| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | CERO | Common Stock | Other | +100,527 | 100,527 | 14 Feb 2024 | Atwood-Edminster Trust dtd 4-2-2000 | F2, F3 | |||
| transaction | CERO | Common Stock | Other | +148,208 | +147% | 248,735 | 14 Feb 2024 | Atwood-Edminster Trust dtd 4-2-2000 | F1, F3 |
| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Underlying Class | Amount | Exercise Price | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | CERO | Series A Convertible Preferred Stock | Award | $1,002,000 | +1,002 | $1000.00* | 1,002 | 14 Feb 2024 | Common Stock | 100,200 | $10.00 | Atwood-Edminster Trust dtd 4-2-2000 | F3, F4 | |
| transaction | CERO | Stock Option (Right to Buy) | Award | $0 | +13,857 | $0.000000 | 13,857 | 14 Feb 2024 | Common Stock | 13,857 | $5.28 | Atwood-Edminster Trust dtd 4-2-2000 | F3, F5 |
| Id | Content |
|---|---|
| F1 | Represents shares of Common Stock issued to the Atwood-Edminster Trust (as defined below) in connection with the Issuer's business combination consummated on February 14, 2024. |
| F2 | 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) 33,045 shares 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) 33,045 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) 13,218 shares shall vest upon a change of control; and (iv) 28,601 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. |
| F3 | The reporting person is the trustee of the Atwood-Edminster Trust dtd 4-2-2000 (the "Atwood-Edminster Trust") and has sole voting and disposition power with respect to the shares owned by the Atwood-Edminster Trust. |
| F4 | On February 14, 2024, the Atwood-Edminster Trust acquired 1,002 shares of Series A Convertible Preferred Stock (the "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. 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 "Conversion Price"). The Series A Preferred Stock has no expiration date. |
| F5 | Represents an option to purchase the Issuer's Common Stock that was converted from the then outstanding CERo Therapeutics, Inc. option immediately prior to the consummation of the Issuer's business combination. The option is fully vested. |
The Form 4 initially filed on February 16, 2024 (the "Initial Form 4") inadvertently omitted the stock options held by the Reporting Person. Table II has been updated.