On October 6, 2026, SRX Global Inc. entered into a definitive Stock Purchase Agreement to acquire all outstanding capital stock of CERo Therapeutics, Inc., the wholly owned operating subsidiary of CERo Therapeutics Holdings, Inc.
The transaction consideration will be paid through a combination of stock and the assumption of liabilities. At closing, SRX will issue shares of its common stock valued at $1,000,000, calculated based on the lower of the company's closing price or 20-day volume-weighted average price on the NYSE American immediately preceding the signing date.
In addition to the stock consideration, SRX will forgive and cancel the outstanding obligations under a Consolidated Senior Secured Promissory Note. The note, which had an outstanding principal balance of $8,249,643.77 as of the report date, was originally issued on August 27, 2026. The total amount discharged includes the principal, accrued interest, fees, and expenses, totaling up to $11,666,108.77.
SRX will also assume approximately $1,562,000 in liabilities specified in the agreement. The deal includes a 30-day go-shop period starting on the signing date, during which CERo may solicit alternative acquisition proposals. If a Superior Proposal is received and accepted, the agreement provides up to 45 additional days to negotiate.
The closing is contingent upon the acquisition of CERo's Series C, Series D, and Series E preferred stock, as well as specific waivers or consents from holders of Series A preferred stock. SRX has unconditionally guaranteed indemnification obligations and agreed to deliver a mutual release extinguishing pre-closing claims against CERo and its officers and directors.
