CERo Therapeutics secures $25M equity line with Arena; MD Anderson fund requests additional data before grant

CERO THERAPEUTICS HOLDINGS, INC.

Enters purchase agreement with Arena for up to $25M of common stock; shares priced at 90% of Market Price.
Max advance per notice is lesser of 60% avg daily value traded (or 30% if after 8:30 ET) and $20M/$15M cap.
Commitment fee shares equal 500,000 divided by avg VWAP over 5 days pre-ELOC reg effectiveness.
MD Anderson's Cancer Focus Fund requested additional technical data; company expects to reapply short term, funding not assured.
Shares issued under Section 4(a)(2)/Reg D exemption; 4.99% ownership limitation applies.

Key facts

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Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

CERO THERAPEUTICS HOLDINGS, INC. entered into Purchase Agreement with Arena Business Solutions Global SPC II, Ltd on behalf of and for the account of Segregated Portfolio #13 – SPC #13 valued at up to $25 million (effective 2024-02-23).

Action: entry
Agreement: equity purchase
Counterparty: Arena Business Solutions Global SPC II, Ltd on behalf of and for the account of Segregated Portfolio #13 – SPC #13
Value: up to $25 million
Effective: 2024-02-23

Exact text from the filing

On February 23, 2024, CERo Therapeutics Holdings, Inc., a Delaware corporation (the “ Company ”), entered into a purchase agreement (the “Purchase Agreement ”) with Arena Business Solutions Global SPC II, Ltd on behalf of and for the account of Segregated Portfolio #13 – SPC #13 (“ Arena ”), pursuant to which Arena has committed to purchase up to $25 million (the “ Commitment Amount ”) of the Company’s shares of common stock, par value $0.0001 per share (the “ Common Stock ”), subject to the satisfaction of the conditions in the Purchase Agreement.

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Source: SEC EDGAR

accession 0001213900-24-017770

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