{"schema_version":"secwatch.filing_event.v1","accession":"0001213900-26-107410","form_type":"8-K","ticker":"CERO","cik":"0001870404","company_name":"CERO THERAPEUTICS HOLDINGS, INC.","filed_at":"2026-10-07T12:30:40+00:00","discovered_at":"2026-10-07T12:35:00.255457+00:00","generated_at":"2026-10-12T15:59:19.378717+00:00","sec_items":["1.01","9.01"],"event_type":"m_and_a","sentiment":"negative","materiality_score":0.85,"calibrated_materiality_score":0.85,"confidence":"high","headline":"CERo Therapeutics to sell operating subsidiary to SRX Global for $1M stock plus forgiveness of $8.25M secured note","bullets":["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."],"urls":{"canonical":"https://secwatch.observer/filing/0001213900-26-107410","json":"https://secwatch.observer/filing/0001213900-26-107410.json","markdown":"https://secwatch.observer/filing/0001213900-26-107410.md","text":"https://secwatch.observer/filing/0001213900-26-107410.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1870404/000121390026107410/0001213900-26-107410-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1870404/000121390026107410/ea0307733-8k_cero.htm"},"model":{"generated_by":"deepseek-v4.1-flash:cloud@v2","generated_at":"2026-10-12T15:59:19.378717+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}