Cero Therapeutics Files 8-K: Agreements, Equity Sales, Officer Changes

TL;DR

Cero Therapeutics filed an 8-K detailing new agreements, equity sales, and leadership changes.

AI Summary

On September 22, 2024, Cero Therapeutics Holdings, Inc. entered into a Material Definitive Agreement. The company also reported on unregistered sales of equity securities and changes in its board and officer composition, including compensatory arrangements. This filing also includes other events and financial statements and exhibits.

Why It Matters

This 8-K filing indicates significant corporate activity for Cero Therapeutics, including new agreements and potential equity dilution, which could impact investors.

Risk Assessment

Risk Level: medium — The filing mentions unregistered sales of equity securities, which can sometimes signal dilution or less favorable terms for existing shareholders.

Key Players & Entities

• Cero Therapeutics Holdings, Inc. (company) — Filer of the 8-K report
• September 22, 2024 (date) — Earliest event reported date

FAQ

Key Financial Figures

• $0.0001 — ch registered Common stock, par value $0.0001 per share CERO NASDAQ Global Marke
• $1.2 million — ggregate cash proceeds of approximately $1.2 million. The closing of the Private Placement w
• $1,000 — C Preferred Stock has a stated value of $1,000 per share and, when issued, the Series
• $0 — ein) at the fixed "Conversion Price" of $0.224, which is subject to proportional a
• $0.0196 — the greater of: the floor price of $0.0196 (the " Floor Price "); and 80% of the
• $0.098 — for cash at an exercise price equal to $0.098. The exercise price is subject to adjus

Filing Documents

• ea0215346-8k_cerothera.htm (8-K) — 77KB
• ea021534601ex3-1_cerothera.htm (EX-3.1) — 293KB
• ea021534601ex4-1_cerothera.htm (EX-4.1) — 181KB
• ea021534601ex10-1_cerothera.htm (EX-10.1) — 304KB
• ea021534601ex10-2_cerothera.htm (EX-10.2) — 178KB
• ea021534601ex10-3_cerothera.htm (EX-10.3) — 26KB
• ea021534601ex99-1_cerothera.htm (EX-99.1) — 11KB
• 0001213900-24-081792.txt ( ) — 1558KB
• cero-20240922.xsd (EX-101.SCH) — 4KB
• cero-20240922_def.xml (EX-101.DEF) — 26KB
• cero-20240922_lab.xml (EX-101.LAB) — 36KB
• cero-20240922_pre.xml (EX-101.PRE) — 25KB
• ea0215346-8k_cerothera_htm.xml (XML) — 6KB

01 Entry into a Material Definitive

Item 1.01 Entry into a Material Definitive Agreement. Private Placement Securities Purchase Agreement On September 25, 2024, CERo Therapeutics Holdings, Inc., a Delaware corporation (the " Company "), entered into a Securities Purchase Agreement (the " Securities Purchase Agreement ") with certain accredited investors named therein (the " PIPE Investors "). Pursuant to the Securities Purchase Agreement, the Company issued and sold, and the PIPE Investors purchased, in a private placement (the " Private Placement "): (i) 2,853 shares of the Company's Series C convertible preferred stock, par value $0.0001 per share (the " Series C Preferred Stock "), and (ii) warrants (the " Warrants ") to purchase 8,175,166 shares of the Company's common stock, par value $0.0001 per share (the " Common Stock "), for aggregate cash proceeds of approximately $1.2 million. The closing of the Private Placement will occur upon satisfaction of customary closing conditions. The date of such closing is referred to as the " Closing Date ." Series C Preferred Stock On the Closing Date, the Company will designate 2,853 shares of the Company's authorized and unissued preferred stock as Series C Preferred Stock and establish the rights, preferences and privileges of the Series C Preferred Stock pursuant to the Certificate of Designations of Rights and Preferences of the Series C Preferred Stock (the " Certificate of Designations "), to be filed with the Secretary of State of the State of Delaware, as summarized below: General . Each share of Series C Preferred Stock has a stated value of $1,000 per share and, when issued, the Series C Preferred Stock will be fully paid and non-assessable. Ranking . The Series C Preferred Stock, with respect to the payment of dividends, distributions and payments upon the liquidation, dissolution and winding up of the Company, ranks senior to all capital stock of the Company (including the Series A convertible preferred stock and the Series B convertib

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities. The information provided in Item 1.01 with respect to the issuance of the shares of Series C Preferred Stock and Warrants pursuant to the Securities Purchase Agreement is incorporated herein by reference. All such securities will not be registered under the Securities Act in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act and/or Rule 506 of Regulation D promulgated thereunder, or under any state securities laws. The Company relied on this exemption from registration in entering into the Securities Purchase Agreement and the Company will rely upon this exemption from registration in issuing such securities based in part on representations made by the PIPE Investors. The securities may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. Neither this Current Report on Form 8-K, nor the exhibits attached hereto, is an offer to sell or the solicitation of an offer to buy the securities described herein.

02 Departure

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On September 22, 2024, the Company's Chairman and Chief Executive Officer, Brian G. Atwood, informed the Board of his resignation as Chief Executive Officer, effective at a date to be determined, which shall be no later than September 30, 2024. Mr. Atwood will continue to serve as a member of the Board. Chris Ehrlich, the Vice Chairman of the Board, agreed to serve as Interim Chairman and Chief Executive Officer while the Board searches for a permanent replacement. Mr. Ehrlich has served as Vice Chairman of the Company's board of directors since February 2024, and previously served as the Chief Executive Officer of PBAX from October 2021 until the closing of the Business Combination in February 2024. From January 2021 to August 2021, he served as the Chief Executive Officer of Locust Walk Acquisition Corp (Nasdaq: LWAC) until it merged with eFFECTOR Therapeutics, Inc., where he previously served on the board of directors. He is also the Principal of Ehrlich Bioventures, LLC, a consultancy working with emerging biopharma companies. He previously served as Senior Managing Director and the Global Head of Strategic Transactions at Locust Walk Partners from 2013 to 2021. He brings significant biotechnology industry, business development, venture capital experience, investment banking and SPAC experience. Mr. Ehrlich has a B.A. in Government from Dartmouth College and an M.B.A. from the Kellogg Graduate School of Management at Northwestern University, where he is a frequent lecturer. 5 The terms of Mr. Ehrlich's compensation for service as Interim Chairman and Chief Executive Officer have not yet been determined, but are expected to be determined prior to the effective date of Mr. Atwood's resignation. Such terms will be disclosed on a Current Report on Form 8-K after they have been determined. There are no arr

01. Other Events

Item 8.01. Other Events. On September 25, 2024, the Company issued a press release announcing the Private Placement and providing an update on the status of the Company's discussions with the Food and Drug Administration and other corporate developments. A copy of the press release is filed as Exhibit 99.1 hereto and incorporated by reference herein.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits The following exhibits are being filed herewith: Exhibit No. Document 3.1 Form of Certificate of Designation of Preferences, Rights and Limitations of the Series C Convertible Preferred Stock. 4.1 Form of Warrant. 10.1* Securities Purchase Agreement, dated as of September 25, 2024, by and between CERo Therapeutics Holdings, Inc. and the investors named therein. 10.2* Form of Registration Rights Agreement by and between CERo Therapeutics Holdings, Inc. and the investors named therein. 10.3 Form of Consent and Waiver Agreement 99.1 Press Release of CERo Therapeutics Holdings, Inc., dated September 25, 2024 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). * Schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. A copy of any omitted schedule and/or exhibit will be furnished to the SEC upon request. Certain portions of this document that constitute confidential information have been redacted pursuant to Item 601(b)(10) of Regulation S-K.

Forward-Looking Statements

Forward-Looking Statements This Current Report on Form 8-K contains statements that are forward-looking and as such are not historical facts. This includes, without limitation, statements regarding the expected cash proceeds of the Private Placement and the timing of the closing of the Private Placement. These statements constitute projections, forecasts and forward-looking statements, and are not guarantees of performance. Such statements can be identified by the fact that they do not relate strictly to historical or current facts. When used in this communication, words such as "anticipate," "believe," "continue," "could," "estimate," "expect," "intend," "may," "might," "plan," "possible," "potential," "predict," "project," "should," "strive," "would" and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. When CERo discusses its strategies or plans, it is making projections, forecasts or forward-looking statements. Such statements are based on the beliefs of, as well as assumptions made by and information currently available to, CERo's management. Actual results could differ from those implied by the forward-looking statements in this Current Report on Form 8-K. Certain risks that could cause actual results to differ are set forth in CERo's filings with the Securities and Exchange Commission, including its Annual Report on Form 10-K, filed on April 2, 2024, and the documents incorporated by reference therein. The risks described in CERo's filings with the Securities and Exchange Commission are not exhaustive. New risk factors emerge from time to time, and it is not possible to predict all such risk factors, nor can CERo assess the impact of all such risk factors on its business, or the extent to which any factor or combination of factors may cause actual results to differ materially from those contained in any forward-looking statements. Forward-looking statements are

View Full Filing

View this 8-K filing on SEC EDGAR