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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
Date of Report (Date of earliest event reported):
October 6, 2026
CERO THERAPEUTICS HOLDINGS, INC.
(Exact Name of Registrant as Specified in its Charter)
| Delaware |
|
001-40877 |
|
81-4182129 |
(State or other Jurisdiction
of Incorporation) |
|
(Commission File Number) |
|
(I.R.S. Employer
Identification No.) |
201 Haskins Way, Suite 230,
South San Francisco, CA |
|
94080 |
| (Address of Principal Executive Offices) |
|
(Zip Code) |
Registrant’s telephone number: (650) 407-2376
(Former name or former address, if changed since
last report.)
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b)
of the Act:
| Title of Each Class |
|
Trading Symbol(s) |
|
Name of Each Exchange on Which Registered |
| Common Stock, par value $0.00001 per share |
|
CERO |
|
None |
| Warrants, each warrant exercisable for one two-thousandths of a share of Common Stock |
|
CEROW |
|
None |
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the
Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act.
Item 1.01. Entry into a Material Definitive Agreement.
Stock Purchase Agreement
On October 6, 2026, CERo Therapeutics Holdings,
Inc., a Delaware corporation (the “Company” or “Holdings”), entered into a Stock Purchase Agreement (the “Purchase
Agreement”) with SRX Global Inc., a Delaware corporation formerly known as SRX Health Solutions, Inc. (“SRX” or the
“Buyer”). Subject to the terms and conditions of the Purchase Agreement, Holdings will sell to the Buyer all of the outstanding
capital stock of CERo Therapeutics, Inc., its wholly owned operating subsidiary (the “Subsidiary”), which sale is referred
to herein as the “Transaction.” Upon completion of the Transaction (the “Closing”), Holdings will cease to own
the Subsidiary. In connection with signing the Purchase Agreement, the maturity date of the Consolidated Senior Secured Promissory Note
entered into on August 27, 2026 (the “Consolidated Note”) will be extended to the date that is five (5) business days following
the earlier of the Closing Date or the valid termination of the Purchase Agreement pursuant to its terms. The following description of
the Purchase Agreement does not purport to be complete, and is qualified in its entirety by reference to the full text of the agreement,
copy of which is filed as 10.1 to this Current Report on Form 8-K, and is incorporated herein by reference. Capitalized terms used but
not otherwise defined herein have the meanings assigned to them in the Purchase Agreement.
Consideration
At Closing, Holdings will receive (i) shares
of SRX common stock determined by dividing $1,000,000.00 by the lower of (a) closing price of SRX common stock on the NYSE American
on the trading day immediately preceding the date of the Purchase Agreement, and (b) the 20-day volume-weighted average price (VWAP)
of SRX common stock on the NYSE American ending on such date, subject to adjustment for specified changes in SRX’s capital
structure; (ii) forgiveness, cancellation and discharge of all obligations under the Consolidated Note (in the original principal
amount of up to $11,666,108.77) and related loan documents (which as of the date of this Report, has an outstanding principal
balance of $8,249,643.77), plus accrued and unpaid interest, fees and expenses; and (iii) the Buyer’s assumption of the
liabilities specified in the Purchase Agreement and related assumption agreement in the amount of approximately $1,562,000, with
Buyer agreeing to defend, indemnify, and hold harmless Holdings and its past, present, and future officers and directors from and
against any and all claims, liabilities, and expenses arising out of or resulting from the assumed liabilities. The debt discharge
will be accompanied by termination of the related Pledge Agreement, Security Agreement, Company Guaranty, and releases of liens
securing the obligations represented by the Consolidated Note on the Subsidiary’s stock and assets.
Go-Shop and Superior Proposals
The Purchase Agreement provides a 30-day go-shop
period beginning on the signing date and ending thirty (30) days from the signing date (the “Go-Shop Period”). During this
period, Holdings and its representatives may actively solicit, initiate, facilitate, and encourage alternative acquisition proposals and
provide nonpublic information under acceptable confidentiality agreements. Holdings has retained Joseph Gunnar & Co., LLC to conduct
the go-shop process. Holdings must notify SRX within 24 hours after receipt of an acquisition proposal during the Go-Shop Period, identify
the bidder and summarize the material terms, and keep SRX reasonably informed of material developments.
If Holdings receives a Superior Proposal before
the Go-Shop Period expires, the Purchase Agreement provides up to 45 additional days after the go-shop end date to negotiate that proposal
and execute a definitive agreement. A “Superior Proposal” must, among other requirements, be a bona fide written proposal
that the Holdings board determines in good faith, after consultation with its financial advisor and outside counsel, is more favorable
to Holdings than the Transaction, taking into account any revisions proposed by SRX. The proposal must not be subject to third-party financing
and must require consummation no later than March 15, 2027. A qualifying alternative acquisition proposal must also contemplate full repayment
of Holdings’ obligations under the Consolidated Note and related security documents, release of the related liens and payment of
the applicable termination fee to SRX.
After the Go-Shop Period, the Purchase Agreement
restricts further solicitation, information sharing, and negotiations, subject to negotiation of any Superior Proposal received during
the Go-Shop Period, provisions and a fiduciary exception for qualifying unsolicited written proposals. Before terminating the Purchase
Agreement to enter into an agreement for a Superior Proposal, Holdings must comply with the applicable procedures, including at least
three business days’ prior written notice to SRX and, if requested, good-faith negotiations regarding revisions offered by SRX.
A material amendment to the competing proposal requires a new two-business-day notice period. The Holdings board must determine that the
competing proposal remains superior after considering SRX’s proposed revisions, and Holdings must pay the applicable termination
fee in connection with termination.
There can be no assurance that the go-shop process
will result in a Superior Proposal or that any alternative transaction will be completed.
Termination rights and reciprocal termination
fees
The Purchase Agreement may be terminated in specified
circumstances, including by mutual agreement, upon a final legal prohibition, for specified uncured breaches, or if Closing has not occurred
by the applicable outside date. Holdings may also terminate to enter into an agreement for a Superior Proposal in compliance with the
go-shop procedures, and the Buyer may terminate for a breach of the go-shop provisions or an adverse change in the Holdings board’s
recommendation.
Holdings is required to pay a $750,000 termination
fee in the circumstances specified in the Purchase Agreement, including if the Purchase Agreement is terminated in connection with Holdings’
acceptance of a Superior Proposal or by the Buyer following certain breaches of the go-shop provisions or an adverse recommendation change.
The fee may also become payable following certain terminations relating to the outside date or a breach by Holdings if a qualifying acquisition
proposal was outstanding and Holdings enters into an agreement for, or completes, an alternative acquisition within 12 months following
termination.
SRX may also be required to pay Holdings $750,000
if the Purchase Agreement is terminated in specified circumstances involving SRX’s failure to fund or deliver the required consideration
after the conditions to the Buyer’s obligations to consummate the Transaction have been satisfied, subject to the applicable termination
and cure provisions of the Purchase Agreement.
The Purchase Agreement also provides for reimbursement
of up to $100,000 of the Buyer’s reasonable, documented transaction expenses following certain Company-breach terminations, with
amounts paid credited against a subsequently payable Company termination fee. Subject to the Purchase Agreement, Holdings may elect specific
performance instead of the reverse termination fee, and fraud and willful-breach remedies are preserved.
Closing Conditions
The Closing of the Transaction is conditioned
upon SRX’s acquisition of the shares of Holdings’ Series C, Series D and Series E preferred stock.
The Closing of the Transaction is also conditioned
upon the holders of Holdings’ Series A preferred stock holding the requisite percentage or amount of such preferred stock providing
the applicable waivers or consents and/or converting their Series A preferred stock into Holdings common stock, in each case as specified
in the transaction documents.
In evaluating arrangements to satisfy the Series
A preferred stock closing condition, discussions have occurred regarding potential minority equity participation in a post-closing acquisition
entity; any such arrangements, if finalized, remain subject to definitive documentation, mutual agreement with the applicable preferred
holders, and review by the Special Committee.
Completion remains subject to the satisfaction
or permitted waiver of the applicable closing conditions, including specified consents, the accuracy of representations and warranties,
material compliance with covenants, the absence of specified material adverse effects, the preferred stock arrangements described above,
and delivery of the required transaction documents. Holdings’ conditions include SRX’s funding of the required advances and
delivery of the registration rights agreement providing for registration of the resale of the SRX shares issued to Holdings or their subsequent
distribution to Holdings’ stockholders, and requiring SRX to use commercially reasonable efforts to obtain and maintain the effectiveness
of the applicable registration statements, subject to the terms of that agreement. The Buyer’s obligations are not subject to a
financing condition.
The Purchase Agreement contemplates Closing on
the first business day following the end of the Go-Shop Period on which the closing conditions are satisfied or waived, unless the parties
agree otherwise in writing, subject to the applicable Superior Proposal provisions.
The Holdings board, acting on the unanimous recommendation
of a special committee of independent and disinterested directors, approved the Purchase Agreement and the Transaction. The Purchase Agreement
contemplates the sale of pledged collateral under Section 272 of the Delaware General Corporation Law (“DGCL”). Pursuant to
Section 272 of the DGCL, the Holdings board determined that the Shares constitute collateral pledged to SRX pursuant to the Pledge Agreement,
that the sale represents an alternative sale of pledged collateral in lieu of foreclosure resulting in the elimination and reduction of
the secured debt, and that the fair market value of the Shares does not exceed the total amount of secured liabilities and obligations
being eliminated, discharged, or assumed by Buyer. Accordingly, no vote or consent of the holders of Holdings common stock is required
under Delaware law to authorize or consummate the Transaction, subject to the satisfaction of the preferred stock closing conditions described
above.
The Purchase Agreement contains representations,
warranties and covenants, including restrictions on the Subsidiary’s conduct before Closing. It contemplates employment agreements
with certain key employees, 180-day lock-up agreements for specified recipients of consideration shares, and registration rights relating
to the SRX shares. Pursuant to the Purchase Agreement, Holdings may obtain, at its cost and expense, a prepaid “tail” directors’ and officers’ liability
insurance policy covering current and former directors and officers of Holdings and the Subsidiary, funded in part from funds previously
set aside by Holdings for such purpose. In addition, Buyer has unconditionally
guaranteed all indemnification, advancement, and exculpation obligations of the Subsidiary, and effective upon the Closing, Buyer, on
behalf of itself, its affiliates, and the acquired Subsidiary, has agreed to deliver a comprehensive mutual release extinguishing all
pre-closing claims and liabilities against Holdings and its current and former officers, directors, employees, and advisors, with such
individuals designated as express third-party beneficiaries entitled to enforce such protections directly.
The foregoing summary is qualified by the
Purchase Agreement, filed as Exhibit 10.1 to this report and incorporated by reference.
Forward looking statements
This report contains forward-looking statements
concerning the proposed Transaction, the go-shop process, potential alternative proposals, anticipated funding and debt relief, the allocation
of liabilities, preferred stock arrangements and the timing of Closing. These statements reflect current expectations and are subject
to risks and uncertainties that could cause actual results to differ materially. Those risks include failure to complete either the Transaction
or an alternative transaction; inability to obtain required consents or creditor settlements; financing and liquidity constraints; debt
maturity, default and enforcement risks; changes in the value or liquidity of SRX shares; and disruption to the Subsidiary’s operations,
personnel, development activities and business relationships. Additional risks are described in Holdings’ filings with the SEC.
Holdings undertakes no obligation to update these statements except as required by law.
Item 9.01. Exhibits.
| Exhibit No. |
|
Description |
| 10.1 |
|
Stock Purchase Agreement dated October 6, 2026. |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document). |
Schedules and exhibits have been omitted pursuant to Item 601(a)(5)
of Regulation S-K. The Company hereby undertakes to furnish supplemental copies of any of the omitted schedules and exhibits to the Securities
and Exchange Commission upon its request.
SIGNATURE
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| |
CERo Therapeutics Holdings, Inc. |
| |
|
| Dated: October 7, 2026 |
By: |
/s/ Chris Ehrlich |
| |
|
Chris Ehrlich |
| |
|
Chief Executive Officer |
