IPO - CERO THERAPEUTICS HOLDINGS, INC.

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Form Type: S-1/A

Filing Date: 2025-02-05

Corporate Action: Ipo

Type: Update

Accession Number: 000121390025010230

Filing Summary: Cero Therapeutics Holdings, Inc. filed an amendment to their registration statement on Form S-1 as part of their initial public offering process. The company is offering a total of up to 4,000,000 shares of common stock along with pre-funded warrants and common warrants, with each common stock share paired with an accompanying warrant to purchase additional shares. Specifically, they're offering 4,000,000 pre-funded warrants which allow buyers to acquire shares without exceeding a certain ownership percentage. The assumed public offering price is set at $2.00 per share based on the closing price prior to the filing. Following a reverse stock split executed on January 8, 2025, there are 4,263,026 shares outstanding on a fully diluted basis. The offering will terminate on February 15, 2025, unless cancelled earlier by the company. They are also subject to reduced public company reporting requirements due to their classification as an emerging growth company. The placement agent for this offering is A.G.P./Alliance Global Partners, agreeing to assist in selling the offered securities without purchasing them themselves. The company emphasizes the associated risks of investing and cautions potential investors about uncertainty regarding the successful completion of the offering.

Document Link: View Document

Additional details:

Common Stock Offered: 4000000


Pre Funded Warrants Offered: 4000000


Common Warrants Offered: 4000000


Total Warrants Exercisable: 8000000


Assumed Public Offering Price: 2.00


Offering Termination Date: 2025-02-15


Reverse Stock Split Effective Date: 2025-01-08


Fully Diluted Shares Outstanding: 4263026


Non Affiliate Shares: 3953972


Common Stock Symbol: CERO


Public Warrants Symbol: CEROW


Form Type: CORRESP

Filing Date: 2025-01-31

Corporate Action: Ipo

Type: New

Accession Number: 000121390025008639

Filing Summary: CERO Therapeutics Holdings, Inc. has submitted a request for the acceleration of the effective date of their registration statement on Form S-1 (File No. 333-284007) to February 3, 2025, at 9:15 a.m. Eastern Time. The company is seeking to expedite the registration process in accordance with Rule 461 under the Securities Act of 1933. The request will allow the registration statement to become effective sooner, enabling the company to proceed with its planned public offering. The company has instructed that once the registration statement is effective, confirmation is to be communicated to their legal counsel at Goodwin Procter LLP. Additionally, they have requested a written order from the SEC confirming the effective time and date be sent to their counsel.

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Additional details:

Registration Statement File No: 333-284007


Requested Date: 2025-02-03


Requested Time: 9:15 AM Eastern Time


Contact Person: Jeffrey Letalien


Contact Phone: (212) 459-7203


Counsel Firm: Goodwin Procter LLP


Form Type: S-1/A

Filing Date: 2025-01-21

Corporate Action: Ipo

Type: Update

Accession Number: 000121390025004742

Filing Summary: Cero Therapeutics Holdings, Inc. is amending their Form S-1 to register for an initial public offering (IPO) of up to 4,000,000 shares of Common Stock, accompanied by Pre-Funded Warrants and Common Warrants, with a proposed initial public offering price per share and associated warrants being determined at a later date. The Pre-Funded Warrants will allow certain purchasers to exceed ownership thresholds without violating SEC regulations. The offering aims to commence from the effective registration statement date and is set to conclude by February 15, 2025. The document also notes a reverse stock split that took place on January 8, 2025, adjusting the outstanding shares and ownership percentages accordingly. Cero's existing public warrants are listed under a different symbol on Nasdaq, and the company is identified as an emerging growth company, subject to reduced reporting requirements. The risk factors and detailed information about the financial condition and business management are included within the prospectus, highlighting the undertaking's speculative nature and the variables that may influence investor outcomes.

Document Link: View Document

Additional details:

Offering Size: 4,000,000 shares of Common Stock


Warrant Type: Pre-Funded Warrants


Warrant Exercise Price: $0.001


Common Warrant Exercise Price: $2.34


Reverse Stock Split Ratio: 1-for-100


Last Price Common Stock: $2.34


Last Price Public Warrant: $0.0153


Market Symbol Common Stock: CERO


Market Symbol Public Warrant: CEROW


Termination Date Offering: 2025-02-15


Number Of Shares Outstanding: 4,263,026


Percentage Non Affiliate Shares: approximately 67%


Placement Agent: JonesTrading Institutional Services LLC


Form Type: S-1

Filing Date: 2024-12-23

Corporate Action: Ipo

Type: New

Accession Number: 000121390024111475

Filing Summary: Cero Therapeutics Holdings, Inc. filed a Registration Statement under the Securities Act of 1933 on December 20, 2024, to register shares of its common stock along with pre-funded warrants and common warrants. The offering includes up to a specified number of shares of common stock and associated warrants for purchase, aimed at prospective investors, including those wishing to adhere to ownership limits. Notably, the offering is designed to commence after the Registration Statement becomes effective, with various terms related to the sale of these securities, including pricing and exercisability of warrants. The filing also indicates the company’s status as an emerging growth company and outlines terms regarding the placement agent and the lack of minimum offering requirements, which carries implications for potential proceeds. Risk factors associated with investing in these securities are also highlighted, encouraging potential investors to review all relevant disclosures in the prospectus.

Document Link: View Document

Additional details:

About This Prospectus: The information contained in this prospectus is to be relied upon for decisions regarding securities offered.


Market And Industry Information: Certain market data contained in this document is based on third-party studies and other market research.


Plan Of Distribution: Details the engagements and fees associated with the placement agent.


Risk Factors: Investing in the company's securities involves significant risks.


Description Of Securities: Outlines the nature and terms of the various securities being offered.


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