Phoenix Biotech Acquisition Corp. entered into a securities purchase agreement to issue Series A convertible preferred stock, par value $0.0001 per share and warrants to purchase 125,000 shares of Common Stock for aggregate gross proceeds of $2,000,000 on February 5, 2024. The transaction include participation from new investor, Keystone Capital Partners LLC.

The Warrants will initially be exercisable for cash at an exercise price equal to the greater of $9.2 and the closing price of the Common Stock on the trading day immediately prior to the Subscription Date. The exercise price is subject to adjustment for stock splits, combinations and similar events, and, in the event of stock dividends and splits, the number of shares of Common Stock issuable upon the exercise of the Warrant will also be adjusted so that the aggregate exercise price shall be the same immediately before and immediately after any such adjustment. The Warrants shall be exercisable beginning six months after the consummation of the issuance date and expiring on the third anniversary of the Initial Exercisability Date.

Each holder of Series A Preferred Stock may convert all, or any part, of the outstanding Series A Preferred Stock, at any time at such holder?s option, into shares of the Company Common Stock at the fixed ?Conversion Price? of $10, which is subject to proportional adjustment upon the occurrence of any stock split, stock dividend, stock combination and/or similar transactions. Each share of Series A Preferred Stock shall have a stated value of $1,000 per share.

At the consummation of this offering, the Company will issue at least 2,000 shares of the Company Series A Preferred Stock. When issued, the Series A Preferred Stock will be fully paid and non-assessable. In no event shall the Series A Preferred Stock be convertible into a number of shares of Common Stock exceeding 19.99% of the total number of shares of Common Stock outstanding immediately prior to the execution of the Securities Purchase Agreement, except that such limitation shall not apply in the event that New CERo obtains the approval of the issuance of such shares by its stockholders in accordance with the applicable stock exchange rules.