CERO Therapeutics Holdings, Inc.: enters stock purchase agreement

What happened

• CERO Therapeutics Holdings, Inc. reported that on Oct 6, 2026 it entered into a Stock Purchase Agreement with SRX Global Inc. under which Holdings will sell all outstanding capital stock of its wholly owned operating subsidiary, CERO Therapeutics, Inc. (the “Transaction”). At Closing, Holdings will cease to own the Subsidiary. The filing also states the maturity date of the Consolidated Senior Secured Promissory Note will be extended in connection with signing.

Key details

• Consideration at Closing includes: (i) SRX common stock equal to $1,000,000.00 divided by the lower of SRX’s closing price on the NYSE American on the trading day before the Purchase Agreement or SRX’s 20-day VWAP ending that date; (ii) forgiveness, cancellation and discharge of obligations under the Consolidated Note (original principal up to $11,666,108.77; outstanding principal $8,249,643.77 as of the filing date) plus accrued interest, fees and expenses; and (iii) SRX’s assumption of specified liabilities of approximately $1,562,000 and related indemnities.
• The Purchase Agreement provides a 30-day go-shop period beginning on the signing date and, if a Superior Proposal is received, up to 45 additional days to negotiate.
• Termination and reciprocal termination fees of $750,000 are specified for certain terminations; the agreement also allows reimbursement of up to $100,000 for certain Buyer expenses and preserves remedies for fraud and willful breach.
• Closing is conditioned on SRX’s acquisition of Holdings’ Series C, Series D and Series E preferred stock and required actions or consents from Series A preferred holders; the Buyer’s obligations are not subject to a financing condition. The Holdings board, on the unanimous recommendation of a special committee of independent directors, approved the Purchase Agreement.

Why it may matter

• Item 1.01 was reported: entry into a material definitive agreement. The filing covers the Purchase Agreement terms, consideration, treatment of secured debt and pledged collateral, go-shop and Superior Proposal mechanics, termination rights and fees, closing conditions, and indemnities and releases for pre-closing claims. The filing does not show why the insider traded or why the company acted.