Cero Therapeutics Holdings Files S-1 Registration
Ticker: CEROW · Form: S-1 · Filed: Dec 23, 2024 · CIK: 1870404
Sentiment: neutral
Topics: S-1, registration-statement, biotech
TL;DR
Cero Therapeutics (fka Phoenix Biotech) filed S-1, get ready for potential IPO/offering.
AI Summary
Cero Therapeutics Holdings, Inc. filed an S-1 registration statement on December 20, 2024, to register 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 lead to significant capital infusion for its operations or potential market trading.
Risk Assessment
Risk Level: medium — As a biotech company filing an S-1, it is likely in an early stage of development or seeking significant funding, which carries inherent risks associated with clinical trials, regulatory approvals, and market acceptance.
Key Numbers
- 333-284007 — SEC File Number (Identifies this specific registration filing with the SEC.)
- 20241220 — Filing Date (Date the S-1 registration statement was officially submitted.)
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
- Delaware (location) — State of incorporation
FAQ
What is the primary business of Cero Therapeutics Holdings, Inc.?
Cero Therapeutics Holdings, Inc. operates in the Biological Products sector, specifically SIC code 2836.
When did Cero Therapeutics Holdings, Inc. change its name from Phoenix Biotech Acquisition Corp.?
The company changed its name from Phoenix Biotech Acquisition Corp. on June 30, 2021.
What is the address of Cero Therapeutics' principal executive offices?
The principal executive offices are located at 201 Haskins Way, Suite 230, South San Francisco, CA 94080.
What is the SEC file number for this registration statement?
The SEC file number is 333-284007.
Who is the Chief Executive Officer of Cero Therapeutics?
Chris Ehrlich is the Chief Executive Officer of Cero Therapeutics.
Filing Stats: 4,720 words · 19 min read · ~16 pages · Grade level 14.1 · Accepted 2024-12-23 06:41:56
Key Financial Figures
- $0.0001 — ] shares of our common stock, par value $0.0001 per share ("Common Stock"), together wi
- $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
- $0.06 — mon Stock as reported on the Nasdaq was $0.06 per share. Our existing public warrant
- $0.009 — ants on Nasdaq on December 18, 2024 was $0.009 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
- $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
Filing Documents
- ea0225388-s1_cero.htm (S-1) — 3660KB
- ea022538801ex23-1_cero.htm (EX-23.1) — 2KB
- ea022538801ex23-2_cero.htm (EX-23.2) — 2KB
- ea022538801ex-fee_cero.htm (EX-FILING FEES) — 60KB
- 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
- 0001213900-24-111475.txt ( ) — 15530KB
- cero-20240930.xsd (EX-101.SCH) — 130KB
- 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
- ea0225388-s1_cero_htm.xml (XML) — 1577KB
USE OF PROCEEDS
USE OF PROCEEDS 69 DETERMINATION OF OFFERING PRICE 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 158 PRINCIPAL STOCKHOLDERS 159 CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS 162
DESCRIPTION OF SECURITIES
DESCRIPTION OF SECURITIES 164
DESCRIPTION OF SECURITIES WE ARE OFFERING
DESCRIPTION OF SECURITIES WE ARE OFFERING 178 SECURITIES ACT RESTRICTIONS ON RESALE OF OUR SECURITIES 182 PLAN OF DISTRIBUTION 183 LEGAL MATTERS 186 EXPERTS 186 WHERE YOU CAN FIND MORE INFORMATION 186 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