available for future grant awards. The Company estimated the fair value of stock options granted during the period February 14, 2024 through September 30, 2024 using Black-Scholes with the following weighted average assumptions: ● The Common Stock expected dividend yield assumption of 0.0% is based on the expectation of no dividend payouts to Common Stock. ● The risk-free interest rate assumption is based on the U.S. Department of Treasury instruments whose term was most consistent with the expected life of the Company’s stock options. ● The expected stock price volatility assumption was determined by examining the historical volatilities for industry peers, as the Company does not have sufficient public trading history for the Company’s Common Stock. The Company will continue to analyze the historical stock price volatility and expected term assumption as more historical price data for the Company’s Common Stock becomes available. ● The expected lives of the Company’s stock options are estimated based on the type of award issued using approaches that do not rely on the historical data of the Company, as management has concluded there is insufficient data to provide a reasonable forward-looking estimate. The expected life of an incentive stock option is estimated using the simplified method described in Staff Accounting Bulletin Topic 14 – Share-Based Payment. All incentive stock options awarded by the Company have terms consistent with this approach, which is to calculate the weighted average midpoint between the vesting date of each vesting tranche and the termination date of the option. Non-qualified stock options are valued using the contractual life as the expected term. For the period from February 14, 2024 through September 30, 2024, the Company recorded stock-based compensation expense of $1.9 million, of which $1.0 million was related to research and development and $0.9 million was related to general and administrative. For the period from January 1, 2024 through February 13, 2024, Predecessor recorded an immaterial amount of stock-based compensation expense. For the three-month period ended September 30, 2024, the Company recorded stock-based compensation expense of $0.4 million, of which $0.1 million was related to research and development and $0.3 million was related to general and administrative. For the nine-month period ended September 30, 2023, Predecessor recorded stock-based compensation expense of $0.08 million, of which $0.07 million was related to research and development and $0.01 million was related to general and administrative. For the three-month period ended September 30, 2023, the Predecessor recorded stock-based compensation expense of $0.02 million, of which $0.02 million was related to research and development and approximately $0 was related to general and administrative. As of September 30, 2024, the Company had $1.5 million of unamortized stock-based compensation cost related to unvested stock options, which is expected to be recognized over a weighted average period of 1.7 years. The weighted average grant date calculated fair value per share of the Company’s options granted during the period from February 14, 2024, through September 30, 2024, was $1.02. There were no Predecessor options granted in the nine-month period ended September 30, 2023.

401(K) Retirement Savings Plan

401(K) Retirement Savings Plan	8 Months Ended
	Sep. 30, 2024
401(K) Retirement Savings Plan [Abstract]
401(k) RETIREMENT SAVINGS PLAN	NOTE 11 – 401(k) RETIREMENT SAVINGS PLAN The Company sponsors a 401(k) defined contribution plan covering eligible employees who elect to participate. The Company is allowed to make discretionary profit sharing and 401(k) matching contributions as defined in the plan and as approved by the Board of Directors. The Company’s contributions for the period from February 14, 2024 through September 30, 2024, was $40,459 and Predecessor contributions during the period from January 1, 2024 through February 13, 2024 was $8,657. The Company’s contributions for the three-months ended September 30, 2024 was $16,700. The Predecessor made no

Subsequent Events

Subsequent Events	8 Months Ended
	Sep. 30, 2024
Subsequent Events [Abstarct]
SUBSEQUENT EVENTS	NOTE 12 – Subsequent Events On October 1, 2024, the Company’s Board of Directors granted Directors and Officers options to purchase up to 4.5 million shares of common stock for $0.10 per share. The grants have various vesting conditions, including time-based and performance-based terms. Additionally, on October 1, 2024, the exercise price of all other outstanding options granted under the 2024 Plan was adjusted to $0.10 per share, with all other terms of the original grant to remain without adjustment. 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 letter from the staff at The Nasdaq Global Market (“Nasdaq”) 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 that commenced when the Company received notice in July 2024 that the closing bid price was below $1.00 for ten consecutive trading days and was scheduled to expire on January 15, 2025. In addition, on October 30, 2024, the Company received a letter from the staff at Nasdaq notifying the Company that it had not regained compliance with the continued listing requirement to maintain a minimum market value of $50,000,000 for its listed securities within the 180-day compliance period granted by Nasdaq in May 2024. Each such deficiency results in the commencement of delisting proceedings. However, the Company has requested a hearing from Nasdaq and plans to submit a plan to regain compliance with the listing requirements at such hearing. On November 8, 2024, the Company consummated a purchase agreement with Keystone pursuant to which we may sell and issue, and Keystone is obligated to purchase, up to $20.6 million of shares of Common Stock, subject to certain market conditions. The price of the shares purchased by Keystone under the ELOC is 90% of various volume-weighted average price (“VWAP”) and closing price-based formulae, and requires a waiver, should the selling price be below $0.01 per share. On November 11. 2024, the Company’s stockholders approved a reverse stock split ranging from 1:25 to 1:150. On November 15, 2024, the Board of Directors authorized a reverse stock split ratio of 1:40, such reverse split is anticipated to be effective on or about December 2, 2024. Although such reverse stock split is expected to enable regaining compliance with the Bid Price Requirement, it is not intended to contribute to regaining compliance with the other Requirements.

Pay vs Performance Disclosure

Pay vs Performance Disclosure - USD ($)	1 Months Ended	3 Months Ended		8 Months Ended	9 Months Ended
	Feb. 13, 2024	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Pay vs Performance Disclosure
Net Income (Loss)	$ (572,211)	$ (4,227,967)	$ (1,349,347)	$ (8,404,104)	$ (6,024,395)

Insider Trading Arrangements

Insider Trading Arrangements	3 Months Ended
	Sep. 30, 2024
Trading Arrangements, by Individual
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false

Accounting Policies, by Policy

Accounting Policies, by Policy (Policies)	8 Months Ended
	Sep. 30, 2024
Significant Accounting Policies [Abstract]
Basis of presentation	Basis of presentation On February 14, 2024, the Company completed the Merger with CERo Therapeutics, Inc., with CERo Therapeutics, Inc. surviving the Merger as a wholly-owned subsidiary of the Company, the accounting acquirer. The transaction was accounted for as a forward Merger asset acquisition. Unless the context otherwise requires, the “Company,” for periods prior to the Closing, refers to CERo Therapeutics, Inc. (“Predecessor”), and for the periods after the Closing, refers to CERo Therapeutics Holdings, Inc. (“Successor” or the “Company”). As a result of the Merger, the results of operations, financial position and cash flows of the Predecessor and the Company are not directly comparable. CERo Therapeutics, Inc. was deemed to be the predecessor entity. Accordingly, the historical financial statements of CERo Therapeutics, Inc. became the historical financial statements of the combined Company, upon the consummation of the Merger. As a result, the financial statements included in this report reflect (i) the historical operating results of CERo Therapeutics, Inc. prior to the Merger and (ii) the combined results of the Company, CERo Therapeutics Holdings, Inc., following the Closing. The accompanying unaudited condensed consolidated financial statements include a Predecessor period, which includes the period through February 13, 2024 concurrent with the Merger, and a Successor period from February 14, 2024 through September 30, 2024. A black line between the Successor and Predecessor periods has been placed in the condensed consolidated financial statements and in the tables to the notes to the condensed consolidated financial statements to highlight the lack of comparability between these two periods.
Use of estimates	Use of estimates
Cash, restricted cash, and cash equivalents	Cash, restricted cash, and cash equivalents
Concentration of credit risk	Concentration of credit risk
Property and equipment	Property and equipment
Impairment of long-lived assets	Impairment of long-lived assets
Leases	Leases – Certain leases include variable lease costs to reimburse the lessor for real estate tax and insurance expenses, and certain non-lease components that transfer a distinct service to the Lessee, such as common area maintenance services. The Company has elected to separate the accounting for fixed lease components and variable and non-lease components for real estate and equipment leases. The variable lease costs are recorded on the consolidated statement of operations as rent expense, within general and administrative expenses. The Company has no financing leases.
Derivative Financial Instruments	Derivative Financial Instruments
Fair value measurements	Fair value measurements Level 1 – Observable inputs such as unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date. Level 2 – Inputs (other than quoted prices included in Level 1) that are either directly or indirectly observable for the asset or liability. These include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active. Level 3 – Unobservable inputs for which there is little or no market data and which require the Company to develop its own assumptions about how market participants would price the asset or liability. Consideration is given to the risk inherent in the valuation technique and the risk inherent in the inputs to the model. The categorization of a financial instrument within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The carrying amounts of cash, restricted cash, and cash equivalents, prepaid expenses and other current assets, accounts payable, and accrued liabilities approximate fair value due to their relatively short-term maturities.
Research and development	Research and development
Stock-based compensation	Stock-based compensation The fair value of equity awards that are expected to vest is amortized on a straight-line basis over the requisite service period. Stock-based compensation expense is recognized net of actual forfeitures when they occur, as an increase to additional paid-in capital in the condensed consolidated balance sheets and in research and development or, general and administrative expenses in the condensed consolidated statements of operations. All stock-based compensation costs are recorded in the condensed consolidated statements of operations based upon the underlying employee’s role within the Company.
Income taxes	Income taxes 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 since inception. Tax years subsequent to 2020 are subject to examination by federal and state authorities.

Nature of Operations and Basi_2

Nature of Operations and Basis of Presentation (Tables)	8 Months Ended
	Sep. 30, 2024
Nature of Operations and Basis of Presentation [Abstract]
Schedule of Purchase Price Calculation	The following is a summary of the purchase price calculation (unaudited). Number of shares of Common Stock 5,000,000 Multiplied by PBAX’s share price, as of the Closing $ 5.85 Total $ 29,250,000 Fair value of PBAX founder’s shares converted to shares of Common Stock and transferred to Predecessor stockholders $ 5,118,750 Fair value of contingent Common Stock consideration $ 12,870,000 Total Common Stock consideration $ 47,238,750 Assumed liabilities 3,311,153 Total purchase price $ 50,549,903
Schedule of Allocation of the Purchase Price	The allocation of the purchase price was as follows (unaudited). Cash $ 963,855 Net working capital (excluding cash and cash equivalents) (1,819,514 ) Fixed assets 929,346 Acquired in-process research and development 45,640,000 Net assets acquired 45,713,687 Loss on consolidation of VIE 4,836,216 Total purchase price $ 50,549,903
Schedule of Opening Consolidated Balance Sheet of the Successor	The number of shares of Common Stock issued and amounts recorded on the line within stockholders’ deficit are reflected below to arrive at the opening consolidated balance sheet of the Company. Convertible Series A Additional Stock Series A Common Stock Paid-in Subscription Accumulated Shares Amount Shares Amount Capital Receivable Deficit Total PBAX Closing Equity as of February 13, 2024 - $ - 5,481,250 $ 547 $ - $ - $ (12,709,426 ) $ (12,708,879 ) Forfeiture of founders shares - - (875,000 ) (88 ) 88 - - - Adjusted shares outstanding - - 4,606,250 459 88 - (12,709,426 ) (12,708,879 ) Shares issued as consideration in the Merger - - 8,075,000 808 47,237,942 - - 47,238,750 Loss on VIE consolidation - - - - - - (4,836,215 ) (4,836,215 ) Expense IPR&D - - - - - - (45,640,000 ) (45,640,000 ) Reclassification of public shares - - 82,047 8 911,349 - - 911,357 Issuance of common stock as payment to vendors - - 1,649,500 165 3,182,385 - - 3,182,550 Elimination of deferred underwriting fees - - - - 5,690,000 - - 5,690,000 Reclassification of earnout liability - - - - (4,900,000 ) - - (4,900,000 ) Conversion of CERo bridge notes and accrued interest into Series A preferred stock 630 627,154 - - - - - 627,154 Conversion of working capital loan into Series A preferred stock 1,555 1,555,000 - - - - - 1,555,000 Issuance of Series A shares sold to investors 7,854 6,755,698 - - (856,663 ) - - 5,899,035 Issuance of Series A Warrants - - - - 2,000,000 (2,000,000 ) - - Issuance of common shares to Keystone Capital LLC for equity line of credit - - 119,050 12 633,333 - - 633,345 Opening Equity at February 14, 2024 (Successor) 10,039 $ 8,937,852 14,531,847 $ 1,452 $ 53,898,434 $ (2,000,000 ) $ (63,185,641 ) $ (2,347,903 )

Net Loss Per Share of Common _2

Net Loss Per Share of Common Stock (Tables)	8 Months Ended
	Sep. 30, 2024
Net Loss Per Share of Common Stock [Abstract]
Schedule of Diluted Net Loss Per Share	The following table summarizes the number of shares of Common Stock issuable upon conversion or exercise, as applicable, of convertible securities, stock options, and warrants that were not included in the calculation of diluted net loss per share because such shares are antidilutive: September 30, September 30, (Successor) (Predecessor) Conversion of convertible preferred stock issued and outstanding 84,770,124 27,920,467 Conversion of convertible preferred stock underlying convertible preferred stock warrants 49,797,736 1,849,638 Exercise of common warrants into common stock 18,305,411 - Common stock reserved for employee stock option plan (ESPP) 527,182 - Common stock underlying outstanding options 2,657,486 894,500 156,057,939 30,664,605

Property and Equipment (Tables)

Property and Equipment (Tables)	8 Months Ended
	Sep. 30, 2024
Property and Equipment [Abstract]
Schedule of Property and Equipment, Net	Property and equipment, net, consists of the following: September 30, December 31, (Successor) (Predecessor) Laboratory equipment $ 2,507,839 $ 2,507,839 Computers 38,323 38,323 Furniture 8,429 8,429 Less: Accumulated depreciation (1,929,691 ) (1,587,889 ) $ 624,900 $ 966,702

Accrued Liabilities (Tables)

Accrued Liabilities (Tables)	8 Months Ended
	Sep. 30, 2024
Accrued Liabilities [Abstract]
Schedule of Accrued Liabilities	Accrued liabilities consisted of the following: September 30, December 31, (Successor) (Predecessor) Employee-related liabilities $ 49,117 $ 68,697 Accrued taxes 85,148 - Accrued legal expenses 172,000 46,466 Accrued interest - 27,637 Penalty for late S-1 filing and effectiveness 645,693 - Accrued consulting and professional services 538,000 - Accrued toxicology expense 144,619 - Accrued clinical services 26,879 - Other accrued expenses 31,071 1,833 $ 1,692,527 $ 144,633

Leases (Tables)

Leases (Tables)	8 Months Ended
	Sep. 30, 2024
Leases [Abstract]
Schedule of Lease Costs	The Company recorded the following lease costs: For the three months For the For the For the nine months 2024 2023 2024 2024 2023 (Successor) (Successor) (Successor) (Predecessor) (Predecessor) Operating leases: Operating lease cost $ 229,331 $ 233,375 $ 585,702 $ 110,885 $ 695,365 Variable operating lease cost 177,056 147,942 441,560 84,401 488,867 Total lease cost $ 406,387 $ 381,317 $ 1,027,262 $ 195,286 $ 1,184,232
Schedule of Operating Lease Liabilities	September 30, December 31, (Successor) (Predecessor) Right-of-use assets, net $ 1,652,614 $ 2,189,565 Operating lease liabilities, current $ 931,023 $ 769,092 Operating lease liabilities, non-current 771,525 1,575,499 Total operating lease liabilities $ 1,702,548 $ 2,344,591 Weighted-average remaining lease term of operating leases (in years) 2.00 2.75 Weighted-average discount rate for operating leases 9.60 % 9.60 %
Schedule of Maturity Lease Liabilities	Maturity of the Company’s lease liabilities as of September 30, 2024: Remainder of 2024 $ 168,133 2025 990,055 2026 726,394 Total lease payments 1,884,582 Less: imputed interest (182,034 ) Total lease liabilities $ 1,702,548

Warrants (Tables)

Warrants (Tables)	8 Months Ended
	Sep. 30, 2024
Warrants [Abstract]
Schedule of Predecessor Warrants Outstanding	The Company warrants outstanding at September 30, 2024 are presented below: Balance September 30, Common Warrants Preferred Warrants (Predecessor) - Public Warrants (Successor) 9,192,500 Conversion Warrants (Successor) 324,999 Common February 2024 PIPE Warrants (Successor) 612,746 Common September 2024 PIPE Warrants (Successor) 8,175,166 Weighted average exercise price $ 6.04 Weighted average remaining life (years) 3.9 Series A Preferred Warrants (Successor) 2,462 Exercise price $ 800 Remaining life (years) 0.38

Fair Value Measurements (Tables

Fair Value Measurements (Tables)	8 Months Ended
	Sep. 30, 2024
Fair Value Measurements [Abstract]
Schedule of Estimated the Fair Value	Predecessor estimated the fair value of the Predecessor Series A Preferred Stock Warrants at December 31, 2023, using Black-Scholes with the following assumptions: December 31, 2023 (Predecessor) Risk-free interest rate 5.40 % Expected life (in years) 0.25 Expected dividend yield - % Expected volatility 65.90 %
Schedule of Earnout Liability at Estimated Fair Value Using a Monte Carlo Analysis	The Monte Carlo analysis used the following assumptions: September 30, February 14 2024 2024 (Successor) (Successor) Starting share price $ 0.09 $ 4.90 Tranche 1 trigger price $ 1.25 $ 3.20 Tranche 2 trigger price $ 1.50 $ 3.85 Contractual term 3.4 4.0 Volatility 90 % 90 % Risk-free interest rate 3.52 % 4.20 %
Schedule of Change in the Fair Value Measurement Using Significant Inputs	The classification of the fair value of derivative liabilities and the change in the fair value measurement using significant inputs (Level 3) for the period from December 31, 2022 through September 30, 2023 and December 31, 2023 through February 14, 2024 for Predecessor and February 14, 2024 through September 30, 2024 for the Company is presented below: Level 1 Level 2 Level 3 Total Preferred stock warrant liability (Predecessor): Balance at January 1, 2024 $ - $ - $ 320,117 $ 320,117 Reclassification of warrant liability to equity - - (320,117 ) (320,117 ) Balance at February 13, 2024 - - - - Earnout liability (Successor): Balance at February 14, 2024 - - 4,900,000 4,900,000 (Gain) on revaluation of earnout liability - - (1,800,000 ) (1,800,000 ) Balance at March 31, 2024 - - 3,100,000 3,100,000 (Gain) on revaluation of earnout liability - - (2,900,000 ) (2,900,000 ) Balance at June 30, 2024 $ - $ - $ 200,000 $ 200,000 (Gain) on revaluation of earnout liability - - (170,000 ) (170,000 ) Balance at September 30, 2024 $ - $ - $ 30,000 $ 30,000 Level 1 Level 2 Level 3 Total Preferred stock warrant liability (Predecessor): Balance at January 1, 2023 $ - $ - $ 610,381 $ 610,381 Loss on revaluation of warrant liability - - 36,657 36,657 Balance at March 31, 2023 - - 647,038 647,038 Gain on revaluation of warrant liability - - (261,822 ) (261,822 ) Balance at June 30, 2023 $ - $ - $ 385,216 $ 385,216 Gain on revaluation of warrant liability - - (186,067 ) (186,067 ) Balance at September 30, 2023 $ - $ - $ 199,149 $ 199,149

Stock-Based Compensation (Table

Stock-Based Compensation (Tables)	8 Months Ended
	Sep. 30, 2024
Stock-Based Compensation [Abstract]
Schedule of Stock Option Activity	Predecessor’s Stock option activity for the period from December 31, 2023 through February 14, 2024 and the Company’s stock option activity for the period from February 14, 2024 through September 30, 2024, was as follows: Outstanding Weighted Weighted Balance, December 31, 2023 (Predecessor) 782,499 $ 0.27 6.86 Options cancelled (Predecessor) (782,499 ) $ 0.27 Balance, February 14, 2024 (Predecessor) - $ - - Balance, February 14, 2024 (Predecessor) - $ - - Options granted (Successor) 5,039,721 $ 1.68 Options Cancelled (Successor) (2,382,235 ) $ 1.73 Balance, September 30, 2024 (Successor) 2,657,486 $ 1.63 9.51

Nature of Operations and Basi_3

Nature of Operations and Basis of Presentation (Details) - USD ($)	3 Months Ended	8 Months Ended
	Sep. 30, 2024	Sep. 30, 2024	Dec. 31, 2023
Nature of Operations and Basis of Presentation [Line Items]
Common stock, par value (in Dollars per share)			$ 0.0001
Vesting shares achievement (in Shares)	1,000,000	1,000,000
Vesting shares (in Shares)		200,000
Earnout shares (in Shares)		875,000
Reallocation shares		$ 4,290,000
Warrant exercise price (in Dollars per share)	$ 0.098	$ 0.098
Conversion price (in Dollars per share)	$ 1	$ 1
Variable interest percentage	100%	100%
accumulated deficit	$ (71,589,745)	$ (71,589,745)	$ (43,089,821)
Research and development, percentage		45%
Opening cash balance		$ 960,000
Cash, restricted cash and cash equivalents	$ 3,400,000	3,400,000
Cash and accumulated deficit		$ 71,600,000
Warrant [Member]
Nature of Operations and Basis of Presentation [Line Items]
Warrant exercise price (in Dollars per share)	$ 10	$ 10
Maximum [Member]
Nature of Operations and Basis of Presentation [Line Items]
Opening cash balance		$ 1,880,000
Minimum [Member]
Nature of Operations and Basis of Presentation [Line Items]
Opening cash balance		$ 920,000
Preferred Stock [Member]
Nature of Operations and Basis of Presentation [Line Items]
Conversion of shares (in Shares)		4,415,495
Conversion of shares value		$ 21,635,926
Common Stock [Member]
Nature of Operations and Basis of Presentation [Line Items]
Conversion of shares (in Shares)	108,948,903
Conversion of shares value		2,864,074
IPR&D [Member]
Nature of Operations and Basis of Presentation [Line Items]
accumulated deficit	$ 45,600,000	$ 45,600,000
NewCERo [Member]
Nature of Operations and Basis of Presentation [Line Items]
Number of restricted shares (in Shares)		1,200,000
BCA Earnout shares [Member]
Nature of Operations and Basis of Presentation [Line Items]
Restricted share value		$ 5,880,000
Class A Common Stock [Member]
Nature of Operations and Basis of Presentation [Line Items]
Common stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Predecessor’s Common Stock [Member] | Common Stock [Member]
Nature of Operations and Basis of Presentation [Line Items]
Conversion of shares (in Shares)		584,505
Series A Preferred Stock [Member]
Nature of Operations and Basis of Presentation [Line Items]
Conversion of shares (in Shares)	38
Conversion price (in Dollars per share)	$ 750	$ 750
Series A Preferred Stock [Member] | BCA Earnout shares [Member]
Nature of Operations and Basis of Presentation [Line Items]
Preferred stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001
IND Earnout Shares [Member]
Nature of Operations and Basis of Presentation [Line Items]
Number of restricted shares (in Shares)		1,000,000
Restricted share value		$ 4,900,000
Corresponding shares (in Shares)		1,000,000
Over-Allotment Option [Member]
Nature of Operations and Basis of Presentation [Line Items]
Number of restricted shares (in Shares)		8,400,000

Nature of Operations and Basi_4

Nature of Operations and Basis of Presentation (Details) - Schedule of Purchase Price Calculation	8 Months Ended
	Sep. 30, 2024 USD ($) $ / shares shares
Schedule of Estimated Purchase Price [Abstract]
Number of shares of Common Stock (in Shares) | shares	5,000,000
Multiplied by PBAX’s share price, as of the Closing (in Dollars per share) | $ / shares	$ 5.85
Total	$ 29,250,000
Fair value of PBAX founder’s shares converted to shares of Common Stock and transferred to Predecessor stockholders	5,118,750
Fair value of contingent Common Stock consideration	12,870,000
Total Common Stock consideration	47,238,750
Assumed liabilities	3,311,153
Total purchase price	$ 50,549,903

Nature of Operations and Basi_5

Nature of Operations and Basis of Presentation (Details) - Schedule of Allocation of the Purchase Price	8 Months Ended
	Sep. 30, 2024 USD ($)
Schedule of Allocation of the Purchase Price [Abstract]
Cash	$ 963,855
Net working capital (excluding cash and cash equivalents)	(1,819,514)
Fixed assets	929,346
Acquired in-process research and development	45,640,000
Net assets acquired	45,713,687
Loss on consolidation of VIE	4,836,216
Total purchase price	$ 50,549,903

Nature of Operations and Basi_6

Nature of Operations and Basis of Presentation (Details) - Schedule of Opening Consolidated Balance Sheet of the Successor - Successor [Member]	8 Months Ended
	Sep. 30, 2024 USD ($) shares
Schedule of Opening Consolidated Balance Sheet of the Successor [Line Items]
Balance	$ (12,708,879)
Forfeiture of founders shares
Adjusted shares outstanding	(12,708,879)
Shares issued as consideration in the Merger	47,238,750
Loss on VIE consolidation	(4,836,215)
Expense in-process research and development	(45,640,000)
Reclassification of public shares	911,357
Issuance of common stock as payment to vendors	3,182,550
Elimination of deferred underwriting fees	5,690,000
Reclassification of earnout liability	(4,900,000)
Conversion of CERo bridge notes and accrued interest into Series A preferred stock	627,154
Conversion of working capital loan into Series A preferred stock	1,555,000
Issuance of Series A shares sold to investors	5,899,035
Issuance of Series A Warrants
Issuance of common shares to Keystone Capital LLC for equity line of credit	633,345
Balance	$ (2,347,903)
Convertible Preferred Stock [Member] | Series A Preferred Stock [Member]
Schedule of Opening Consolidated Balance Sheet of the Successor [Line Items]
Balance (in Shares) | shares
Balance
Forfeiture of founders shares
Adjusted shares outstanding
Shares issued as consideration in the Merger
Expense in-process research and development
Reclassification of public shares
Issuance of common stock as payment to vendors
Elimination of deferred underwriting fees
Reclassification of earnout liability
Conversion of CERo bridge notes and accrued interest into Series A preferred stock (in Shares) | shares	630
Conversion of CERo bridge notes and accrued interest into Series A preferred stock	$ 627,154
Conversion of working capital loan into Series A preferred stock (in Shares) | shares	1,555
Conversion of working capital loan into Series A preferred stock	$ 1,555,000
Issuance of Series A shares sold to investors (in Shares) | shares	7,854
Issuance of Series A shares sold to investors	$ 6,755,698
Issuance of Series A Warrants
Issuance of common shares to Keystone Capital LLC for equity line of credit
Balance (in Shares) | shares	10,039
Balance	$ 8,937,852
Common Stock [Member] | Series A
Schedule of Opening Consolidated Balance Sheet of the Successor [Line Items]
Balance (in Shares) | shares	5,481,250
Balance	$ 547
Forfeiture of founders shares (in Shares) | shares	(875,000)
Forfeiture of founders shares	$ (88)
Adjusted shares outstanding (in Shares) | shares	4,606,250
Adjusted shares outstanding	$ 459
Shares issued as consideration in the Merger (in Shares) | shares	8,075,000
Shares issued as consideration in the Merger	$ 808
Expense in-process research and development
Reclassification of public shares (in Shares) | shares	82,047
Reclassification of public shares	$ 8
Issuance of common stock as payment to vendors (in Shares) | shares	1,649,500
Issuance of common stock as payment to vendors	$ 165
Elimination of deferred underwriting fees
Reclassification of earnout liability
Conversion of CERo bridge notes and accrued interest into Series A preferred stock
Conversion of working capital loan into Series A preferred stock
Issuance of Series A shares sold to investors
Issuance of Series A Warrants
Issuance of common shares to Keystone Capital LLC for equity line of credit (in Shares) | shares	119,050
Issuance of common shares to Keystone Capital LLC for equity line of credit	$ 12
Balance (in Shares) | shares	14,531,847
Balance	$ 1,452
Stock Subscription receivable [Member]
Schedule of Opening Consolidated Balance Sheet of the Successor [Line Items]
Balance
Forfeiture of founders shares
Adjusted shares outstanding
Shares issued as consideration in the Merger
Expense in-process research and development
Reclassification of public shares
Issuance of common stock as payment to vendors
Elimination of deferred underwriting fees
Reclassification of earnout liability
Conversion of CERo bridge notes and accrued interest into Series A preferred stock
Conversion of working capital loan into Series A preferred stock
Issuance of Series A shares sold to investors
Issuance of Series A Warrants	(2,000,000)
Issuance of common shares to Keystone Capital LLC for equity line of credit
Balance	(2,000,000)
Accumulated Deficit [Member]
Schedule of Opening Consolidated Balance Sheet of the Successor [Line Items]
Balance	(12,709,426)
Forfeiture of founders shares
Adjusted shares outstanding	(12,709,426)
Shares issued as consideration in the Merger
Loss on VIE consolidation	(4,836,215)
Expense in-process research and development	(45,640,000)
Reclassification of public shares
Issuance of common stock as payment to vendors
Elimination of deferred underwriting fees
Reclassification of earnout liability
Conversion of CERo bridge notes and accrued interest into Series A preferred stock
Conversion of working capital loan into Series A preferred stock
Issuance of Series A shares sold to investors
Issuance of Series A Warrants
Issuance of common shares to Keystone Capital LLC for equity line of credit
Balance	(63,185,641)
Additional Paid-in Capital [Member]
Schedule of Opening Consolidated Balance Sheet of the Successor [Line Items]
Forfeiture of founders shares	88
Adjusted shares outstanding	88
Shares issued as consideration in the Merger	47,237,942
Expense in-process research and development
Reclassification of public shares	911,349
Issuance of common stock as payment to vendors	3,182,385
Elimination of deferred underwriting fees	5,690,000
Reclassification of earnout liability	(4,900,000)
Issuance of Series A shares sold to investors	(856,663)
Issuance of Series A Warrants	2,000,000
Issuance of common shares to Keystone Capital LLC for equity line of credit	633,333
Balance	$ 53,898,434

Significant Accounting Polici_2

Significant Accounting Policies (Details)	Sep. 30, 2024 USD ($)
Significant Accounting Policies [Line Items]
Security deposit	$ 74,756
Predecessor [Member]
Significant Accounting Policies [Line Items]
Restricted Cash	$ 74,756
Minimum [Member]
Significant Accounting Policies [Line Items]
Estimated useful lives	3 years
Maximum [Member]
Significant Accounting Policies [Line Items]
Estimated useful lives	5 years

Net Loss Per Share of Common _3

Net Loss Per Share of Common Stock (Details) - Schedule of Diluted Net Loss Per Share - shares	8 Months Ended
	Sep. 30, 2024	Sep. 30, 2023
Schedule of Diluted Net Loss Per Share [Line Items]
Total antidilutive shares	156,057,939	30,664,605
Conversion of convertible preferred stock issued and outstanding [Member]
Schedule of Diluted Net Loss Per Share [Line Items]
Total antidilutive shares	84,770,124	27,920,467
Conversion of convertible preferred stock underlying convertible preferred stock warrants [Member]
Schedule of Diluted Net Loss Per Share [Line Items]
Total antidilutive shares	49,797,736	1,849,638
Exercise of common warrants into common stock [Member]
Schedule of Diluted Net Loss Per Share [Line Items]
Total antidilutive shares	18,305,411
Common stock reserved for employee stock option plan (ESPP) [Member]
Schedule of Diluted Net Loss Per Share [Line Items]
Total antidilutive shares	527,182
Common stock underlying outstanding options [Member]
Schedule of Diluted Net Loss Per Share [Line Items]
Total antidilutive shares	2,657,486	894,500

Property and Equipment (Details

Property and Equipment (Details) - USD ($)	1 Months Ended	3 Months Ended		8 Months Ended	9 Months Ended
	Feb. 13, 2024	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Property and Equipment [Abstract]
Depreciation expense	$ 37,356	$ 113,855	$ 115,388	$ 304,446	$ 346,164

Property and Equipment (Detai_2

Property and Equipment (Details) - Schedule of Property and Equipment, Net - USD ($)	Sep. 30, 2024	Dec. 31, 2023
Schedule of Property and Equipment, Net [Abstract]
Laboratory equipment	$ 2,507,839	$ 2,507,839
Computers	38,323	38,323
Furniture	8,429	8,429
Less: Accumulated depreciation	(1,929,691)	(1,587,889)
Property and equipment, net	$ 624,900	$ 966,702

Accrued Liabilities (Details) -

Accrued Liabilities (Details) - Schedule of Accrued Liabilities - USD ($)	Sep. 30, 2024	Dec. 31, 2023
Schedule of Accrued Liabilities [Abstract]
Employee-related liabilities	$ 49,117	$ 68,697
Accrued taxes	85,148
Accrued legal expenses	172,000	46,466
Accrued interest		27,637
Penalty for late S-1 filing and effectiveness	645,693
Accrued consulting and professional services	538,000
Accrued toxicology expense	144,619
Accrued clinical services	26,879
Other accrued expenses	31,071	1,833
Total accrued liabilities	$ 1,692,527	$ 144,633

Leases (Details)

Leases (Details)	Sep. 30, 2024
Leases [Abstract]
Lease with contractual term	5 years
Operating leases with terms	1 year

Leases (Details) - Schedule of

Leases (Details) - Schedule of Lease Costs - USD ($)	1 Months Ended	3 Months Ended		8 Months Ended	9 Months Ended
	Feb. 13, 2024	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Schedule of Lease Costs [Abstract]
Operating lease cost	$ 110,885	$ 229,331	$ 233,375	$ 585,702	$ 695,365
Variable operating lease cost	84,401	177,056	147,942	441,560	488,867
Total lease cost	$ 195,286	$ 406,387	$ 381,317	$ 1,027,262	$ 1,184,232

Leases (Details) - Schedule o_2

Leases (Details) - Schedule of Operating Lease Liabilities - USD ($)	Sep. 30, 2024	Dec. 31, 2023
Leases [Abstract]
Right-of-use assets, net	$ 1,652,614	$ 2,189,565
Operating lease liabilities, current	931,023	769,092
Operating lease liabilities, non-current	771,525	1,575,499
Total operating lease liabilities	$ 1,702,548	$ 2,344,591
Weighted-average remaining lease term of operating leases (in years)	2 years	2 years 9 months
Weighted-average discount rate for operating leases	9.60%	9.60%

Leases (Details) - Schedule o_3

Leases (Details) - Schedule of Maturity Lease Liabilities - USD ($)	Sep. 30, 2024	Dec. 31, 2023
Schedule of Maturity Lease Liabilities [Abstract]
Remainder of 2024	$ 168,133
2025	990,055
2026	726,394
Total lease payments	1,884,582
Less: imputed interest	(182,034)
Total lease liabilities	$ 1,702,548	$ 2,344,591

Stockholders_ Deficit (Details)

Stockholders’ Deficit (Details)				1 Months Ended	3 Months Ended		8 Months Ended
	Apr. 01, 2024 USD ($) shares	Feb. 23, 2024 USD ($) $ / shares	Feb. 14, 2024 USD ($) $ / shares shares	Feb. 29, 2024 USD ($) shares	Sep. 30, 2024 USD ($) $ / shares shares	Sep. 30, 2024 USD ($) $ / shares shares	Sep. 30, 2024 USD ($) $ / shares shares	Jun. 30, 2024 USD ($)	Dec. 31, 2023 $ / shares shares
Stockholders’ Deficit [Line Items]
Price per share (in Dollars per share) | $ / shares			$ 4.9		$ 0.09	$ 0.09	$ 0.09
Conversion price (in Dollars per share) | $ / shares					$ 1	$ 1	$ 1
Premium percentage							50%
Number of warrants to purchase shares			324,999	612,746	8,175,166	8,175,166	8,175,166
Convertible notes amount (in Dollars) | $				$ 627,154
Accrued aggregate penalty (in Dollars) | $					$ 608,363	$ 608,363	$ 608,363
Shares of common stock					345,566
Common stock shares authorized									45,350,000
Common stock par value (in Dollars per share) | $ / shares									$ 0.0001
Issued shares									9,068,899
Sold shares							1
Gross proceeds (in Dollars) | $						1,700,000	$ 20,900,000
Shares for gross proceeds (in Dollars) | $						$ 1,700,000	$ 4,300,000
Initial Investors [Member]
Stockholders’ Deficit [Line Items]
Aggregate cash proceeds (in Dollars) | $				10,000,000
Arena ELOC [Member]
Stockholders’ Deficit [Line Items]
Shares of common stock							345,566
Selling price per share (in Dollars per share) | $ / shares		$ 0.25
Purchase of common stock (in Dollars) | $		$ 25,000,000
Weighted average price		90%
Predecessor Preferred Stock Conversion to Successor Common Stock [Member]
Stockholders’ Deficit [Line Items]
Capital stock, authorized									75,120,105
Common stock shares authorized									45,350,000
Converted shares									29,770,105
Common stock par value (in Dollars per share) | $ / shares									$ 0.0001
Conversion ratio			0.0806
Keystone ELOC [Member]
Stockholders’ Deficit [Line Items]
Shares of common stock						1,613,944	1,864,295
Selling price per share (in Dollars per share) | $ / shares			$ 1
Sold shares						13,000,000
Series A Preferred Stock [Member]
Stockholders’ Deficit [Line Items]
Conversion price (in Dollars per share) | $ / shares					$ 750	$ 750	$ 750
Premium percentage							25%
Redemption premium percentage							20%
PBAX amount (in Dollars) | $				$ 1,555,000
Shares remained						38
Common Stock [Member] | Keystone ELOC [Member]
Stockholders’ Deficit [Line Items]
Issued shares			1,864,345
Series C Preferred Stock [Member]
Stockholders’ Deficit [Line Items]
Redemption premium percentage							125%
Aggregate cash proceeds (in Dollars) | $							$ 1,250,000
Earnout shares					2,853	2,853	2,853
Convertible Preferred Stock [Member] | Predecessor Preferred Stock Conversion to Successor Common Stock [Member]
Stockholders’ Deficit [Line Items]
Conversion ratio			0.1757
Series Seed Preferred Stock [Member]
Stockholders’ Deficit [Line Items]
Preferred stock shares issued			415,498
Predecessor’s Series Seed Preferred Stock [Member]
Stockholders’ Deficit [Line Items]
Preferred stock shares issued			3,999,997
Preferred Stock [Member]
Stockholders’ Deficit [Line Items]
Shares remained							4,415,495
Conversion Price Floor [Member]
Stockholders’ Deficit [Line Items]
Conversion price (in Dollars per share) | $ / shares					$ 1	$ 1	$ 1
Weighted average price percentage							80%
Common Stock [Member]
Stockholders’ Deficit [Line Items]
Shares remained						108,948,903
Keystone Purchase Agreement [Member]
Stockholders’ Deficit [Line Items]
Weighted average price percentage			90%
Purchase shares (in Dollars) | $			$ 25,000,000
Selling price per share (in Dollars per share) | $ / shares					1	$ 1	$ 1
Successor Series A Convertible Preferred Stock [Member]
Stockholders’ Deficit [Line Items]
Price per share (in Dollars per share) | $ / shares					10	10	10
Conversion price (in Dollars per share) | $ / shares					$ 1	$ 1	$ 1
Weighted average price percentage							80%
Shares remained						7,005	3,075
Successor Series A Convertible Preferred Stock [Member] | Preferred Stock [Member]
Stockholders’ Deficit [Line Items]
Designated shares					12,580	12,580	12,580
Preferred stock stated value (in Dollars per share) | $ / shares					$ 1,000	$ 1,000	$ 1,000
Successor Series A Convertible Preferred Stock [Member] | Common Stock [Member]
Stockholders’ Deficit [Line Items]
Shares remained							62,196,602
Private Placement [Member] | Series A Preferred Stock [Member]
Stockholders’ Deficit [Line Items]
Preferred stock shares issued				10,039
Preferred Warrants [Member]
Stockholders’ Deficit [Line Items]
Number of warrants to purchase shares				2,500
Successor Series B Convertible Preferred Stock [Member]
Stockholders’ Deficit [Line Items]
Aggregate cash proceeds (in Dollars) | $	$ 500,000
Shares remained						140	486
Shares of common stock	626
Successor Series B Convertible Preferred Stock [Member] | Series A Preferred Stock [Member]
Stockholders’ Deficit [Line Items]
Accrued aggregate penalty (in Dollars) | $								$ 37,330
Successor Series B Convertible Preferred Stock [Member] | Common Stock [Member]
Stockholders’ Deficit [Line Items]
Shares remained						1,244,040
Successor Series B Convertible Preferred Stock [Member] | Preferred Stock [Member]
Stockholders’ Deficit [Line Items]
Designated shares					626	626	626
Successor Series B Convertible Preferred Stock [Member] | Common Stock [Member]
Stockholders’ Deficit [Line Items]
Shares remained							9,830,097
Successor Series C Convertible Preferred Stock [Member]
Stockholders’ Deficit [Line Items]
Preferred stock stated value (in Dollars per share) | $ / shares					$ 1,000	$ 1,000	$ 1,000
Price per share (in Dollars per share) | $ / shares					0.224	0.224	0.224
Conversion price (in Dollars per share) | $ / shares					$ 0.0196	$ 0.0196	$ 0.0196
Weighted average price percentage							80%
Premium percentage							25%
Debt Conversion, Converted Instrument, Rate							25%
Successor Series C Convertible Preferred Stock [Member] | Preferred Stock [Member]
Stockholders’ Deficit [Line Items]
Designated shares					2,853	2,853	2,853
Successor Series C Convertible Preferred Stock [Member] | Conversion Price Floor [Member]
Stockholders’ Deficit [Line Items]
Weighted average price percentage							80%

Warrants (Details)

Warrants (Details) - $ / shares				1 Months Ended	3 Months Ended	8 Months Ended
	Nov. 14, 2024	Sep. 30, 2024	Nov. 14, 2019	Feb. 29, 2024	Sep. 30, 2024	Sep. 30, 2024	Feb. 14, 2024
Warrants [Line Items]
Public warrants outstanding		9,192,500			9,192,500	9,192,500
Sale of Stock, Number of Shares Issued in Transaction						1
Exercise price (in Dollars per share)		$ 0.098			$ 0.098	$ 0.098
Warrants exercisable		30 days	5 years		30 days	30 days
Warrants expiration term						5 years
Exercise price (in Dollars per share)		$ 18		$ 1.39
Warrants to purchase		8,175,166		612,746	8,175,166	8,175,166	324,999
Adjusted stock split (in Dollars per share)				$ 9.2
Per share price (in Dollars per share)		$ 0.09			$ 0.09	$ 0.09	$ 4.9
Shares of preferred stock		2,500			2,500	2,500
Public Warrants [Member]
Warrants [Line Items]
Exercise price (in Dollars per share)		$ 11.5			$ 11.5	$ 11.5
Warrants exercisable		30 days			30 days	30 days
Warrant [Member]
Warrants [Line Items]
Exercise price (in Dollars per share)		$ 10			$ 10	$ 10
Exercise price (in Dollars per share)		0.01
Warrants to purchase			426,839
Per share price (in Dollars per share)		1			1	1
Series A Preferred Stock [Member]
Warrants [Line Items]
Exercise price (in Dollars per share)		$ 800			$ 800	$ 800
Conversion shares					38,000
Minimum [Member]
Warrants [Line Items]
Trading days						20 years
Maximum [Member]
Warrants [Line Items]
Trading days						30 days
Series A Preferred Stock [Member]
Warrants [Line Items]
Conversion shares					38
Series A Preferred Stock [Member] | Warrant [Member]
Warrants [Line Items]
Warrants to purchase			1,849,638
Series A Preferred Stock [Member] | Series A Preferred Stock [Member]
Warrants [Line Items]
Exercise price (in Dollars per share)			$ 1.7571
Warrants to purchase			1,422,799
Conversion shares			100
Preferred stock, shares issued			2,845,597
Series A Preferred Stock [Member] | Predecessor [Member] | Warrant [Member]
Warrants [Line Items]
Conversion shares			2,845,597
Forecast [Member]
Warrants [Line Items]
Warrants expiration term	5 years

Warrants (Details) - Schedule o

Warrants (Details) - Schedule of Predecessor Warrants Outstanding	8 Months Ended
	Sep. 30, 2024 $ / shares shares
Common Warrants
Preferred Warrants (Predecessor)
Public Warrants (Successor)	9,192,500
Conversion Warrants (Successor)	324,999
Common February 2024 PIPE Warrants (Successor)	612,746
Common September 2024 PIPE Warrants (Successor)	8,175,166
Weighted average exercise price (in Dollars per share) | $ / shares	$ 6.04
Weighted average remaining life (years)	3 years 10 months 24 days
Series A Preferred Warrants (Successor)	2,462
Exercise price (in Dollars per share) | $ / shares	$ 800
Remaining life (years)	4 months 17 days

Fair Value Measurements (Detail

Fair Value Measurements (Details) - Schedule of Estimated the Fair Value	Dec. 31, 2023
Risk-free interest rate [Member]
Schedule of Estimated the Fair Value [Line Items]
Fair value of the Predecessor preferred stock warrants	5.4
Expected life [Member]
Schedule of Estimated the Fair Value [Line Items]
Fair value of the Predecessor preferred stock warrants	0.25
Expected dividend yield [Member]
Schedule of Estimated the Fair Value [Line Items]
Fair value of the Predecessor preferred stock warrants
Expected volatility [Member]
Schedule of Estimated the Fair Value [Line Items]
Fair value of the Predecessor preferred stock warrants	65.9

Fair Value Measurements (Deta_2

Fair Value Measurements (Details) - Schedule of Earnout Liability at Estimated Fair Value Using a Monte Carlo Analysis - $ / shares		8 Months Ended
	Feb. 14, 2024	Sep. 30, 2024
Schedule of Earnout Liability at Estimated Fair Value Using a Monte Carlo Analysis [Abstract]
Starting share price	$ 4.9	$ 0.09
Tranche 1 trigger price	3.2	1.25
Tranche 2 trigger price	$ 3.85	$ 1.5
Contractual term	4 years	3 years 4 months 24 days
Volatility	90%	90%
Risk-free interest rate	4.20%	3.52%

Fair Value Measurements (Deta_3

Fair Value Measurements (Details) - Schedule of Change in the Fair Value Measurement Using Significant Inputs - USD ($)	1 Months Ended	2 Months Ended	3 Months Ended					8 Months Ended	9 Months Ended
	Feb. 13, 2024	Mar. 31, 2024	Sep. 30, 2024	Jun. 30, 2024	Sep. 30, 2023	Jun. 30, 2023	Mar. 31, 2023	Sep. 30, 2024	Sep. 30, 2023
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Balance at beginning	$ 320,117		$ 200,000	$ 3,100,000	$ 385,216	$ 647,038	$ 610,381		$ 610,381
Gain (loss) Reclassification on revaluation of liability	(320,117)	$ (1,800,000)	(170,000)	(2,900,000)			36,657
Balance at ending		3,100,000	30,000	200,000	199,149	385,216	647,038	$ 30,000	199,149
Gain on revaluation of warrant liability	(320,117)		(170,000)		(186,067)	(261,822)		(4,870,000)	(411,230)
Level 1 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Balance at beginning
Gain (loss) Reclassification on revaluation of liability
Balance at ending
Gain on revaluation of warrant liability
Level 2 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Balance at beginning
Gain (loss) Reclassification on revaluation of liability
Balance at ending
Gain on revaluation of warrant liability
Level 3 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Balance at beginning	320,117		200,000	3,100,000	385,216	647,038	610,381		610,381
Gain (loss) Reclassification on revaluation of liability	(320,117)	(1,800,000)	(170,000)	(2,900,000)			36,657
Balance at ending		3,100,000	$ 30,000	$ 200,000	199,149	385,216	$ 647,038	30,000	199,149
Gain on revaluation of warrant liability					$ (186,067)	$ (261,822)
Predecessor [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Balance at beginning
Gain (loss) Reclassification on revaluation of liability	(320,117)								$ (411,232)
Balance at ending
Predecessor [Member] | Level 1 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Balance at beginning
Balance at ending
Predecessor [Member] | Level 2 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Balance at beginning
Balance at ending
Predecessor [Member] | Level 3 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Balance at beginning
Balance at ending
Successor [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Balance at beginning		4,900,000						4,900,000
Gain (loss) Reclassification on revaluation of liability								(4,870,000)
Balance at ending	4,900,000
Successor [Member] | Level 1 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Balance at beginning
Balance at ending
Successor [Member] | Level 2 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Balance at beginning
Balance at ending
Successor [Member] | Level 3 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Balance at beginning		$ 4,900,000						$ 4,900,000
Balance at ending	$ 4,900,000

Stock-Based Compensation (Detai

Stock-Based Compensation (Details) - USD ($)				3 Months Ended		8 Months Ended	9 Months Ended
	Apr. 30, 2024	Mar. 25, 2024	Oct. 31, 2016	Sep. 30, 2024	Sep. 30, 2024	Sep. 30, 2024	Sep. 30, 2023
Stock-Based Compensation [Line Items]
Fair value granted percentage (in Dollars per share)			$ 0.064452
Intrinsic value options exercised							$ 9,485
Stock options expire		10 years
Addition additional shares (in Shares)	2,000,000
Stock based compensation expense				$ 20,000	$ 400,000	$ 1,900,000	80,000
Research and development					100,000
General and administrative expenses					300,000
Unamortized stock-based compensation				1,500,000	$ 1,500,000	$ 1,500,000
Weighted average period						1 year 8 months 12 days
Fair value per share (in Dollars per share)						$ 1.02
Research and Development Expense [Member]
Stock-Based Compensation [Line Items]
Stock based compensation expense				20,000
Research and development						$ 900,000
General and administrative expenses							70,000
General and Administrative Expense [Member]
Stock-Based Compensation [Line Items]
General and administrative expenses				$ 0			$ 10,000
Equity Incentive Plan [Member]
Stock-Based Compensation [Line Items]
Vested percentage		25%
Common Stock [Member]
Stock-Based Compensation [Line Items]
Issuance shares (in Shares)			4,888,402
Issuance of shares (in Shares)		5,172,590
Expected dividend yield						0%
Common Stock [Member] | Research and Development Expense [Member]
Stock-Based Compensation [Line Items]
Research and development						$ 1,000,000

Stock-Based Compensation (Det_2

Stock-Based Compensation (Details) - Schedule of Stock Option Activity - $ / shares			1 Months Ended	8 Months Ended
	Feb. 14, 2024	Dec. 31, 2023	Feb. 13, 2024	Sep. 30, 2024
Schedule of Stock Option Activity [Abstract]
Outstanding Shares, Balance		782,499		2,657,486
Weighted Average Exercise Price Per Share, Balance		$ 0.27		$ 1.63
Weighted Average Remaining Contractual Life (in years), Balance		6 years 10 months 9 days		9 years 6 months 3 days
Outstanding Shares, Options granted				5,039,721
Weighted Average Exercise Price Per Share, Options granted				$ 1.68
Outstanding Shares, Options cancelled			(782,499)	(2,382,235)
Weighted Average Exercise Price Per Share, Options cancelled			$ 0.27	$ 1.73

401(K) Retirement Savings Plan

401(K) Retirement Savings Plan (Details) - USD ($)	1 Months Ended	3 Months Ended		8 Months Ended	9 Months Ended
	Feb. 13, 2024	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Retirement Savings Plan (Details) [Line Items]
Contribution plan		$ 16,700		$ 40,459
Predecessor [Member]
Retirement Savings Plan (Details) [Line Items]
Contribution plan	$ 8,657

Subsequent Events (Details)

Subsequent Events (Details)	Nov. 15, 2024	Nov. 11, 2024	Nov. 08, 2024 USD ($) $ / shares	Oct. 24, 2024 $ / shares	Oct. 23, 2024 $ / shares	Oct. 01, 2024 USD ($) $ / shares	Jul. 31, 2024 $ / shares	Oct. 30, 2024 USD ($)
Subsequent Events [Line Items]
Trading price							$ 1
Consecutive trading days							10
Expire date							Jan. 15, 2025
Subsequent Event [Member]
Subsequent Events [Line Items]
Adjusted per share						$ 0.1
Closing bid price				$ 0.1
Consecutive trading days				10
Minimum market value (in Dollars) | $								$ 50,000,000
Obligated to purchase (in Dollars) | $			$ 20,600,000
Percentage of volume-weighted average price			90%
Selling price			$ 0.01
Minimum [Member] | Subsequent Event [Member]
Subsequent Events [Line Items]
Reverse stock split		1:25
Maximum [Member] | Subsequent Event [Member]
Subsequent Events [Line Items]
Reverse stock split		1:150
Board of Directors [Member] | Subsequent Event [Member]
Subsequent Events [Line Items]
Reverse stock split	40
Common Stock [Member] | Subsequent Event [Member]
Subsequent Events [Line Items]
Options to purchase (in Dollars) | $						$ 4,500,000
Adjusted per share						$ 0.1
Trading price					$ 0.1