--- title: "CERo agrees to sell operating unit to SRX Global" url: "https://aibio.space/news/cero-agrees-sell-operating-unit-srx-global/" publisher: "aibio.space (Biotech Investor Relations News)" date: "2026-10-07" section: "Debt Financing" tickers: "OTC:CERO" source: "https://www.sec.gov/Archives/edgar/data/1870404/000121390026107410/ea0307733-8k_cero.htm" summary: "CERo Therapeutics Holdings agreed on October 6, 2026 to sell its operating subsidiary to SRX Global Inc. The buyer would discharge the Consolidated Note, w" --- By the aibio.space news desk. Sources - [CERo Therapeutics Holdings, Inc. 8-K (2026-10-07)](https://www.sec.gov/Archives/edgar/data/1870404/000121390026107410/ea0307733-8k_cero.htm) - [CERo Therapeutics Holdings, Inc. 10-K (2026-04-15): business](https://www.sec.gov/Archives/edgar/data/1870404/000121390026044040/ea0285271-10k_cero.htm) - [CERo Therapeutics Holdings, Inc. financial data (SEC XBRL)](https://www.sec.gov/Archives/edgar/data/1870404/000121390026044040/) [CERO](https://aibio.space/companies/cero-therapeutics/) 2026-10-07 # CERo agrees to sell operating unit to SRX Global Tickers [CERO](https://aibio.space/companies/cero-therapeutics/) CERo Therapeutics Holdings agreed on October 6, 2026 to sell its operating subsidiary to SRX Global Inc. The buyer would discharge the Consolidated Note, which had an outstanding principal balance of $8,249,643.77. ## Key facts - **Company**: CERo Therapeutics Holdings, Inc. (OTC: CERO) - **News type**: Debt Financing - **Primary source**: [CERo Therapeutics Holdings, Inc. 8-K (2026-10-07)](https://www.sec.gov/Archives/edgar/data/1870404/000121390026107410/ea0307733-8k_cero.htm) *A meeting room with a long table and a screen. CC0, via rawpixel. The picture shows the field, not the companies named.* CERo Therapeutics Holdings, Inc. entered into a Stock Purchase Agreement on October 6, 2026 with SRX Global Inc., a Delaware corporation formerly known as SRX Health Solutions, Inc. Under the agreement, Holdings will sell all of the outstanding capital stock of CERo Therapeutics, Inc., its wholly owned operating subsidiary. When the sale closes, Holdings will cease to own the subsidiary. Holdings disclosed the agreement in a [Form 8-K](https://www.sec.gov/Archives/edgar/data/1870404/000121390026107410/ea0307733-8k_cero.htm) dated October 6, 2026. ## The terms At closing, Holdings will receive three things. The first is SRX common stock, equal to $1,000,000.00 divided by the lower of two prices: the NYSE American closing price on the trading day before signing, and the 20-day volume-weighted average price of SRX stock ending that day. The second is forgiveness, cancellation and discharge of all obligations under the Consolidated Senior Secured Promissory Note entered into on August 27, 2026. The original principal was up to $11,666,108.77, and the outstanding principal balance was $8,249,643.77 as of the date of the report, plus accrued and unpaid interest, fees and expenses. The third is the buyer's assumption of liabilities of approximately $1,562,000 under the purchase agreement and a related assumption agreement. The debt discharge comes with termination of the related pledge, security and guaranty agreements and release of the liens. The note's maturity date was extended to five business days after the earlier of closing or a valid termination of the agreement. The agreement provides a 30-day go-shop period from the signing date. During that period, Holdings may solicit alternative proposals. Holdings has retained Joseph Gunnar & Co., LLC to conduct the go-shop process. If a Superior Proposal arrives before the go-shop ends, the agreement allows up to 45 additional days to negotiate and sign a definitive agreement. That proposal must have no third-party financing condition, close by March 15, 2027, and repay the note in full, release the liens and pay the termination fee. Holdings must pay a $750,000 termination fee if it accepts a Superior Proposal, among other cases. The later sections of the 8-K show that SRX is the secured party: the board determined that the shares of the subsidiary are collateral pledged to SRX under the Pledge Agreement, and that the sale is an alternative to foreclosure that eliminates and reduces the secured debt. The filing says no vote of common stockholders is required under Delaware law. A special committee of independent directors unanimously recommended the deal. The 8-K does not name the board's financial advisor; Joseph Gunnar & Co., LLC is named only for the go-shop. Closing is conditioned on SRX acquiring Holdings' Series C, Series D and Series E preferred stock, and on holders of the Series A preferred stock giving waivers or consents or converting into common stock. ## What CERo does CERo describes itself in its [annual report](https://www.sec.gov/Archives/edgar/data/1870404/000121390026044040/ea0285271-10k_cero.htm) as an immunotherapy company developing engineered T cell therapeutics for cancer. Its lead molecule is CER-1236, an autologous T cell product that targets TIM-4 ligand, also known as phosphatidylserine. The company began a Phase 1/1b study of CER-1236 in acute myeloid leukemia in May 2025. The report says the fifth patient was dosed in March 2026, so the study is very small, and the filings give no efficacy results. It also says the company anticipated starting a Phase 1 study in lung and ovarian cancer in the first quarter of 2026. ## Financial position The annual report shows a net loss of $19.9 million for 2025. Year-end 2025 cash and cash equivalents were $1.7 million, and they were $862,756 at June 30, 2026, against $16.1 million used in operations in 2025. In plain terms, Holdings is selling its only operating business to its secured lender for stock worth $1,000,000.00. Under the agreement, the consideration Holdings receives is SRX shares, the discharge of the note and the assumed liabilities. The 8-K does not describe a cash payment to Holdings. [Report an error](https://aibio.space/reputation/#correction) ## Companies in this story CERO CERo Therapeutics Holdings, Inc. 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Cite as: aibio.space, "CERo agrees to sell operating unit to SRX Global", 2026-10-07, https://aibio.space/news/cero-agrees-sell-operating-unit-srx-global/