Phoenix Biotech Acquisition said it added a $2 million pipe to support its proposed merger with CERo Therapeutics. The parties also tweaked transaction terms to increase the number of shares CERo stockholders would be paid, from 4,651,704 shares to 5 million shares. That's in addition to up to 1.2 million shares issuable upon satisfaction of certain earn-out conditions and 382,651 shares issuable upon exercise of rollover options or warrants.
The deal was announced last June at a pro forma equity capitalization of $145 million.
The parties also removed the minimum cash condition to close and modified y the stock-price based milestones, resetting the First Level Earnout target from $12.50 to 125% of the conversion price of Series A Preferred Stock and adjusting the trading price condition for the Second Level Earnout Target from $15 to 150% of the Conversion Price of the Series A Preferred Stock upon reset of the conversion price.
CERo is an immunotherapy company seeking to advance the next generation of engineered T cell therapeutics that employ phagocytic mechanisms.
Aassuming no redemptions, CERo would expect to receive up to $13.7 million of cash held in the SPAC's trust at deal announcement. The business combination reflects a pre-money equity value of $50 million for CERo. Read more.