| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | CERO | Common Stock | Other | -1.13M | -21.24% | 4.17M | Feb 14, 2024 | By Phoenix Biotech Sponsor, LLC | F2, F6 | ||
| transaction | CERO | Common Stock | Other | -4.17M | -80.66% | 1M | Feb 14, 2024 | By Phoenix Biotech Sponsor, LLC | F1, F2 | ||
| transaction | CERO | Common Stock | Other | +479K | 479K | Feb 14, 2024 | Direct | F1 | |||
| transaction | CERO | Common Stock | Other | +3.6K | 3.6K | Feb 14, 2024 | By Spouse | F1 |
| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Underlying Class | Amount | Exercise Price | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | CERO | Convertible Promissory Note | Options Exercise | $0 | 0 | $0.00* | 0 | Feb 14, 2024 | Common Stock | $10.00 | By Phoenix Biotech Sponsor, LLC | F2, F3 | ||
| transaction | CERO | Series A Convertible Preferred Stock | Options Exercise | $1.56M | +1.56K | $1,000.00* | 1.56K | Feb 14, 2024 | Common Stock | 156K | $10.00 | By Phoenix Biotech Sponsor, LLC | F2, F3, F4 | |
| transaction | CERO | Series A Convertible Preferred Stock | Other | -$1.56M | -1.56K | -100% | $1,000.00* | 0 | Feb 14, 2024 | Common Stock | 156K | $10.00 | By Phoenix Biotech Sponsor, LLC | F1, F2, F4 |
| transaction | CERO | Series A Convertible Preferred Stock | Award | $100K | +100 | $1,000.00* | 100 | Feb 14, 2024 | Common Stock | 10K | $10.00 | Direct | F4, F5 | |
| transaction | CERO | Series A Convertible Preferred Stock | Other | $175K | +175 | +175% | $1,000.00* | 275 | Feb 14, 2024 | Common Stock | 17.5K | $10.00 | Direct | F1, F4 |
| transaction | CERO | Warrants | Other | $0 | -350K | -100% | $0.00* | 0 | Feb 14, 2024 | Common Stock | 350K | $11.50 | By Phoenix Biotech Sponsor, LLC | F1, F2 |
| transaction | CERO | Warrants | Other | $0 | +5K | $0.00 | 5K | Feb 14, 2024 | Common Stock | 5K | $11.50 | Direct | F1 |
| Id | Content |
|---|---|
| F1 | Represents (a) shares of Common Stock, Series A Preferred Stock or warrants, as applicable, distributed-in-kind by Phoenix Biotech Sponsor, LLC (the "Sponsor") to its members without consideration and (b) shares of Common Stock issued by the Issuer to the Reporting Person in connection with the closing of the Issuer's business combination. |
| F2 | These securities are held directly by the Sponsor, which was previously managed by the reporting person. As of February 16, 2024, the reporting person was no longer the manager of the Sponsor. The reporting person disclaims beneficial ownership of these securities, except to the extent of his pecuniary interest therein, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for any other purpose. |
| F3 | Upon closing of the Issuer's business combination, the aggregate principal amount of the Convertible Promissory Note converted into shares of Series A Convertible Preferred Stock (the "Series A Preferred Stock") at a conversion price equal to $10.00. |
| F4 | 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 Series A Preferred Stock has no expiration date. |
| F5 | On February 14, 2024, the reporting person acquired 100 shares of 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, as amended. |
| F6 | Represents shares of Common Stock forfeited to the Issuer for no consideration in connection with the Issuer's initial business combination. |
Exhibit 24 - Power of Attorney.