CERO THERAPEUTICS HOLDINGS, INC.
For the period ended Apr 30, 2024. Filed Apr 15, 2024.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Apr 30, 2024 · Filed Apr 15, 2024
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DEF 14A 1 ea0203708-def14a_cerothera.htm DEFINITIVE PROXY STATEMENT
**UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
**SCHEDULE 14A INFORMATION
****Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )
| Filed by the Registrant | ☒ |
|---|
| Filed by a Party other than the Registrant | ☐ |
|---|
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
|---|---|
| ☐ | Confidential, for the use of the Commission only (as permitted by Rule 14a-6(e)(2)) |
| ☒ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material Pursuant to §240.14a-12 |
(Name of Registrant as Specified in its Charter)
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
| ☒ | No fee required. |
|---|---|
| ☐ | Fee paid previously with preliminary materials. |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
2024 SPECIAL MEETING OF STOCKHOLDERS
April 15, 2024
Dear Stockholders:
We are pleased to invite you to attend the 2024 Special Meeting of Stockholders (the “Special Meeting”) of CERo Therapeutics Holdings, Inc. (the “Company” or “CERo”), which will be held at 5:00 p.m., Eastern Time, on April 30, 2024. The Special Meeting will be held in virtual meeting format only. You may attend the Special Meeting, submit questions and vote your shares electronically during the Special Meeting by visiting: https://www.cstproxy.com/cero/sm2024
Details regarding the business to be conducted at the Special Meeting are more fully described in the accompanying proxy statement for the 2024 Special Meeting (the “proxy statement”). Other than the proposals described in the proxy statement, the Company’s board of directors (the “Board”) is not aware of any other matters to be presented for a vote at the Special Meeting.
Your vote is important. Whether or not you plan to virtually attend the Special Meeting, we encourage you to vote as soon as possible to ensure that your shares are represented. Information about voting methods is set forth in the accompanying proxy statement.
Only CERo stockholders of record at the close of business on March 20, 2024 will be entitled to vote at the Special Meeting and any adjournment or postponement hereof.
On behalf of the Company, thank you for your continued support.
Sincerely,
/s/ Brian G. Atwood
Brian G. Atwood
Chairman, Chief Executive Officer and Director
**THIS PROXY STATEMENT AND ENCLOSED PROXY CARD ARE
FIRST BEING MADE AVAILABLE ON OR ABOUT APRIL 15, 2024.
NOTICE OF 2024 SPECIAL MEETING OF STOCKHOLDERS
Dear Stockholders:
NOTICE IS HEREBY GIVEN that the 2024 Special Meeting of Stockholders of CERo Therapeutics Holdings, Inc. (the “Company” or “CERo”) will be held on April 30, 2024, at 5:00 p.m. Eastern Time. The Special Meeting will be held in a virtual meeting format only. We are holding the meeting for the purpose of considering and acting upon:
| 1. | The ratification of the appointment of Wolf & Company, P.C. (“Wolf”), as the Company’s independent registered public accounting firm for the 2024 fiscal year; |
| 2. | The approval, subject to certain conditions, of the issuance of shares of the Company’s common stock, $0.0001 par value per share (the “Common Stock”), in accordance with Nasdaq Listing Rule 5635, upon (i) the conversion of the Company’s Series A convertible preferred stock, par value $0.0001 per share (“Series A Preferred Stock”), (ii) the conversion of the Company’s Series B convertible preferred stock, par value $0.0001 per share (“Series B Preferred Stock”), (iii) the exercise of warrants to purchase Common Stock (the “Common Warrants”) and (iv) the exercise of warrants to purchase 2,500 shares of Series A Preferred Stock (the “Preferred Warrants” and, together with the Common Warrants, the “PIPE Warrants”) and conversion of the underlying Series A Preferred Stock; |
| 3. | The approval, subject to certain conditions, of the issuance of shares of Common Stock, in accordance with Nasdaq Listing Rule 5635, pursuant to the Committed Equity Financings (as defined below); |
| 4. | The approval of the CERo Therapeutics Holdings, Inc. 2024 Equity Incentive Plan (the “Plan”), as amended to increase the number of shares of Common Stock available for issuance under the Plan and the number of shares that may be issued pursuant to incentive stock options by an additional 2,000,000 shares; and |
| 5. | The approval of an adjournment of the Special Meeting, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes in favor of Proposals 2 and 3. |
The Company’s board of directors (the “Board”) has fixed the record date for the Special Meeting as March 20, 2024. Only stockholders of record at the close of business on that date may vote at the Special Meeting or any adjournment or postponement thereof. A complete list of the Company’s registered stockholders as of the close of business on the record date will be available to the Company’s stockholders for examination for the 10 days before the Special Meeting at the Company’s offices at 201 Haskins Way, Suite 230, South San Francisco, CA 94080 and during the Special Meeting at https://www.cstproxy.com/cero/sm2024.
You will be able to attend and listen to the Special Meeting, vote, and submit your questions during the Special Meeting by visiting https://www.cstproxy.com/cero/sm2024 and entering your 16-digit control number included on your proxy card or on the instructions that accompanied your proxy materials. We believe that hosting a “virtual” meeting will minimize travel expenses and enable greater stockholder attendance and participation from any location around the world, provide for cost savings to the Company, and reduce the environmental impact of the Special Meeting. The Special Meeting will be governed by the Company’s rules of conduct and procedures that will be posted at https://www.cstproxy.com/cero/sm2024.
**Your vote is important.**Whether or not you plan to virtually attend the Special Meeting, we encourage you to vote as soon as possible to ensure that your shares are represented. Information about voting methods is set forth in the accompanying proxy statement.
Each of the matters to be acted upon at the Special Meeting are more fully described in the accompanying proxy statement. The Board recommends that you vote “FOR” each of the proposals outlined in the accompanying proxy statement.
The accompanying proxy statement is being mailed to stockholders commencing on or about April 15, 2024. Please carefully review the accompanying proxy statement and act as soon as possible to vote your shares whether or not you intend on attending the Special Meeting. If you attend the virtual Special Meeting and decide to vote during the Special Meeting, you may withdraw your proxy by voting at the Special Meeting.
If you have any questions or need assistance voting your shares, please contact the Company’s proxy solicitor, Advantage Proxy, Inc. (“Advantage Proxy”), at (877) 870-8565 (toll free) or by e-mail at ksmith@advantageproxy.com.
By Order of the Board of Directors,
/s/ Charles R. Carter
Charles R. Carter
Chief Financial Officer, Treasurer and Secretary
April 15, 2024
TABLE OF CONTENTS
| CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS | ii |
|---|---|
| DIRECTORS AND EXECUTIVE OFFICERS | 7 |
| CORPORATE GOVERNANCE | 10 |
| AUDIT COMMITTEE REPORT | 17 |
| EXECUTIVE COMPENSATION | 18 |
| DIRECTOR COMPENSATION | 23 |
| CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS | 24 |
| SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | 25 |
| PROPOSAL 1: RATIFICATION OF APPOINTMENT OF WOLF & COMPANY, P.C. AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2024 | 27 |
| PROPOSAL 2: APPROVAL OF THE ISSUANCE OF SHARES OF COMMON STOCK, IN ACCORDANCE WITH NASDAQ LISTING RULE 5635, UPON (I) THE CONVERSION OF THE SERIES A PREFERRED STOCK, (II) THE CONVERSION OF THE SERIES B PREFERRED STOCK, (III) THE EXERCISE OF COMMON WARRANTS AND (IV) THE EXERCISE OF PREFERRED WARRANTS AND CONVERSION OF THE UNDERLYING SERIES A PREFERRED STOCK | 28 |
| PROPOSAL 3: APPROVAL OF THE ISSUANCE OF SHARES OF COMMON STOCK, IN ACCORDANCE WITH NASDAQ LISTING RULE 5635, PURSUANT TO THE COMMITTED EQUITY FINANCINGS | 30 |
| PROPOSAL 4: APPROVAL OF AN AMENDMENT TO THE CERO THERAPEUTICS HOLDINGS, INC. 2024 EQUITY INCENTIVE PLAN TO INCREASE THE NUMBER OF SHARES OF COMMON STOCK AVAILABLE FOR ISSUANCE UNDER THE PLAN BY AN ADDITIONAL 2,000,000 SHARES | 32 |
| PROPOSAL 5: APPROVAL OF AN ADJOURNMENT OF THE SPECIAL MEETING, IF NECESSARY, TO PERMIT FURTHER SOLICITATION AND VOTE OF PROXIES IN THE EVENT THAT THERE ARE INSUFFICIENT VOTES IN FAVOR OF PROPOSALS 2 AND 3 | 39 |
| DESCRIPTION OF CAPITAL STOCK | 40 |
| STOCKHOLDER PROPOSALS | 52 |
| STOCKHOLDER COMMUNICATIONS | 52 |
| HOUSEHOLDING | 52 |
| SOLICITATION OF PROXIES | 53 |
| OTHER MATTERS | 53 |
| WHERE YOU CAN FIND ADDITIONAL INFORMATION | 53 |
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