Phoenix Biotech Acquisition amends CERo merger earnout; adds 1.875M shares with closing and IND milestones

CERO THERAPEUTICS HOLDINGS, INC.

Amendment creates 875,000 earnout shares fully vested at closing, offsetting sponsor forfeiture.
Adds 1,000,000 earnout shares vesting upon FDA IND application submission (regulatory milestone).
Existing price-based earnout targets: $12.50 (500K shares) and $15.00 (500K shares) VWAP thresholds.
Total Company Stockholders Earn-Out Consideration now 3,075,000 shares per new allocation schedule.
Technical changes to timing and process for earnout issuance, plus HSR filing provisions.

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. amended Second BCA Amendment with Phoenix Biotech Acquisition Corp., PBCE Merger Sub, Inc., CERo Therapeutics, Inc. (effective 2024-02-13).

Action: amendment
Agreement: merger
Counterparty: Phoenix Biotech Acquisition Corp., PBCE Merger Sub, Inc., CERo Therapeutics, Inc.
Effective: 2024-02-13

Exact text from the filing

On February 13, 2024, the parties to the Business Combination Agreement entered into Amendment No. 2 to the Business Combination Agreement (the " Second BCA Amendment ") to create two additional pools of earnout shares of common stock, par value $0.0001 per share (" Common Stock "), one pool of which will contain 875,000 shares, which will be fully vested at closing of the Business Combination and which are being issued as an offset to the agreement by Phoenix Biotech Sponsor, LLC to forfeit an offsetting number of shares, and one pool of which will contain 1,000,000 shares, which will be fully vested upon the achievement of certain regulatory milestone-based earnout targets and make certain other technical changes to the timing and process for issuance of the 1,200,000 shares of Common Stock subject to the other earn-out conditions set forth in the Business Combination Agreement.

View on SEC.gov

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

CERO THERAPEUTICS HOLDINGS, INC. filing history →

Source: SEC EDGAR

accession 0001213900-24-013804

view filing index on sec.gov

view primary document

Machine-readable: JSON · Markdown · Plain text

This headline and bullets were generated automatically by deepseek-v4-flash:cloud@v2 from the public filing. Read the source on SEC.gov before relying on any specific claim. Not investment advice. See methodology for how this pipeline works.