CERO THERAPEUTICS HOLDINGS, INC. appointed Mr. Atwood as new CEO

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.


Executive Officers and Directors


Pursuant to the Business Combination Agreement, as of the Effective Time, (i) Ms. Kosacz and Ms. Loewy resigned from the board of directors of PBAX and any committees thereof and (ii) each of the named executive officers of PBAX ceased to be officers of PBAX and its subsidiaries.


Effective immediately following the Business Combination, Mr. Byrnes, Mr. Atwood, Ms. LaPorte, Mr. Corey and Mr. Ehrlich were appointed as directors of the Company, to serve until the end of their respective terms and until their successors are elected and qualified. Effective as of the consummation of the Business Combination, Mr. Atwood was appointed as the Company's Chief Executive Officer, Mr. Carter was appointed as the Company's Chief Financial Officer and Mr. Corey was appointed as the Company's Chief Technical Officer.


Reference is also made to the disclosures described in the Proxy Statement/Prospectus in the sections entitled "The Director Election Proposal" beginning on page 111 and "Management of New CERo" beginning on page 284 for biographical information about each of the directors and officers following the Business Combination which are incorporated herein by reference.


On February 14, 2024, the Board increase the size of the Board to seven directors and filled the vacancies caused thereby by electing each of Lindsey Rolfe and Robyn Rapaport to serve as a director until her successor is duly elected and qualified or until her earlier resignation or removal.


Robyn Rapaport, 31. Ms. Rapaport has served a principal overseeing alternative investments at Rapaport Capital since [MM] 2021. Prior to that, Ms. Rapaport was an entrepreneur at the University of California Los Angeles Anderson Venture Accelerator, from June 2019 to December 2020. Ms. Rapaport holds an MBA from the University of California, Los Angeles and a B.A. from the University of Pennsylvania in history and consumer psychology.


Lindsey Rolfe, 56. Ms. Rolfe is an experienced chief medical officer with track record of success in early to late stage clinical development, product registration, medical affairs leadership and investor relationships. Ms. Rolfe has served as Chief Medical Officer at 3B GmbH since August 2023. In addition, Ms. Rolfe has served as an independent director at Atreca Inc. (Nasdaq: BCEL) since August 2019. Previously, Ms. Rolfe served as the Chief Medical Officer at Clovis Oncology Inc. from August 2015 until June 2023. Ms. Rolfe holds a BSc Anatomy and Bachelor of Medicine and Surgery from the University of Edinburgh. 


There are no arrangements or understandings between either Ms. Rapaport or Ms. Rolfe and any other person pursuant to which Ms. Rapaport or Ms. Rolfe was selected as a director. There are no transactions involving either Ms. Rapaport or Ms. Rolfe would be required to be reported under Item 404(a) of Regulation S-K.


2024 Equity Incentive Plan 


In connection with the consummation of the Business Combination, the stockholders of PBAX approved the CERo Therapeutics Holdings, Inc. 2024 Equity Incentive Plan (the "2024 Equity Incentive Plan") and the Board adopted the 2024 Equity Incentive Plan. The 2024 Equity Incentive Plan provides for the award of stock options (both incentive and non-qualified), stock appreciation rights, restricted stock units awards, restricted stock awards, performance awards unrestricted stock awards, and other stock awards. Employees, consultants and directors of the Company and its affiliates are eligible to receive awards under the 2024 Equity Incentive Plan. The 2024 Equity Incentive Plan is administered by the Board or the compensation committee of the Board, referred to herein as the "plan administrator".


The Board (or any committee thereof) may also delegate to one or more of the Company's officers the authority to (i) designate employees (other than officers) to receive specified stock awards and (ii) determine the number of shares subject to such stock awards. Under the 2024 Equity Incentive Plan, the Board (or an authorized delegate) has the authority to determine award recipients, grant dates, the numbers and types of awards to be granted, the applicable fair market value in a manner consistent with the Internal Revenue Code of 1986, as amended (the "Code"), and the provisions of each award, including the period of exercisability, the vesting schedule applicable to a stock award and the number of shares of stock to be covered by any award.


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The Board has the authority to amend, suspend, or terminate the 2024 Equity Incentive Plan at any time, provided that such action does not materially impair the existing rights of any participant without such participant's written consent. Certain material amendments also require approval of the Company's stockholders.


Subject to adjustment for changes in the Company's capitalization, the maximum number of shares of new Common Stock that may be issued under the 2024 Equity Incentive Plan after it becomes effective will not exceed a number of shares of Common Stock equal to the product of (i) 20%, multiplied by (ii) the total number of shares of the fully diluted Common Stock determined as of immediately following the closing of the Business Combination (the "Share Reserve"). The CERo options that are assumed as part of the Business Combination and converted into options to purchase shares of the Common Stock are not counted in the Share Reserve. In addition, the Share Reserve will automatically increase on January 1 of each year for a period of ten years, commencing on January 1, 2024 and ending (and including) on January 1, 2034, in an amount equal to (i) five percent (5%) of the total number of shares of the fully diluted Common Stock determined on December 31 of the preceding year, or (ii) a lesser number of shares of the Common Stock determined by the Board or the compensation committee prior to January 1 of a given year.


The value of all awards awarded under the 2024 Equity Incentive Plan and all other cash compensation paid by the Company to any non-employee director in any calendar year may not exceed (i) $1,000,000 in total value or (ii) if such non-employee director is first appointed or elected to the Board during such annual period, $1,500,000 in total value, in each case, calculating the value of any equity awards based on the grant date fair value of such equity awards for financial reporting purposes.


A more complete summary of the terms of the 2024 Equity Incentive Plan is set forth in the Proxy Statement/Prospectus, in the section titled "Proposal No. 6 - The Incentive Plan Proposal." That summary and the foregoing description of the 2024 Equity Incentive Plan are qualified in their entirety by reference to the text of the 2024 Equity Incentive Plan, which is attached as Exhibit 10.2 hereto and incorporated herein by reference.


2024 ESPP


In connection with the consummation of the Business Combination, the Company adopted the 2024 Employee Stock Purchase Plan (the "2024 ESPP"), which became effective on the date immediately preceding the closing of the Business Combination.


The 2024 ESPP includes two components: a "423 Component" and a "Non-423 Component." The 423 Component is intended to qualify as an "employee stock purchase plan" within the meaning of Section 423 of the Code. The Non-423 Component will be construed in a manner that is consistent with the requirements of Section 423 of the Code, and is intended to allow non-US employees to also participate in the plan, subject to applicable requirements of foreign laws.


The maximum number of shares of Common Stock that may be issued under the 2024 ESPP Plan is [•] shares, subject to adjustments for changes in the Company's capitalization.


In addition, the number of shares of Common Stock reserved and available for issuance under the 2024 ESPP will automatically increase January 1, 2025 and each January thereafter by the lesser of (i) 1% of the total number of shares of the fully diluted Common Stock determined on December 31 of the preceding year, and (y) 200% of the Initial Share Reserve (as defined in the 2024 ESPP).


A more complete summary of the terms of the 2024 Employee Stock Purchase Plan is set forth in the Proxy Statement/Prospectus in the section titled "Proposal No. 7 - The ESPP Proposal." That summary and the foregoing description of the 2024 ESPP are qualified in their entirety by reference to the text of the 2024 ESPP, which is attached as Exhibit 10.3 hereto and incorporated herein by reference.


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