Robyn Rapaport was appointed as Director at CERO THERAPEUTICS HOLDINGS, INC..
“electing each of Lindsey Rolfe and Robyn Rapaport to serve as a director”
CERO THERAPEUTICS HOLDINGS, INC. — fact timeline
Source-grounded facts extracted from CERO THERAPEUTICS HOLDINGS, INC.'s SEC 8-K filings across all families, newest first. Each cites a verbatim SEC excerpt.
Lindsey Rolfe was appointed as Director at CERO THERAPEUTICS HOLDINGS, INC..
“electing each of Lindsey Rolfe and Robyn Rapaport to serve as a director”
Mr. Corey was appointed as Chief Technical Officer at CERO THERAPEUTICS HOLDINGS, INC..
“Mr. Corey was appointed as the Company’s Chief Technical Officer”
Mr. Carter was appointed as Chief Financial Officer at CERO THERAPEUTICS HOLDINGS, INC..
“Mr. Carter was appointed as the Company’s Chief Financial Officer”
Mr. Atwood was appointed as Chief Executive Officer at CERO THERAPEUTICS HOLDINGS, INC..
“Mr. Atwood was appointed as the Company’s Chief Executive Officer”
Mr. Ehrlich was appointed as Director at CERO THERAPEUTICS HOLDINGS, INC..
“Mr. Byrnes, Mr. Atwood, Ms. LaPorte, Mr. Corey and Mr. Ehrlich were appointed as directors of the Company”
Mr. Corey was appointed as Director at CERO THERAPEUTICS HOLDINGS, INC..
“Mr. Byrnes, Mr. Atwood, Ms. LaPorte, Mr. Corey and Mr. Ehrlich were appointed as directors of the Company”
Ms. LaPorte was appointed as Director at CERO THERAPEUTICS HOLDINGS, INC..
“Mr. Byrnes, Mr. Atwood, Ms. LaPorte, Mr. Corey and Mr. Ehrlich were appointed as directors of the Company”
Mr. Atwood was appointed as Director at CERO THERAPEUTICS HOLDINGS, INC..
“Mr. Byrnes, Mr. Atwood, Ms. LaPorte, Mr. Corey and Mr. Ehrlich were appointed as directors of the Company”
Mr. Byrnes was appointed as Director at CERO THERAPEUTICS HOLDINGS, INC..
“Mr. Byrnes, Mr. Atwood, Ms. LaPorte, Mr. Corey and Mr. Ehrlich were appointed as directors of the Company”
Ms. Loewy resigned as Director at CERO THERAPEUTICS HOLDINGS, INC..
“Ms. Kosacz and Ms. Loewy resigned from the board of directors of PBAX and any committees thereof”
Ms. Kosacz resigned as Director at CERO THERAPEUTICS HOLDINGS, INC..
“Ms. Kosacz and Ms. Loewy resigned from the board of directors of PBAX and any committees thereof”
CERO THERAPEUTICS HOLDINGS, INC.: Company ceased being a shell company as a result of the Business Combination (effective 2024-02-14).
“As a result of the Business Combination, the Company ceased being a shell company.”
CERO THERAPEUTICS HOLDINGS, INC.: Adopted amended and restated bylaws in connection with Business Combination (effective 2024-02-14).
“and (ii) adopted amended and restated bylaws (as amended, the “ Bylaws ”)”
CERO THERAPEUTICS HOLDINGS, INC.: Filed second amended and restated certificate of incorporation in connection with Business Combination (effective 2024-02-14).
“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 ”)”
CERO THERAPEUTICS HOLDINGS, INC. completed an acquisition involving CERo Therapeutics, Inc. (closed 2024-02-14).
“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”
CERO THERAPEUTICS HOLDINGS, INC. entered into Common Stock Purchase Agreement with Keystone Capital Partners, LLC.
“the Company entered into a common stock purchase agreement (the " Common Stock Purchase Agreement ") with Keystone Capital Partners, LLC (the " ELOC Investor ")”
Robyn Rapaport was elected as Director at CERO THERAPEUTICS HOLDINGS, INC..
“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”
Lindsey Rolfe was elected as Director at CERO THERAPEUTICS HOLDINGS, INC..
“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”
Mr. Carter was appointed as Chief Financial Officer at CERO THERAPEUTICS HOLDINGS, INC..
“Mr. Carter was appointed as the Company's Chief Financial Officer”
Mr. Corey was appointed as Chief Technical Officer at CERO THERAPEUTICS HOLDINGS, INC..
“Mr. Corey was appointed as the Company's Chief Technical Officer”
Mr. Atwood was appointed as Chief Executive Officer at CERO THERAPEUTICS HOLDINGS, INC..
“Mr. Atwood was appointed as the Company's Chief Executive Officer”
Mr. Ehrlich was appointed as Director at CERO THERAPEUTICS HOLDINGS, INC..
“Mr. Byrnes, Mr. Atwood, Ms. LaPorte, Mr. Corey and Mr. Ehrlich were appointed as directors of the Company”
Mr. Corey was appointed as Director at CERO THERAPEUTICS HOLDINGS, INC..
“Mr. Byrnes, Mr. Atwood, Ms. LaPorte, Mr. Corey and Mr. Ehrlich were appointed as directors of the Company”
Ms. LaPorte was appointed as Director at CERO THERAPEUTICS HOLDINGS, INC..
“Mr. Byrnes, Mr. Atwood, Ms. LaPorte, Mr. Corey and Mr. Ehrlich were appointed as directors of the Company”
Mr. Atwood was appointed as Director at CERO THERAPEUTICS HOLDINGS, INC..
“Mr. Byrnes, Mr. Atwood, Ms. LaPorte, Mr. Corey and Mr. Ehrlich were appointed as directors of the Company”
Mr. Byrnes was appointed as Director at CERO THERAPEUTICS HOLDINGS, INC..
“Mr. Byrnes, Mr. Atwood, Ms. LaPorte, Mr. Corey and Mr. Ehrlich were appointed as directors of the Company”
Ms. Loewy resigned as Director at CERO THERAPEUTICS HOLDINGS, INC..
“Ms. Kosacz and Ms. Loewy resigned from the board of directors of PBAX and any committees thereof”
Ms. Kosacz resigned as Director at CERO THERAPEUTICS HOLDINGS, INC..
“Ms. Kosacz and Ms. Loewy resigned from the board of directors of PBAX and any committees thereof”
CERO THERAPEUTICS HOLDINGS, INC. amended Second BCA Amendment with Phoenix Biotech Acquisition Corp., PBCE Merger Sub, Inc., CERo Therapeutics, Inc. (effective 2024-02-13).
“On February 13, 2024, the parties to the Business Combination Agreement entered into Amendment No. 2 to the Business Combination Agreement (the " Second BCA Amendment ") to create two additional pools of earnout shares of common stock, par value $0.0001 per share (" Common Stock "), one pool of which will contain 875,000 shares, which will be fully vested at closing of the Business Combination and which are being issued as an offset to the agreement by Phoenix Biotech Sponsor, LLC to forfeit an offsetting number of shares, and one pool of which will contain 1,000,000 shares, which will be fully vested upon the achievement of certain regulatory milestone-based earnout targets and make certain other technical changes to the timing and process for issuance of the 1,200,000 shares of Common Stock subject to the other earn-out conditions set forth in the Business Combination Agreement.”
CERO THERAPEUTICS HOLDINGS, INC. shareholders approved To approve the 2024 Employee Stock Purchase Plan, which will become effective as of and contingent on the consummation of the Business Combination. at the 2024-02-08 meeting.
“Proposal 7. To approve the 2024 Employee Stock Purchase Plan, which will become effective as of and contingent on the consummation of the Business Combination. FOR ABSTAIN AGAINST 5,493,678 10,588 0”
CERO THERAPEUTICS HOLDINGS, INC. shareholders approved To approve the 2024 Equity Incentive Plan, which will become effective as of and contingent on the consummation of the Business Combination. at the 2024-02-08 meeting.
“Proposal 6. To approve the 2024 Equity Incentive Plan, which will become effective as of and contingent on the consummation of the Business Combination. FOR ABSTAIN AGAINST 5,493,678 10,588 0”
CERO THERAPEUTICS HOLDINGS, INC. shareholders approved To approve the appointment of five directors who, upon consummation of the Business Combination, will become directors of New CERo. at the 2024-02-08 meeting.
“Proposal 5. To approve the appointment of five directors who, upon consummation of the Business Combination, will become directors of New CERo. (1) Michael Byrnes FOR ABSTAIN AGAINST 5,504,254 12 0 2 (2) Brian Atwood FOR ABSTAIN AGAINST 5,504,254 12 0 (3) Kathleen LaPorte FOR ABSTAIN AGAINST 5,504,266 0 0 (4) Daniel Corey FOR ABSTAIN AGAINST 5,504,254 12 0 (5) Chris Ehrlich FOR ABSTAIN AGAINST 5,504,254 12 0”
CERO THERAPEUTICS HOLDINGS, INC. shareholders approved To approve, for purposes of complying with the applicable provisions of Nasdaq Listing Rule 5635, the issuance of shares of Class A common stock to CERo shareholders pursuant to the Business Combination Agreement, including the potential issuance of an additional 1,200,000 earnout shares of Class A at the 2024-02-08 meeting.
“Proposal 4. To approve, for purposes of complying with the applicable provisions of Nasdaq Listing Rule 5635, the issuance of shares of Class A common stock to CERo shareholders pursuant to the Business Combination Agreement, including the potential issuance of an additional 1,200,000 earnout shares of Class A common stock. FOR ABSTAIN AGAINST 5,493,678 10,588 0”
CERO THERAPEUTICS HOLDINGS, INC. shareholders approved Advisory Charter Proposal F — to remove the provision that allows stockholders to act by written consent as opposed to holding a stockholders meeting. at the 2024-02-08 meeting.
“Advisory Charter Proposal F — to remove the provision that allows stockholders to act by written consent as opposed to holding a stockholders meeting. FOR ABSTAIN AGAINST 5,493,678 10,588 0”
CERO THERAPEUTICS HOLDINGS, INC. shareholders approved Advisory Charter Proposal E — to make New CERo’s corporate existence perpetual instead of requiring PBAX to be dissolved and liquidated by April 8, 2024 (or such later date as may be approved by PBAX’s stockholders), and to omit from the Proposed Charter the various provisions applicable only to spe at the 2024-02-08 meeting.
“Advisory Charter Proposal E — to make New CERo’s corporate existence perpetual instead of requiring PBAX to be dissolved and liquidated by April 8, 2024 (or such later date as may be approved by PBAX’s stockholders), and to omit from the Proposed Charter the various provisions applicable only to special purpose acquisition companies; and FOR ABSTAIN AGAINST 5,493,678 10,588 0”
CERO THERAPEUTICS HOLDINGS, INC. shareholders approved Advisory Charter Proposal D — to provide that certain amendments to provisions of the Proposed Charter will require the approval of at least 66 2/3% of New CERo’s then-outstanding shares of capital stock entitled to vote on such amendment and of each class entitled to vote thereon as a class; at the 2024-02-08 meeting.
“Advisory Charter Proposal D — to provide that certain amendments to provisions of the Proposed Charter will require the approval of at least 66 2/3% of New CERo’s then-outstanding shares of capital stock entitled to vote on such amendment and of each class entitled to vote thereon as a class; FOR ABSTAIN AGAINST 5,493,666 10,600 0”
CERO THERAPEUTICS HOLDINGS, INC. shareholders approved Advisory Charter Proposal C — to create a classified board of directors consisting of three classes, Class I, Class II and Class III, with members of each class elected for three-year terms expiring in sequential years; at the 2024-02-08 meeting.
“Advisory Charter Proposal C — to create a classified board of directors consisting of three classes, Class I, Class II and Class III, with members of each class elected for three-year terms expiring in sequential years; FOR ABSTAIN AGAINST 5,493,666 10,600 0”
CERO THERAPEUTICS HOLDINGS, INC. shareholders approved Advisory Charter Proposal B — to increase New CERo’s capitalization so that it will have 1,000,000,000 authorized shares of a single class of common stock and 10,000,000 authorized shares of preferred stock; at the 2024-02-08 meeting.
“Advisory Charter Proposal B — to increase New CERo’s capitalization so that it will have 1,000,000,000 authorized shares of a single class of common stock and 10,000,000 authorized shares of preferred stock; FOR ABSTAIN AGAINST 5,493,666 10,600 0 1”
CERO THERAPEUTICS HOLDINGS, INC. shareholders approved Advisory Charter Proposal A — to change the corporate name of New CERo to “CERo Therapeutics Holdings, Inc.” on and from the time of the Business Combination; at the 2024-02-08 meeting.
“Advisory Charter Proposal A — to change the corporate name of New CERo to “CERo Therapeutics Holdings, Inc.” on and from the time of the Business Combination; FOR ABSTAIN AGAINST 5,493,678 10,588 0”
CERO THERAPEUTICS HOLDINGS, INC. shareholders approved To approve a proposed second amended and restated certificate of incorporation for New CERo (the “Proposed Charter”) and second amended and restated bylaws for New CERo, which will be in effect upon the closing of the Business Combination. at the 2024-02-08 meeting.
“Proposal 2. To approve a proposed second amended and restated certificate of incorporation for New CERo (the “Proposed Charter”) and second amended and restated bylaws for New CERo, which will be in effect upon the closing of the Business Combination. FOR ABSTAIN AGAINST 5,493,678 10,588 0”
CERO THERAPEUTICS HOLDINGS, INC. shareholders approved To (a) adopt and approve the Business Combination Agreement, pursuant to which Merger Sub will merge with and into CERo, with CERo surviving the merger as a wholly-owned subsidiary of the Company and (b) approve such merger and the other transactions contemplated by the Business Combination Agreemen at the 2024-02-08 meeting.
“Proposal 1. To (a) adopt and approve the Business Combination Agreement, pursuant to which Merger Sub will merge with and into CERo, with CERo surviving the merger as a wholly-owned subsidiary of the Company and (b) approve such merger and the other transactions contemplated by the Business Combination Agreement, and (c) adopt and approve each Ancillary Document (as defined in the Business Combination Agreement) to which the Company is a party and approve all transactions contemplated therein. FOR ABSTAIN AGAINST 5,493,678 10,588 0”
CERO THERAPEUTICS HOLDINGS, INC. entered into Securities Purchase Agreement with an accredited investor valued at $2.0 million (effective 2024-02-05).
“On February 5, 2024, the Company entered into a securities purchase agreement (the “ Securities Purchase Agreement ”) with an accredited investor”
CERO THERAPEUTICS HOLDINGS, INC. amended Amendment No. 1 to the Business Combination Agreement with Phoenix Biotech Acquisition Corp., PBCE Merger Sub, Inc. and CERo Therapeutics, Inc. (effective 2024-02-05).
“arties entered into Amendment No. 1 to the Business Combination Agreement (the “ Amendment ”) to, among other things, (i) remove the minimum cash condition, (ii) modify the stock-price based milestones such that (a) the trading price condition for the”
CERO THERAPEUTICS HOLDINGS, INC.: Amended charter to allow board to extend business combination deadline up to three additional months, and to provide redemption rights without tender offer rules (effective 2024-01-03).
“On January 3, 2024, the Company’s stockholders approved an amendment (the “ Charter Amendment ”) to the Company’s amended and restated certificate of incorporation, as amended by the First Amendment dated December 20, 2022 and the Second Amendment dated July 7, 2023 (the “ Charter ”), to provide its board of directors the ability to extend the date by which the Company has to consummate a business combination up to three times for one month each time, for a maximum of three additional months.”
CERO THERAPEUTICS HOLDINGS, INC. shareholders approved Trust Amendment Proposal - to amend the Trust Agreement to extend the business combination period at the 2024-01-03 meeting.
“Proposal 2 - The Trust Amendment Proposal - a proposal to amend the Trust Agreement to extend the business combination period up to three times for one month each time from January 8, 2024 to February 8, 2024, March 8, 2024 or April 8, 2024. For Against Abstain 5,538,811 11,082 0”
CERO THERAPEUTICS HOLDINGS, INC. shareholders approved Charter Amendment Proposal - to amend the Charter to extend the business combination period at the 2024-01-03 meeting.
“Proposal 1 - The Charter Amendment Proposal - a proposal to amend the Charter to (a) provide its board of directors the ability to extend the date by which the Company has to consummate a business combination up to three times for one month each time from January 8, 2024 to February 8, 2024, March 8, 2024 or April 8, 2024 and (b) allow for the Company to provide redemption rights to the Company’s public stockholders in accordance with the requirements of the charter without complying with the tender offer rules. For Against Abstain 5,538,823 11,070 0”
CERO THERAPEUTICS HOLDINGS, INC. amended Trust Agreement Amendment with Continental Stock Transfer and Trust Company (effective 2024-01-03).
“Trust Agreement Amendment At the Special Meeting, the Company’s stockholders approved a proposal to amend (the “ Trust Agreement Amendment ”) the Investment Management”
CERO THERAPEUTICS HOLDINGS, INC. amended loan of $1,600,000 with Phoenix Biotech Sponsor, LLC.
“On December 8, 2023, the Company and the Lender amended the Promissory Note to increase the aggregate principal amount of the Promissory Note from $1,500,000 to $1,600,000.”
CERO THERAPEUTICS HOLDINGS, INC. amended Promissory Note with Phoenix Biotech Sponsor, LLC valued at $1,500,000 to $1,600,000 (effective 2023-12-08).
“On December 8, 2023, the Company and the Lender amended the Promissory Note to increase the aggregate principal amount of the Promissory Note from $1,500,000 to $1,600,000.”
Facts are extracted by an LLM and gated to those whose source quote is present verbatim in the filing text. Coverage is best-effort while backfill and monitoring mature; this is not yet a full-market index. See methodology.