CERO THERAPEUTICS HOLDINGS, INC. (CERO) Form 8-K — Oct 7, 2026
CERo Therapeutics Holdings signed a Stock Purchase Agreement on October 6, 2026 to sell 100% of its operating subsidiary, CERo Therapeutics, Inc., to SRX Global Inc. In exchange, Holdings will receive $1,000,000 of SRX common stock, forgiveness of a secured note with $8,249,643.77 outstanding principal, and Buyer's assumption of roughly $1,562,000 in specified liabilities. The deal was structured as an alternative sale of pledged collateral under DGCL Section 272, meaning no vote of common stockholders is required, and closing depends on SRX acquiring the company's Series C, D, and E preferred stock and Series A preferred holder consents or conversions.
Key figures
- Deal Value Usd
- 1000000
- Outside date
- December 15, 2026 (extendable to March 15, 2027)
- Termination fee
- 750000
- Lockup period days
- 180
- Assumed liabilities
- 1562000
- Go shop period days
- 30
- Reverse termination fee
- 750000
- Expense reimbursement cap
- 100000
AI analysis
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