8-K/A
filed February 27, 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 reverse merger with SPAC Phoenix Biotech on Feb 14, 2024, raising $9.98M in PIPE
CERO THERAPEUTICS HOLDINGS, INC.
- Business combination closed; PBAX renamed to CERo Therapeutics Holdings, Inc.; common stock and warrants trade on Nasdaq as CERO and CEROW.
- PIPE financing raised ~$9.98M via sale of Series A convertible preferred, common warrants, and preferred warrants to accredited investors.
- Equity line of credit with lead investor allows sale of up to ~2.98M shares over 36 months at 90% of VWAP; 119,050 commitment shares issued.
- Consideration included 8.46M shares to CERo stockholders (including 3.08M earnout shares tied to price/milestones) and 1.63M shares to vendors in lieu of $8.54M cash.
- Sponsor forfeited 875K shares at closing; 1.76M shares subject to 180-day lock-up; Promissory Note of $1.55M extinguished.
Key facts
Extracted from this filing and checked against the source text.
Executive change
SEC 8-K Item 5.02
confidence 0.9
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
Executive change
SEC 8-K Item 5.02
confidence 0.9
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 0.9
Robyn Rapaport was appointed as Director at CERO THERAPEUTICS HOLDINGS, INC..
- Action
- appointed
- Role
- Director
Exact text from the filing
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 0.9
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 0.9
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 0.9
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 0.9
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 0.9
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 0.9
Lindsey Rolfe was appointed as Director at CERO THERAPEUTICS HOLDINGS, INC..
- Action
- appointed
- Role
- Director
Exact text from the filing
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 0.9
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 0.9
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 0.9
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
M&A Transactions
SEC 8-K Item 2.01/5.01
confidence 0.95
CERO THERAPEUTICS HOLDINGS, INC. underwent a change of control involving Phoenix Biotech Acquisition Corp. (PBAX) for Issuance of 8,457,653 shares of Common Stock (including 3,075,000 Earnout Shares and 382,653 shares issuable upon exercise of rollover options or warrants) (closed 2024-02-14).
- Action
- change of control
- Counterparty
- Phoenix Biotech Acquisition Corp. (PBAX)
- Consideration
- Issuance of 8,457,653 shares of Common Stock (including 3,075,000 Earnout Shares and 382,653 shares issuable upon exercise of rollover options or warrants)
- Closing
- 2024-02-14
Exact text from the filing
the earlier of such forfeiture or the expiration of the earnout period. As consideration for the Business Combination, the Company issued to CERo stockholders an aggregate of 8,457,653 shares of Common Stock, including 3,075,000 Earnout Shares and 382,653 shares issuable upon exercise of rollover options or warrants. The foregoing description of the Business
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.
- Action
- entry
- Agreement
- equity purchase
Exact text from the filing
BAX entered into a common stock purchase agreement (the “ Common Stock Purchase Agreement ”) with the Lead Investor, pursuant to which the Company may sell and issue, and the Lead Investor is obligated to purchase, up to the greater of (i) 2,977,070 shares
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.7
CERO THERAPEUTICS HOLDINGS, INC. entered into Sponsor Share Forfeiture Agreement.
- Action
- entry
Exact text from the filing
Sponsor Share Forfeiture Agreement At Closing, the Sponsor entered into the Sponsor Share Forfeiture Agreement, pursuant to which, upon the terms and subj
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.9
CERO THERAPEUTICS HOLDINGS, INC. entered into ELOC Registration Rights Agreement.
- Action
- entry
- Agreement
- equity purchase
Exact text from the filing
Concurrent with the execution of the Common Stock Purchase Agreement, the Company entered into a registration rights agreement with the Lead Investor (the “ ELOC Registration Rights Agreement ”),
View on SEC.gov
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