Cero Therapeutics Files for IPO
Ticker: CEROW · Form: S-1 · Filed: Nov 27, 2024 · CIK: 1870404
Sentiment: neutral
Topics: ipo, biotech, registration-statement
TL;DR
Cero Therapeutics is going public, filing its S-1 for an IPO.
AI Summary
Cero Therapeutics Holdings, Inc. filed an S-1 registration statement on November 26, 2024, for its initial public offering. The company, formerly known as Phoenix Biotech Acquisition Corp. until June 30, 2021, is based in South San Francisco, California. Cero Therapeutics operates in the biological products sector, specifically focusing on products other than diagnostic substances.
Why It Matters
This S-1 filing indicates Cero Therapeutics is seeking to raise capital through a public offering, which could fund its research and development or expansion efforts in the biotechnology sector.
Risk Assessment
Risk Level: medium — As a biotechnology company pursuing an IPO, Cero Therapeutics faces inherent risks related to clinical trials, regulatory approvals, and market competition.
Key Numbers
- 333-283492 — SEC File Number (Identifies the specific registration statement with the SEC.)
- 2836 — SIC Code (Classifies the company's industry as Biological Products (No Diagnostic Substances).)
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 (company) — Principal executive offices address
- November 26, 2024 (date) — Filing date
- June 30, 2021 (date) — Date of name change
- Chris Ehrlich (person) — Interim Chief Executive Officer
FAQ
What is the primary purpose of this S-1 filing?
The S-1 filing is a registration statement required by the SEC for Cero Therapeutics Holdings, Inc. to offer its securities to the public, signaling an upcoming Initial Public Offering (IPO).
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 is Cero Therapeutics Holdings, Inc. located?
The company's principal executive offices are located at 201 Haskins Way, Suite 230, South San Francisco, CA 94080.
What industry does Cero Therapeutics operate in?
Cero Therapeutics Holdings, Inc. operates in the Biological Products sector, specifically under the SIC code 2836 for Biological Products (No Diagnostic Substances).
Who is the Interim Chief Executive Officer of Cero Therapeutics?
Chris Ehrlich is listed as the Interim Chief Executive Officer of Cero Therapeutics.
Filing Stats: 4,717 words · 19 min read · ~16 pages · Grade level 14.1 · Accepted 2024-11-27 06:19:09
Key Financial Figures
- $0.0001 — 0,000 shares of common stock, par value $0.0001 per share (the "Common Stock"), that ha
- $4,410,616 — hase Shares") for aggregate proceeds of $4,410,616 under the Keystone Equity Financing. We
- $25.0 million — Commitment Shares. We may receive up to $25.0 million in aggregate gross proceeds from Keysto
- $0.1735 — mon Stock as reported on the Nasdaq was $0.1735 per share. We are an "emerging growth
- $25,000,000 — stone Commitment Amount " refers to the $25,000,000 of shares of Common Stock that Keystone
- $11.50 — f Common Stock, at an exercise price of $11.50 per share, that were originally sold in
- $10.00 — f Common Stock, at an exercise price of $10.00 per share, that were converted from Leg
- $1.39 — n Stock, at a current exercise price of $1.39 per share, sold to certain PIPE Investo
Filing Documents
- ea0222241-s1_cero.htm (S-1) — 3538KB
- ea022224101ex5-1_cero.htm (EX-5.1) — 11KB
- ea022224101ex23-1_cero.htm (EX-23.1) — 2KB
- ea022224101ex23-2_cero.htm (EX-23.1) — 2KB
- ea022224101ex-fee_cero.htm (EX-FILING FEES) — 62KB
- image_001.jpg (GRAPHIC) — 3KB
- image_002.jpg (GRAPHIC) — 9KB
- image_003.jpg (GRAPHIC) — 36KB
- image_004.jpg (GRAPHIC) — 18KB
- image_005.jpg (GRAPHIC) — 20KB
- image_006.jpg (GRAPHIC) — 38KB
- image_007.jpg (GRAPHIC) — 18KB
- image_008.jpg (GRAPHIC) — 22KB
- image_009.jpg (GRAPHIC) — 21KB
- image_010.jpg (GRAPHIC) — 11KB
- image_011.jpg (GRAPHIC) — 13KB
- image_012.jpg (GRAPHIC) — 27KB
- ex5-1_001.jpg (GRAPHIC) — 25KB
- 0001213900-24-103009.txt ( ) — 15145KB
- cero-20240930.xsd (EX-101.SCH) — 129KB
- cero-20240930_cal.xml (EX-101.CAL) — 60KB
- cero-20240930_def.xml (EX-101.DEF) — 705KB
- cero-20240930_lab.xml (EX-101.LAB) — 1033KB
- cero-20240930_pre.xml (EX-101.PRE) — 715KB
- ea0222241-s1_cero_htm.xml (XML) — 1569KB
RISK FACTORS
RISK FACTORS 7 THE COMMITTED EQUITY FINANCING 68
USE OF PROCEEDS
USE OF PROCEEDS 74 DETERMINATION OF OFFERING PRICE 75 MARKET PRICE AND DIVIDEND INFORMATION 75 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION 76
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 122
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 128 MANAGEMENT OF CERO 140
EXECUTIVE COMPENSATION
EXECUTIVE COMPENSATION 150 DIRECTOR COMPENSATION 156 PRINCIPAL STOCKHOLDERS 157 SELLING SECURITYHOLDER 160 CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS 162
DESCRIPTION OF SECURITIES
DESCRIPTION OF SECURITIES 164 SECURITIES ACT RESTRICTIONS ON RESALE OF OUR SECURITIES 177 PLAN OF DISTRIBUTION 178 LEGAL MATTERS 180 EXPERTS 180 WHERE YOU CAN FIND MORE INFORMATION 180 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 Securityholder 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 Securityholder of the securities offered by them described in this prospectus. Neither we nor the Selling Securityholder 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 Securityholder 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 Securityholder 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 Selling Securityholder and its permitted transferees may use this registration statement to sell securities fr