4/A//SEC Filing
ATWOOD BRIAN G 4/A
Accession 0001213900-24-021525
CIK 0001870404other
Filed
Mar 10, 8:00 PM ET
Accepted
Mar 11, 7:23 PM ET
Size
14.2 KB
Accession
0001213900-24-021525
Insider Transaction Report
Form 4/AAmended
ATWOOD BRIAN G
Director
Transactions
- Other
Common Stock
2024-02-14+100,527→ 100,527 total(indirect: By Trust) - Other
Common Stock
2024-02-14+148,208→ 248,735 total(indirect: By Trust) - Award
Series A Convertible Preferred Stock
2024-02-14$1000.00/sh+1,002$1,002,000→ 1,002 total(indirect: By Trust)Exercise: $10.00→ Common Stock (100,200 underlying) - Award
Stock Option (Right to Buy)
2024-02-14+13,857→ 13,857 total(indirect: By Trust)Exercise: $5.28Exp: 2030-12-27→ Common Stock (13,857 underlying)
Footnotes (5)
- [F1]Represents shares of Common Stock issued to the Atwood-Edminster Trust (as defined below) in connection with the Issuer's business combination consummated on February 14, 2024.
- [F2]Represents earnout shares, each of which consist of one share of the Issuer's Common Stock, subject to forfeiture if certain vesting conditions are not satisfied. The earnout shares vest as follows: (i) 33,045 shares if the volume weighted average price ("VWAP") of the Common Stock for at least 20 of any 30 consecutive trading days following February 14, 2024 equals or exceeds the lesser of (x) $12.50 or (y) 125% of the then applicable conversion price; (ii) 33,045 shares shall vest if the VWAP for at least 20 of any 30 consecutive trading days following February 14, 2024 equals or exceeds the lesser of (x) $15.00 or (y) 150% of the then applicable conversion price; (iii) 13,218 shares shall vest upon a change of control; and (iv) 28,601 shares shall vest upon the Issuer's submission of an IND application to the FDA. If the vesting conditions are not met prior to February 14, 2028, the earnout shares will be cancelled.
- [F3]The reporting person is the trustee of the Atwood-Edminster Trust dtd 4-2-2000 (the "Atwood-Edminster Trust") and has sole voting and disposition power with respect to the shares owned by the Atwood-Edminster Trust.
- [F4]On February 14, 2024, the Atwood-Edminster Trust acquired 1,002 shares of Series A Convertible Preferred Stock (the "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. 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 "Conversion Price"). The Series A Preferred Stock has no expiration date.
- [F5]Represents an option to purchase the Issuer's Common Stock that was converted from the then outstanding CERo Therapeutics, Inc. option immediately prior to the consummation of the Issuer's business combination. The option is fully vested.
Documents
Issuer
CERO THERAPEUTICS HOLDINGS, INC.
CIK 0001870404
Entity typeother
Related Parties
1- filerCIK 0001266567
Filing Metadata
- Form type
- 4/A
- Filed
- Mar 10, 8:00 PM ET
- Accepted
- Mar 11, 7:23 PM ET
- Size
- 14.2 KB