| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| holding | CERO | Common Stock | 405K | Feb 14, 2024 | Direct | ||||||
| holding | CERO | Common Stock | 278K | Feb 14, 2024 | Direct | F1 | |||||
| holding | CERO | Common Stock | 3.4K | Feb 14, 2024 | Elizabeth Corey | F2 | |||||
| holding | CERO | Common Stock | 273 | Feb 14, 2024 | Elizabeth Corey | F2, F5 | |||||
| holding | CERO | Common Stock | 3.4K | Feb 14, 2024 | Daniel Corey as legal guardian of Hannah Margaret Corey, a minor child | F3 | |||||
| holding | CERO | Common Stock | 273 | Feb 14, 2024 | Daniel Corey as legal guardian of Hannah Margaret Corey, a minor child | F3, F5 | |||||
| holding | CERO | Common Stock | 3.4K | Feb 14, 2024 | Daniel Corey as legal guardian of Owen Griffin Corey, a minor child | F4 | |||||
| holding | CERO | Common Stock | 273 | Feb 14, 2024 | Daniel Corey as legal guardian of Owen Griffin Corey, a minor child | F4, F5 |
| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Underlying Class | Amount | Exercise Price | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| holding | CERO | Series A Convertible Preferred Stock | Feb 14, 2024 | Common Stock | 15K | $10.00 | Direct | F6 |
| Id | Content |
|---|---|
| F1 | 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) 15,050 shares shall vest 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) 15,050 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) 6,020 shares shall vest upon a change of control; and (iv) 241,748 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 |
| F2 | The reporting person is the spouse of Elizabeth Corey and has shared voting and disposition power with respect to the shares owned by Elizabeth Corey. |
| F3 | The reporting person is the trustee of Daniel Corey as legal guardian of Hannah Margaret Corey, a minor child (the "Hannah Trust") and has sole voting and disposition power with respect to the shares owned by the Hannah Trust. |
| F4 | The reporting person is the trustee of Daniel Corey as legal guardian of Owen Griffin Corey, a minor child (the "Owen Trust") and has sole voting and disposition power with respect to the shares owned by the Owen Trust. |
| F5 | Represents earnout shares, each of which consist of one share of Common Stock, subject to forfeiture if certain vesting conditions are not satisfied. The earnout shares vest as follows: (i) 114 shares shall vest if the 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) 114 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) 45 shares shall vest upon a change of control. If the vesting conditions are not met prior to February 14, 2028, the earnout shares will be cancelled. |
| F6 | Each share of Series A Convertible Preferred Stock (the "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. |
Exhibit 24 - Power of Attorney. Effective immediately after the Effective Time as defined in that certain Business Combination Agreement dated as of June 4, 2023, as amended, by and among the Issuer (f/k/a Phoenix Biotech Acquisition Corp.), CERo Therapeutics, Inc. and PBCE Merger Sub, Inc. (the "Business Combination Agreement"), the reporting person became a director and an executive officer of the Issuer.