CERO THERAPEUTICS HOLDINGS, INC. — fact timeline

CERO THERAPEUTICS HOLDINGS, INC. received a nasdaq deficiency notice notice regarding other (rules 5450(a)(2)).

“September 7, 2023, Phoenix Biotech Acquisition Corp., a Delaware corporation (the “Company”), received a written notice (the “Notice”) from the Nasdaq Listing Qualifications Department of The Nasdaq Stock Market (“Nasdaq”) indicating that the Company was not in compliance with Listing Rule 5450(a)(2), which requires the Company to have at least 400 public holders for continued listing on the Nasdaq Global Market (the “Minimum Public Holders Rule”). The Notice is only a notification of deficiency, not of imminent delisting, and has no current effect on the listing or trading of the Company’s se”

CERO THERAPEUTICS HOLDINGS, INC.: Amended charter to allow board to extend business combination deadline up to six additional months, one month each time, from July 8, 2023 to as late as January 8, 2024, and allow redemption rights without tender offer compliance (effective 2023-07-07).

“On July 7, 2023, 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 (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 six times for one month each time, for a maximum of six additional months.”

CERO THERAPEUTICS HOLDINGS, INC. shareholders approved Proposal 2 — The Trust Amendment Proposal — a proposal to amend the Trust Agreement to extend the business combination period up to six times for one month each time from July 8, 2023 to August 8, 2023, September 8, 2023, October 8, 2023, November 8, 2023, December 8, 2023 or January 8, 2024. at the 2023-07-07 meeting.

“Proposal 2 — The Trust Amendment Proposal — a proposal to amend the Trust Agreement to extend the business combination period up to six times for one month each time from July 8, 2023 to August 8, 2023, September 8, 2023, October 8, 2023, November 8, 2023, December 8, 2023 or January 8, 2024. For Against Abstain 5,941,355 216,213 0”

CERO THERAPEUTICS HOLDINGS, INC. shareholders approved 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 six times for one month each time from July 8, 2023 to August 8, 2023, September 8, 2 at the 2023-07-07 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 six times for one month each time from July 8, 2023 to August 8, 2023, September 8, 2023, October 8, 2023, November 8, 2023, December 8, 2023 or January 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 5,941,375 216,173 0”

CERO THERAPEUTICS HOLDINGS, INC. amended Trust Agreement Amendment with Continental Stock Transfer and Trust Company (effective 2023-07-07).

“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. entered into Business Combination Agreement with Phoenix Biotech Acquisition Corp., PBCE Merger Sub, Inc., and CERo Therapeutics, Inc. (effective 2023-06-04).

“On June 4, 2023, Phoenix Biotech Acquisition Corp., a Delaware corporation (the “ Company ”), entered into a business combination agreement and plan of reorganization (the “ Business Combination Agreement ”), by and among the Company, PBCE Merger Sub, Inc., a Delaware corporation (“ Merger Sub ”), and CERo Therapeutics, Inc., a Delaware corporation (“ CERo ”).”

CERO THERAPEUTICS HOLDINGS, INC. received a nasdaq deficiency notice notice regarding market value (rules 5450(b)(2)(A)).

“April 3, 2023, Phoenix Biotech Acquisition Corp., a Delaware corporation (the “ Company ”), received a letter (the “ Letter ”) from the staff at The Nasdaq Global Market (“ Nasdaq ”) notifying the Company that, for the 30 consecutive trading days prior to the date of the Letter, the Company’s common stock had traded at a value below the minimum $50,000,000 “Market Value of Listed Securities” (“ MVLS ”) requirement set forth in Nasdaq Listing Rule 5450(b)(2)(A), which is required for continued listing of the Company’s common stock on Nasdaq. The Letter is only a notification of deficiency, not”

CERO THERAPEUTICS HOLDINGS, INC.: Amended charter to extend business combination period from January 8, 2023 to April 8, 2023 and allow board to further extend up to three additional one-month periods (effective 2022-12-20).

“On December 16, 2022, the Company’s stockholders approved an amendment (the “ Charter Amendment ”) to the Company’s amended and restated certificate of incorporation (the “ Charter ”) to extend the business combination period for an additional three months, from January 8, 2023 to April 8, 2023, and provide its board of directors the ability to further extend the date by which the Company has to consummate a business combination up to three additional times for one month each time, for a maximum of six additional months. On December 20, 2022, the Company filed the Charter Amendment with the Secretary of State of the State of Delaware.”

CERO THERAPEUTICS HOLDINGS, INC. terminated Intrinsic Support Agreements with certain Intrinsic stockholders (effective 2022-12-06).

“The support agreements, dated as of October 30, 2022 (the “ Intrinsic Support Agreements ”), by and among the Company, Intrinsic and certain Intrinsic stockholders, automatically terminated in accordance with their terms upon the termination of the Business Combination Agreement.”

CERO THERAPEUTICS HOLDINGS, INC. terminated Sponsor Support Agreement with Phoenix Biotech Sponsor, LLC (effective 2022-12-06).

“The Sponsor Support Agreement, dated as of October 30, 2022 (the “ Sponsor Support Agreement ”), by and among the Company, Intrinsic, Phoenix Biotech Sponsor, LLC, a Delaware limited liability company, and each of the Company’s officers and directors, automatically terminated in accordance with its terms upon the termination of the Business Combination Agreement.”

CERO THERAPEUTICS HOLDINGS, INC. terminated Business Combination Agreement with Intrinsic Medicine, Inc. (effective 2022-12-06).

“On December 6, 2022 (the “ Termination Date ”), the Company and Intrinsic entered into a Termination Agreement (the “ Termination Agreement ”), a copy of which is filed as Exhibit 2.1 hereto, which among other things provides for the mutual termination of the Business Combination Agreement”

CERO THERAPEUTICS HOLDINGS, INC. entered into Business Combination Agreement with OM Merger Sub, Inc., Intrinsic Medicine, Inc. (effective 2022-10-30).

“On October 30, 2022, Phoenix Biotech Acquisition Corp., a Delaware corporation (the “ Company ”), entered into a business combination agreement (the “ Business Combination Agreement ”) by and among the Company, OM Merger Sub, Inc., a Delaware corporation (“ Merger Sub ”), and Intrinsic Medicine, Inc., a Delaware corporation (“ Intrinsic ”).”