0001213900-24-015024.txt : 20240216 0001213900-24-015024.hdr.sgml : 20240216 20240216193623 ACCESSION NUMBER: 0001213900-24-015024 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20240214 FILED AS OF DATE: 20240216 DATE AS OF CHANGE: 20240216 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ATWOOD BRIAN G CENTRAL INDEX KEY: 0001266567 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40877 FILM NUMBER: 24650180 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 1 ownership.xml X0508 4 2024-02-14 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 125000 A 125000 D 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 distributed in-kind by Phoenix Biotech Sponsor, LLC (the "Sponsor") to its members, pro rata and without consideration. 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. Exhibit 24 - Power of Attorney. /s/ Charles Carter, Attorney-in-Fact 2024-02-16 EX-24 2 ea193949ex24_cerotherap.htm POWER OF ATTORNEY

Exhibit 24

LIMITED POWER OF ATTORNEY

The undersigned hereby constitutes and appoints Charles Carter, the undersigned’s true and lawful attorney-in-fact to:

(1) execute for and on behalf of the undersigned, in the undersigned’s capacity as an officer, director, and/or securityholder of CERo Therapeutics Holdings, Inc., a Delaware corporation (the “Company”), from time to time the following U.S. Securities and Exchange Commission (“SEC”) forms: (i) Form ID, including any attached documents (such as Update Passphrase Authentication), to effect the assignment of codes to the undersigned to be used in the transmission of information to the SEC using the EDGAR System; (ii) Form 3, Initial Statement of Beneficial Ownership of Securities, including any attached documents; (iii) Form 4, Statement of Changes in Beneficial Ownership of Securities, including any attached documents; (iv) Form 5, Annual Statement of Beneficial Ownership of Securities in accordance with Section 16(a) of the Securities Exchange Act of 1934, as amended, and the rules thereunder, including any attached documents; (v) Schedules 13D and 13G; and (vi) amendments of each thereof, in accordance with the Securities Exchange Act of 1934, as amended, and the rules thereunder, including any attached documents;

(2) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4 or 5, Schedule 13D or 13G, or any amendment(s) thereto and timely file such form(s) with the SEC and any securities exchange, national association or similar authority; and

(3) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.

The undersigned hereby grants to each such attorney-in-fact, acting singly, full power and authority to do and perform any and every act and thing whatsoever requisite, necessary or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned’s responsibilities to comply with Section 16 or Regulation 13D-G of the Securities Exchange Act of 1934, as amended. The undersigned hereby agrees to indemnify the attorneys-in-fact and the Company from and against any demand, damage, loss, cost or expense arising from any false or misleading information provided by the undersigned to the attorneys-in-fact.

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file such forms with respect to the undersigned’s holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact. This Power of Attorney supersedes any prior power of attorney in connection with the undersigned’s capacity as an officer and/or director of the Company. This Power of Attorney shall expire as to any individual attorney-in-fact if such attorney-in-fact ceases to be an employee of the Company.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of February 14, 2024.

	/s/ Brian G. Atwood
	Signature

	Brian G. Atwood
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