M&A - CERO THERAPEUTICS HOLDINGS, INC.

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Form Type: 8-K

Filing Date: 2025-05-29

Corporate Action: Merger

Type: New

Accession Number: 000121390025048998

Filing Summary: On May 29, 2025, CERO Therapeutics Holdings, Inc. held its Annual Meeting of Stockholders where various proposals were voted on. Notably, stockholders approved an amendment to the equity incentive plan to increase the common stock shares available for issuance by an additional 2,000,000 shares. Furthermore, the stockholders approved a Corporate Amendment allowing a Reverse Stock Split of common stock at a ratio of one-for-two to one-for-twenty-five, with the Board determining the exact ratio, specifically set at one-for-twenty. This split will take effect at 12:01 a.m. ET on June 10, 2025. The meeting provided a quorum with approximately 52.2% of shares represented, addressing multiple proposals including the election of two Class I directors and the appointment of an independent registered public accounting firm for the fiscal year. The outcomes of these votes are critical for future corporate governance and financial structuring of the company.

Additional details:

Proposal Number: 1

Description: Charter Amendment to execute a Reverse Stock Split

Votes For: 2053797

Votes Against: 641284

Abstentions: 4142


Proposal Number: 2

Description: Approval of issuance of shares of Common Stock upon exercise of warrants from February 2025

Votes For: 1049454

Votes Against: 177299

Abstentions: 10515

Broker Non Votes: 1461955


Proposal Number: 3

Description: Approval of shares issuance upon conversion of Series D convertible preferred stock

Votes For: 1100570

Votes Against: 132491

Abstentions: 4207

Broker Non Votes: 1461955


Proposal Number: 4

Description: Increase in shares for the Equity Incentive Plan

Votes For: 1050462

Votes Against: 182619

Abstentions: 4187

Broker Non Votes: 1461955


Proposal Number: 6

Description: Ratification of appointment of Wolf & Company, P.C. as independent auditors

Directors: [{"name":"Michael Byrnes","votes_for":1169874,"votes_withheld":67394,"broker_non_votes":1461955},{"name":"Lindsey Rolfe, M.D.","votes_for":1169677,"votes_withheld":67591,"broker_non_votes":1461955}]

Votes For: 2517987

Votes Against: 164744

Abstentions: 16492


Form Type: 10-Q

Filing Date: 2025-05-15

Corporate Action: Merger

Type: Update

Accession Number: 000121390025044335

Filing Summary: Cero Therapeutics Holdings, Inc.'s quarterly report for the period ended March 31, 2025, includes significant updates regarding their financial performance post-merger. The report shows total current assets of $5,768,001 and total liabilities of $8,320,800, indicating a stockholders' deficit of $329,386. The statement highlights operational expenses totaling $4,950,531, primarily due to research and development costs of $2,907,827 and general administrative expenses of $2,042,704. The net loss for the quarter is reported at $5,105,931, leading to a comprehensive loss attributable to common shareholders of $5,454,158. The company also notes forward-looking statements related to future financial performance and drug candidate developments as part of their strategic objectives following the business combination that occurred in 2023. Key risks and uncertainties are acknowledged regarding the operational milestones and market responses to the business combination efforts.

Additional details:

Current Assets: 5768001


Total Liabilities: 8320800


Total Stockholders Deficit: 329386


Net Loss: 5105931


Operating Expenses: 4950531


Research And Development Expenses: 2907827


General And Administrative Expenses: 2042704


Loss From Operations: 4950531


Net Loss Attributable To Common Shareholders: 5454158


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