Anuncio • Feb 16

Phoenix Biotech Acquisition Corp. (NasdaqGM:PBAX) completed the acquisition of CERo Therapeutics, Inc.

Phoenix Biotech Acquisition Corp. (NasdaqGM:PBAX) executed the letter of intent to acquire CERo Therapeutics, Inc. on January 25, 2023. Phoenix Biotech Acquisition Corp. (NasdaqGM:PBAX) CERo Therapeutics, Inc. entered into a definitive business combination agreement to acquire CERo Therapeutics, Inc. for $86.9 million on June 4, 2023. At the effective time of the Business Combination (the “ Effective Time ”), (i) each outstanding share of CERo common stock, par value $0.0001 per share (the “ CERo common stock ”) will be cancelled and converted into (a) the right to receive a number of shares of PBAX Class A common stock, par value $0.0001 per share (“ Class A common stock ”), equal to $50,000,000, minus the Aggregate Liquidation Preference (as defined in the Business Combination Agreement), divided by the Fully Diluted Company Capitalization (as defined in the Business Combination Agreement), divided by $10.00 (the “ Exchange Ratio ”) and (b) the right to receive a portion of up to 1,200,000 additional shares of Class A common stock if certain trading price hurdles are achieved or a Change of Control (as defined in the Business Combination Agreement) occurs within four years after the Closing (“ Earnout Shares ”); (ii) each outstanding option to purchase CERo common stock (each, a “ CERo option ”) will be converted into an option to purchase a number of shares of Class A common stock, equal to (A) the number of shares of CERo common stock subject to such option immediately prior to the Effective Time, multiplied by (B) the Exchange Ratio, at an exercise price per share equal to the current exercise price per share for such option divided by the Exchange Ratio; in each case, rounded down to the nearest whole share, and rounded up to the nearest whole cent in the case of the exercise price of the CERo options; (iii) each outstanding share of CERo preferred stock, par value $0.0001 per share (the “ CERo preferred stock ”), will be converted into a number of shares of Class A common stock, equal to the number of shares of Class A common stock obtained by dividing the liquidation preference thereof by $10.00 and the contingent right to receive such holder’s Earn-Out Pro Rata Portion (as defined in the Business Combination Agreement), and (iv) each warrant to purchase CERo preferred stock (each, a “ CERo warrant ”) outstanding as of immediately prior to the Effective Time will be converted into a warrant to acquire a number of shares of Class A common stock equal to the number of shares of CERo preferred stock subject to the corresponding warrant immediately prior to the Effective Time, multiplied by the Aggregate Liquidation Preference of such underlying shares of CERo preferred stock, and divided by $10.00, with the exercise price per share for such warrant equal to (A) the current aggregate exercise price of such warrant (the current exercise price per share of CERo preferred stock applicable to the corresponding warrant immediately prior to the Effective Time, multiplied by the number of shares of CERo preferred stock issuable upon exercise thereof), divided by (B) the number of shares of Class A common stock issuable upon exercise thereof. Subject to certain exceptions, such terms and conditions applicable to a New CERo warrant will be the same terms and conditions as were applicable to the New CERo warrant immediately prior to the Effective Time. The Company will issue an aggregate of approximately 5.0 million shares of Class A common stock to the holders of CERo common stock and CERo preferred stock as consideration in the Business Combination. Upon closing of the transaction, anticipated to occur in the second half of 2023, the combined company will be named CERo Therapeutics Holdings, Inc. and will be led by CERo and PBAX’s founding members, including Daniel Corey, M.D., CERo’s Chief Executive Officer, Chris Ehrlich, PBAX’s CEO, and Brian G. Atwood, the Chairman of PBAX. The combined company’s common stock is expected to be listed on the Nasdaq Capital Market under the ticker symbol “CERO.” Atwood will serve as Chief Executive Officer of the combined company, Ehrlich will serve as its Chief Financial Officer and Chief Operating Officer and Corey will serve as its Chief Technology Officer. As of February 13, 2024, parties entered into an amendement agreement to create two additional pools of earnout shares of common stock, one pool of which will contain 875,000 shares and another pool will contain 1,000,000 shares. In total, SPAC shall issue an additional 3,075,000 shares of Class A Common Stock in accordance with Earn-Out Allocation Schedule. Under the Business Combination Agreement, the obligations of the parties to consummate the Business Combination are subject to the satisfaction or waiver of certain customary closing conditions of the respective parties, including, without limitation: (i) the approval and adoption of the Business Combination Agreement and transactions contemplated thereby by requisite vote of the Company’s stockholders (the “ Company Stockholder Approval ”) and CERo’s stockholders (the “ CERo Stockholder Approval ”); (ii) the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended; (iii) the absence of a Company Material Adverse Effect or SPAC Material Adverse Effect (each, as defined in the Business Combination Agreement) since the date of the Business Combination Agreement that is continuing; (iv) after giving effect to the transactions contemplated by the Business Combination Agreement, the Company has net tangible assets of at least $5,000,001 upon consummation of the Business Combination; (v) the Company’s initial listing application with Nasdaq in connection with the Business Combination has been approved and, immediately following the effective time of the Business Combination, the Company has satisfied any applicable initial and continuing listing requirements of Nasdaq and the shares of the Class A common stock have been approved for listing on Nasdaq, subject only to official notice of the issuance thereof; and (vi) the Registration Statement/Proxy Statement has become effective, no stop order has been issued by the Securities and Exchange Commission (the “ SEC ”) and remains in effect with respect to the Registration Statement/Proxy Statement, and no proceeding seeking such a stop order has been threatened or initiated by the SEC and remains pending. In addition, CERo’s obligation to consummate the Business Combination is subject to the condition that the Available Closing Cash shall be greater than or equal to $30,000,000 (after reduction for the aggregate amount of payments made or required to be made in connection with the SPAC Stockholder Redemption. The boards of directors of both CERo and PBAX have unanimously approved the proposed transaction with expected completion in the second half of 2023. As of February 8, 2024, transaction has been approved by the shareholders of Phoenix Biotech Acquisition. Alan Hambelton, Sonya Erickson and Kassendra Galindo of Cooley LLP and Douglas S. Ellenoff and Stuart Neuhauser of Ellenoff Grossman & Schole LLP are acting as legal counsels to CERo. Cohen and Company Capital Markets, a Division of J.V.B. Financial Group, LLC is acting as the financial advisor and lead placement agent to PBAX. PBAX will pay $1.1625 million fee to Cohen. Stephen M. Davis and Jeffrey A. Letalien of Goodwin Procter LLP is serving as legal counsels to PBAX. RNA Advisors, LLC acted as fairness opinion provider for PBAX. Phoenix Biotech Acquisition Corp. (NasdaqGM:PBAX) completed the acquisition of CERo Therapeutics, Inc. on February 14, 2024. In connection with the consummation of the business combination, the combined public company was renamed “CERo Therapeutics Holdings, Inc.” The shares of common stock of the combined public company have been approved for listing on the Nasdaq Global Market and are expected to commence trading under the ticker symbol “CERO” on February 15, 2024.

Anuncio • Jun 07

CERo Therapeutics, Inc. entered into a definitive business combination agreement to acquire Phoenix Biotech Acquisition Corp. (NasdaqGM : PBAX) in a reverse merger transaction for an implied enterprise value of approximately $110 million.

CERo Therapeutics, Inc. entered into a definitive business combination agreement to acquire Phoenix Biotech Acquisition Corp. (NasdaqGM : PBAX) in a reverse merger transaction for an implied enterprise value of approximately $110 million on June 4, 2023. At the effective time of the Business Combination (the “ Effective Time ”), (i) each outstanding share of CERo common stock, par value $0.0001 per share (the “ CERo common stock ”) will be cancelled and converted into (a) the right to receive a number of shares of PBAX Class A common stock, par value $0.0001 per share (“ Class A common stock ”), equal to $50,000,000, minus the Aggregate Liquidation Preference (as defined in the Business Combination Agreement), divided by the Fully Diluted Company Capitalization (as defined in the Business Combination Agreement), divided by $10.00 (the “ Exchange Ratio ”) and (b) the right to receive a portion of up to 1,200,000 additional shares of Class A common stock if certain trading price hurdles are achieved or a Change of Control (as defined in the Business Combination Agreement) occurs within four years after the Closing (“ Earnout Shares ”); (ii) each outstanding option to purchase CERo common stock (each, a “ CERo option ”) will be converted into an option to purchase a number of shares of Class A common stock, equal to (A) the number of shares of CERo common stock subject to such option immediately prior to the Effective Time, multiplied by (B) the Exchange Ratio, at an exercise price per share equal to the current exercise price per share for such option divided by the Exchange Ratio; in each case, rounded down to the nearest whole share, and rounded up to the nearest whole cent in the case of the exercise price of the CERo options; (iii) each outstanding share of CERo preferred stock, par value $0.0001 per share (the “ CERo preferred stock ”), will be converted into a number of shares of Class A common stock, equal to the number of shares of Class A common stock obtained by dividing the liquidation preference thereof by $10.00 and the contingent right to receive such holder’s Earn-Out Pro Rata Portion (as defined in the Business Combination Agreement), and (iv) each warrant to purchase CERo preferred stock (each, a “ CERo warrant ”) outstanding as of immediately prior to the Effective Time will be converted into a warrant to acquire a number of shares of Class A common stock equal to the number of shares of CERo preferred stock subject to the corresponding warrant immediately prior to the Effective Time, multiplied by the Aggregate Liquidation Preference of such underlying shares of CERo preferred stock, and divided by $10.00, with the exercise price per share for such warrant equal to (A) the current aggregate exercise price of such warrant (the current exercise price per share of CERo preferred stock applicable to the corresponding warrant immediately prior to the Effective Time, multiplied by the number of shares of CERo preferred stock issuable upon exercise thereof), divided by (B) the number of shares of Class A common stock issuable upon exercise thereof. Subject to certain exceptions, such terms and conditions applicable to a New CERo warrant will be the same terms and conditions as were applicable to the New CERo warrant immediately prior to the Effective Time. The Company will issue an aggregate of approximately 5.0 million shares of Class A common stock to the holders of CERo common stock and CERo preferred stock as consideration in the Business Combination. Upon closing of the transaction, anticipated to occur in the second half of 2023, the combined company will be named CERo Therapeutics Holdings, Inc. and will be led by CERo and PBAX’s founding members, including Daniel Corey, M.D., CERo’s Chief Executive Officer, Chris Ehrlich, PBAX’s CEO, and Brian G. Atwood, the Chairman of PBAX. The combined company’s common stock is expected to be listed on the Nasdaq Capital Market under the ticker symbol “CERO.” Atwood will serve as Chief Executive Officer of the combined company, Ehrlich will serve as its Chief Financial Officer and Chief Operating Officer and Corey will serve as its Chief Technology Officer.Under the Business Combination Agreement, the obligations of the parties to consummate the Business Combination are subject to the satisfaction or waiver of certain customary closing conditions of the respective parties, including, without limitation: (i) the approval and adoption of the Business Combination Agreement and transactions contemplated thereby by requisite vote of the Company’s stockholders (the “ Company Stockholder Approval ”) and CERo’s stockholders (the “ CERo Stockholder Approval ”); (ii) the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended; (iii) the absence of a Company Material Adverse Effect or SPAC Material Adverse Effect (each, as defined in the Business Combination Agreement) since the date of the Business Combination Agreement that is continuing; (iv) after giving effect to the transactions contemplated by the Business Combination Agreement, the Company has net tangible assets of at least $5,000,001 upon consummation of the Business Combination; (v) the Company’s initial listing application with Nasdaq in connection with the Business Combination has been approved and, immediately following the effective time of the Business Combination, the Company has satisfied any applicable initial and continuing listing requirements of Nasdaq and the shares of the Class A common stock have been approved for listing on Nasdaq, subject only to official notice of the issuance thereof; and (vi) the Registration Statement/Proxy Statement (as defined in the Business Combination Agreement) has become effective, no stop order has been issued by the Securities and Exchange Commission (the “ SEC ”) and remains in effect with respect to the Registration Statement/Proxy Statement, and no proceeding seeking such a stop order has been threatened or initiated by the SEC and remains pending. In addition, CERo’s obligation to consummate the Business Combination is subject to the condition that the Available Closing Cash (as defined in the Business Combination Agreement) shall be greater than or equal to $30,000,000 (after reduction for the aggregate amount of payments made or required to be made in connection with the SPAC Stockholder Redemption (as defined in the Business Combination Agreement)). The boards of directors of both CERo and PBAX have unanimously approved the proposed transaction with expected completion in the second half of 2023. Cooley LLP and Ellenoff Grossman & Schole LLP are acting as legal counsel to CERo. Cohen and Company Capital Markets, a Division of J.V.B. Financial Group, LLC is acting as the financial advisor and lead placement agent to PBAX. Goodwin Procter LLP is serving as legal counsel to PBAX.

Ratio de cobertura de intereses	n/a
Efectivo	US$204.10m
Patrimonio	US$233.82m
Total pasivo	US$77.34m
Activos totales	US$311.15m

Datos	Última actualización (huso horario UTC)
Análisis de la empresa	2026/08/09 14:11
Precio de las acciones al final del día	2026/08/07 00:00
Beneficios	2026/06/30
Ingresos anuales	2025/12/31

Paquete	Datos	Marco temporal	Ejemplo Fuente EE.UU. ^*
Finanzas de la empresa	10 años	Cuenta de resultados Estado de tesorería Balance	Formulario SEC 10-K Formulario SEC 10-Q
Estimaciones del consenso de analistas	+3 años	Previsiones financieras Objetivos de precios de los analistas	Informes de análisis Blue Matrix
Precios de mercado	30 años	Precios de las acciones Dividendos, escisiones y acciones	Datos de mercado ICE Formulario S-1 de la SEC
Propiedad	10 años	Accionistas principales Información privilegiada	Formulario SEC 4 Formulario SEC 13D
Gestión	10 años	Equipo directivo Consejo de Administración	Formulario SEC 10-K Formulario SEC DEF 14A
Principales avances	10 años	Anuncios de empresas	Formulario SEC 8-K

Analista	Institución
Jack Allen	Baird
Jason Zemansky	BofA Global Research
Yuan Zhi	B. Riley Securities, Inc.

Salud financiera de hoja de balance de Lyell Immunopharma

Salud financiera controles de criterios 6/6

Información clave

Actualizaciones recientes sobre salud financiera

Here's Why We're Watching Lyell Immunopharma's (NASDAQ:LYEL) Cash Burn Situation

Lyell Immunopharma Receives Non-Compliance Letter from Nasdaq Regarding Bid Price Rule

Companies Like Lyell Immunopharma (NASDAQ:LYEL) Are In A Position To Invest In Growth

Companies Like Lyell Immunopharma (NASDAQ:LYEL) Are In A Position To Invest In Growth

We Think Lyell Immunopharma (NASDAQ:LYEL) Can Afford To Drive Business Growth

Lyell Immunopharma (NASDAQ:LYEL) Is In A Good Position To Deliver On Growth Plans

Recent updates

Second quarter 2026 earnings: EPS and revenues exceed analyst expectations

New major risk - Revenue and earnings growth

Lyell Immunopharma: Undervalued Ahead Of A Major CAR-T Inflection

Lyell Immunopharma Presents Updated Safety Data And Translational Insights For Rondecabtagene Autoleucel In Patients With Large B-Cell Lymphoma

Lyell Immunopharma Provides Update on Safety Profile of Lyl273 and Amends Phase 1 Trial to Phase 1/2 Expansion

Here's Why We're Watching Lyell Immunopharma's (NASDAQ:LYEL) Cash Burn Situation

New minor risk - Share price stability

Consensus EPS estimates upgraded to US$7.53 loss

First quarter 2026 earnings: EPS exceeds analyst expectations while revenues lag behind

Lyell Immunopharma, Inc., Annual General Meeting, Jun 10, 2026

Full year 2025 earnings: EPS misses analyst expectations

Lyell Immunopharma, Inc. Appoints Smital Shah as Chief Business Officer and Principal Financial Officer, Effective March 9, 2026

Lyell Immunopharma, Inc. announced that it has received $99.999968 million in funding

Lyell Immunopharma Announces Initiation of Patient Dosing in First-Of-Its-Kind Phase 3 Head-To-Head Car T-Cell Clinical Trial in Aggressive Large B-Cell Lymphoma

New minor risk - Insider selling

Lyell Immunopharma, Inc. Presents New Clinical Data from Ongoing Trial of Ronde-Cel Showing High Rates of Durable Complete Responses in Patients with Large B-Cell Lymphoma At the 67Th Ash Annual Meeting and Exposition

Consensus revenue estimates increase by 25%

New minor risk - Share price stability

Price target increased by 19% to US$19.00

Consensus revenue estimates increase by 33%

Third quarter 2025 earnings released: US$2.13 loss per share (vs US$3.48 loss in 3Q 2024)

Lyell Immunopharma, Inc. Announces Two Oral Presentations from the Phase 1/2 Clinical Trial of Ronde-Cel for the Treatment of Aggressive Large B-Cell Lymphoma At the 67Th Ash Annual Meeting and Exposition

New major risk - Revenue and earnings growth

Lyell Immunopharma Announces the Initiation of a Phase 3 Head-To-Head CAR T-Cell Therapy Clinical Trial in Aggressive Large B-Cell Lymphoma

President recently sold US$77k worth of stock

Consensus revenue estimates increase by 114%

Second quarter 2025 earnings released: US$2.89 loss per share (vs US$3.59 loss in 2Q 2024)

New major risk - Revenue and earnings growth

Consensus revenue estimates increase by 10%

Price target decreased by 31% to US$11.00

Lyell Immunopharma, Inc. Announces Positive New Clinical Data Demonstrating High Rates of Durable Complete Responses from the Phase 1/2 Trial of Lyl314 for the Treatment of Aggressive Large B-Cell Lymphoma

Lyell Immunopharma, Inc. Announces Key Board and Executive Appointments

Lyell Immunopharma, Inc. Approves Amendments to Certificate of Incorporation

Lyell Immunopharma Receives Regenerative Medicine Advanced Therapy (RMAT) Designation for Lyl314 for the Treatment of Relapsed and/or Refractory Large B-Cell Lymphoma

Lyell Immunopharma, Inc., Annual General Meeting, May 15, 2025

New minor risk - Share price stability

President recently bought US$106k worth of stock

Full year 2024 earnings: Revenues exceed analysts expectations while EPS lags behind

Lyell Immunopharma Receives Non-Compliance Letter from Nasdaq Regarding Bid Price Rule

Lyell to Highlight Vision for its Next-Generation CAR T-Cell Therapy Pipeline at 43rd Annual JP Morgan Healthcare Conference

Consensus revenue estimates increase by 94%

Consensus revenue estimates fall by 17%

Lyell Immunopharma, Inc. Presents Positive Initial Clinical Data from the Phase 1-2 Clinical Trial of IMPT-314 for the Treatment of B-Cell Lymphoma At the 2024 ASH Annual Meeting

Third quarter 2024 earnings released: US$0.17 loss per share (vs US$0.20 loss in 3Q 2023)

Lyell Immunopharma, Inc. (NasdaqGS:LYEL) completed the acquisition of ImmPACT Bio USA Inc.

Lyell Immunopharma, Inc. (NasdaqGS:LYEL) entered into an agreement and plan of merger to acquire ImmPACT Bio USA Inc. for $87.5 million.

Lyell Immunopharma: Oversold And Poised For A Turning Point To Growth

Consensus revenue estimates increase by 52,616%

Second quarter 2024 earnings released: US$0.18 loss per share (vs US$0.26 loss in 2Q 2023)

Price target decreased by 44% to US$3.67

Consensus EPS estimates fall by 0.05%

Lyell Immunopharma Reports Dose-Dependent Clinical Activity from Phase 1 Trial of Lyl797, A Ror1-Targeted Car-T Cell Product Candidate Enhanced with Its Proprietary Anti-Exhaustion Technology

Consensus revenue estimates increase by 400%

First quarter 2024 earnings released: US$0.24 loss per share (vs US$0.27 loss in 1Q 2023)

Insufficient new directors

New minor risk - Shareholder dilution

Lyell Immunopharma, Inc., Annual General Meeting, Jun 14, 2024

Lyell Immunopharma: Testing The T-Cell Thesis With 2 Upcoming Data Catalysts

Full year 2023 earnings released: US$0.94 loss per share (vs US$0.74 loss in FY 2022)

Companies Like Lyell Immunopharma (NASDAQ:LYEL) Are In A Position To Invest In Growth

Phoenix Biotech Acquisition Corp. (NasdaqGM:PBAX) completed the acquisition of CERo Therapeutics, Inc.

New major risk - Share price stability

Consensus revenue estimates increase by 378%

Price target decreased by 7.1% to US$6.50

Companies Like Lyell Immunopharma (NASDAQ:LYEL) Are In A Position To Invest In Growth

Third quarter 2023 earnings released: US$0.20 loss per share (vs US$0.28 loss in 3Q 2022)

Lyell Immunopharma, Inc. Presents New Nonclinical Data at 38th Annual Meeting of SITC on Innovations Designed to Shorten Tumor Infiltrating Lymphocyte Manufacturing, LYL119 as Well as Data on New Technologies and Design of its Two Clinical Trials in Progress

Cellares and Lyell to Evaluate Automated Manufacturing of Lyell's Car T-Cell Therapy on Cellares' Cell Shuttle Platform

Analysts' Revenue Estimates For Lyell Immunopharma, Inc. (NASDAQ:LYEL) Are Surging Higher