CERo Therapeutics to sell operating subsidiary to SRX Global for $1M stock plus forgiveness of $8.25M secured note

CERO THERAPEUTICS HOLDINGS, INC.

Holdings to sell all stock of unit CERo Therapeutics, Inc. to SRX Global Inc. under an October 6, 2026 Stock Purchase Agreement; lead candidate CER-1236 goes with the subsidiary.
Consideration: SRX shares worth $1,000,000 (computed at the lower of SRX's pre-signing close or 20-day VWAP) plus cancellation of the $8,249,643.77 Consolidated Note balance.
Buyer also assumes approximately $1,562,000 of specified liabilities; Consolidated Note maturity extended to 5 business days after Closing or valid termination.
30-day go-shop runs from signing with Joseph Gunnar & Co. retained; a Superior Proposal gets up to 45 extra days and must close by March 15, 2027; $750,000 termination fee each way.
Closing conditioned on SRX acquiring Holdings' Series C, D and E preferred and Series A holders waiving or converting; no common stockholder vote needed under DGCL Section 272 collateral sale.

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