SRX Global Inc.: agrees to acquire CERo Therapeutics

What happened

• SRX Global Inc. reported that on Oct 6, 2026 it entered into a Stock Purchase Agreement with CERo Therapeutics Holdings, Inc. under which SRX will acquire from Holdings all outstanding capital stock of CERo Therapeutics, Inc. (the “Subsidiary”). Upon completion of the Transaction the Subsidiary will become a wholly owned subsidiary of the Company.
• At Closing the Company will (i) issue to Holdings shares of the Company’s common stock determined by dividing $1,000,000.00 by the lower of (a) the closing price of the Company’s common stock on the NYSE American on the trading day immediately preceding the date of the Purchase Agreement and (b) the 20-day volume-weighted average price of the Company’s common stock ending on such date, (ii) forgive, cancel and discharge all obligations under the Consolidated Senior Secured Promissory Note (original principal in an amount up to $11,666,108.77; outstanding principal balance $8,249,643.77 as of the filing) plus accrued and unpaid interest, fees and expenses, and (iii) assume specified liabilities in the amount of approximately $1,562,000 and indemnify Holdings for those assumed liabilities. The maturity date of the Consolidated Note will be extended to five (5) business days following the earlier of the Closing or a valid termination of the Purchase Agreement.

Key details

• The Purchase Agreement includes a 30-day go-shop period beginning on the signing date; Holdings may solicit Superior Proposals during that period and must notify the Company within 24 hours of any proposal.
• A Superior Proposal must be a bona fide written proposal that, among other requirements, is not subject to third-party financing and requires consummation no later than Mar 15, 2027.
• Termination fees: Holdings must pay a $750,000 termination fee in specified circumstances; SRX may owe $750,000 in specified termination circumstances involving SRX’s failure to fund, and the agreement provides for reimbursement of up to $100,000 of transaction expenses in certain Company-breach terminations.
• Closing conditions include the Company’s acquisition of Holdings’ Series C, Series D and Series E preferred stock and specified waivers or conversions by holders of Series A preferred stock; the Company’s obligations are not subject to a financing condition.

Why it may matter

• The filing reports Item 1.01 (entry into a material definitive agreement): a Stock Purchase Agreement that covers issuance of shares, discharge of outstanding secured debt, assumption of liabilities, go-shop and Superior Proposal procedures, termination fees, and specified closing conditions and covenants.
• A filing does not show why the insider traded or why the company acted.