Cero Therapeutics Files 10-Q/A Amendment

TL;DR

Cero Therapeutics filed a 10-Q/A for Q3 2024. Check financials.

AI Summary

Cero Therapeutics Holdings, Inc. filed an amendment (10-Q/A) to its quarterly report for the period ending September 30, 2024. The company, formerly known as Phoenix Biotech Acquisition Corp., is incorporated in Delaware and operates in the biological products sector. Its business address is 201 Haskins Way, Suite 230, South San Francisco, CA 94080.

Why It Matters

This filing provides updated financial and operational information for Cero Therapeutics for the third quarter of 2024, which is crucial for investors to assess the company's performance and outlook.

Risk Assessment

Risk Level: medium — As a biotech company filing a quarterly report amendment, there could be undisclosed material changes or corrections that impact its valuation.

Key Numbers

• 001-40877 — SEC File Number (Identifies the company's filings with the SEC)
• 87-1088814 — IRS Number (Company's Employer Identification Number)

Key Players & Entities

• CERO THERAPEUTICS HOLDINGS, INC. (company) — Registrant
• PHOENIX BIOTECH ACQUISITION CORP. (company) — Former company name
• 201 HASKINS WAY, SUITE 230, SOUTH SAN FRANCISCO, CA 94080 (location) — Business and mailing address
• September 30, 2024 (date) — Quarterly period end date
• 20241120 (date) — Filing date

FAQ

Key Financial Figures

• $0.0001 — ich registered Common Stock, par value $0.0001 per share CERO NASDAQ Global Market Wa

Filing Documents

• ea0221925-10qa1_cero.htm (10-Q/A) — 1027KB
• ea022192501ex31-1_cero.htm (EX-31.1) — 11KB
• ea022192501ex31-2_cero.htm (EX-31.2) — 10KB
• ea022192501ex32-1_cero.htm (EX-32.1) — 4KB
• ea022192501ex32-2_cero.htm (EX-32.2) — 5KB
• 0001213900-24-100303.txt ( ) — 6051KB
• cero-20240930.xsd (EX-101.SCH) — 60KB
• cero-20240930_cal.xml (EX-101.CAL) — 36KB
• cero-20240930_def.xml (EX-101.DEF) — 305KB
• cero-20240930_lab.xml (EX-101.LAB) — 525KB
• cero-20240930_pre.xml (EX-101.PRE) — 305KB
• ea0221925-10qa1_cero_htm.xml (XML) — 742KB

SIGNATURES

SIGNATURES 43 i CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS This Quarterly Report on Form 10-Q (this "Quarterly Report") contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the "Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). All statements other than statements of historical facts contained in this Quarterly Report, including statements regarding our future results of operations and financial position, business strategy, drug candidates, planned preclinical studies and clinical trials, results of preclinical studies, clinical trials, research and development ("R&D") costs, regulatory approvals, timing and likelihood of success, as well as plans and objectives of management for future operations, are forward-looking statements. These statements involve known and unknown risks, uncertainties and other important factors that are in some cases beyond our control and may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. In some cases, you can identify

forward-looking statements by terms such as "may," "will," "should," "would," "expect,"

forward-looking statements by terms such as "may," "will," "should," "would," "expect," "plan," "anticipate," "could," "intend," "target," "project," "believe," "estimate," "predict," "potential," or "continue" or the negative of these terms or other similar expressions. Forward-looking statements contained in this Quarterly Report include, but are not limited to, statements about: our financial performance; our ability to obtain additional cash and the sufficiency of our existing cash, cash equivalents and marketable securities to fund our future operating expenses and capital expenditure requirements, including the development and, if approved, commercialization of our product candidates; our ability to realize the benefits expected from the business combination (the "Merger") pursuant to the Business Combination Agreement, dated as of June 4, 2023, as amended from time to time (as amended, the "Business Combination Agreement"), by and among CERo Therapeutics, Inc. ("Predecessor"), Phoenix Biotech Acquisition Corp. ("PBAX") and PBCE Merger Sub, Inc. ("Merger Sub"); successfully defend litigation that may be instituted against us in connection with the Merger; the accuracy of our estimates regarding expenses, future revenue, capital requirements, and needs for additional financing; the scope, progress, results and costs of developing CER-1236 or any other product candidates we may develop, and conducting preclinical studies and clinical trials; the timing and costs involved in obtaining and maintaining regulatory approval of CER-1236 or any other product candidates we may develop, and the timing or likelihood of regulatory filings and approvals, including our expectation to seek special designations or accelerated approvals for our drug candidates for various indications; current and future agreements with third parties in connection with the development and commercialization of CER-1236 or any other future product candidate; our ability to advanc

Financial Statements

Item 1. Financial Statements CERO THERAPEUTICS HOLDINGS, INC. CONDENSED CONSOLIDATED BALANCE SHEETS September 30, 2024 (Successor) December 31, 2023 (Predecessor) (unaudited) ASSETS Cash, restricted cash, and cash equivalents $ 3,380,204 $ 1,601,255 Prepaid expenses and other current assets 334,279 368,780 Total current assets 3,714,483 1,970,035 Deferred offering costs 500,000 - Operating lease right-of-use assets 1,652,614 2,189,565 Property and equipment, net 624,900 966,702 Total assets $ 6,491,997 $ 5,126,302 LIABILITIES, CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS' DEFICIT Accounts payable $ 6,667,073 $ 1,671,745 Accrued liabilities 1,692,527 144,633 Common stock subscription deposit - 1,875 Operating lease liability 931,023 769,092 Short-term notes payable, net 102,274 599,692 Earnout liability 30,000 - Common stock warrant liability - 320,117 Total current liabilities 9,422,897 3,507,154 Operating lease liability, net of current portion 771,525 1,575,499 Total liabilities 10,194,422 5,082,653 Commitments and contingencies Convertible preferred stock, $ 0.0001 par value per share, issuable in series: Series Seed: 5,155,703 shares authorized, issued and outstanding at December 31, 2023; aggregate liquidation preference of $ 4,154,981 at December 31, 2023 - 4,077,560 Series A: 24,614,402 shares authorized, 22,764,764 shares issued and outstanding at December 31, 2023; aggregate liquidation preference of $ 39,999,967 at December 31, 2023 - 38,023,784 Total convertible preferred stock - 42,101,344 Stockholders' deficit Series C Convertible Preferred stock, $ 0.0001 par value; 2,853 shares authorized, issued and outstanding at September 30, 2024 1,249,999 - Series A Convertible Preferred stock, $ 0.0001 par value; 12,580 shares authorized; 3,075 issued and outstanding at September 30, 2024 1,972,727 - Series B Convertible Preferred stock, $ 0.0001 par value;

financial statements

financial statements. 1 CERO THERAPEUTICS HOLDINGS, INC. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) For the three months ended September 30, For the period from February 14, 2024 through September 30, For the period from January 1, 2024 through February 13, For the nine months ended September 30, 2024 2023 2024 2024 2023 (Successor) (Predecessor) (Successor) (Predecessor) (Predecessor) Operating expenses: Research and development $ 1,774,210 $ 1,277,558 $ 5,392,569 $ 764,192 $ 4,270,472 General and administrative 2,628,028 258,013 7,812,843 132,941 2,283,404 Total operating expenses 4,402,238 1,535,571 13,205,412 897,133 6,553,876 Loss from operations ( 4,402,238 ) ( 1,535,571 ) ( 13,205,412 ) ( 897,133 ) ( 6,553,876 ) Other income - - 589,223 - - Other expense ( 147 ) - ( 630,922 ) - - Change in fair value of derivative liabilities 170,000 186,067 4,870,000 320,117 411,230 Interest income, net 4,418 157 ( 26,993 ) 4,805 118,251 Total other income 174,271 186,224 4,801,308 324,922 529,481 Net loss $ ( 4,227,967 ) $ ( 1,349,347 ) $ ( 8,404,104 ) $ ( 572,211 ) $ ( 6,024,395 ) Net loss per share: Basic and diluted $ ( 0.09 ) $ ( 0.15 ) $ ( 0.28 ) $ ( 0.06 ) $ ( 0.67 ) Weighted average common shares outstanding: Basic and diluted 49,675,773 9,068,899 30,000,286 9,068,899 9,058,608 See accompanying notes to the condensed consolidated

financial statements

financial statements. 2 CERO THERAPEUTICS HOLDINGS, INC. CONDENSED CONSOLIDATED STATEMENTS OF CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS' DEFICIT (Unaudited) Convertible Preferred Stock Additional Total Series Seed Series A Common Stock Paid-in Accumulated Stockholders' Shares Amount Shares Amount Shares Amount Capital Deficit Deficit Balance at December 31, 2022 (Predecessor) 5,155,703 $ 4,077,560 22,764,764 $ 38,023,784 9,044,733 $ 904 $ 928,560 $ ( 35,800,244 ) $ ( 34,870,780 ) Issuance of common stock from exercise of stock options - - - - 16,666 2 5,165 - 5,167 Stock based compensation expense - - - - - - 28,144 - 28,144 Net loss - - - - - - - ( 2,438,330 ) ( 2,438,330 ) Balance at March 31, 2023 (Predecessor) 5,155,703 $ 4,077,560 22,764,764 $ 38,023,784 9,061,399 $ 906 $ 961,869 $ ( 38,238,574 ) $ ( 37,275,799 ) Issuance of common stock from exercise of stock options - - - - 7,500 1 599 - 600 Stock based compensation expense - - - - - - 27,277 - 27,277 Net loss - - - - - - - ( 2,236,718 ) ( 2,236,718 ) Balance at June 30, 2023 (Predecessor) 5,155,703 $ 4,077,560 22,764,764 $ 38,023,784 9,068,899 $ 907 $ 989,745 $ ( 40,475,292 ) $ ( 39,484,640 ) Stock based compensation expense - - - - - - 23,498 - 23,498 Net loss - - - - - - - ( 1,349,347 ) ( 1,349,347 ) Balance at September 30, 2023 (Predecessor) 5,155,703 $ 4,077,560 22,764,764 $ 38,023,784 9,068,899 $ 907 $ 1,013,243 $ ( 41,824,639 ) $ ( 40,810,489 ) Convertible Preferred Stock Additional Total Series Seed Series A Common Stock Paid-in Accumulated Stockholders' Shares Amount Shares Amount Shares Amount Capital Deficit Deficit Balance at December 31, 2023 (Predecessor) 5,155,703 $ 4,077,560 22,764,764 $ 38,023,784 9,068,899 $ 907 $ 1,031,219 $ ( 43,089,821 ) $ ( 42,057,695 ) Stock based compensation expense -

financial statements

financial statements. 5 CERO THERAPEUTICS HOLDINGS, INC. Notes to Condensed CONSOLIDATED Financial Statements NOTE 1 – NATURE OF OPERATIONS AND BASIS OF PRESENTATION Nature of Operations – CERo Therapeutics Holdings, Inc. F/K/A Phoenix Biotech Acquisition Corp. (NASDAQ: PBAX, "PBAX") was incorporated in Delaware on June 8, 2021. PBAX was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, or similar business combination with one or more businesses (a "business combination"). Business Combination Agreement - On June 6, 2023, CERo Therapeutics, Inc. ("Predecessor"), which was incorporated in Delaware on September 23, 2016, and based in South San Francisco, California, entered into a Business Combination Agreement and Plan of Reorganization (the "BCA") with PBCE Merger Sub, Inc., a wholly-owned subsidiary of PBAX, and PBAX, with the surviving operating entity being named CERo Therapeutics Holdings, Inc. ("Successor" or the "Company"), and such transaction, the "Merger". The Company is focused on genetically engineering human immune cells to fight cancer. The Predecessor focused on developing the CERo therapeutic platform and had not yet begun clinical development or product commercialization. The Company's efforts will focus on continued product development, including clinical development, to support regulatory approval to commercialize and subsequent product commercialization. The BCA was amended on February 5, 2024 and again on February 13, 2024. The Merger closed on February 14, 2024 (the "Closing"), at which time the following occurred: 1. The outstanding shares of Predecessor's Preferred Stock were converted into 4,415,495 shares of Common Stock, par value $ 0.0001 per share (the "Common Stock"), valued at $ 21,635,926 . 2. The outstanding shares of Predecessor's common stock were converted into 584,505 shares of Common Stock, valued at $ 2,864,074 . 3. Each holder of Predecessor's

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View this 10-Q/A filing on SEC EDGAR