M&A - CERO THERAPEUTICS HOLDINGS, INC.
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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