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