Cero Therapeutics Holdings Inc. Files S-1/A Amendment
Ticker: CEROW · Form: S-1/A · Filed: Feb 5, 2025 · CIK: 1870404
| Field | Detail |
|---|---|
| Company | Cero Therapeutics Holdings, INC. (CEROW) |
| Form Type | S-1/A |
| Filed Date | Feb 5, 2025 |
| Risk Level | medium |
| Pages | 16 |
| Reading Time | 19 min |
| Key Dollar Amounts | $0.0001, $2, $0.125, $0, $0.001 |
| Sentiment | neutral |
Sentiment: neutral
Topics: sec-filing, biotech, ipo
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 February 5, 2025, 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.
Why It Matters
This filing indicates Cero Therapeutics is moving forward with its public offering plans, which could lead to new investment opportunities in the biotechnology sector.
Risk Assessment
Risk Level: medium — As a biotechnology company undergoing a public offering, Cero Therapeutics faces inherent risks related to drug development, regulatory approval, and market competition.
Key Numbers
- 333-284007 — SEC File Number (Identifies the specific registration statement)
- 0001870404 — Central Index Key (Unique identifier for the filer)
Key Players & Entities
- CERO THERAPEUTICS HOLDINGS, INC. (company) — Registrant
- PHOENIX BIOTECH ACQUISITION CORP. (company) — Former company name
- 201 HASKINS WAY, SUITE 230, SOUTH SAN FRANCISCO, CA 94080 (location) — Principal executive offices
- Chris Ehrlich (person) — Chief Executive Officer
- February 5, 2025 (date) — Filing date
FAQ
What is the purpose of this S-1/A filing?
This S-1/A filing is an amendment to the registration statement for Cero Therapeutics Holdings, Inc., indicating updates or changes to their initial filing for a public offering.
When was Cero Therapeutics Holdings, Inc. formerly known as Phoenix Biotech Acquisition Corp.?
The company's name was changed from Phoenix Biotech Acquisition Corp. on June 30, 2021.
Where are Cero Therapeutics Holdings, Inc.'s principal executive offices located?
The principal executive offices are located at 201 Haskins Way, Suite 230, South San Francisco, CA 94080.
What is the Standard Industrial Classification (SIC) code for Cero Therapeutics Holdings, Inc.?
The SIC code is 2836, which corresponds to Biological Products (No Diagnostic Substances).
Who is the Chief Executive Officer of Cero Therapeutics Holdings, Inc.?
Chris Ehrlich is the Chief Executive Officer of Cero Therapeutics Holdings, Inc.
Filing Stats: 4,711 words · 19 min read · ~16 pages · Grade level 13.8 · Accepted 2025-02-05 06:40:20
Key Financial Figures
- $0.0001 — 0 shares of our common stock, par value $0.0001 per share ("Common Stock"), together wi
- $2 — accompanying Offered Common Warrant is $2.00, which was the closing price of our
- $0.125 — hare under Nasdaq Rule 5635(d) plus (b) $0.125 per whole share of Common Stock underly
- $0 — d to the public in this offering, minus $0.001, and the exercise price of each pre
- $0.001 — rice of each pre-funded warrant will be $0.001 per share. The Pre-Funded Warrants will
- $2.00 — mon Stock as reported on the Nasdaq was $2.00 per share. Our existing public warran
- $0.014 — rants on Nasdaq on February 3, 2025 was $0.014 per Public Warrant. The Offered Common
- $25,000,000 — stone Commitment Amount " refers to the $25,000,000 of shares of Common Stock that Keystone
- $1,150.00 — f Common Stock, at an exercise price of $1,150.00 per share, that were originally sold in
Filing Documents
- ea0229920-s1a2_cero.htm (S-1/A) — 3742KB
- ea022992001ex4-7_cero.htm (EX-4.7) — 104KB
- ea022992001ex10-24_cero.htm (EX-10.24) — 224KB
- ea022992001ex10-25_cero.htm (EX-10.25) — 92KB
- ea022992001ex23-1_cero.htm (EX-23.1) — 2KB
- ea022992001ex23-2_cero.htm (EX-23.2) — 2KB
- ea022992001ex-fee_cero.htm (EX-FILING FEES) — 82KB
- image_001.jpg (GRAPHIC) — 10KB
- image_002.jpg (GRAPHIC) — 9KB
- image_003.jpg (GRAPHIC) — 8KB
- image_004.jpg (GRAPHIC) — 35KB
- image_005.jpg (GRAPHIC) — 18KB
- image_006.jpg (GRAPHIC) — 19KB
- image_007.jpg (GRAPHIC) — 38KB
- image_008.jpg (GRAPHIC) — 18KB
- image_009.jpg (GRAPHIC) — 22KB
- image_010.jpg (GRAPHIC) — 21KB
- image_011.jpg (GRAPHIC) — 11KB
- image_012.jpg (GRAPHIC) — 12KB
- image_013.jpg (GRAPHIC) — 18KB
- image_014.jpg (GRAPHIC) — 8KB
- image_015.jpg (GRAPHIC) — 40KB
- image_016.jpg (GRAPHIC) — 39KB
- image_017.jpg (GRAPHIC) — 12KB
- image_018.jpg (GRAPHIC) — 10KB
- 0001213900-25-010230.txt ( ) — 16250KB
- cero-20240930.xsd (EX-101.SCH) — 129KB
- cero-20240930_cal.xml (EX-101.CAL) — 60KB
- cero-20240930_def.xml (EX-101.DEF) — 696KB
- cero-20240930_lab.xml (EX-101.LAB) — 1036KB
- cero-20240930_pre.xml (EX-101.PRE) — 717KB
- ea0229920-s1a2_cero_htm.xml (XML) — 1596KB
USE OF PROCEEDS
USE OF PROCEEDS 69 MARKET PRICE AND DIVIDEND INFORMATION 70 CAPITALIZATION 71
DILUTION
DILUTION 72 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION 74
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 123
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 129 MANAGEMENT OF CERO 142
EXECUTIVE COMPENSATION
EXECUTIVE COMPENSATION 152 DIRECTOR COMPENSATION 159 PRINCIPAL STOCKHOLDERS 160 CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS 163
DESCRIPTION OF SECURITIES
DESCRIPTION OF SECURITIES 165
DESCRIPTION OF SECURITIES WE ARE OFFERING
DESCRIPTION OF SECURITIES WE ARE OFFERING 179 SECURITIES ACT RESTRICTIONS ON RESALE OF OUR SECURITIES 183 PLAN OF DISTRIBUTION 184 LEGAL MATTERS 187 EXPERTS 187 WHERE YOU CAN FIND MORE INFORMATION 187 INDEX TO FINANCIAL STATEMENTS F-1 i ABOUT THIS PROSPECTUS You should rely only on the information contained in this prospectus, any amendment or supplement to this prospectus, and any related free writing prospectus prepared by or on behalf of us or to which we have referred you. Neither we nor the placement agent have authorized anyone to provide you with information that is different from, or in addition to, that contained in this prospectus, any amendment or supplement to this prospectus and any related free writing prospectus prepared by or on behalf of us or to which we have referred you. Neither we nor the placement agent 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 placement agent 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 condition, results of operations and prospects may have changed since those dates. Neither we nor the placement agent have taken any action that would permit this offering, or possession or distribution of this prospectus, in any jurisdiction where action for that purpose is required, other than in the United States. Persons who have co