Cero Therapeutics Holdings Files 8-K

TL;DR

Cero Therapeutics filed an 8-K on Jan 6, 2025, with corporate updates.

AI Summary

Cero Therapeutics Holdings, Inc. filed an 8-K on January 6, 2025, reporting amendments to its articles of incorporation or bylaws, other events, and financial statements/exhibits. The company, formerly known as Phoenix Biotech Acquisition Corp. until June 30, 2021, is incorporated in Delaware and operates in the biological products sector.

Why It Matters

This filing indicates updates to Cero Therapeutics' corporate structure and potentially new financial information, which are important for investors to monitor the company's ongoing operations and compliance.

Risk Assessment

Risk Level: low — This is a routine filing for corporate updates and does not appear to contain significant new risks.

Key Players & Entities

• CERO THERAPEUTICS HOLDINGS, INC. (company) — Registrant
• Phoenix Biotech Acquisition Corp. (company) — Former company name
• January 6, 2025 (date) — Date of earliest event reported
• Delaware (jurisdiction) — State of incorporation

FAQ

Key Financial Figures

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

Filing Documents

• ea0226772-8k_cerotherap.htm (8-K) — 38KB
• ea022677201ex3-1_cero.htm (EX-3.1) — 10KB
• ea022677201ex99-1_cero.htm (EX-99.1) — 13KB
• 0001213900-25-001156.txt ( ) — 289KB
• cero-20250106.xsd (EX-101.SCH) — 4KB
• cero-20250106_def.xml (EX-101.DEF) — 26KB
• cero-20250106_lab.xml (EX-101.LAB) — 36KB
• cero-20250106_pre.xml (EX-101.PRE) — 25KB
• ea0226772-8k_cerotherap_htm.xml (XML) — 6KB

03. Amendments to Articles of Incorporation or Bylaws; Change

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. On January 6, 2025, CERo Therapeutics Holdings, Inc. (the "Company") filed an amendment (the "Certificate of Amendment") to its Second Amended and Restated Certificate of Incorporation, as amended and/or restated from time to time, to effectuate a reverse stock split of the Company's issued and outstanding shares of common stock, par value $0.0001 per share (the "Common Stock"). As previously disclosed, at its Autumn 2024 Special Meeting of Stockholders held on November 11, 2024 (the "Special Meeting"), and upon the recommendation of the Company's Board of Directors (the "Board"), the Company's stockholders approved a certificate of amendment to effect a reverse stock split of the Common Stock at a ratio ranging from any whole number between 1-for-25 and 1-for-150, as determined by the Board in its discretion, subject to the Board's authority to abandon such amendment (the "Charter Amendment"). The Charter Amendment was described in detail under "Proposal No. 1: Reverse Stock Split Proposal" beginning on page 10 of the Company's definitive proxy statement filed with the Securities and Exchange Commission on October 15, 2024 (the "Proxy Statement") in connection with the Annual Meeting. The text of the Charter Amendment was included in Appendix A of the Proxy Statement. On December 25, 2024, the Board approved a reverse stock split of the Common Stock at a ratio of 1-for-100. Effective as of 12:01 a.m. Eastern Time on January 8, 2025, the Company filed the Charter Amendment and effected a 1-for-100 reverse stock split of its shares of Common Stock (the "Reverse Stock Split"). As a result of the Reverse Stock Split, every 100 shares of the Company's Common Stock issued or outstanding were automatically reclassified into one validly issued, fully-paid and non-assessable new share of Common Stock, subject to the treatment of fractional shares as described below, without any action

01 Other Events

Item 8.01 Other Events. On January 6, 2025, the Company issued a press release announcing the Reverse Stock Split and other related information. A copy of the press release is furnished herewith as Exhibit 99.1 to this Current Report on Form 8-K. 1 Cautionary Note Regarding Forward Looking Statements This communication contains Company's expectations about the effects of the Reverse Stock Split, including the trading of the Company's common stock on The Nasdaq Global Market following the Reverse Stock Split. 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 the Company discusses its strategies or plans, it is making projections, forecasts or forward-looking management. Actual results could differ from those implied by the forward-looking statements in this communication. Certain risks that could cause actual results to differ include, among others: outcomes of the Company's planned clinical trials and studies may not be favorable; that one or more of the Company's product candidate programs will not proceed as planned for technical, scientific or commercial reasons; availability and timing of results from preclinical studies and clinica

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: January 6, 2025 CERO THERAPEUTICS HOLDINGS, INC. By: /s/ Chris Ehrlich Name: Chris Ehrlich Title: Chief Executive Officer 3

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View this 8-K filing on SEC EDGAR