--- schema_version: "secwatch.filing_event.v1" accession: "0001213900-24-012571" form_type: "8-K" ticker: "CERO" cik: "0001870404" company_name: "CERO THERAPEUTICS HOLDINGS, INC." filed_at: "2024-02-12T23:59:59+00:00" generated_at: "2026-06-06T04:29:37.892739+00:00" event_type: "m_and_a" sentiment: "positive" materiality_score: 0.75 calibrated_materiality_score: 0.75 confidence: "high" source: SEC EDGAR --- # Phoenix Biotech shareholders approve business combination with CERo Therapeutics ## Summary - All 8 proposals passed with over 99% of voted shares in favor at Feb 8 special meeting. - 5,493,678 shares voted for the Business Combination Agreement; 10,588 abstained, none against. - Holders of 671,285 Class A common shares exercised redemption rights for ~$7.46M ($11.11/share). - New company to be named CERo Therapeutics Holdings Inc. post-merger. - Five directors appointed for New CERo: Byrnes, Atwood, LaPorte, Corey, Ehrlich. ## SEC filing metadata - accession: 0001213900-24-012571 - form_type: 8-K - ticker: CERO - cik: 0001870404 - company_name: CERO THERAPEUTICS HOLDINGS, INC. - filed_at: 2024-02-12T23:59:59+00:00 - event_type: m_and_a - sentiment: positive - materiality_score: 0.75 - calibrated_materiality_score: 0.75 - confidence: high - sec_items: 5.07, 8.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1870404/000121390024012571/0001213900-24-012571-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1870404/000121390024012571/ea193300-8k425_phoenix.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001213900-24-012571 - JSON: https://secwatch.observer/filing/0001213900-24-012571.json - Plain text: https://secwatch.observer/filing/0001213900-24-012571.txt ## Key facts - Shareholder Votes CERO THERAPEUTICS HOLDINGS, INC. shareholders approved Advisory Charter Proposal B — to increase New CERo’s capitalization so that it will have 1,000,000,000 authorized shares of a single class of common stock and 10,000,000 authorized shares of preferred stock; at the 2024-02-08 meeting. - Proposal: say on pay - Outcome: passed - Meeting: 2024-02-08 source text: Advisory Charter Proposal B — to increase New CERo’s capitalization so that it will have 1,000,000,000 authorized shares of a single class of common stock and 10,000,000 authorized shares of preferred stock; FOR ABSTAIN AGAINST 5,493,666 10,600 0 1 evidence_url: https://www.sec.gov/Archives/edgar/data/1870404/000121390024012571/0001213900-24-012571-index.htm - Shareholder Votes CERO THERAPEUTICS HOLDINGS, INC. shareholders approved To approve the 2024 Employee Stock Purchase Plan, which will become effective as of and contingent on the consummation of the Business Combination. at the 2024-02-08 meeting. - Proposal: equity plan - Outcome: passed - Meeting: 2024-02-08 source text: Proposal 7. To approve the 2024 Employee Stock Purchase Plan, which will become effective as of and contingent on the consummation of the Business Combination. FOR ABSTAIN AGAINST 5,493,678 10,588 0 evidence_url: https://www.sec.gov/Archives/edgar/data/1870404/000121390024012571/0001213900-24-012571-index.htm - Shareholder Votes CERO THERAPEUTICS HOLDINGS, INC. shareholders approved To approve, for purposes of complying with the applicable provisions of Nasdaq Listing Rule 5635, the issuance of shares of Class A common stock to CERo shareholders pursuant to the Business Combination Agreement, including the potential issuance of an additional 1,200,000 earnout shares of Class A at the 2024-02-08 meeting. - Proposal: merger approval - Outcome: passed - Meeting: 2024-02-08 source text: Proposal 4. To approve, for purposes of complying with the applicable provisions of Nasdaq Listing Rule 5635, the issuance of shares of Class A common stock to CERo shareholders pursuant to the Business Combination Agreement, including the potential issuance of an additional 1,200,000 earnout shares of Class A common stock. FOR ABSTAIN AGAINST 5,493,678 10,588 0 evidence_url: https://www.sec.gov/Archives/edgar/data/1870404/000121390024012571/0001213900-24-012571-index.htm - Shareholder Votes CERO THERAPEUTICS HOLDINGS, INC. shareholders approved Advisory Charter Proposal E — to make New CERo’s corporate existence perpetual instead of requiring PBAX to be dissolved and liquidated by April 8, 2024 (or such later date as may be approved by PBAX’s stockholders), and to omit from the Proposed Charter the various provisions applicable only to spe at the 2024-02-08 meeting. - Proposal: say on pay - Outcome: passed - Meeting: 2024-02-08 source text: Advisory Charter Proposal E — to make New CERo’s corporate existence perpetual instead of requiring PBAX to be dissolved and liquidated by April 8, 2024 (or such later date as may be approved by PBAX’s stockholders), and to omit from the Proposed Charter the various provisions applicable only to special purpose acquisition companies; and FOR ABSTAIN AGAINST 5,493,678 10,588 0 evidence_url: https://www.sec.gov/Archives/edgar/data/1870404/000121390024012571/0001213900-24-012571-index.htm - Shareholder Votes CERO THERAPEUTICS HOLDINGS, INC. shareholders approved Advisory Charter Proposal C — to create a classified board of directors consisting of three classes, Class I, Class II and Class III, with members of each class elected for three-year terms expiring in sequential years; at the 2024-02-08 meeting. - Proposal: say on pay - Outcome: passed - Meeting: 2024-02-08 source text: Advisory Charter Proposal C — to create a classified board of directors consisting of three classes, Class I, Class II and Class III, with members of each class elected for three-year terms expiring in sequential years; FOR ABSTAIN AGAINST 5,493,666 10,600 0 evidence_url: https://www.sec.gov/Archives/edgar/data/1870404/000121390024012571/0001213900-24-012571-index.htm - Shareholder Votes CERO THERAPEUTICS HOLDINGS, INC. shareholders approved To (a) adopt and approve the Business Combination Agreement, pursuant to which Merger Sub will merge with and into CERo, with CERo surviving the merger as a wholly-owned subsidiary of the Company and (b) approve such merger and the other transactions contemplated by the Business Combination Agreemen at the 2024-02-08 meeting. - Proposal: merger approval - Outcome: passed - Meeting: 2024-02-08 source text: Proposal 1. To (a) adopt and approve the Business Combination Agreement, pursuant to which Merger Sub will merge with and into CERo, with CERo surviving the merger as a wholly-owned subsidiary of the Company and (b) approve such merger and the other transactions contemplated by the Business Combination Agreement, and (c) adopt and approve each Ancillary Document (as defined in the Business Combination Agreement) to which the Company is a party and approve all transactions contemplated therein. FOR ABSTAIN AGAINST 5,493,678 10,588 0 evidence_url: https://www.sec.gov/Archives/edgar/data/1870404/000121390024012571/0001213900-24-012571-index.htm - Shareholder Votes CERO THERAPEUTICS HOLDINGS, INC. shareholders approved To approve the appointment of five directors who, upon consummation of the Business Combination, will become directors of New CERo. at the 2024-02-08 meeting. - Proposal: director election - Outcome: passed - Meeting: 2024-02-08 source text: Proposal 5. To approve the appointment of five directors who, upon consummation of the Business Combination, will become directors of New CERo. (1) Michael Byrnes FOR ABSTAIN AGAINST 5,504,254 12 0 2 (2) Brian Atwood FOR ABSTAIN AGAINST 5,504,254 12 0 (3) Kathleen LaPorte FOR ABSTAIN AGAINST 5,504,266 0 0 (4) Daniel Corey FOR ABSTAIN AGAINST 5,504,254 12 0 (5) Chris Ehrlich FOR ABSTAIN AGAINST 5,504,254 12 0 evidence_url: https://www.sec.gov/Archives/edgar/data/1870404/000121390024012571/0001213900-24-012571-index.htm - Shareholder Votes CERO THERAPEUTICS HOLDINGS, INC. shareholders approved To approve the 2024 Equity Incentive Plan, which will become effective as of and contingent on the consummation of the Business Combination. at the 2024-02-08 meeting. - Proposal: equity plan - Outcome: passed - Meeting: 2024-02-08 source text: Proposal 6. To approve the 2024 Equity Incentive Plan, which will become effective as of and contingent on the consummation of the Business Combination. FOR ABSTAIN AGAINST 5,493,678 10,588 0 evidence_url: https://www.sec.gov/Archives/edgar/data/1870404/000121390024012571/0001213900-24-012571-index.htm - Shareholder Votes CERO THERAPEUTICS HOLDINGS, INC. shareholders approved Advisory Charter Proposal D — to provide that certain amendments to provisions of the Proposed Charter will require the approval of at least 66 2/3% of New CERo’s then-outstanding shares of capital stock entitled to vote on such amendment and of each class entitled to vote thereon as a class; at the 2024-02-08 meeting. - Proposal: say on pay - Outcome: passed - Meeting: 2024-02-08 source text: Advisory Charter Proposal D — to provide that certain amendments to provisions of the Proposed Charter will require the approval of at least 66 2/3% of New CERo’s then-outstanding shares of capital stock entitled to vote on such amendment and of each class entitled to vote thereon as a class; FOR ABSTAIN AGAINST 5,493,666 10,600 0 evidence_url: https://www.sec.gov/Archives/edgar/data/1870404/000121390024012571/0001213900-24-012571-index.htm - Shareholder Votes CERO THERAPEUTICS HOLDINGS, INC. shareholders approved To approve a proposed second amended and restated certificate of incorporation for New CERo (the “Proposed Charter”) and second amended and restated bylaws for New CERo, which will be in effect upon the closing of the Business Combination. at the 2024-02-08 meeting. - Proposal: charter amendment - Outcome: passed - Meeting: 2024-02-08 source text: Proposal 2. To approve a proposed second amended and restated certificate of incorporation for New CERo (the “Proposed Charter”) and second amended and restated bylaws for New CERo, which will be in effect upon the closing of the Business Combination. FOR ABSTAIN AGAINST 5,493,678 10,588 0 evidence_url: https://www.sec.gov/Archives/edgar/data/1870404/000121390024012571/0001213900-24-012571-index.htm - Shareholder Votes CERO THERAPEUTICS HOLDINGS, INC. shareholders approved Advisory Charter Proposal A — to change the corporate name of New CERo to “CERo Therapeutics Holdings, Inc.” on and from the time of the Business Combination; at the 2024-02-08 meeting. - Proposal: say on pay - Outcome: passed - Meeting: 2024-02-08 source text: Advisory Charter Proposal A — to change the corporate name of New CERo to “CERo Therapeutics Holdings, Inc.” on and from the time of the Business Combination; FOR ABSTAIN AGAINST 5,493,678 10,588 0 evidence_url: https://www.sec.gov/Archives/edgar/data/1870404/000121390024012571/0001213900-24-012571-index.htm - Shareholder Votes CERO THERAPEUTICS HOLDINGS, INC. shareholders approved Advisory Charter Proposal F — to remove the provision that allows stockholders to act by written consent as opposed to holding a stockholders meeting. at the 2024-02-08 meeting. - Proposal: say on pay - Outcome: passed - Meeting: 2024-02-08 source text: Advisory Charter Proposal F — to remove the provision that allows stockholders to act by written consent as opposed to holding a stockholders meeting. FOR ABSTAIN AGAINST 5,493,678 10,588 0 evidence_url: https://www.sec.gov/Archives/edgar/data/1870404/000121390024012571/0001213900-24-012571-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.