0001213900-24-015028.txt : 20240216 0001213900-24-015028.hdr.sgml : 20240216 20240216193837 ACCESSION NUMBER: 0001213900-24-015028 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20240214 FILED AS OF DATE: 20240216 DATE AS OF CHANGE: 20240216 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: PHOENIX BIOTECH SPONSOR, LLC CENTRAL INDEX KEY: 0001870407 ORGANIZATION NAME: STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40877 FILM NUMBER: 24650187 BUSINESS ADDRESS: STREET 1: 2001 MARKET STREET STREET 2: SUITE 3400 CITY: PHILADELPHIA STATE: PA ZIP: 19103 BUSINESS PHONE: 2157319450 MAIL ADDRESS: STREET 1: 2001 MARKET STREET STREET 2: SUITE 3400 CITY: PHILADELPHIA STATE: PA ZIP: 19103 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 0001870407 PHOENIX BIOTECH SPONSOR, LLC 2201 BROADWAY, SUITE 705 OAKLAND CA 94612 0 0 1 0 0 Common Stock 2024-02-14 4 J 0 1125000 D 4171246 D Common Stock 2024-02-14 4 J 0 4171246 D 1000000 D Convertible Promissory Note 10.00 2024-02-14 4 M 0 0 0.00 D Common Stock 0 D Series A Convertible Preferred Stock 10.00 2024-02-14 4 M 0 1555 1000 A Common Stock 155500 1555 D Series A Convertible Preferred Stock 10.00 2024-02-14 4 J 0 1555 1000 D Common Stock 155500 0 D Warrants 11.5 2024-02-14 4 J 0 349998 0.00 D 2024-03-15 2029-02-14 Common Stock 349998 0 D Represents shares of Common Stock, Series A Preferred Stock or warrants, as applicable, distributed-in-kind by the reporting person to its members, pro rata and without consideration. Upon closing of the Issuer's initial 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. Represents shares of Common Stock forfeited to the Issuer for no consideration in connection with the Issuer's initial business combination. /s/ Chris Ehrlich 2024-02-16