Cero Therapeutics Files 8-K on Equity Sales
Ticker: CEROW · Form: 8-K · Filed: Dec 31, 2024 · CIK: 1870404
Sentiment: neutral
Topics: equity-sale, filing
Related Tickers: CERO
TL;DR
CERO filed an 8-K for unregistered equity sales - watch for dilution.
AI Summary
Cero Therapeutics Holdings, Inc. reported on December 23, 2024, regarding unregistered sales of equity securities and other events. The company, formerly known as Phoenix Biotech Acquisition Corp., is incorporated in Delaware and operates in the biological products sector.
Why It Matters
This filing indicates potential dilution or changes in the company's capital structure due to unregistered equity sales, which could impact existing shareholders.
Risk Assessment
Risk Level: medium — Unregistered sales of equity securities can signal financial distress or a need for capital, potentially leading to dilution for existing shareholders.
Key Players & Entities
- CERO THERAPEUTICS HOLDINGS, INC. (company) — Registrant
- Phoenix Biotech Acquisition Corp. (company) — Former company name
- December 23, 2024 (date) — Date of earliest event reported
FAQ
What type of equity securities were sold unregistered?
The filing does not specify the exact type of equity securities sold unregistered, only that such sales occurred.
What is the reason for the unregistered sales of equity securities?
The filing does not provide a specific reason for the unregistered sales of equity securities.
When was Cero Therapeutics Holdings, Inc. formerly known as Phoenix Biotech Acquisition Corp.?
The company's name change from Phoenix Biotech Acquisition Corp. to Cero Therapeutics Holdings, Inc. occurred on June 30, 2021.
What is Cero Therapeutics Holdings, Inc.'s Standard Industrial Classification (SIC) code?
Cero Therapeutics Holdings, Inc. has a SIC code of 2836, which corresponds to Biological Products (No Diagnostic Substances).
What is the fiscal year end for Cero Therapeutics Holdings, Inc.?
The fiscal year end for Cero Therapeutics Holdings, Inc. is December 31.
Filing Stats: 883 words · 4 min read · ~3 pages · Grade level 14.2 · Accepted 2024-12-31 16:31:26
Key Financial Figures
- $0.0001 — ch registered Common Stock, par value $0.0001 per share CERO NASDAQ Global Market
- $962,000 — Stock with an aggregate stated value of $962,000, at an exercise price of $800 per share
- $800 — ue of $962,000, at an exercise price of $800 per share (the "Warrant Exercises"), re
- $769,600 — f. The Company received an aggregate of $769,600 of cash proceeds from the Warrant Exerc
- $0.0561 — Common Stock, with an exercise price of $0.0561 per share, which was the closing price
- $700 thousand — Line for cash proceeds of approximately $700 thousand. 1 SIGNATURES Pursuant to the requi
Filing Documents
- ea0226496-8k_cerotherap.htm (8-K) — 32KB
- 0001213900-24-114021.txt ( ) — 247KB
- cero-20241223.xsd (EX-101.SCH) — 4KB
- cero-20241223_lab.xml (EX-101.LAB) — 36KB
- cero-20241223_pre.xml (EX-101.PRE) — 25KB
- cero-20241223_def.xml (EX-101.DEF) — 26KB
- ea0226496-8k_cerotherap_htm.xml (XML) — 6KB
02 Unregistered Sales of Equity Securities
Item 3.02 Unregistered Sales of Equity Securities The information set forth under the section of Item 8.01 below titled "Warrant Issuances" is incorporated by reference herein.
01 Other Events
Item 8.01 Other Events. Registration Statements On December 5, 2024, each of the Company's registration statement (the "PIPE Registration Statement") on Form S-1 (File No. 333-282755) relating to the resale of shares of the Company's common stock, par value $0.0001 per share ("Common Stock"), issuable upon, among other things, conversion of shares of the Company's outstanding Series A Preferred Stock, par value $0.0001 per share ("Series A Preferred Stock"), and Series B Preferred Stock, par value $0.0001 per share ("Series B Preferred Stock"), including shares of Series A Preferred Stock issuable upon exercise of warrants to purchase shares of Series A Preferred Stock ("Preferred Warrants") and the Company's registration statement on Form S-1 (File No. 333-283492) relating to the resale of shares that the Company may require an investor to purchase pursuant to a committed equity financing facility (the "Equity Line") were declared effective by the Securities and Exchange Commission. Warrant Exercises From December 6, 2024 through December 23, 2024, holders of Preferred Warrants exercised an aggregate of 962 Preferred Warrants for shares of Series A Preferred Stock with an aggregate stated value of $962,000, at an exercise price of $800 per share (the "Warrant Exercises"), reflecting the 20% original issue discount applicable to the issuance of shares of Series A Preferred Stock relative to the stated value thereof. The Company received an aggregate of $769,600 of cash proceeds from the Warrant Exercises. As the PIPE Registration Statement cured a triggering event under the terms of the Series A Preferred Stock pursuant to which the holders thereof have the right to convert their shares of Series A Preferred Stock through the alternate conversion procedures set forth in such terms until 20 trading days after such cure, the Series A Preferred Stock is convertible at a conversion rate equal to 125% of the stated value thereof divided by the alternate conversion
SIGNATURES
SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Date: December 31, 2024 CERO THERAPEUTICS HOLDINGS, INC. By: /s/ Chris Ehrlich Name: Chris Ehrlich Title: Chief Executive Officer 2