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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): August 27, 2026
SRX
Global Inc.
(Exact
name of Registrant as Specified in its Charter)
| Delaware |
|
001-40477 |
|
83-4284557 |
(State
or other Jurisdiction
of
Incorporation) |
|
(Commission
File
Number) |
|
(IRS
Employer
Identification
No.) |
801
US Highway 1
North
Palm Beach, Florida 33408
(Address
of Principal Executive Offices) (Zip Code)
(Registrant’s
Telephone Number, Including Area Code): (212) 896-1254
N/A
(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, $0.001 par value share |
|
SRXH |
|
NYSE
American |
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.
On
August 31, 2026, SRX Global Inc., a Delaware corporation (the “Company”) issued a press release announcing that it had completed
a secured financing transaction with CERo Therapeutics Holdings, Inc. (“CERO”). In connection with the transaction, CERO
issued to the Company a Consolidated Senior Secured Promissory Note having an original issue date of August 27, 2026 (the “Note”).
The
Note consolidates certain outstanding convertible grid promissory notes previously issued by CERO, including notes issued to the Company
(collectively, the “Previous Notes”), in the aggregate amount of $5,666,108.77.
The
Note provides for additional advances by the Company to CERO of up to $6,000,000 in the aggregate, inclusive of the initial advance described
below, resulting in a maximum aggregate loan amount of $11,666,108.77. Provided that no Event of Default has occurred and is continuing
as determined under the terms of the Note, the Note provides for additional funding advances to CERO on the first day of each calendar
month following the original issue date and before the maturity date in the amounts set forth in the Note, reflecting CERO’s budget
attached to the Note. The Company may, in its sole and absolute discretion, make additional advances reasonably requested by CERO, subject
to the $6,000,000 aggregate advance limit.
On
August 27, 2026, the date that the Note was executed, the Company funded an initial advance in the gross amount of $775,665.00. CERO
intends to use the proceeds of the advances to pay outstanding trade payables and for working capital purposes. Interest that is not
paid when due may be recorded as an additional advance under the Note.
The
outstanding principal amount of the Note bears interest at 10% per annum, calculated on the basis of a 30-day month and a 360-day year.
During the existence of an Event of Default, the outstanding obligations bear interest at the lesser of (i) 24.99% per annum and (ii)
the maximum rate permitted by applicable law. If the Event of Default is cured, the interest rate returns to 10% per annum.
The
unpaid principal amount, accrued and unpaid interest and all other amounts payable under the Note are due and payable on October 15,
2026, unless earlier accelerated or otherwise paid in accordance with the Note. Provided that no Event of Default has occurred and is
continuing, the Company may extend the maturity date for up to four consecutive 30-day periods by providing CERO with at least one business
day’s prior written notice.
Except
in connection with the consummation of a change of control Transaction, CERO may not prepay any amounts outstanding under the Note without
the Company’s prior written consent.
As
security for CERO’s obligations under the Note, CERO entered into a Pledge and Security Agreement with the Company, dated as of
August 27, 2026 (the “Pledge Agreement”). Under the Pledge Agreement, CERO pledged and granted the Company a continuing security
interest in all of CERO’s right, title and interest in the issued and outstanding capital stock of CERo Therapeutics, Inc., CERO’s
wholly owned subsidiary (the “Subsidiary”), together with any additional shares or other equity interests in the Subsidiary
subsequently acquired by CERO and all distributions and proceeds relating to those interests. The security interest created by the Pledge
Agreement is intended to be a first-priority security interest.
The
Subsidiary also entered into an Asset Security Agreement with the Company, dated as of August 27, 2026 (the “Asset Security Agreement”),
pursuant to which the Subsidiary granted the Company a continuing security interest in substantially all of the Subsidiary’s assets.
The collateral includes, among other assets, intellectual property, patents, patent applications, studies, clinical trials, regulatory
applications and other assets relating to CERO’s and the Subsidiary’s CER-T cell therapy business, including CER-1236.
In
addition, pursuant to a Guaranty of Payment dated as of August 27, 2026 (the “Guaranty”), the Subsidiary absolutely, unconditionally
and irrevocably guaranteed the payment and performance of CERO’s obligations under the Note and the other transaction documents,
including principal, interest, fees, enforcement costs and other amounts payable thereunder. The Guaranty is a guaranty of payment and
performance and not merely a guaranty of collection.
Events
of Default under the Note include, among other matters, payment defaults; breaches of covenants, representations or warranties; certain
cross-defaults under other material agreements; bankruptcy and insolvency events; certain judgments, levies or attachments; the incurrence
of unpermitted indebtedness or liens; failure to use proceeds in accordance with CERO’s budget; the occurrence of a Material Adverse
Effect; and the invalidity or unenforceability of a transaction document. Following an Event of Default, the Company may declare all
outstanding principal and other amounts owing under the Note immediately due and payable and may exercise its remedies against the pledged
shares and other collateral.
The
Note was issued to the Company in a private transaction in reliance upon the exemption from registration provided by Section 4(a)(2)
of the Securities Act of 1933, as amended (the “Securities Act”), and Rule 506(b) promulgated thereunder. The Note has not
been registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption
from registration.
The
foregoing descriptions of the Note, the Pledge Agreement, the Asset Security Agreement and the Guaranty do not purport to be complete
and are qualified in their entirety by reference to the full text of those documents, copies of which are filed as Exhibits 10.1, 10.2,
10.3, and 10.4, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits
| Exhibit
No. |
|
Description |
| 10.1 |
|
Form of Consolidated Senior Secured Promissory Note dated August 27, 2026. |
| 10.2 |
|
Form of Asset Security Agreement dated August 27, 2026. |
| 10.3 |
|
Form of Pledge and Security Agreement dated August 27, 2026 |
| 10.4 |
|
Form of Guaranty of Payment dated August 27, 2026. |
| 99.1 |
|
Press Release Dated August 31, 2026 |
| 104 |
|
Cover
Page Interactive Data File (Embedded within the Inline XBRL document) |
| |
* |
Certain
portions of this document that constitute confidential information have been redacted pursuant to Item 601(b)(10) of Regulation S-K. |
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
| Date:
September 2, 2026 |
SRX
GLOBAL INC. |
| |
|
|
| |
By: |
/s/
Carolina Martinez |
| |
Name: |
Carolina
Martinez |
| |
Title: |
Chief
Financial Officer |
Exhibit 99.1
SRX
Global Acquires Senior Secured Debt in CERo Therapeutics Holdings, Inc., an Innovative Cellular Immunotherapy Company with Cancer Fighting
Molecule for the Treatment of Hematologic Cancers
The
Debt investment is expected to accelerate development of CERo’s lead therapeutic CER-1236 for hematological cancers
NORTH
PALM BEACH, FL – August 31, 2026 – 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 purchased senior secured debt in CERo Therapeutics Holdings, Inc. (OTCQB: CERO) (“CERo
Holdings” and, together with CERo Therapeutics, “CERo”), an innovative cellular immunotherapy company advancing next
generation engineered T cell therapeutics that employ phagocytic mechanisms. The investment is expected to provide CERo with additional
capital to accelerate the advancement of its clinical programs.
SRX
Global CEO Kent Cunningham stated, “This secured investment reflects our strategy of investing in high-conviction operating companies
with differentiated assets and meaningful long-term value creation potential. CERo’s novel approach to engineered T cell therapeutics
with multifunctional tumor clearing, and the clinical progress the team has made with CER-1236, make it a compelling addition to our
platform.
“We
expect this investment to provide CERo with enhanced access to capital and broader operational resources to support the continued advancement
of CER-1236 and its broader R&D efforts.”
To
date, CERo has treated 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 the company continues
to evaluate the pharmacokinetic and pharmacodynamic profile of CER-1236 as the study advances through dose escalation.
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, 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.
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
srx@kcsa.com
