PHOENIX BIOTECH SPONSOR, LLC 4

4 · CERO THERAPEUTICS HOLDINGS, INC. · Filed Feb 16, 2024

Form 4

Period: 2024-02-14

10% Owner

Transactions

Other
Series A Convertible Preferred Stock
2024-02-14$1000.00/sh−1,555$1,555,000→ 0 total
Exercise: $10.00→ Common Stock (155,500 underlying)
Other
Common Stock
2024-02-14−4,171,246→ 1,000,000 total
Exercise/Conversion
Convertible Promissory Note
2024-02-14−0→ 0 total
Exercise: $10.00→ Common Stock
Other
Common Stock
2024-02-14−1,125,000→ 4,171,246 total
Exercise/Conversion
Series A Convertible Preferred Stock
2024-02-14$1000.00/sh+1,555$1,555,000→ 1,555 total
Exercise: $10.00→ Common Stock (155,500 underlying)
Other
Warrants
2024-02-14−349,998→ 0 total
Exercise: $11.50From: 2024-03-15Exp: 2029-02-14→ Common Stock (349,998 underlying)

Footnotes (4)

[F1]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.
[F2]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.
[F3]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.
[F4]Represents shares of Common Stock forfeited to the Issuer for no consideration in connection with the Issuer's initial business combination.

Documents

1 file