Cero Therapeutics Files S-1/A Amendment for IPO

TL;DR

Cero Therapeutics just filed an S-1/A for its IPO. Looks like they're going public.

AI Summary

Cero Therapeutics Holdings, Inc. filed an S-1/A amendment on June 27, 2024, for its initial public offering. The company, formerly known as Phoenix Biotech Acquisition Corp., is registering an unspecified number of shares. The filing indicates the company's principal executive offices are located at 201 Haskins Way, Suite 230, South San Francisco, CA 94080, with a business phone number of 650-407-2376.

Why It Matters

This filing is a step in Cero Therapeutics' process to become a publicly traded company, which could provide it with capital for its operations and research, and allow investors to buy shares.

Risk Assessment

Risk Level: medium — As a pre-IPO filing, the company's financial performance and future prospects are not yet established in the public market, carrying inherent risks.

Key Numbers

• 333-279156 — SEC File Number (Identifies the specific registration statement)
• 0001870404 — Central Index Key (Unique identifier for the company in SEC filings)

Key Players & Entities

• CERO THERAPEUTICS HOLDINGS, INC. (company) — Registrant
• PHOENIX BIOTECH ACQUISITION CORP. (company) — Former company name
• Brian G. Atwood (person) — Chief Executive Officer
• 201 Haskins Way, Suite 230, South San Francisco, CA 94080 (location) — Principal executive offices
• 650-407-2376 (phone_number) — Business phone number
• June 27, 2024 (date) — Filing date

FAQ

Key Financial Figures

• $0.0001 — 8,072 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
• $1.39 — Stock, at the current exercise price of $1.39 per share, subject to adjustment, which
• $1,000.00 — Preferred Stock at an exercise price of $1,000.00 per share of Series A Preferred Stock s
• $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
• $0.314 — e closing price of our Common Stock was $0.314 per share and the closing price of our
• $0.04 — losing price of our Public Warrants was $0.04 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

• ea0208189-s1a2_cerotherap.htm (S-1/A) — 3779KB
• ea020818901ex5-1_cero.htm (EX-5.1) — 13KB
• ea020818901ex23-1_cero.htm (EX-23.1) — 2KB
• ea020818901ex23-2_cero.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
• ex5-1_001.jpg (GRAPHIC) — 6KB
• 0001213900-24-056757.txt ( ) — 16864KB
• 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
• ea0208189-s1a2_cerotherap_htm.xml (XML) — 1658KB

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

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF PBAX 119

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL

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

View Full Filing

View this S-1/A filing on SEC EDGAR