SRX Global and CERO 1236, a Wholly-Owned SPV, Enter into Definitive Agreement to Acquire CERo Therapeutics, an Innovative Cellular Immunotherapy Company Developing CER 1236 for Hematologic Malignancies

SRX expects capital to be raised directly into the subsidiary without diluting existing SRX Global shareholders.

Rhea-AI Summary

SRX Global (NYSE American: SRXH) entered a definitive purchase agreement to acquire CERo Therapeutics, the operating subsidiary of CERo Therapeutics Holdings. The pending transaction would make CERo Therapeutics wholly owned by SRX. SRX expects subsidiary-level fundraising through its CERO 1236 special-purpose vehicle without diluting existing SRX shareholders, and expects the acquisition to accelerate development of CER-1236 for blood cancers.

CERo has treated six patients in the Phase 1 CERTAIN-T trial. No dose-limiting toxicities were observed during the assessment period in the latest three-patient cohort at an increased dose. Results remain preliminary and do not establish safety or efficacy. The third planned cohort has begun, with patients being screened; it is expected to evaluate one billion cells per patient and include myelodysplastic syndromes and myelofibrosis.

7 points · 0 major

PositiveiHow this balance works

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Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.

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0 major · 1 point

Hollow bars mark forward-looking points. How the balance works

Positive

• Moderate point. Forward-looking: it has not happened yet and may not happen.Definitive purchase agreement would add CERo Therapeutics as a wholly owned SRX subsidiary.
• Moderate point. Forward-looking: it has not happened yet and may not happen.Subsidiary-level fundraising is planned through CERO 1236 without diluting existing SRX shareholders.
• Minor point. Forward-looking: it has not happened yet and may not happen.CER-1236 development is expected by SRX to accelerate with enhanced capital access and operational resources.
• Minor pointPreliminary trial findings: no dose-limiting toxicities during assessment in the latest three-patient, increased-dose cohort.
• Minor pointCER-1236 cell expansion was observed after administration in the ongoing trial.

2 minor points

• Minor point. Forward-looking: it has not happened yet and may not happen.Third planned cohort initiated; screening is underway for an expected one billion cells per patient.
• Minor point. Forward-looking: it has not happened yet and may not happen.Third cohort is expected to include myelodysplastic syndromes and myelofibrosis.

Negative

• Minor pointAcquisition remains pending; CERo Therapeutics has not yet become an SRX subsidiary.

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Details

Market Reaction – SRXH

$1.48 – $1.63 Day Range

$30.40M Market Cap

On Oct 7, the day this news came out, the latest delayed price for SRXH is 1.35% above the previous close. Our momentum scanner has recorded 15 alerts for this stock so far that day. The latest delayed price is $1.50. Relative volume is very high at 3.4x the average.

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Key Figures

Patients treated: 6 patients Most recent cohort: 3 patients Dose-limiting toxicities: None observed +1 more

Patients treated

6 patients

Ongoing Phase 1 CERTAIN-T trial

Most recent cohort

3 patients

CER-1236 administered at an increased dose level

Dose-limiting toxicities

None observed

Most recent cohort during the DLT assessment period

Planned dose

1 billion cells per patient

Third planned CERTAIN-T cohort

Previous Acquisition Reports

1 past event · Latest: Aug 31

Same Type 1 event

1. Aug 31

   CERo debt investment

   24h Move

   -1.8%

   SRX disclosed a senior secured debt investment in CERo, the same company now covered by the acquisition agreement.

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Key Terms

dose-limiting toxicities, pharmacokinetic, pharmacodynamic, overall response rate, +1 more

5 terms

dose-limiting toxicities medical

"with no dose-limiting toxicities ("DLTs") observed during the DLT assessment period"

Dose-limiting toxicities are the harmful side effects seen in early clinical trials that are severe enough to stop researchers from raising a drug’s dose. Like a car’s speed limiter marking the safe top speed, DLTs define the maximum tolerable dose, and they matter to investors because they determine whether a medicine can reach effective levels, influence development timelines, costs, and regulatory chances, and thus affect a drug’s commercial prospects.

pharmacokinetic medical

"evaluate the pharmacokinetic and pharmacodynamic profile of CER-1236"

Pharmacokinetic describes how a drug moves through and leaves the body — how it is absorbed, spread to tissues, broken down and excreted — like tracking a package from pickup to delivery and disposal. For investors, these properties determine effective dose, safety risks, how often a medicine must be taken, and how reliably it works, which in turn influence clinical trial success, regulatory approval chances, production complexity and a drug’s commercial value.

pharmacodynamic medical

"evaluate the pharmacokinetic and pharmacodynamic profile of CER-1236"

Pharmacodynamic describes how a drug acts on the body — the biological effects it produces, how strong those effects are, and how long they last. For investors, pharmacodynamic data show whether a treatment actually works and at what dose, shaping expectations about a drug’s safety, effectiveness, regulatory success and market potential; think of it like testing how well a key turns a lock and whether it reliably opens the door.

overall response rate medical

"including overall response rate ("ORR"), complete response ("CR")"

Overall response rate is the percentage of patients in a clinical study whose measurable disease shrinks or disappears after receiving a treatment. Investors watch it like a product’s “hit rate” because higher response rates can signal a drug’s effectiveness, boost chances of regulatory approval and market demand, and affect a company’s future revenue prospects, similar to how a higher batting average suggests a more reliable player.

measurable residual disease medical

"and measurable residual disease ("MRD")"

Measurable residual disease (MRD) is the tiny number of cancer cells that remain in a patient after treatment and can be detected using sensitive laboratory tests even when scans look clear. For investors, MRD matters because it's a strong early signal of how well a therapy works, can influence clinical trial success, regulatory decisions and future sales, and helps predict whether disease will come back much like spotting embers after a put-out fire.

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SPV, CERO 1236, to raise capital directly into subsidiary and not dilute existing SRX Global shareholders

Proposed acquisition expected to accelerate development of CERo's lead product candidate, CER-1236, for hematologic malignancies

NORTH PALM BEACH, Fla., Oct. 07, 2026 (GLOBE NEWSWIRE) -- SRX Global Inc. (NYSE American: SRXH) (the “Company” or “SRX”), an AI-enabled platform dedicated to generating long-term shareholder value through investments in high-conviction operating companies and strategic assets, today announced that it has entered into definitive purchase agreement under which CERo Therapeutics, the operating subsidiary of CERo Therapeutics Holdings, Inc. (OTCQB: CERO) ("CERo Holdings" and, together with CERo Therapeutics, "CERo"), an innovative cellular immunotherapy company advancing the next generation of engineered T cell therapeutics that employ phagocytic mechanisms, will become a wholly owned subsidiary of SRX Global.

The pending transaction is expected to accelerate the advancement of CERo's clinical programs. The combination of Cero and the CERO 1236 SPV is expected to benefit from enhanced access to capital. The transaction combines SRX Global's public company infrastructure with CERo's innovative oncology platform.

Chief Executive Officer of SRX Global Inc., Kent Cunningham stated, "This proposed acquisition reflects our strategy of investing in high-conviction operating companies with meaningful long-term value creation potential. CERo's differentiated approach to engineered T cell therapeutics, and the clinical progress the team has made with CER-1236, make it a compelling addition to our platform. We expect this transaction to give CERo enhanced access to capital and broader operational resources to support continued advancement of CER-1236 and its broader R&D efforts, while providing SRX shareholders exposure to an innovative oncology asset."

CERo Chief Executive Officer, Chris Ehrlich added, "This proposed transaction represents an important development for CERo and our mission to develop potentially life-prolonging therapies for patients experiencing rare and difficult-to-treat cancers. By becoming part of SRX, we expect CERo Therapeutics to benefit from broader operational resources that can support the continued advancement of CER-1236 and our broader R&D efforts. We believe the proposed transaction provides a stronger platform from which to execute our clinical development strategy and create long-term value for patients and shareholders."

Under the terms of the proposed transaction, Andrew ("Al") Kucharchuk, currently CERo Chief Financial Officer, is expected to serve as President of and primary executive of CERo Therapeutics following the closing of the proposed transaction. Chris Ehrlich and current CERo director Brian Atwood are each expected to serve on the CERo Therapeutics Board of Directors and as Special Advisors to the President. This leadership structure is intended to provide continuity for CERo Therapeutics operations.

To date, CERo has reported treating six patients in the ongoing Phase 1 CERTAIN-T trial. In the most recent cohort of three patients, CER-1236 was administered at an increased dose level, with no dose-limiting toxicities ("DLTs") observed during the DLT assessment period. As previously reported, CERo has also observed expansion of infused CER-1236 cells following administration, and CERo continues to evaluate the pharmacokinetic and pharmacodynamic profile of CER-1236 as the study advances through dose escalation. These clinical results are preliminary and are not sufficient to establish the safety or efficacy of CER-1236.

CERo has initiated the third planned cohort of the CERTAIN-T study, which is expected to evaluate the planned one billion cells/patient protocol and is currently screening patients for enrollment. The cohort is also expected to include patients with myelodysplastic syndromes ("MDS") and myelofibrosis ("MF"), reflecting CERo's strategy to further evaluate CER-1236 in additional myeloid disease settings.

About the CERTAIN-T Trial
The first-in-human, multicenter, open-label Phase 1/1b CERTAIN-T study is designed to evaluate the safety, tolerability, pharmacokinetics, pharmacodynamics, and preliminary clinical activity of CER-1236 in patients with hematologic malignancies. The study initially enrolled patients with acute myeloid leukemia ("AML"), including relapsed/refractory AML, measurable residual disease AML, and newly diagnosed TP53-mutated AML, and has since expanded to include transfusion-dependent myelodysplastic syndromes ("TD-MDS"), high-risk myelodysplastic syndromes ("HR-MDS"), and post-JAK inhibitor myelofibrosis ("MF"). Primary endpoints include safety and tolerability. Secondary endpoints include pharmacokinetics and measures of clinical response, including overall response rate ("ORR"), complete response ("CR"), composite complete response ("cCR"), and measurable residual disease ("MRD").

About SRX Global Inc.
SRX Global is an AI-driven platform focused on generating long-term shareholder value through investments in high-conviction operating companies, strategic assets, and technology-enabled opportunities. The Company leverages proprietary technology, data analytics, and disciplined capital allocation to identify and manage investments across multiple sectors.

About CERo Therapeutics Holdings, Inc.
CERo Therapeutics Holdings, Inc. is an innovative immunotherapy company advancing the development of engineered T cell therapeutics for the treatment of cancer. The company's proprietary approach to T cell engineering is designed to integrate characteristics of innate and adaptive immunity into a single therapeutic construct intended to engage multiple immune mechanisms against cancer. CERo refers to these engineered cells as Chimeric Engulfment Receptor T cells ("CER-T").

CERo's lead investigational product candidate, CER-1236, is being evaluated in hematologic malignancies.

Forward-Looking Statements
This communication contains forward-looking statements within the meaning of applicable securities laws. These statements include, without limitation, statements regarding the proposed transaction, including its expected timing and completion, the satisfaction of closing conditions and the go-ship process, the anticipated benefits of the proposed transaction to SRX Global and CERo, the clinical development, safety profile, pharmacokinetic and pharmacodynamic characteristics, therapeutic potential, and future evaluation of CER-1236; the progression, design, and enrollment of the CERTAIN-T trial; planned cohort expansion and dose escalation; and SRX Global's and CERo's development strategy and objectives. These statements are based on current expectations and assumptions and are subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statements.

Risks and uncertainties related to the proposed transaction include, among others, the possibility that the transaction is not completed on the anticipated timeline or at all; that the go-shop process results in a superior proposal and the termination of the purchase agreement, including the payment of termination fees; the failure to satisfy closing conditions, including those related to CERo Holdings’ preferred stock; changes in the value or liquidity of SRX common stock issued as consideration; disruption to CERo Therapeutics’ operations, personnel and business relationships; and the risks inherent in the clinical development of CER-1236, an investigational product candidate. Certain risks that could cause actual results to differ are set forth in SRX Global's and CERo's respective filings with the Securities and Exchange Commission, including their most recent Annual Reports on Form 10-K and subsequent Quarterly Reports on Form 10-Q, and the documents incorporated by reference therein. The risks described in these filings are not exhaustive. Forward-looking statements are not guarantees of performance, and undue reliance should not be placed on such statements. SRX Global undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by law.

Company Contact:
SRX Global Inc.
Kent Cunningham, Chief Executive Officer

Investor Contact:
KCSA Strategic Communications
Valter Pinto, Managing Director
212-896-1254

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What is SRX Global acquiring in the CERo transaction?

SRX Global has entered a definitive purchase agreement to acquire CERo Therapeutics, the operating subsidiary of CERo Therapeutics Holdings. Under the pending transaction, CERo Therapeutics would become a wholly owned SRX subsidiary.

Will the planned CERo subsidiary fundraising dilute SRXH shareholders?

SRX plans to raise capital directly into the subsidiary through CERO 1236 without diluting existing SRX Global shareholders. The fundraising is planned, rather than reported as completed.

Who is expected to lead CERo Therapeutics after the SRX acquisition closes?

Andrew “Al” Kucharchuk, currently CERo Chief Financial Officer, is expected to become President and primary executive of CERo Therapeutics following closing. Chris Ehrlich and Brian Atwood are each expected to join its board and serve as Special Advisors to the President.

What does CERo's CERTAIN-T trial measure?

The Phase 1/1b CERTAIN-T trial has safety and tolerability as its primary endpoints. Secondary endpoints examine how CER-1236 behaves in the body and clinical responses, including overall response, complete response, composite complete response, and measurable residual disease, meaning cancer remaining after treatment. It is a first-in-human, multicenter, open-label study.