4//SEC Filing
Ehrlich Christopher B 4
Accession 0001213900-24-015026
CIK 0001870404other
Filed
Feb 15, 7:00 PM ET
Accepted
Feb 16, 7:37 PM ET
Size
35.1 KB
Accession
0001213900-24-015026
Insider Transaction Report
Form 4
Ehrlich Christopher B
DirectorChairman and CEO
Transactions
- Other
Common Stock
2024-02-14−1,125,000→ 4,171,246 total(indirect: By LLC) - Other
Common Stock
2024-02-14+3,600→ 3,600 total(indirect: By Spouse) - Other
Series A Convertible Preferred Stock
2024-02-14$1000.00/sh+175$175,000→ 275 totalExercise: $10.00→ Common Stock (17,500 underlying) - Other
Common Stock
2024-02-14+478,825→ 478,825 total - Award
Series A Convertible Preferred Stock
2024-02-14$1000.00/sh+100$100,000→ 100 totalExercise: $10.00→ Common Stock (10,000 underlying) - Other
Warrants
2024-02-14+5,000→ 5,000 totalExercise: $11.50From: 2024-03-15Exp: 2029-02-14→ Common Stock (5,000 underlying) - Other
Common Stock
2024-02-14−4,171,246→ 1,000,000 total(indirect: By LLC) - Exercise/Conversion
Convertible Promissory Note
2024-02-14−0→ 0 total(indirect: By LLC)Exercise: $10.00→ Common Stock - Exercise/Conversion
Series A Convertible Preferred Stock
2024-02-14$1000.00/sh+1,555$1,555,000→ 1,555 total(indirect: By LLC)Exercise: $10.00→ Common Stock (155,500 underlying) - Other
Series A Convertible Preferred Stock
2024-02-14$1000.00/sh−1,555$1,555,000→ 0 total(indirect: By LLC)Exercise: $10.00→ Common Stock (155,500 underlying) - Other
Warrants
2024-02-14−349,998→ 0 total(indirect: By LLC)Exercise: $11.50From: 2024-03-15Exp: 2029-02-14→ Common Stock (349,998 underlying)
Footnotes (6)
- [F1]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.
- [F2]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.
- [F3]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.
- [F4]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.
- [F5]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.
- [F6]Represents shares of Common Stock forfeited to the Issuer for no consideration in connection with the Issuer's initial business combination.
Issuer
CERO THERAPEUTICS HOLDINGS, INC.
CIK 0001870404
Entity typeother
Related Parties
1- filerCIK 0001293973
Filing Metadata
- Form type
- 4
- Filed
- Feb 15, 7:00 PM ET
- Accepted
- Feb 16, 7:37 PM ET
- Size
- 35.1 KB