Cero Therapeutics Files IPO Amendment
Ticker: CEROW · Form: S-1/A · Filed: Jun 5, 2024 · CIK: 1870404
Sentiment: neutral
Topics: ipo, amendment, biotech
TL;DR
Cero Therapeutics IPO filing updated. Looks like they're serious about going public.
AI Summary
Cero Therapeutics Holdings, Inc. filed an S-1/A amendment on June 5, 2024, for its initial public offering. The company, formerly Phoenix Biotech Acquisition Corp., is incorporated in Delaware and focuses on biological products. Its principal executive offices are located at 201 Haskins Way, Suite 230, South San Francisco, CA 94080.
Why It Matters
This filing indicates Cero Therapeutics is moving forward with its public offering, which could provide significant capital for its biopharmaceutical endeavors.
Risk Assessment
Risk Level: medium — As a biopharmaceutical company pursuing an IPO, Cero Therapeutics faces inherent risks related to clinical trials, regulatory approvals, and market acceptance.
Key Numbers
- 333-279156 — SEC File Number (Identifies the specific SEC filing for Cero Therapeutics.)
Key Players & Entities
- CERO THERAPEUTICS HOLDINGS, INC. (company) — Registrant
- June 5, 2024 (date) — Filing date of S-1/A
- 333-279156 (other) — SEC File Number
- 201 Haskins Way, Suite 230, South San Francisco, CA 94080 (location) — Principal executive offices
- PHOENIX BIOTECH ACQUISITION CORP. (company) — Former company name
- Brian G. Atwood (person) — Chief Executive Officer
FAQ
What is the purpose of this S-1/A filing?
This is an amendment to the initial S-1 registration statement, indicating updates or revisions to the company's planned public offering.
When was this amendment filed?
The amendment was filed on June 5, 2024.
What was Cero Therapeutics Holdings, Inc. formerly known as?
The company was formerly known as Phoenix Biotech Acquisition Corp.
Where are Cero Therapeutics' principal executive offices located?
The principal executive offices are located at 201 Haskins Way, Suite 230, South San Francisco, CA 94080.
Who is the Chief Executive Officer of Cero Therapeutics?
Brian G. Atwood is the Chief Executive Officer.
Filing Stats: 4,642 words · 19 min read · ~15 pages · Grade level 15.4 · Accepted 2024-06-05 17:13:43
Key Financial Figures
- $0.0001 — 3,459 shares of common stock, par value $0.0001 per share ("Common Stock"), of CERo The
- $0 — effective purchase prices ranging from $0 per share to $5.28 per share of Common
- $5.28 — ase prices ranging from $0 per share to $5.28 per share of Common Stock; (ii) 20,080,
- $1.00 — ent") at an effective purchase price of $1.00 per share, assuming conversion at the m
- $0.0054 — low), at an effective purchase price of $0.0054 per share; (vi) 185,004 shares of Commo
- $10.00 — ering at an effective purchase price of $10.00 per share; and (vii) 1,649,500 shares o
- $4.09 — vice providers at an estimated value of $4.09 per share, based upon the extinguishmen
- $11.50 — r Common Stock, at an exercise price of $11.50 per share, that were originally sold in
- $116.0 million — the exercise of all Warrants, would be $116.0 million. We believe the likelihood that warrant
- $0.91 — e closing price of our Common Stock was $0.91 per share and the closing price of our
- $0.05 — losing price of our Public Warrants was $0.05 per warrant. We are an "emerging grow
- $25.0 million — " Arena Purchase Shares " refers to the $25.0 million of shares of Common Stock that Arena is
- $1 — ed Warrants. " Floor Price " refers to $1.00, which is the lowest applicable conv
Filing Documents
- ea0206352-s1a1_cerotherap.htm (S-1/A) — 3848KB
- ea020635201ex23-1_cerotherap.htm (EX-23.1) — 2KB
- ea020635201ex23-2_cerotherap.htm (EX-23.2) — 2KB
- image_001.jpg (GRAPHIC) — 12KB
- image_002.jpg (GRAPHIC) — 31KB
- image_003.jpg (GRAPHIC) — 152KB
- image_004.jpg (GRAPHIC) — 44KB
- image_005.jpg (GRAPHIC) — 118KB
- image_006.jpg (GRAPHIC) — 105KB
- image_007.jpg (GRAPHIC) — 68KB
- image_008.jpg (GRAPHIC) — 63KB
- image_009.jpg (GRAPHIC) — 90KB
- image_010.jpg (GRAPHIC) — 37KB
- image_011.jpg (GRAPHIC) — 43KB
- image_012.jpg (GRAPHIC) — 80KB
- 0001213900-24-050103.txt ( ) — 17204KB
- cero-20240331.xsd (EX-101.SCH) — 136KB
- cero-20240331_cal.xml (EX-101.CAL) — 60KB
- cero-20240331_def.xml (EX-101.DEF) — 739KB
- cero-20240331_lab.xml (EX-101.LAB) — 995KB
- cero-20240331_pre.xml (EX-101.PRE) — 731KB
- ea0206352-s1a1_cerotherap_htm.xml (XML) — 1819KB
USE OF PROCEEDS
USE OF PROCEEDS 70 DETERMINATION OF OFFERING PRICE 71 MARKET PRICE AND DIVIDEND INFORMATION 71 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION 72
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF PBAX
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF PBAX 119
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF CERO
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF CERO 124 MANAGEMENT OF CERO 135
EXECUTIVE COMPENSATION
EXECUTIVE COMPENSATION 145 DIRECTOR COMPENSATION 150 PRINCIPAL STOCKHOLDERS 151 SELLING SECURITYHOLDERS 155 CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS 165
DESCRIPTION OF SECURITIES
DESCRIPTION OF SECURITIES 167 SECURITIES ACT RESTRICTIONS ON RESALE OF OUR SECURITIES 178 PLAN OF DISTRIBUTION 179 LEGAL MATTERS 181 EXPERTS 181 WHERE YOU CAN FIND MORE INFORMATION 181 INDEX TO FINANCIAL STATEMENTS F-1 i ABOUT THIS PROSPECTUS This prospectus is part of a registration statement on Form S-1 that we filed with the SEC whereby the Selling Securityholders named herein may, from time to time, sell the securities offered by them described in this prospectus. We will not receive any proceeds from the sale by such Selling Securityholders of the securities offered by them described in this prospectus. This prospectus also relates to the issuance by us of shares of Common Stock issuable upon the exercise of the Warrants. We will receive proceeds from any exercise of the Warrants for cash. Neither we nor the Selling Securityholders have authorized anyone to provide you with any information or to make any representations other than those contained in this prospectus or any applicable prospectus supplement or any free writing prospectuses prepared by or on behalf of us or to which we have referred you. Neither we nor the Selling Securityholders take responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. Neither we nor the Selling Securityholders will make an offer to sell these securities in any jurisdiction where such offer or sale is not permitted. No dealer, salesperson or other person is authorized to give any information or to represent anything not contained in this prospectus, any applicable prospectus supplement or any related free writing prospectus. You should assume that the information appearing in this prospectus or any prospectus supplement is accurate as of the date on the front of those documents only, regardless of the time of delivery of this prospectus or any applicable prospectus supplement, or any sale of a security. Our business, financial co