Cero Therapeutics Holdings, Inc. entered into a definitive Stock Purchase Agreement on October 6, 2026, to sell its wholly owned operating subsidiary, Cero Therapeutics, Inc., to SRX Global Inc. The transaction involves the sale of all outstanding capital stock of the Subsidiary to SRX, a Delaware corporation formerly known as SRX Health Solutions, Inc.
Under the terms of the agreement, Cero will receive consideration consisting of SRX common stock, the forgiveness of its debt obligations, and the assumption of liabilities. Specifically, Cero will receive shares of SRX common stock determined by dividing $1,000,000 by the lower of SRX's closing price on the NYSE American on the trading day preceding the agreement or its 20-day volume-weighted average price. Additionally, SRX will forgive the outstanding principal balance of the Consolidated Senior Secured Promissory Note, which is $8,249,643.77 as of the date of the report, along with accrued interest, fees, and expenses. SRX will also assume approximately $1,562,000 in liabilities and provide indemnification to Cero.
The agreement includes a 30-day go-shop period allowing Cero to solicit alternative acquisition proposals. If a Superior Proposal is received, Cero may negotiate for up to 45 additional days. The transaction is subject to the satisfaction of closing conditions, including the acquisition of Cero’s Series C, Series D, and Series E preferred stock and the approval of Series A preferred stock holders. The closing is expected to occur on the first business day following the end of the go-shop period, subject to the satisfaction of these conditions.
