--- schema_version: "secwatch.filing_event.v1" accession: "0001213900-24-014197" form_type: "8-K" ticker: "CERO" cik: "0001870404" company_name: "CERO THERAPEUTICS HOLDINGS, INC." filed_at: "2024-02-15T23:59:59+00:00" generated_at: "2026-06-06T01:28:58.570848+00:00" event_type: "m_and_a" sentiment: "neutral" materiality_score: 0.85 calibrated_materiality_score: 0.85 confidence: "high" source: SEC EDGAR --- # CERO Therapeutics completes business combination with PBAX; raises $9.4M PIPE ## Summary - 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. ## SEC filing metadata - accession: 0001213900-24-014197 - form_type: 8-K - ticker: CERO - cik: 0001870404 - company_name: CERO THERAPEUTICS HOLDINGS, INC. - filed_at: 2024-02-15T23:59:59+00:00 - event_type: m_and_a - sentiment: neutral - materiality_score: 0.85 - calibrated_materiality_score: 0.85 - confidence: high - sec_items: 1.01, 2.01, 5.06, 9.01, 5.02, 5.01, 5.03 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1870404/000121390024014197/0001213900-24-014197-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1870404/000121390024014197/ea193687-8k_phoenix.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001213900-24-014197 - JSON: https://secwatch.observer/filing/0001213900-24-014197.json - Plain text: https://secwatch.observer/filing/0001213900-24-014197.txt ## Key facts - Executive change Mr. Ehrlich was appointed as Director at CERO THERAPEUTICS HOLDINGS, INC.. - Action: appointed - Role: Director source text: Mr. Byrnes, Mr. Atwood, Ms. LaPorte, Mr. Corey and Mr. Ehrlich were appointed as directors of the Company evidence_url: https://www.sec.gov/Archives/edgar/data/1870404/000121390024014197/0001213900-24-014197-index.htm - Executive change Mr. Atwood was appointed as Director at CERO THERAPEUTICS HOLDINGS, INC.. - Action: appointed - Role: Director source text: Mr. Byrnes, Mr. Atwood, Ms. LaPorte, Mr. Corey and Mr. Ehrlich were appointed as directors of the Company evidence_url: https://www.sec.gov/Archives/edgar/data/1870404/000121390024014197/0001213900-24-014197-index.htm - Executive change Mr. Byrnes was appointed as Director at CERO THERAPEUTICS HOLDINGS, INC.. - Action: appointed - Role: Director source text: Mr. Byrnes, Mr. Atwood, Ms. LaPorte, Mr. Corey and Mr. Ehrlich were appointed as directors of the Company evidence_url: https://www.sec.gov/Archives/edgar/data/1870404/000121390024014197/0001213900-24-014197-index.htm - Executive change Mr. Atwood was appointed as Chief Executive Officer at CERO THERAPEUTICS HOLDINGS, INC.. - Action: appointed - Role: Chief Executive Officer source text: Mr. Atwood was appointed as the Company's Chief Executive Officer evidence_url: https://www.sec.gov/Archives/edgar/data/1870404/000121390024014197/0001213900-24-014197-index.htm - Executive change Robyn Rapaport was elected as Director at CERO THERAPEUTICS HOLDINGS, INC.. - Action: elected - Role: Director source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1870404/000121390024014197/0001213900-24-014197-index.htm - Executive change Mr. Carter was appointed as Chief Financial Officer at CERO THERAPEUTICS HOLDINGS, INC.. - Action: appointed - Role: Chief Financial Officer source text: Mr. Carter was appointed as the Company's Chief Financial Officer evidence_url: https://www.sec.gov/Archives/edgar/data/1870404/000121390024014197/0001213900-24-014197-index.htm - Executive change Mr. Corey was appointed as Director at CERO THERAPEUTICS HOLDINGS, INC.. - Action: appointed - Role: Director source text: Mr. Byrnes, Mr. Atwood, Ms. LaPorte, Mr. Corey and Mr. Ehrlich were appointed as directors of the Company evidence_url: https://www.sec.gov/Archives/edgar/data/1870404/000121390024014197/0001213900-24-014197-index.htm - Executive change Mr. Corey was appointed as Chief Technical Officer at CERO THERAPEUTICS HOLDINGS, INC.. - Action: appointed - Role: Chief Technical Officer source text: Mr. Corey was appointed as the Company's Chief Technical Officer evidence_url: https://www.sec.gov/Archives/edgar/data/1870404/000121390024014197/0001213900-24-014197-index.htm - Executive change Ms. LaPorte was appointed as Director at CERO THERAPEUTICS HOLDINGS, INC.. - Action: appointed - Role: Director source text: Mr. Byrnes, Mr. Atwood, Ms. LaPorte, Mr. Corey and Mr. Ehrlich were appointed as directors of the Company evidence_url: https://www.sec.gov/Archives/edgar/data/1870404/000121390024014197/0001213900-24-014197-index.htm - Executive change Ms. Kosacz resigned as Director at CERO THERAPEUTICS HOLDINGS, INC.. - Action: resigned - Role: Director source text: Ms. Kosacz and Ms. Loewy resigned from the board of directors of PBAX and any committees thereof evidence_url: https://www.sec.gov/Archives/edgar/data/1870404/000121390024014197/0001213900-24-014197-index.htm - Executive change Lindsey Rolfe was elected as Director at CERO THERAPEUTICS HOLDINGS, INC.. - Action: elected - Role: Director source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1870404/000121390024014197/0001213900-24-014197-index.htm - Executive change Ms. Loewy resigned as Director at CERO THERAPEUTICS HOLDINGS, INC.. - Action: resigned - Role: Director source text: Ms. Kosacz and Ms. Loewy resigned from the board of directors of PBAX and any committees thereof evidence_url: https://www.sec.gov/Archives/edgar/data/1870404/000121390024014197/0001213900-24-014197-index.htm - Governance Changes 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 source text: and (ii) adopted amended and restated bylaws (as amended, the “ Bylaws ”) evidence_url: https://www.sec.gov/Archives/edgar/data/1870404/000121390024014197/0001213900-24-014197-index.htm - Governance Changes 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 source text: 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 ”) evidence_url: https://www.sec.gov/Archives/edgar/data/1870404/000121390024014197/0001213900-24-014197-index.htm - Governance Changes 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 source text: As a result of the Business Combination, the Company ceased being a shell company. evidence_url: https://www.sec.gov/Archives/edgar/data/1870404/000121390024014197/0001213900-24-014197-index.htm - M&A Transactions 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 source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1870404/000121390024014197/0001213900-24-014197-index.htm - Material Agreements 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 source text: the Company entered into a common stock purchase agreement (the " Common Stock Purchase Agreement ") with Keystone Capital Partners, LLC (the " ELOC Investor ") evidence_url: https://www.sec.gov/Archives/edgar/data/1870404/000121390024014197/0001213900-24-014197-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.