0001213900-24-015026.txt : 20240216 0001213900-24-015026.hdr.sgml : 20240216 20240216193706 ACCESSION NUMBER: 0001213900-24-015026 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: Ehrlich Christopher B CENTRAL INDEX KEY: 0001293973 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40877 FILM NUMBER: 24650182 MAIL ADDRESS: STREET 1: 499 ILLINOIS STREET, SUITE 200 CITY: SAN FRANCISCO STATE: CA ZIP: 94158 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 0001293973 Ehrlich Christopher B CERO THERAPEUTICS HOLDINGS, INC. 201 HASKINS WAY, SUITE 230 SOUTH SAN FRANCISCO CA 94080 1 0 0 0 0 Common Stock 2024-02-14 4 J 0 1125000 D 4171246 I By Phoenix Biotech Sponsor, LLC Common Stock 2024-02-14 4 J 0 4171246 D 1000000 I By Phoenix Biotech Sponsor, LLC Common Stock 2024-02-14 4 J 0 478825 A 478825 D Common Stock 2024-02-14 4 J 0 3600 A 3600 I By Spouse Convertible Promissory Note 10.00 2024-02-14 4 M 0 0 0.00 D Common Stock 0 I By Phoenix Biotech Sponsor, LLC Series A Convertible Preferred Stock 10.00 2024-02-14 4 M 0 1555 1000 A Common Stock 155500 1555 I By Phoenix Biotech Sponsor, LLC Series A Convertible Preferred Stock 10.00 2024-02-14 4 J 0 1555 1000 D Common Stock 155500 0 I By Phoenix Biotech Sponsor, LLC Series A Convertible Preferred Stock 10.00 2024-02-14 4 A 0 100 1000 A Common Stock 10000 100 D Series A Convertible Preferred Stock 10.00 2024-02-14 4 J 0 175 1000 A Common Stock 17500 275 D Warrants 11.5 2024-02-14 4 J 0 349998 0.00 D 2024-03-15 2029-02-14 Common Stock 349998 0 I By Phoenix Biotech Sponsor, LLC Warrants 11.5 2024-02-14 4 J 0 5000 0.00 A 2024-03-15 2029-02-14 Common Stock 5000 5000 D Represents (a) shares of Common Stock, Series A Preferred Stock or warrants, as applicable, distributed-in-kind by Phoenix Biotech Sponsor, LLC (the "Sponsor") to its members without consideration and (b) shares of Common Stock issued by the Issuer to the Reporting Person in connection with the closing of the Issuer's business combination. These securities are held directly by the Sponsor, which was previously managed by the reporting person. As of February 16, 2024, the reporting person was no longer the manager of the Sponsor. The reporting person disclaims beneficial ownership of these securities, except to the extent of his pecuniary interest therein, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for any other purpose. Upon closing of the Issuer's business combination, the aggregate principal amount of the Convertible Promissory Note converted into shares of Series A Convertible Preferred Stock (the "Series A Preferred Stock") at a conversion price equal to $10.00. 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 Series A Preferred Stock has no expiration date. On February 14, 2024, the reporting person acquired 100 shares of 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, as amended. Represents shares of Common Stock forfeited to the Issuer for no consideration in connection with the Issuer's initial business combination. Exhibit 24 - Power of Attorney. /s/ Charles Carter, Attorney-in-Fact 2024-02-16 EX-24 2 ea193950ex24_cerotherap.htm POWER OF ATTORNEY

Exhibit 24

LIMITED POWER OF ATTORNEY

The undersigned hereby constitutes and appoints each of Brian G. Atwood and Charles Carter, signing singly, and with full power of substitution, 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 16, 2024.

	/s/ Chris Ehrlich
	Signature

	Chris Ehrlich
	Print Name