Cero Therapeutics Holdings Files S-1/A Amendment

TL;DR

Cero Therapeutics (fka Phoenix Biotech) filed an S-1/A. Public offering incoming.

AI Summary

Cero Therapeutics Holdings, Inc. filed an S-1/A amendment on October 22, 2024, for its registration statement. The company, formerly known as Phoenix Biotech Acquisition Corp. until June 30, 2021, is incorporated in Delaware and operates in the biological products sector. Its 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 indicates Cero Therapeutics is moving forward with its public offering plans, which could lead to new investment opportunities and increased liquidity for the company.

Risk Assessment

Risk Level: medium — S-1/A filings are typically associated with initial public offerings or significant capital raises, which inherently carry market and execution risks.

Key Numbers

• 333-282755 — SEC File Number (Identifies the specific SEC registration)
• 2836 — SIC Code (Indicates industry classification (Biological Products))

Key Players & Entities

• CERO THERAPEUTICS HOLDINGS, INC. (company) — Registrant
• Phoenix Biotech Acquisition Corp. (company) — Former company name
• 20241022 (date) — Filing date
• 201 Haskins Way, Suite 230 South San Francisco, CA 94080 (location) — Principal executive offices
• 650-407-2376 (phone_number) — Business phone number
• Chris Ehrlich (person) — Interim Chief Executive Officer

FAQ

Key Financial Figures

• $1,000 — Series A Preferred Stock, at a price of $1,000 per share, initially convertible into 1
• $10.00 — nto 1,039,000 shares of Common Stock at $10.00 per share, and 2,500 Preferred Warrants
• $10.1 million — e gross proceeds to us of approximately $10.1 million. Such issuance includes 2,180 shares of
• $2.16 million — nsideration consisting of approximately $2.16 million aggregate outstanding principal amount,
• $0.02 m — npaid interest thereon of approximately $0.02 million, of certain convertible promissor
• $0.5 million — e gross proceeds to us of approximately $0.5 million. II-2 In May 2024, we issued 345,566
• $1.25 million — e gross proceeds to us of approximately $1.25 million. The issuance of these securities was

Filing Documents

• ea0218228-s1a1_cero.htm (S-1/A) — 102KB
• ea021822801ex5-1_cero.htm (EX-5.1) — 12KB
• ex5-1_001.jpg (GRAPHIC) — 8KB
• 0001213900-24-089411.txt ( ) — 216KB
• cero-20240630.xsd (EX-101.SCH) — 3KB
• cero-20240630_lab.xml (EX-101.LAB) — 9KB
• cero-20240630_pre.xml (EX-101.PRE) — 6KB
• ea0218228-s1a1_cero_htm.xml (XML) — 2KB

. Other Expenses of Issuance and Distribution

Item 13 . Other Expenses of Issuance and Distribution . The following table sets forth the estimated expenses to be borne by the registrant in connection with the securities being registered hereby. Expense Estimated Amount Securities and Exchange Commission registration fee $ 9,526.30 FINRA filing fee $ * Accounting fees and expenses * Legal fees and expenses * Financial printing and miscellaneous expenses * Total $ * * These fees are calculated based on the securities offered and the number of issuances and accordingly cannot be defined at this time.

. Indemnification of Directors and Officers

Item 14 . Indemnification of Directors and Officers Section 145(a) of the DGCL provides, in general, that a corporation may indemnify any person who was or is a party to or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation), because he or she is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the person in connection with such action, suit or proceeding, if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful. Section 145(b) of the DGCL provides, in general, that a corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor because the person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys' fees) actually and reasonably incurred by the person in connection with the defense or settlement of such action or suit if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation, except that no indemnification s

. Recent Sales of Unregistered Securities

Item 15 . Recent Sales of Unregistered Securities . In February 2024, May 2024 and August 2024, we issued 119,050, 250,351 and 1,613,944 shares of Common Stock, respectively, to an investor as commitment shares in consideration for entering into an equity line of credit with us. The issuance of these securities was made pursuant to Section 4(a)(2) of the Securities Act, and the rules promulgated thereunder, to an accredited investor. As of the date of this prospectus, we have issued an aggregate of 23,377,921 shares of Common Stock to such investor pursuant to the equity line of credit. In February 2024, we issued an aggregate of 10,039 shares of Series A Preferred Stock, at a price of $1,000 per share, initially convertible into 1,039,000 shares of Common Stock at $10.00 per share, and 2,500 Preferred Warrants, resulting in aggregate gross proceeds to us of approximately $10.1 million. Such issuance includes 2,180 shares of Series A Preferred Stock, initially convertible into 2,180,000 shares of Common Stock, that were issued to certain investors in exchange for consideration consisting of approximately $2.16 million aggregate outstanding principal amount, together with accrued and unpaid interest thereon of approximately $0.02 million, of certain convertible promissory notes issued in June 2023 by Legacy CERo and a promissory note issued in December 2022, as amended in December 2023, by PBAX. As additional consideration to certain investors, we also issued 612,746 Series A Warrants as a structuring fee. In March 2024, with the consent of the applicable investors, a portion of the shares of Series A Preferred Stock and Series A Warrants was cancelled and reissued to the purchasers of Series B Preferred Stock described below. In March 2024, we issued an aggregate of 626 shares of Series B Preferred Stock, at a price of $1,000 per share, initially convertible into 62,600 shares of Common Stock at $10.00 per share, resulting in aggregate gross proceeds to us of ap

. Exhibits and Financial Statements Schedules

Item 16 . Exhibits and Financial Statements Schedules . (a) Exhibits. Exhibit Number Description 2.1 Business Combination Agreement, dated as of June 4, 2023, by and among Phoenix Biotech Acquisition Corp., PBCE Merger Sub, Inc. and CERo Therapeutics, Inc., as amended (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by Phoenix Biotech Acquisition Corp. with the Securities and Exchange Commission on June 5, 2023) . 2.2 Amendment No. 1 to the Business Combination Agreement, dated as of February 5, 2024, by and among Phoenix Biotech Acquisition Corp., PBCE Merger Sub, Inc. and CERo Therapeutics, Inc. (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by Phoenix Biotech Acquisition Corp. with the Securities and Exchange Commission on February 6, 2024) . 2.3 Amendment No. 2 to the Business Combination Agreement, dated as of February 13, 2024, by and among Phoenix Biotech Acquisition Corp., PBCE Merger Sub, Inc. and CERo Therapeutics, Inc. (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by Phoenix Biotech Acquisition Corp. with the Securities and Exchange Commission on February 13, 2024) . 3.1 Second Amended and Restated Certificate of Incorporation of CERo Therapeutics Holdings, Inc. (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K/A filed by CERo Therapeutics Holdings, Inc. with the Securities and Exchange Commission on February 27, 2024) . 3.2 Second Amended and Restated Bylaws of CERo Therapeutics Holdings, Inc. (incorporated by reference to Exhibit 3.2 to the Current Report on Form 8-K/A filed by CERo Therapeutics Holdings, Inc. with the Securities and Exchange Commission on February 27, 2024) . 3.3 Certificate of Designation of Preferences, Rights and Limitations of the Series A Convertible Preferred Stock (incorporated by reference to Exhibit 3.3 to the Current Report on Form 8-K/A filed by CERo Therapeutics Holdi

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