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