PBAX amends merger agreement with CERo, secures $2M PIPE, and target qualifies for potential $4-6M grant

CERO THERAPEUTICS HOLDINGS, INC.

Amendment to BCA removes minimum cash condition, resets earnout price targets based on Series A conversion price, and increases shares issuable to CERo stockholders from ~4.65M to 5.0M shares.
PIPE financing of $2.0M from accredited investor in exchange for Series A Preferred Stock and warrants to purchase 125,000 shares; closing contingent on business combination.
CERo selected as finalist for $4-6M subsidized grant from Cancer Focus Fund at MD Anderson for CER-1236 trial in AML; grant is not assured.
PIPE securities issued in reliance on Section 4(a)(2) and Rule 506 of Regulation D; not registered under Securities Act.

Key facts

Extracted from this filing and checked against the source text.

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

CERO THERAPEUTICS HOLDINGS, INC. entered into Securities Purchase Agreement with an accredited investor valued at $2.0 million (effective 2024-02-05).

Action: entry
Agreement: equity purchase
Counterparty: an accredited investor
Value: $2.0 million
Effective: 2024-02-05

Exact text from the filing

On February 5, 2024, the Company entered into a securities purchase agreement (the “ Securities Purchase Agreement ”) with an accredited investor

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Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

CERO THERAPEUTICS HOLDINGS, INC. amended Amendment No. 1 to the Business Combination Agreement with Phoenix Biotech Acquisition Corp., PBCE Merger Sub, Inc. and CERo Therapeutics, Inc. (effective 2024-02-05).

Action: amendment
Agreement: merger
Counterparty: Phoenix Biotech Acquisition Corp., PBCE Merger Sub, Inc. and CERo Therapeutics, Inc.
Effective: 2024-02-05

Exact text from the filing

arties entered into Amendment No. 1 to the Business Combination Agreement (the “ Amendment ”) to, among other things, (i) remove the minimum cash condition, (ii) modify the stock-price based milestones such that (a) the trading price condition for the

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276 material agreements filed in the last 30 days. Browse all material agreements →

CERO THERAPEUTICS HOLDINGS, INC. filing history →

Source: SEC EDGAR

accession 0001213900-24-010227

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