8-K
filed February 15, 2024, 6:59 PM ET
ticker CERO
CIK 0001870404
M&A
confidence high
sentiment neutral
materiality 0.85
CERO THERAPEUTICS HOLDINGS, INC. (CERO): M&A transaction — CERO Therapeutics completes business combination with PBAX; raises $9.4M PIPE
CERO THERAPEUTICS HOLDINGS, INC.
- Business combination closed Feb 14, 2024; PBAX merged with CERo, renamed CERO Therapeutics Holdings.
- Issued ~7.58M shares to CERo stockholders; 3.075M earnout shares subject to stock price/regulatory milestones.
- PIPE financing raised ~$9.4M via 12,580 Series A preferred shares and warrants; convertible bridge notes exchanged.
- Entered $25M equity line of credit with Keystone Capital; shares sold at 90% of VWAP, capped at 19.99%.
- Lock-up on ~673,504 shares for 180 days or until $12.50 VWAP for 20 days within 30 days.
Key facts
Extracted from this filing and checked against the source text.
Executive change
SEC 8-K Item 5.02
confidence 0.95
Mr. Ehrlich was appointed as Director at CERO THERAPEUTICS HOLDINGS, INC..
- Action
- appointed
- Role
- Director
Exact text from the filing
Mr. Byrnes, Mr. Atwood, Ms. LaPorte, Mr. Corey and Mr. Ehrlich were appointed as directors of the Company
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Mr. Atwood was appointed as Director at CERO THERAPEUTICS HOLDINGS, INC..
- Action
- appointed
- Role
- Director
Exact text from the filing
Mr. Byrnes, Mr. Atwood, Ms. LaPorte, Mr. Corey and Mr. Ehrlich were appointed as directors of the Company
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Mr. Byrnes was appointed as Director at CERO THERAPEUTICS HOLDINGS, INC..
- Action
- appointed
- Role
- Director
Exact text from the filing
Mr. Byrnes, Mr. Atwood, Ms. LaPorte, Mr. Corey and Mr. Ehrlich were appointed as directors of the Company
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Mr. Atwood was appointed as Chief Executive Officer at CERO THERAPEUTICS HOLDINGS, INC..
- Action
- appointed
- Role
- Chief Executive Officer
Exact text from the filing
Mr. Atwood was appointed as the Company's Chief Executive Officer
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Robyn Rapaport was elected as Director at CERO THERAPEUTICS HOLDINGS, INC..
- Action
- elected
- Role
- Director
Exact text from the filing
On February 14, 2024, the Board increase the size of the Board to seven directors and filled the vacancies caused thereby by electing each of Lindsey Rolfe and Robyn Rapaport to serve as a director
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Mr. Carter was appointed as Chief Financial Officer at CERO THERAPEUTICS HOLDINGS, INC..
- Action
- appointed
- Role
- Chief Financial Officer
Exact text from the filing
Mr. Carter was appointed as the Company's Chief Financial Officer
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Mr. Corey was appointed as Director at CERO THERAPEUTICS HOLDINGS, INC..
- Action
- appointed
- Role
- Director
Exact text from the filing
Mr. Byrnes, Mr. Atwood, Ms. LaPorte, Mr. Corey and Mr. Ehrlich were appointed as directors of the Company
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Mr. Corey was appointed as Chief Technical Officer at CERO THERAPEUTICS HOLDINGS, INC..
- Action
- appointed
- Role
- Chief Technical Officer
Exact text from the filing
Mr. Corey was appointed as the Company's Chief Technical Officer
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Ms. LaPorte was appointed as Director at CERO THERAPEUTICS HOLDINGS, INC..
- Action
- appointed
- Role
- Director
Exact text from the filing
Mr. Byrnes, Mr. Atwood, Ms. LaPorte, Mr. Corey and Mr. Ehrlich were appointed as directors of the Company
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Ms. Kosacz resigned as Director at CERO THERAPEUTICS HOLDINGS, INC..
- Action
- resigned
- Role
- Director
Exact text from the filing
Ms. Kosacz and Ms. Loewy resigned from the board of directors of PBAX and any committees thereof
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Lindsey Rolfe was elected as Director at CERO THERAPEUTICS HOLDINGS, INC..
- Action
- elected
- Role
- Director
Exact text from the filing
On February 14, 2024, the Board increase the size of the Board to seven directors and filled the vacancies caused thereby by electing each of Lindsey Rolfe and Robyn Rapaport to serve as a director
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Ms. Loewy resigned as Director at CERO THERAPEUTICS HOLDINGS, INC..
- Action
- resigned
- Role
- Director
Exact text from the filing
Ms. Kosacz and Ms. Loewy resigned from the board of directors of PBAX and any committees thereof
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
CERO THERAPEUTICS HOLDINGS, INC.: Adopted amended and restated bylaws in connection with Business Combination (effective 2024-02-14).
- Change
- bylaw amendment
- Effective
- 2024-02-14
Exact text from the filing
and (ii) adopted amended and restated bylaws (as amended, the “ Bylaws ”)
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
CERO THERAPEUTICS HOLDINGS, INC.: Filed second amended and restated certificate of incorporation in connection with Business Combination (effective 2024-02-14).
- Change
- charter amendment
- Effective
- 2024-02-14
Exact text from the filing
the Company (i) filed a second amended and restated certificate of incorporation with the Secretary of State of the State of Delaware (as amended, the “ Certificate of Incorporation ”)
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
CERO THERAPEUTICS HOLDINGS, INC.: Company ceased being a shell company as a result of the Business Combination (effective 2024-02-14).
- Change
- shell status
- Effective
- 2024-02-14
Exact text from the filing
As a result of the Business Combination, the Company ceased being a shell company.
View on SEC.gov
M&A Transactions
SEC 8-K Item 2.01/5.01
confidence 0.9
CERO THERAPEUTICS HOLDINGS, INC. completed an acquisition involving CERo Therapeutics, Inc. (closed 2024-02-14).
- Action
- acquisition
- Counterparty
- CERo Therapeutics, Inc.
- Closing
- 2024-02-14
Exact text from the filing
On February 14, 2024 (the “ Closing Date ”), Phoenix Biotech Acquisition Corp., a Delaware corporation (“ PBAX ” and, after the consummation of the Business Combination (as defined below), the “ Company ”), completed the previously announced acquisition of CERo Therapeutics, Inc., a Delaware corporation (“ CERo ”), pursuant to the business combination agreement and plan of reorganization
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.9
CERO THERAPEUTICS HOLDINGS, INC. entered into Common Stock Purchase Agreement with Keystone Capital Partners, LLC.
- Action
- entry
- Agreement
- equity purchase
- Counterparty
- Keystone Capital Partners, LLC
Exact text from the filing
the Company entered into a common stock purchase agreement (the " Common Stock Purchase Agreement ") with Keystone Capital Partners, LLC (the " ELOC Investor ")
View on SEC.gov
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