Cero Therapeutics Files 8-K on Agreements and Equity Sales

TL;DR

Cero Therapeutics filed an 8-K detailing material agreements and equity sales.

AI Summary

Cero Therapeutics Holdings, Inc. filed an 8-K on October 14, 2025, reporting on a material definitive agreement, unregistered sales of equity securities, and financial statements. The company, formerly Phoenix Biotech Acquisition Corp., is based in South San Francisco, CA.

Why It Matters

This filing provides crucial updates on Cero Therapeutics' material agreements and equity transactions, impacting investors' understanding of the company's financial and operational status.

Risk Assessment

Risk Level: medium — Filings related to material definitive agreements and unregistered equity sales can indicate significant corporate actions or financial maneuvers that may carry inherent risks.

Key Players & Entities

• CERO THERAPEUTICS HOLDINGS, INC. (company) — Registrant
• Phoenix Biotech Acquisition Corp. (company) — Former Company Name
• October 14, 2025 (date) — Date of Report
• South San Francisco, CA (location) — Business Address

FAQ

Key Financial Figures

• $0.0001 — ch registered Common stock, par value $0.0001 per share CERO Nasdaq Capital Marke
• $7 million — or an aggregate purchase price of up to $7 million in one or more closings (each a " Closi
• $1.8 million — a " Closing "), including approximately $1.8 million to be funded at the first closing. The
• $1 — Series D convertible preferred stock to $1.76, effective as of the date of the Sec
• $1,000 — E Preferred Stock has a stated value of $1,000 per share and, when issued, the Series
• $4 — ein) at the fixed "Conversion Price" of $4.1625, which is subject to proportional
• $1.00 — the greater of: the floor price of $1.00 (the " Floor Price "); and 95% of the

Filing Documents

• ea0260318-8k_cero.htm (8-K) — 59KB
• ea026031801ex3-1_cero.htm (EX-3.1) — 295KB
• ea026031801ex10-1_cero.htm (EX-10.1) — 331KB
• ea026031801ex10-2_cero.htm (EX-10.2) — 170KB
• 0001213900-25-098421.txt ( ) — 1274KB
• cero-20251014.xsd (EX-101.SCH) — 4KB
• cero-20251014_def.xml (EX-101.DEF) — 26KB
• cero-20251014_lab.xml (EX-101.LAB) — 36KB
• cero-20251014_pre.xml (EX-101.PRE) — 25KB
• ea0260318-8k_cero_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 October 14, 2025, 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, up to 9,750 shares of the Company's Series E convertible preferred stock, par value $0.0001 per share (the " Series E Preferred Stock ") shall be purchased for an aggregate purchase price of up to $7 million in one or more closings (each a " Closing "), including approximately $1.8 million to be funded at the first closing. The date of the first closing is referred to as the " First Closing Date ." Each additional closing under the Securities Purchase Agreement is subject to a mutual option of the Company and certain PIPE Investors and satisfaction of customary closing conditions. The Securities Purchase Agreement includes the consent of the holders of the Company's outstanding Series C and Series D convertible preferred stock to the issuance of the Series E Preferred Stock pari passu therewith, in consideration for the reduction of the conversion price for the Company's outstanding Series C and Series D convertible preferred stock to $1.76, effective as of the date of the Securities Purchase Agreement. Series E Preferred Stock On the First Closing Date, the Company will designate 10,000 shares of the Company's authorized and unissued preferred stock as Series E Preferred Stock (the " Series E Shares ") and establish the rights, preferences and privileges of the Series E Preferred Stock pursuant to the Certificate of Designations of Rights and Preferences of the Series E 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 E Preferred Stock

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 E Preferred Stock 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.

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 E Convertible Preferred Stock. 10.1* Securities Purchase Agreement, dated as of October 14, 2025, by and between CERo Therapeutics Holdings, Inc. and the investors signatory thereto. 10.2* Form of Registration Rights Agreement by and between CERo Therapeutics Holdings, Inc. and the investors signatory thereto. 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. 4

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 (i) the expected cash proceeds of the Private Placement and the timing of the closing of the Private Placement, and (ii) financial position, business strategy and the plans and objectives of management for future operations of the Company, and the implementation of its proposed plan of compliance with Nasdaq continued listing standards. 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 statements. Such statements are based on the beliefs of, as well as assumptions made by and information currently available to, the Company'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 the Company's filings with the Securities and Exchange Commission, including its Annual Report on Form 10-K, filed on April 15, 2025, and subsequent Quarterly Reports on Form 10-Q and the documents incorporated by reference therein. The risks described in the Company's filings with the Securities and Exchange Commission are not exhaustive. New risk factors emerge from time to time, and it is not po

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