0001213900-24-015874.txt : 20240221 0001213900-24-015874.hdr.sgml : 20240221 20240221175544 ACCESSION NUMBER: 0001213900-24-015874 CONFORMED SUBMISSION TYPE: 4/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20240214 FILED AS OF DATE: 20240221 DATE AS OF CHANGE: 20240221 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ATWOOD BRIAN G CENTRAL INDEX KEY: 0001266567 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 4/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-40877 FILM NUMBER: 24661408 MAIL ADDRESS: STREET 1: ONE SANSOME STREET STREET 2: SUITE 1650 CITY: SAN FRANCISCO STATE: CA ZIP: 94104 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: CERO THERAPEUTICS HOLDINGS, INC. CENTRAL INDEX KEY: 0001870404 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] ORGANIZATION NAME: 03 Life Sciences IRS NUMBER: 871088814 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 201 HASKINS WAY STREET 2: SUITE 230 CITY: SOUTH SAN FRANCISCO STATE: CA ZIP: 94080 BUSINESS PHONE: 650-407-2376 MAIL ADDRESS: STREET 1: 201 HASKINS WAY STREET 2: SUITE 230 CITY: SOUTH SAN FRANCISCO STATE: CA ZIP: 94080 FORMER COMPANY: FORMER CONFORMED NAME: PHOENIX BIOTECH ACQUISITION CORP. DATE OF NAME CHANGE: 20210630 4/A 1 ownership.xml X0508 4/A 2024-02-14 2024-02-16 0 0001870404 CERO THERAPEUTICS HOLDINGS, INC. CERO 0001266567 ATWOOD BRIAN G CERO THERAPEUTICS HOLDINGS, INC. 201 HASKINS WAY, SUITE 230 SOUTH SAN FRANCISCO CA 94080 1 1 0 0 Chief Executive Officer 0 Common Stock 2024-02-14 4 J 0 100527 A 100527 I Atwood-Edminster Trust dtd 4-2-2000 Common Stock 2024-02-14 4 J 0 148208 A 248735 I Atwood-Edminster Trust dtd 4-2-2000 Series A Convertible Preferred Stock 10 2024-02-14 4 A 0 1002 1000 A Common Stock 100200 1002 I Atwood-Edminster Trust dtd 4-2-2000 Represents shares of Common Stock issued to the Atwood-Edminster Trust (as defined below) in connection with the Issuer's business combination consummated on February 14, 2024. Represents earnout shares, each of which consist of one share of the Issuer's Common Stock, subject to forfeiture if certain vesting conditions are not satisfied. The earnout shares vest as follows: (i) 33,045 shares if the volume weighted average price ("VWAP") of the Common Stock for at least 20 of any 30 consecutive trading days following February 14, 2024 equals or exceeds the lesser of (x) $12.50 or (y) 125% of the then applicable conversion price; (ii) 33,045 shares shall vest if the VWAP for at least 20 of any 30 consecutive trading days following February 14, 2024 equals or exceeds the lesser of (x) $15.00 or (y) 150% of the then applicable conversion price; (iii) 13,218 shares shall vest upon a change of control; and (iv) 28,601 shares shall vest upon the Issuer's submission of an IND application to the FDA. If the vesting conditions are not met prior to February 14, 2028, the earnout shares will be cancelled. The reporting person is the trustee of the Atwood-Edminster Trust dtd 4-2-2000 (the "Atwood-Edminster Trust") and has sole voting and disposition power with respect to the shares owned by the Atwood-Edminster Trust. On February 14, 2024, the Atwood-Edminster Trust acquired 1,002 shares of Series A Convertible Preferred Stock (the "Series A Preferred Stock") in a private placement by the Issuer pursuant to the terms of a Securities Purchase Agreement dated as of February 5, 2024. Each share of Series A Preferred Stock has a stated value of $1,000 and, at the option of the holder, is convertible into a number of shares of Common Stock determined by dividing (x) the value of the shares of Series A Preferred Stock, plus any additional amounts thereon as of such date of determination, by (y) the conversion price, which is currently $10.00, subject to adjustments (the "Conversion Price"). The Series A Preferred Stock has no expiration date. The Form 4 initially filed on February 16, 2024 (the "Initial Form 4") erroneously double-counted 125,000 shares of Common Stock acquired by the Reporting Person in the transaction reported by such Initial Form 4. The Amount of Securities Beneficially Owned Following Reported Transactions in column 5 of Table I has been updated. /s/ Charles Carter, Attorney-in-Fact 2024-02-21