Cero Therapeutics Files S-1 for Public Offering
Ticker: CEROW · Form: S-1 · Filed: Oct 21, 2024 · CIK: 1870404
Sentiment: neutral
Topics: ipo, registration-statement, biotech
TL;DR
Cero Therapeutics (fka Phoenix Biotech) just filed an S-1, looks like they're going public soon.
AI Summary
Cero Therapeutics Holdings, Inc. filed an S-1 registration statement on October 21, 2024, to register an unspecified number of securities. 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 S-1 filing indicates Cero Therapeutics is preparing to offer its securities to the public, which could provide capital for its operations and growth, impacting the biotechnology sector.
Risk Assessment
Risk Level: medium — As a biotechnology company filing an S-1, Cero Therapeutics is likely in an early stage of development, which inherently carries significant risks related to clinical trials, regulatory approval, and market adoption.
Key Numbers
- 333-282755 — SEC File Number (Identifies the specific registration statement with the SEC.)
- 0001870404 — Central Index Key (Unique identifier for the company in the SEC's EDGAR system.)
Key Players & Entities
- CERO THERAPEUTICS HOLDINGS, INC. (company) — Registrant
- Phoenix Biotech Acquisition Corp. (company) — Former company name
- October 21, 2024 (date) — Filing date
- 201 Haskins Way, Suite 230 South San Francisco, CA 94080 (location) — Principal executive offices
- Chris Ehrlich (person) — Interim Chief Executive Officer
FAQ
What is the purpose of this S-1 filing for Cero Therapeutics Holdings, Inc.?
The S-1 filing is a registration statement required by the SEC for companies intending to offer securities to the public, indicating Cero Therapeutics is preparing for an initial public offering or a follow-on offering.
When was Cero Therapeutics Holdings, Inc. previously known by another name?
The company was formerly known as Phoenix Biotech Acquisition Corp. until 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 industry does Cero Therapeutics Holdings, Inc. operate in?
Cero Therapeutics Holdings, Inc. operates in the Biological Products (No Diagnostic Substances) sector, with SIC code 2836.
Who is identified as an executive officer in the provided filing excerpt?
Chris Ehrlich is identified as the Interim Chief Executive Officer.
Filing Stats: 4,696 words · 19 min read · ~16 pages · Grade level 15.2 · Accepted 2024-10-21 16:42:26
Key Financial Figures
- $0.0001 — 0,954 shares of common stock, par value $0.0001 per share ("Common Stock"), issuable up
- $0.0618 — nt"), at an effective purchase price of $0.0618 per share, resulting from the conversio
- $1,000 — Preferred Stock with a stated value of $1,000 per share, multiplied by certain adjust
- $1.00 — k, and divided by a conversion price of $1.00 per share of Common Stock; (ii) 9,182,9
- $0.0647 — ffective conversion prices ranging from $0.0647 to $0.2024; (iv) 436,683,678 shares of
- $0.2024 — nversion prices ranging from $0.0647 to $0.2024; (iv) 436,683,678 shares of Common Stoc
- $0 — nt"), at an effective purchase price of $0.0196, resulting from the conversion of
- $0.20 — k, and divided by a conversion price of $0.20 per share of Common Stock; (v) 250,000
- $5.85 — below), at an assumed purchase price of $5.85 per share, which was the closing price
- $0.02 — suance, at an assumed purchase price of $0.02 per share. For more information about t
- $0.098 — r Common Stock, at an exercise price of $0.098 per share, which warrants were sold to
- $1.39 — Stock at an effective exercise price of $1.39 per share of Series A Preferred Stock s
- $0.8 million — (i) up to an aggregate of approximately $0.8 million in proceeds from the exercise of the Se
- $2.0 million — ii) up to an aggregate of approximately $2.0 million in proceeds from the exercise of the Pr
- $0.0842 — e closing price of our Common Stock was $0.0842 per share and the closing price of our
Filing Documents
- ea0217808-s1_cero.htm (S-1) — 3599KB
- ea021780801ex4-5_cero.htm (EX-4.5) — 106KB
- ea021780801ex5-1_cero.htm (EX-5.1) — 12KB
- ea021780801ex10-20_cero.htm (EX-10.20) — 135KB
- ea021780801ex10-21_cero.htm (EX-10.21) — 28KB
- ea021780801ex23-1_cero.htm (EX-23.1) — 2KB
- ea021780801ex23-2_cero.htm (EX-23.2) — 2KB
- ea021780801ex-fee_cero.htm (EX-FILING FEES) — 96KB
- image_001.jpg (GRAPHIC) — 3KB
- image_002.jpg (GRAPHIC) — 9KB
- image_003.jpg (GRAPHIC) — 35KB
- image_004.jpg (GRAPHIC) — 18KB
- image_005.jpg (GRAPHIC) — 20KB
- image_006.jpg (GRAPHIC) — 40KB
- image_007.jpg (GRAPHIC) — 18KB
- image_008.jpg (GRAPHIC) — 22KB
- image_009.jpg (GRAPHIC) — 21KB
- image_010.jpg (GRAPHIC) — 12KB
- image_011.jpg (GRAPHIC) — 13KB
- image_012.jpg (GRAPHIC) — 27KB
- ex5-1_001.jpg (GRAPHIC) — 8KB
- 0001213900-24-089326.txt ( ) — 15682KB
- cero-20240630.xsd (EX-101.SCH) — 137KB
- cero-20240630_cal.xml (EX-101.CAL) — 62KB
- cero-20240630_def.xml (EX-101.DEF) — 733KB
- cero-20240630_lab.xml (EX-101.LAB) — 1013KB
- cero-20240630_pre.xml (EX-101.PRE) — 733KB
- ea0217808-s1_cero_htm.xml (XML) — 1611KB
USE OF PROCEEDS
USE OF PROCEEDS 71 DETERMINATION OF OFFERING PRICE 72 MARKET PRICE AND DIVIDEND INFORMATION 72 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION 73
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 125 MANAGEMENT OF CERO 138
EXECUTIVE COMPENSATION
EXECUTIVE COMPENSATION 148 DIRECTOR COMPENSATION 154 PRINCIPAL STOCKHOLDERS 155 SELLING SECURITYHOLDERS 157 CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS 166
DESCRIPTION OF SECURITIES
DESCRIPTION OF SECURITIES 168 SECURITIES ACT RESTRICTIONS ON RESALE OF OUR SECURITIES 182 PLAN OF DISTRIBUTION 183 LEGAL MATTERS 185 EXPERTS 185 WHERE YOU CAN FIND MORE INFORMATION 185 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 the Selling Securityholders of the securities offered by them described in this prospectus. We will receive proceeds from any exercise of the Series C Warrants or Preferred 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 condition, results of operations and prospects may have changed since those dates. The Sellin