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CERO

CERO THERAPEUTICS HOLDINGS, INC.

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8622
SEC CIK
0001870404
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95

Last 12 months

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0 purchase rows · 0 sale rows

Disclosed non-derivative P/S rows, by transaction month. Includes amendments and private transactions.
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MonthPurchasesSales
Nov 202500
Dec 202500
Jan 202600
Feb 202600
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Purchases/sales include open-market and private transactions. Plan disclosure applies to the filing; individual rows may differ. “Not disclosed” is not “unplanned.”

The cutoff filters transaction history only. Company summaries and owner relationships show the latest available disclosures. Parser corrections can improve historical records.

Transaction dateOwner / reported roleActivity / securityShares / unitsReported priceReported valueDetails
September 30, 2024 Filed Oct 2, 2024 21:53 UTC
Ehrlich Christopher BDirector · Interim Chairman and CEO
Disposition to issuerStock Option (Right to Buy) · Derivative 572,182 $0.00 Strike: $1.77 $0.00
Disclosure

SEC source: 0001213900-24-084830 · ownership.xml · derivative · entry 4

Ehrlich Christopher B · CIK 0001293973 · Director · Interim Chairman and CEO

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 0

Underlying: Common Stock · 572,182 shares

Expires 2034-03-24

F2 · kind: Represents the forfeiture of employee stock options in connection with the Reporting Person's appointment as Chief Executive Officer of the Issuer.

F2 · derivative.exercise_date: Represents the forfeiture of employee stock options in connection with the Reporting Person's appointment as Chief Executive Officer of the Issuer.

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September 30, 2024 Filed Oct 2, 2024 21:52 UTC Disposition to issuerStock Option (Right to Buy) · Derivative 1,317,956 $0.00 Strike: $1.77 $0.00
Disclosure

SEC source: 0001213900-24-084829 · ownership.xml · derivative · entry 5

ATWOOD BRIAN G · CIK 0001266567 · Director

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 0

Underlying: Common Stock · 1,317,956 shares

Expires 2034-03-24

F3 · kind: Represents the forfeiture of employee stock options in connection with the Reporting Person's resignation as Chief Executive Officer of the Issuer.

F3 · derivative.exercise_date: Represents the forfeiture of employee stock options in connection with the Reporting Person's resignation as Chief Executive Officer of the Issuer.

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September 30, 2024 Filed Oct 2, 2024 21:52 UTC Disposition to issuerStock Option (Right to Buy) · Derivative 13,857 $0.00 Strike: $5.28 $0.00
Disclosure

SEC source: 0001213900-24-084829 · ownership.xml · derivative · entry 4

ATWOOD BRIAN G · CIK 0001266567 · Director

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 0

Underlying: Common Stock · 13,857 shares

Expires 2030-12-27

F3 · kind: Represents the forfeiture of employee stock options in connection with the Reporting Person's resignation as Chief Executive Officer of the Issuer.

F3 · derivative.exercise_date: Represents the forfeiture of employee stock options in connection with the Reporting Person's resignation as Chief Executive Officer of the Issuer.

Read SEC document
September 25, 2024 Filed Oct 3, 2024 01:53 UTC Exercise / conversionSeries A Convertible Preferred Stock · Derivative 50 $1,000.00 $50,000.00
Disclosure

SEC source: 0001213900-24-084831 · ownership.xml · derivative · entry 3

LAPORTE KATHLEEN · CIK 0001196201 · Director

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 0

Underlying: Common Stock · 965,997 shares

Expires not disclosed

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · derivative.exercise_price: On September 25, 2024, the Reporting Person converted an aggregate of 50 shares of Series A Preferred Stock into 965,997 shares of Common Stock. 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 of $1.00. As a result of various adjustments in the terms of the Series A Preferred Stock, each $1,000 of Series A Preferred Stock was converted into 19,320 shares of common stock. The Series A Preferred Stock has no expiration date.

F1 · kind: On September 25, 2024, the Reporting Person converted an aggregate of 50 shares of Series A Preferred Stock into 965,997 shares of Common Stock. 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 of $1.00. As a result of various adjustments in the terms of the Series A Preferred Stock, each $1,000 of Series A Preferred Stock was converted into 19,320 shares of common stock. The Series A Preferred Stock has no expiration date.

F1 · derivative.exercise_date: On September 25, 2024, the Reporting Person converted an aggregate of 50 shares of Series A Preferred Stock into 965,997 shares of Common Stock. 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 of $1.00. As a result of various adjustments in the terms of the Series A Preferred Stock, each $1,000 of Series A Preferred Stock was converted into 19,320 shares of common stock. The Series A Preferred Stock has no expiration date.

F1 · derivative.expiration_date: On September 25, 2024, the Reporting Person converted an aggregate of 50 shares of Series A Preferred Stock into 965,997 shares of Common Stock. 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 of $1.00. As a result of various adjustments in the terms of the Series A Preferred Stock, each $1,000 of Series A Preferred Stock was converted into 19,320 shares of common stock. The Series A Preferred Stock has no expiration date.

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September 25, 2024 Filed Oct 3, 2024 01:53 UTC Exercise / conversionCommon Stock 965,997 Not disclosed Not disclosed
Disclosure

SEC source: 0001213900-24-084831 · ownership.xml · nonDerivative · entry 1

LAPORTE KATHLEEN · CIK 0001196201 · Director

10b5-1 filing: No plan indicated

Ownership: Indirect · By the Kathleen LaPorte Revocable Trust

Disclosed balance after: 965,997

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · kind: On September 25, 2024, the Reporting Person converted an aggregate of 50 shares of Series A Preferred Stock into 965,997 shares of Common Stock. 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 of $1.00. As a result of various adjustments in the terms of the Series A Preferred Stock, each $1,000 of Series A Preferred Stock was converted into 19,320 shares of common stock. The Series A Preferred Stock has no expiration date.

F1 · price: On September 25, 2024, the Reporting Person converted an aggregate of 50 shares of Series A Preferred Stock into 965,997 shares of Common Stock. 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 of $1.00. As a result of various adjustments in the terms of the Series A Preferred Stock, each $1,000 of Series A Preferred Stock was converted into 19,320 shares of common stock. The Series A Preferred Stock has no expiration date.

F2 · ownership.nature: The reporting person is the trustee of the Kathleen LaPorte Revocable Trust (the "Trust") and has sole voting and disposition power with respect to the shares owned by the Trust.

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September 25, 2024 Filed Oct 2, 2024 21:53 UTC
Ehrlich Christopher BDirector · Interim Chairman and CEO
Exercise / conversionSeries A Convertible Preferred Stock · Derivative 275 $1,000.00 $275,000.00
Disclosure

SEC source: 0001213900-24-084830 · ownership.xml · derivative · entry 3

Ehrlich Christopher B · CIK 0001293973 · Director · Interim Chairman and CEO

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 0

Underlying: Common Stock · 5,312,983 shares

Expires not disclosed

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · derivative.exercise_price: On September 25, 2024, the Reporting Person converted an aggregate of 275 shares of Series A Preferred Stock into 5,312,983 shares of Common Stock. 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 of $1.00. As a result of various adjustments in the terms of the Series A Preferred Stock, each $1,000 of Series A Preferred Stock was converted into 19,320 shares of common stock. The Series A Preferred Stock has no expiration date.

F1 · kind: On September 25, 2024, the Reporting Person converted an aggregate of 275 shares of Series A Preferred Stock into 5,312,983 shares of Common Stock. 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 of $1.00. As a result of various adjustments in the terms of the Series A Preferred Stock, each $1,000 of Series A Preferred Stock was converted into 19,320 shares of common stock. The Series A Preferred Stock has no expiration date.

F1 · derivative.exercise_date: On September 25, 2024, the Reporting Person converted an aggregate of 275 shares of Series A Preferred Stock into 5,312,983 shares of Common Stock. 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 of $1.00. As a result of various adjustments in the terms of the Series A Preferred Stock, each $1,000 of Series A Preferred Stock was converted into 19,320 shares of common stock. The Series A Preferred Stock has no expiration date.

F1 · derivative.expiration_date: On September 25, 2024, the Reporting Person converted an aggregate of 275 shares of Series A Preferred Stock into 5,312,983 shares of Common Stock. 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 of $1.00. As a result of various adjustments in the terms of the Series A Preferred Stock, each $1,000 of Series A Preferred Stock was converted into 19,320 shares of common stock. The Series A Preferred Stock has no expiration date.

Read SEC document
September 25, 2024 Filed Oct 2, 2024 21:53 UTC
Ehrlich Christopher BDirector · Interim Chairman and CEO
Exercise / conversionCommon Stock 5,312,983 Not disclosed Not disclosed
Disclosure

SEC source: 0001213900-24-084830 · ownership.xml · nonDerivative · entry 1

Ehrlich Christopher B · CIK 0001293973 · Director · Interim Chairman and CEO

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 5,791,808

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · kind: On September 25, 2024, the Reporting Person converted an aggregate of 275 shares of Series A Preferred Stock into 5,312,983 shares of Common Stock. 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 of $1.00. As a result of various adjustments in the terms of the Series A Preferred Stock, each $1,000 of Series A Preferred Stock was converted into 19,320 shares of common stock. The Series A Preferred Stock has no expiration date.

F1 · price: On September 25, 2024, the Reporting Person converted an aggregate of 275 shares of Series A Preferred Stock into 5,312,983 shares of Common Stock. 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 of $1.00. As a result of various adjustments in the terms of the Series A Preferred Stock, each $1,000 of Series A Preferred Stock was converted into 19,320 shares of common stock. The Series A Preferred Stock has no expiration date.

Read SEC document
September 25, 2024 Filed Oct 2, 2024 21:52 UTC Exercise / conversionSeries A Convertible Preferred Stock · Derivative 1,002 $1,000.00 $1,002,000.00
Disclosure

SEC source: 0001213900-24-084829 · ownership.xml · derivative · entry 3

ATWOOD BRIAN G · CIK 0001266567 · Director

10b5-1 filing: No plan indicated

Ownership: Indirect · Atwood-Edminster Trust dtd 4-2-2000

Disclosed balance after: 0

Underlying: Common Stock · 19,358,578 shares

Expires not disclosed

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · derivative.exercise_price: On September 25, 2024, the Reporting Person converted an aggregate of 1,002 shares of Series A Preferred Stock into 19,358,578 shares of Common Stock. 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 of $1.00. As a result of various adjustments in the terms of the Series A Preferred Stock, each $1,000 of Series A Preferred Stock was converted into 19,320 shares of common stock. The Series A Preferred Stock has no expiration date.

F1 · kind: On September 25, 2024, the Reporting Person converted an aggregate of 1,002 shares of Series A Preferred Stock into 19,358,578 shares of Common Stock. 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 of $1.00. As a result of various adjustments in the terms of the Series A Preferred Stock, each $1,000 of Series A Preferred Stock was converted into 19,320 shares of common stock. The Series A Preferred Stock has no expiration date.

F1 · derivative.exercise_date: On September 25, 2024, the Reporting Person converted an aggregate of 1,002 shares of Series A Preferred Stock into 19,358,578 shares of Common Stock. 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 of $1.00. As a result of various adjustments in the terms of the Series A Preferred Stock, each $1,000 of Series A Preferred Stock was converted into 19,320 shares of common stock. The Series A Preferred Stock has no expiration date.

F1 · derivative.expiration_date: On September 25, 2024, the Reporting Person converted an aggregate of 1,002 shares of Series A Preferred Stock into 19,358,578 shares of Common Stock. 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 of $1.00. As a result of various adjustments in the terms of the Series A Preferred Stock, each $1,000 of Series A Preferred Stock was converted into 19,320 shares of common stock. The Series A Preferred Stock has no expiration date.

F2 · ownership.nature: 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.

Read SEC document
September 25, 2024 Filed Oct 2, 2024 21:52 UTC Exercise / conversionCommon Stock 19,358,578 Not disclosed Not disclosed
Disclosure

SEC source: 0001213900-24-084829 · ownership.xml · nonDerivative · entry 1

ATWOOD BRIAN G · CIK 0001266567 · Director

10b5-1 filing: No plan indicated

Ownership: Indirect · Atwood-Edminster Trust dtd 4-2-2000

Disclosed balance after: 19,607,313

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · kind: On September 25, 2024, the Reporting Person converted an aggregate of 1,002 shares of Series A Preferred Stock into 19,358,578 shares of Common Stock. 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 of $1.00. As a result of various adjustments in the terms of the Series A Preferred Stock, each $1,000 of Series A Preferred Stock was converted into 19,320 shares of common stock. The Series A Preferred Stock has no expiration date.

F1 · price: On September 25, 2024, the Reporting Person converted an aggregate of 1,002 shares of Series A Preferred Stock into 19,358,578 shares of Common Stock. 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 of $1.00. As a result of various adjustments in the terms of the Series A Preferred Stock, each $1,000 of Series A Preferred Stock was converted into 19,320 shares of common stock. The Series A Preferred Stock has no expiration date.

F2 · ownership.nature: 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.

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September 25, 2024 Filed Nov 20, 2024 16:04 UTC SaleCommon Stock, $0.0001 par value per share 532,486 $0.10 $55,538.29
Disclosure

SEC source: 0001753926-24-001975 · ownership.xml · nonDerivative · entry 1

SLOAN STUART M · CIK 0001215280 · 10% owner

10b5-1 filing: No plan indicated

Ownership: Indirect · By SMS Revocable Trust

Disclosed balance after: 21,067,956

F1 · price: This transaction was executed in multiple trades. the price reported above reflects the average purchase price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transactions were effected.

F2 · ownership.nature: The shares of Common Stock are held of record and beneficially by SMS Revocable Trust. Stuart Sloan is the sole grantor and trustee of SMS Revocable Trust.

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June 28, 2024 Filed Jul 1, 2024 20:01 UTC
Carter Charles RossChief Financial Officer
GrantStock Option (Right to Buy) · Derivative 100,000 $0.00 Strike: $0.30 $0.00
Disclosure

SEC source: 0001213900-24-057868 · ownership.xml · derivative · entry 1

Carter Charles Ross · CIK 0001779359 · Chief Financial Officer

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 100,000

Underlying: Common Stock · 100,000 shares

Expires 2034-06-28

F1 · derivative.exercise_date: All of the shares underlying this option will vest on the date of the acceptance of an Investigational New Drug application by the U.S. Food and Drug Administration, subject to the Reporting Person's continued service on such vesting date.

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March 25, 2024 Filed Mar 28, 2024 01:28 UTC GrantStock Option (Right to Buy) · Derivative 112,500 $0.00 Strike: $1.77 $0.00
Disclosure

SEC source: 0001213900-24-026822 · ownership.xml · derivative · entry 1

LAPORTE KATHLEEN · CIK 0001196201 · Director

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 112,500

Underlying: Common Stock · 112,500 shares

Expires 2034-03-24

F1 · derivative.exercise_date: The shares underlying this option vest in thirty-six (36) monthly installments following the grant date, subject to the Reporting Person's continued service on each such vesting date.

Read SEC document
March 25, 2024 Filed Mar 27, 2024 21:27 UTC
Corey DanielDirector · Chief Technical Officer
GrantStock Option (Right to Buy) · Derivative 856,671 $0.00 Strike: $1.77 $0.00
Disclosure

SEC source: 0001213900-24-026820 · ownership.xml · derivative · entry 1

Corey Daniel · CIK 0002011547 · Director · Chief Technical Officer

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 856,671

Underlying: Common Stock · 856,671 shares

Expires 2034-03-24

F1 · derivative.exercise_date: The shares underlying this option shall vest as follows: 395,387 shares are immediately vested and exercisable, and the remainder shall vest in forty-eight (48) monthly installments following the grant date, subject to the Reporting Person's continued service on each such vesting date.

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March 25, 2024 Filed Mar 28, 2024 01:26 UTC
Carter Charles RossChief Financial Officer
GrantStock Option (Right to Buy) · Derivative 395,387 $0.00 Strike: $1.77 $0.00
Disclosure

SEC source: 0001213900-24-026818 · ownership.xml · derivative · entry 1

Carter Charles Ross · CIK 0001779359 · Chief Financial Officer

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 395,387

Underlying: Common Stock · 395,387 shares

Expires 2034-03-24

F1 · derivative.exercise_date: The shares underlying this option vest in forty-eight (48) monthly installments following the grant date, subject to the Reporting Person's continued service on each such vesting date.

Read SEC document
March 25, 2024 Filed Mar 27, 2024 21:27 UTC GrantStock Option (Right to Buy) · Derivative 572,182 $0.00 Strike: $1.77 $0.00
Disclosure

SEC source: 0001213900-24-026821 · ownership.xml · derivative · entry 1

Ehrlich Christopher B · CIK 0001293973 · Director

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 572,182

Underlying: Common Stock · 572,182 shares

Expires 2034-03-24

F1 · derivative.exercise_date: The shares underlying this option vest in forty-eight (48) monthly installments following the grant date, subject to the Reporting Person's continued service on each such vesting date.

Read SEC document
March 25, 2024 Filed Mar 27, 2024 21:24 UTC
ATWOOD BRIAN GDirector · Chief Executive Officer
GrantStock Option (Right to Buy) · Derivative 1,317,956 $0.00 Strike: $1.77 $0.00
Disclosure

SEC source: 0001213900-24-026814 · ownership.xml · derivative · entry 1

ATWOOD BRIAN G · CIK 0001266567 · Director · Chief Executive Officer

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 1,317,956

Underlying: Common Stock · 1,317,956 shares

Expires 2034-03-24

F1 · derivative.exercise_date: The shares underlying this option shall vest as follows: 732,198 shares are immediately vested and exercisable, and the remainder shall vest in forty-eight (48) monthly installments following the grant date, subject to the Reporting Person's continued service on each such vesting date.

Read SEC document
March 25, 2024 Filed Mar 27, 2024 21:24 UTC GrantStock Option (Right to Buy) · Derivative 112,500 $0.00 Strike: $1.77 $0.00
Disclosure

SEC source: 0001213900-24-026815 · ownership.xml · derivative · entry 1

Byrnes Michael · CIK 0001619893 · Director

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 112,500

Underlying: Common Stock · 112,500 shares

Expires 2034-03-24

F1 · derivative.exercise_date: The shares underlying this option vest in thirty-six (36) monthly installments following the grant date, subject to the Reporting Person's continued service on each such vesting date.

Read SEC document
March 25, 2024 Filed Mar 27, 2024 21:29 UTC GrantStock Option (Right to Buy) · Derivative 112,500 $0.00 Strike: $1.77 $0.00
Disclosure

SEC source: 0001213900-24-026824 · ownership.xml · derivative · entry 1

Rolfe Lindsey · CIK 0001650504 · Director

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 112,500

Underlying: Common Stock · 112,500 shares

Expires 2034-03-24

F1 · derivative.exercise_date: The shares underlying this option vest in thirty-six (36) monthly installments following the grant date, subject to the Reporting Person's continued service on each such vesting date.

Read SEC document
March 25, 2024 Filed Mar 28, 2024 01:28 UTC GrantStock Option (Right to Buy) · Derivative 112,500 $0.00 Strike: $1.77 $0.00
Disclosure

SEC source: 0001213900-24-026823 · ownership.xml · derivative · entry 1

Rapaport Robyn · CIK 0002010809 · Director

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 112,500

Underlying: Common Stock · 112,500 shares

Expires 2034-03-24

F1 · derivative.exercise_date: The shares underlying this option vest in thirty-six (36) monthly installments following the grant date, subject to the Reporting Person's continued service on each such vesting date.

Read SEC document
February 14, 2024 Filed Feb 17, 2024 00:37 UTC GrantSeries A Convertible Preferred Stock · Derivative 50 $1,000.00 Strike: $10.00 $50,000.00
Disclosure

SEC source: 0001213900-24-015027 · ownership.xml · derivative · entry 2

LAPORTE KATHLEEN · CIK 0001196201 · Director

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 50

Underlying: Common Stock · 5,000 shares

Expires not disclosed

F2 · derivative.exercise_date: On February 14, 2024, the reporting person acquired 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, as amended. 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.

F2 · derivative.expiration_date: On February 14, 2024, the reporting person acquired 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, as amended. 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.

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February 14, 2024 Filed Feb 17, 2024 00:37 UTC OtherCommon Stock 5,828 Not disclosed Not disclosed
Disclosure

SEC source: 0001213900-24-015027 · ownership.xml · nonDerivative · entry 1

LAPORTE KATHLEEN · CIK 0001196201 · Director

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 5,828

F1 · kind: Represents shares of common stock, distributed in-kind by Phoenix Biotech Sponsor, LLC (the "Sponsor") to its members, pro rata and without consideration.

F1 · price: Represents shares of common stock, distributed in-kind by Phoenix Biotech Sponsor, LLC (the "Sponsor") to its members, pro rata and without consideration.

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February 14, 2024 Filed Feb 16, 2024 19:37 UTC OtherWarrants · Derivative 5,000 $0.00 Strike: $11.50 $0.00
Disclosure

SEC source: 0001213900-24-015026 · ownership.xml · derivative · entry 11

Ehrlich Christopher B · CIK 0001293973 · Director

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 5,000

Underlying: Common Stock · 5,000 shares

Expires 2029-02-14

F1 · kind: 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.

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February 14, 2024 Filed Feb 16, 2024 19:37 UTC OtherWarrants · Derivative 349,998 $0.00 Strike: $11.50 $0.00
Disclosure

SEC source: 0001213900-24-015026 · ownership.xml · derivative · entry 10

Ehrlich Christopher B · CIK 0001293973 · Director

10b5-1 filing: No plan indicated

Ownership: Indirect · By Phoenix Biotech Sponsor, LLC

Disclosed balance after: 0

Underlying: Common Stock · 349,998 shares

Expires 2029-02-14

F1 · kind: 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 · ownership.nature: 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.

Read SEC document
February 14, 2024 Filed Feb 16, 2024 19:37 UTC OtherSeries A Convertible Preferred Stock · Derivative 175 $1,000.00 Strike: $10.00 $175,000.00
Disclosure

SEC source: 0001213900-24-015026 · ownership.xml · derivative · entry 9

Ehrlich Christopher B · CIK 0001293973 · Director

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 275

Underlying: Common Stock · 17,500 shares

Expires not disclosed

F1 · kind: 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.

F4 · derivative.exercise_date: 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.

F4 · derivative.expiration_date: 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.

Read SEC document
February 14, 2024 Filed Feb 16, 2024 19:37 UTC GrantSeries A Convertible Preferred Stock · Derivative 100 $1,000.00 Strike: $10.00 $100,000.00
Disclosure

SEC source: 0001213900-24-015026 · ownership.xml · derivative · entry 8

Ehrlich Christopher B · CIK 0001293973 · Director

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 100

Underlying: Common Stock · 10,000 shares

Expires not disclosed

F5 · kind: 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.

F4 · derivative.exercise_date: 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.

F4 · derivative.expiration_date: 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.

Read SEC document
February 14, 2024 Filed Feb 16, 2024 19:37 UTC OtherSeries A Convertible Preferred Stock · Derivative 1,555 $1,000.00 Strike: $10.00 $1,555,000.00
Disclosure

SEC source: 0001213900-24-015026 · ownership.xml · derivative · entry 7

Ehrlich Christopher B · CIK 0001293973 · Director

10b5-1 filing: No plan indicated

Ownership: Indirect · By Phoenix Biotech Sponsor, LLC

Disclosed balance after: 0

Underlying: Common Stock · 155,500 shares

Expires not disclosed

F1 · kind: 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.

F4 · derivative.exercise_date: 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.

F4 · derivative.expiration_date: 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.

F2 · ownership.nature: 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.

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February 14, 2024 Filed Feb 16, 2024 19:37 UTC Exercise / conversionSeries A Convertible Preferred Stock · Derivative 1,555 $1,000.00 Strike: $10.00 $1,555,000.00
Disclosure

SEC source: 0001213900-24-015026 · ownership.xml · derivative · entry 6

Ehrlich Christopher B · CIK 0001293973 · Director

10b5-1 filing: No plan indicated

Ownership: Indirect · By Phoenix Biotech Sponsor, LLC

Disclosed balance after: 1,555

Underlying: Common Stock · 155,500 shares

Expires not disclosed

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F3 · kind: 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 · derivative.exercise_date: 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.

F4 · derivative.expiration_date: 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.

F2 · ownership.nature: 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.

Read SEC document
February 14, 2024 Filed Feb 16, 2024 19:37 UTC Exercise / conversionConvertible Promissory Note · Derivative 0 $0.00 Strike: $10.00 $0.00
Disclosure

SEC source: 0001213900-24-015026 · ownership.xml · derivative · entry 5

Ehrlich Christopher B · CIK 0001293973 · Director

10b5-1 filing: No plan indicated

Ownership: Indirect · By Phoenix Biotech Sponsor, LLC

Disclosed balance after: 0

Underlying: Common Stock · Not disclosed shares

Expires not disclosed

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F3 · kind: 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.

F3 · shares: 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.

F3 · derivative.exercise_date: 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.

F3 · derivative.expiration_date: 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.

F3 · derivative.underlying_shares: 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.

F2 · ownership.nature: 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.

Read SEC document
February 14, 2024 Filed Feb 16, 2024 19:37 UTC OtherCommon Stock 3,600 Not disclosed Not disclosed
Disclosure

SEC source: 0001213900-24-015026 · ownership.xml · nonDerivative · entry 4

Ehrlich Christopher B · CIK 0001293973 · Director

10b5-1 filing: No plan indicated

Ownership: Indirect · By Spouse

Disclosed balance after: 3,600

F1 · kind: 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.

F1 · price: 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.

Read SEC document
February 14, 2024 Filed Feb 16, 2024 19:37 UTC OtherCommon Stock 478,825 Not disclosed Not disclosed
Disclosure

SEC source: 0001213900-24-015026 · ownership.xml · nonDerivative · entry 3

Ehrlich Christopher B · CIK 0001293973 · Director

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 478,825

F1 · kind: 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.

F1 · price: 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.

Read SEC document
February 14, 2024 Filed Feb 16, 2024 19:37 UTC OtherCommon Stock 4,171,246 Not disclosed Not disclosed
Disclosure

SEC source: 0001213900-24-015026 · ownership.xml · nonDerivative · entry 2

Ehrlich Christopher B · CIK 0001293973 · Director

10b5-1 filing: No plan indicated

Ownership: Indirect · By Phoenix Biotech Sponsor, LLC

Disclosed balance after: 1,000,000

F1 · kind: 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.

F1 · price: 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 · ownership.nature: 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.

Read SEC document
February 14, 2024 Filed Feb 16, 2024 19:37 UTC OtherCommon Stock 1,125,000 Not disclosed Not disclosed
Disclosure

SEC source: 0001213900-24-015026 · ownership.xml · nonDerivative · entry 1

Ehrlich Christopher B · CIK 0001293973 · Director

10b5-1 filing: No plan indicated

Ownership: Indirect · By Phoenix Biotech Sponsor, LLC

Disclosed balance after: 4,171,246

F6 · kind: Represents shares of Common Stock forfeited to the Issuer for no consideration in connection with the Issuer's initial business combination.

F6 · price: Represents shares of Common Stock forfeited to the Issuer for no consideration in connection with the Issuer's initial business combination.

F2 · ownership.nature: 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.

Read SEC document
February 14, 2024 Filed Feb 16, 2024 19:36 UTC
ATWOOD BRIAN GDirector · Chief Executive Officer
GrantSeries A Convertible Preferred Stock · Derivative 1,002 $1,000.00 Strike: $10.00 $1,002,000.00
Disclosure

SEC source: 0001213900-24-015024 · ownership.xml · derivative · entry 4

ATWOOD BRIAN G · CIK 0001266567 · Director · Chief Executive Officer

10b5-1 filing: No plan indicated

Ownership: Indirect · Atwood-Edminster Trust dtd 4-2-2000

Disclosed balance after: 1,002

Underlying: Common Stock · 100,200 shares

Expires not disclosed

F4 · kind: 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.

F4 · derivative.exercise_date: 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.

F4 · derivative.expiration_date: 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.

F3 · ownership.nature: 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.

Read SEC document
February 14, 2024 Filed Feb 16, 2024 19:36 UTC
ATWOOD BRIAN GDirector · Chief Executive Officer
OtherCommon Stock 148,208 Not disclosed Not disclosed
Disclosure

SEC source: 0001213900-24-015024 · ownership.xml · nonDerivative · entry 3

ATWOOD BRIAN G · CIK 0001266567 · Director · Chief Executive Officer

10b5-1 filing: No plan indicated

Ownership: Indirect · Atwood-Edminster Trust dtd 4-2-2000

Disclosed balance after: 248,735

F1 · price: Represents shares of Common Stock distributed in-kind by Phoenix Biotech Sponsor, LLC (the "Sponsor") to its members, pro rata and without consideration.

F3 · ownership.nature: 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.

Read SEC document
February 14, 2024 Filed Feb 16, 2024 19:36 UTC
ATWOOD BRIAN GDirector · Chief Executive Officer
OtherCommon Stock 100,527 Not disclosed Not disclosed
Disclosure

SEC source: 0001213900-24-015024 · ownership.xml · nonDerivative · entry 2

ATWOOD BRIAN G · CIK 0001266567 · Director · Chief Executive Officer

10b5-1 filing: No plan indicated

Ownership: Indirect · Atwood-Edminster Trust dtd 4-2-2000

Disclosed balance after: 100,527

F2 · kind: 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.

F2 · price: 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 · ownership.nature: 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.

Read SEC document
February 14, 2024 Filed Feb 16, 2024 19:36 UTC
ATWOOD BRIAN GDirector · Chief Executive Officer
OtherCommon Stock 125,000 Not disclosed Not disclosed
Disclosure

SEC source: 0001213900-24-015024 · ownership.xml · nonDerivative · entry 1

ATWOOD BRIAN G · CIK 0001266567 · Director · Chief Executive Officer

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 125,000

F1 · kind: Represents shares of Common Stock distributed in-kind by Phoenix Biotech Sponsor, LLC (the "Sponsor") to its members, pro rata and without consideration.

F1 · price: Represents shares of Common Stock distributed in-kind by Phoenix Biotech Sponsor, LLC (the "Sponsor") to its members, pro rata and without consideration.

Read SEC document
February 14, 2024 Filed Feb 16, 2024 19:39 UTC
Geffken Daniel E.Chief Financial Officer
OtherClass A Common Stock 10,002 Not disclosed Not disclosed
Disclosure

SEC source: 0001213900-24-015030 · ownership.xml · nonDerivative · entry 1

Geffken Daniel E. · CIK 0001314756 · Chief Financial Officer

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 10,002

F1 · kind: Represents shares of Class A Common Stock distributed in-kind by Phoenix Biotech Sponsor, LLC (the "Sponsor") to its members, pro rata and without consideration.

F1 · price: Represents shares of Class A Common Stock distributed in-kind by Phoenix Biotech Sponsor, LLC (the "Sponsor") to its members, pro rata and without consideration.

Read SEC document
February 14, 2024 Filed Feb 16, 2024 19:41 UTC OtherClass A Common Stock 5,828 Not disclosed Not disclosed
Disclosure

SEC source: 0001213900-24-015034 · ownership.xml · nonDerivative · entry 1

Loewy Caroline M · CIK 0001367451 · Director

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 5,828

F1 · kind: Represents shares of Class A Common Stock distributed in-kind by Phoenix Biotech Sponsor, LLC (the "Sponsor") to its members, pro rata and without consideration.

F1 · price: Represents shares of Class A Common Stock distributed in-kind by Phoenix Biotech Sponsor, LLC (the "Sponsor") to its members, pro rata and without consideration.

Read SEC document
February 14, 2024 Filed Feb 16, 2024 19:39 UTC OtherWarrants · Derivative 5,000 $0.00 Strike: $11.50 $0.00
Disclosure

SEC source: 0001213900-24-015029 · ownership.xml · derivative · entry 3

Fisher Douglas Carl · CIK 0001572355 · President

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 5,000

Underlying: Common Stock · 5,000 shares

Expires 2029-02-14

F1 · kind: Represents shares of Class A Common Stock or warrants, as applicable, distributed in-kind by Phoenix Biotech Sponsor, LLC (the "Sponsor") to its members, pro rata and without consideration.

Read SEC document
February 14, 2024 Filed Feb 16, 2024 19:39 UTC GrantSeries A Convertible Preferred Stock · Derivative 50 $1,000.00 Strike: $10.00 $50,000.00
Disclosure

SEC source: 0001213900-24-015029 · ownership.xml · derivative · entry 2

Fisher Douglas Carl · CIK 0001572355 · President

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 50

Underlying: Common Stock · 5,000 shares

Expires not disclosed

F2 · kind: On February 14, 2024, the reporting person acquired 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, as amended. 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.

F2 · derivative.exercise_date: On February 14, 2024, the reporting person acquired 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, as amended. 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.

F2 · derivative.expiration_date: On February 14, 2024, the reporting person acquired 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, as amended. 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.

Read SEC document
February 14, 2024 Filed Feb 16, 2024 19:39 UTC OtherClass A Common Stock 43,300 Not disclosed Not disclosed
Disclosure

SEC source: 0001213900-24-015029 · ownership.xml · nonDerivative · entry 1

Fisher Douglas Carl · CIK 0001572355 · President

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 43,300

F1 · kind: Represents shares of Class A Common Stock or warrants, as applicable, distributed in-kind by Phoenix Biotech Sponsor, LLC (the "Sponsor") to its members, pro rata and without consideration.

F1 · price: Represents shares of Class A Common Stock or warrants, as applicable, distributed in-kind by Phoenix Biotech Sponsor, LLC (the "Sponsor") to its members, pro rata and without consideration.

Read SEC document
February 14, 2024 Filed Feb 17, 2024 00:40 UTC OtherClass A Common Stock 5,828 Not disclosed Not disclosed
Disclosure

SEC source: 0001213900-24-015032 · ownership.xml · nonDerivative · entry 1

Kosacz Barbara · CIK 0001763316 · Director

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 5,828

F1 · kind: Represents shares of Class A Common Stock distributed in-kind by Phoenix Biotech Sponsor, LLC (the "Sponsor") to its members, pro rata and without consideration.

F1 · price: Represents shares of Class A Common Stock distributed in-kind by Phoenix Biotech Sponsor, LLC (the "Sponsor") to its members, pro rata and without consideration.

Read SEC document
February 14, 2024 Filed Feb 17, 2024 00:38 UTC OtherWarrants · Derivative 349,998 $0.00 Strike: $11.50 $0.00
Disclosure

SEC source: 0001213900-24-015028 · ownership.xml · derivative · entry 6

PHOENIX BIOTECH SPONSOR, LLC · CIK 0001870407 · 10% owner

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 0

Underlying: Common Stock · 349,998 shares

Expires 2029-02-14

F1 · kind: Represents shares of Common Stock, Series A Preferred Stock or warrants, as applicable, distributed-in-kind by the reporting person to its members, pro rata and without consideration.

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February 14, 2024 Filed Feb 17, 2024 00:38 UTC OtherSeries A Convertible Preferred Stock · Derivative 1,555 $1,000.00 Strike: $10.00 $1,555,000.00
Disclosure

SEC source: 0001213900-24-015028 · ownership.xml · derivative · entry 5

PHOENIX BIOTECH SPONSOR, LLC · CIK 0001870407 · 10% owner

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 0

Underlying: Common Stock · 155,500 shares

Expires not disclosed

F1 · kind: Represents shares of Common Stock, Series A Preferred Stock or warrants, as applicable, distributed-in-kind by the reporting person to its members, pro rata and without consideration.

F3 · derivative.exercise_date: 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.

F3 · derivative.expiration_date: 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.

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February 14, 2024 Filed Feb 17, 2024 00:38 UTC Exercise / conversionSeries A Convertible Preferred Stock · Derivative 1,555 $1,000.00 Strike: $10.00 $1,555,000.00
Disclosure

SEC source: 0001213900-24-015028 · ownership.xml · derivative · entry 4

PHOENIX BIOTECH SPONSOR, LLC · CIK 0001870407 · 10% owner

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 1,555

Underlying: Common Stock · 155,500 shares

Expires not disclosed

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F2 · kind: Upon closing of the Issuer's initial 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.

F3 · derivative.exercise_date: 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.

F3 · derivative.expiration_date: 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.

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February 14, 2024 Filed Feb 17, 2024 00:38 UTC Exercise / conversionConvertible Promissory Note · Derivative 0 $0.00 Strike: $10.00 $0.00
Disclosure

SEC source: 0001213900-24-015028 · ownership.xml · derivative · entry 3

PHOENIX BIOTECH SPONSOR, LLC · CIK 0001870407 · 10% owner

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 0

Underlying: Common Stock · Not disclosed shares

Expires not disclosed

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F2 · kind: Upon closing of the Issuer's initial 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.

F2 · shares: Upon closing of the Issuer's initial 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.

F2 · derivative.exercise_date: Upon closing of the Issuer's initial 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.

F2 · derivative.expiration_date: Upon closing of the Issuer's initial 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.

F2 · derivative.underlying_shares: Upon closing of the Issuer's initial 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.

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February 14, 2024 Filed Feb 17, 2024 00:38 UTC OtherCommon Stock 4,171,246 Not disclosed Not disclosed
Disclosure

SEC source: 0001213900-24-015028 · ownership.xml · nonDerivative · entry 2

PHOENIX BIOTECH SPONSOR, LLC · CIK 0001870407 · 10% owner

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 1,000,000

F1 · kind: Represents shares of Common Stock, Series A Preferred Stock or warrants, as applicable, distributed-in-kind by the reporting person to its members, pro rata and without consideration.

F1 · price: Represents shares of Common Stock, Series A Preferred Stock or warrants, as applicable, distributed-in-kind by the reporting person to its members, pro rata and without consideration.

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February 14, 2024 Filed Feb 17, 2024 00:38 UTC OtherCommon Stock 1,125,000 Not disclosed Not disclosed
Disclosure

SEC source: 0001213900-24-015028 · ownership.xml · nonDerivative · entry 1

PHOENIX BIOTECH SPONSOR, LLC · CIK 0001870407 · 10% owner

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 4,171,246

F4 · kind: Represents shares of Common Stock forfeited to the Issuer for no consideration in connection with the Issuer's initial business combination.

F4 · price: Represents shares of Common Stock forfeited to the Issuer for no consideration in connection with the Issuer's initial business combination.

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February 14, 2024 Filed Feb 21, 2024 22:57 UTC Amendment GrantSeries A Convertible Preferred Stock · Derivative 50 $1,000.00 Strike: $10.00 $50,000.00
Disclosure

SEC source: 0001213900-24-015876 · ownership.xml · derivative · entry 1

LAPORTE KATHLEEN · CIK 0001196201 · Director

10b5-1 filing: No plan indicated

Ownership: Indirect · By the Kathleen LaPorte Revocable Trust

Disclosed balance after: 50

Underlying: Common Stock · 5,000 shares

Expires not disclosed

F1 · derivative.exercise_date: On February 14, 2024, the reporting person acquired 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, as amended. 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.

F1 · derivative.expiration_date: On February 14, 2024, the reporting person acquired 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, as amended. 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.

F2 · ownership.nature: The reporting person is the trustee of the Kathleen LaPorte Revocable Trust (the "Kathleen Trust") and has sole voting and disposition power with respect to the shares owned by the Kathleen Trust.

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February 14, 2024 Filed Feb 21, 2024 17:55 UTC Amendment
ATWOOD BRIAN GDirector · Chief Executive Officer
GrantSeries A Convertible Preferred Stock · Derivative 1,002 $1,000.00 Strike: $10.00 $1,002,000.00
Disclosure

SEC source: 0001213900-24-015874 · ownership.xml · derivative · entry 3

ATWOOD BRIAN G · CIK 0001266567 · Director · Chief Executive Officer

10b5-1 filing: No plan indicated

Ownership: Indirect · Atwood-Edminster Trust dtd 4-2-2000

Disclosed balance after: 1,002

Underlying: Common Stock · 100,200 shares

Expires not disclosed

F4 · kind: 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.

F4 · derivative.exercise_date: 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.

F4 · derivative.expiration_date: 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.

F3 · ownership.nature: 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.

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Value uses the disclosed total when available, otherwise shares × reported transaction price. It is not an estimate of exercise cash cost or investment performance.