--- schema_version: "secwatch.filing_event.v1" accession: "0001213900-24-017157" form_type: "8-K/A" ticker: "CERO" cik: "0001870404" company_name: "CERO THERAPEUTICS HOLDINGS, INC." filed_at: "2024-02-27T23:59:59+00:00" generated_at: "2026-06-05T13:08:33.360868+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 reverse merger with SPAC Phoenix Biotech on Feb 14, 2024, raising $9.98M in PIPE ## Summary - 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. ## SEC filing metadata - accession: 0001213900-24-017157 - form_type: 8-K/A - ticker: CERO - cik: 0001870404 - company_name: CERO THERAPEUTICS HOLDINGS, INC. - filed_at: 2024-02-27T23:59:59+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, 3.02, 5.01, 5.03 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1870404/000121390024017157/0001213900-24-017157-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1870404/000121390024017157/ea193847-8ka1_cerothera.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001213900-24-017157 - JSON: https://secwatch.observer/filing/0001213900-24-017157.json - Plain text: https://secwatch.observer/filing/0001213900-24-017157.txt ## Key facts - 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/1870404/000121390024017157/0001213900-24-017157-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/1870404/000121390024017157/0001213900-24-017157-index.htm - Executive change Robyn Rapaport was appointed as Director at CERO THERAPEUTICS HOLDINGS, INC.. - Action: appointed - Role: Director source text: electing each of Lindsey Rolfe and Robyn Rapaport to serve as a director evidence_url: https://www.sec.gov/Archives/edgar/data/1870404/000121390024017157/0001213900-24-017157-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/1870404/000121390024017157/0001213900-24-017157-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/1870404/000121390024017157/0001213900-24-017157-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/1870404/000121390024017157/0001213900-24-017157-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/1870404/000121390024017157/0001213900-24-017157-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/1870404/000121390024017157/0001213900-24-017157-index.htm - Executive change Lindsey Rolfe was appointed as Director at CERO THERAPEUTICS HOLDINGS, INC.. - Action: appointed - Role: Director source text: electing each of Lindsey Rolfe and Robyn Rapaport to serve as a director evidence_url: https://www.sec.gov/Archives/edgar/data/1870404/000121390024017157/0001213900-24-017157-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/1870404/000121390024017157/0001213900-24-017157-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/1870404/000121390024017157/0001213900-24-017157-index.htm - 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/1870404/000121390024017157/0001213900-24-017157-index.htm - M&A Transactions 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 source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1870404/000121390024017157/0001213900-24-017157-index.htm - Material Agreements CERO THERAPEUTICS HOLDINGS, INC. entered into Common Stock Purchase Agreement. - Action: entry - Agreement: equity purchase source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1870404/000121390024017157/0001213900-24-017157-index.htm - Material Agreements CERO THERAPEUTICS HOLDINGS, INC. entered into Sponsor Share Forfeiture Agreement. - Action: entry source text: Sponsor Share Forfeiture Agreement At Closing, the Sponsor entered into the Sponsor Share Forfeiture Agreement, pursuant to which, upon the terms and subj evidence_url: https://www.sec.gov/Archives/edgar/data/1870404/000121390024017157/0001213900-24-017157-index.htm - Material Agreements CERO THERAPEUTICS HOLDINGS, INC. entered into ELOC Registration Rights Agreement. - Action: entry - Agreement: equity purchase source text: 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 ”), evidence_url: https://www.sec.gov/Archives/edgar/data/1870404/000121390024017157/0001213900-24-017157-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.