Cero Therapeutics Enters Material Definitive Agreement

TL;DR

Cero Therapeutics just signed a big deal, filing an 8-K today.

AI Summary

On February 5, 2025, Cero Therapeutics Holdings, Inc. entered into a material definitive agreement. 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 a significant new development for Cero Therapeutics, potentially impacting its business operations and future financial performance.

Risk Assessment

Risk Level: medium — Entering into a material definitive agreement can introduce new risks and opportunities, the specifics of which are not detailed in this initial filing.

Key Players & Entities

• CERO THERAPEUTICS HOLDINGS, INC. (company) — Registrant
• Phoenix Biotech Acquisition Corp. (company) — Former company name
• February 5, 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
• $1.96 — at a combined public offering price of $1.96 per share and Warrant. In connection wi
• $85,000 — t-of-pocket expenses in an amount up to $85,000, non-accountable expenses of up to $25,
• $25,000 — ,000, non-accountable expenses of up to $25,000 and has agreed to reimburse Jones for a
• $15,000 — ket expenses in an amount not to exceed $15,000. The Company's directors and executiv
• $5 m — receive gross proceeds of approximately $5 million, before deducting the estimated o

Filing Documents

• ea0230158-8k_cerotherap.htm (8-K) — 47KB
• ea023015801ex1-1_cerotherap.htm (EX-1.1) — 93KB
• ea023015801ex4-1_cerotherap.htm (EX-4.1) — 105KB
• ea023015801ex10-1_cerotherap.htm (EX-10.1) — 216KB
• ea023015801ex99-1_cerotherap.htm (EX-99.1) — 11KB
• 0001213900-25-010731.txt ( ) — 806KB
• cero-20250205.xsd (EX-101.SCH) — 4KB
• cero-20250205_def.xml (EX-101.DEF) — 26KB
• cero-20250205_lab.xml (EX-101.LAB) — 36KB
• cero-20250205_pre.xml (EX-101.PRE) — 25KB
• ea0230158-8k_cerotherap_htm.xml (XML) — 6KB

From the Filing

UNITED SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 5, 2025 CERO THERAPEUTICS HOLDINGS, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40877 87-1088814 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I.R.S. Employer Identification No.) 201 Haskins Way , Suite 230 , South San Francisco , CA 94080 (Address of Principal Executive Offices) (Zip Code) ( 650 ) 407-2376 (Registrant's telephone number, including area code) Not Applicable (Former name or former address, if changed since last report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol(s) Name of each exchange on which registered Common Stock, par value $0.0001 per share CERO NASDAQ Global Market Warrants, each whole warrant exercisable for one share of common stock CEROW NASDAQ Capital Market Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (240.12b-2 of this chapter). Emerging growth company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. Item 1.01 Entry into a Material Definitive Agreement. On February 5, 2025, CERo Therapeutics Holdings, Inc. (the "Company") announced the pricing of a reasonable best efforts public offering (the "Offering"), with participation from a member of the Company's board of directors and a single institutional investor, for the purchase and sale of (i) 2,551,020 shares of its common stock, par value $0.0001 per share (the "Common Stock") or common stock equivalents in lieu thereof; and (ii) common warrants to purchase up to 2,551,020 shares of common stock (the "Warrants"), at a combined public offering price of $1.96 per share and Warrant. In connection with the Offering, on February 5, 2025, the Company entered into a securities purchase agreement (the "Purchase Agreement") with the investors. The Purchase Agreement contains customary representations, warranties and agreements of the Company and each investor and customary indemnification rights and obligations of the parties. The Warrants have an exercise price of $1.96 per share, will be immediately exercisable upon stockholder approval and will have a term of exercise equal to five years following date of the initial exercise date. The exercise price and number of shares of Common Stock issuable upon exercise is subject to appropriate adjustment in the event of stock dividends, stock splits, reorganizations or similar events affecting the Common Stock and the exercise price. In connection with the Offering, on February 5, 2025, the Company entered into a placement agency agreement (the "Placement Agency Agreement") with A.G.P./Alliance Global Partners ("A.G.P."), as the exclusive placement agent in connection with the Offering (the "Placement Agent"). Pursuant to a side letter between the Placement Agent and JonesTrading Institutional Services LLC ("Jones"), dated February 3, 2025, Jones agreed to be a financial advisor for the Offering. In connection with the services provided by Jones, the Placement Agent and Jones agreed that the Placement Agent will receive an aggregate fee equal to 6% of the gross proceeds received in the Offering and Jones will receive an aggregate fee equal to 3% of the gross proceeds received in the Offering. In addition, the Company has agreed to reimburse the Placement Agent for its legal fees and expenses and other out-of-pocket expenses in an amount up to $85,000, non-accountable expenses of up to $25,000 and has agreed to reimburse Jones for all reasonable and documented out-of-pocket fees and expenses, including but not limited to travel and other out-of-pocket expenses in an amount not to exceed $15,000. The Company's directors and executive officers agreed not to offer, issue, sell, contract to sell, encumber, grant any option for the sale of or otherwise dispose of any shares of common stock or

View Full Filing

View this 8-K filing on SEC EDGAR