SRX Global to acquire CERo Therapeutics unit from CERo Therapeutics Holdings

SRX Global Inc. (SRXH) filed a Form 8K - Entry Into a Definitive Agreement - with the U.S Securities and Exchange Commission on October 07, 2026. Stock Purchase Agreement On October 6, 2026, SRX Global Inc., a Delaware corporation formerly known as SRx Health Solutions, Inc. (the "Company" or "SRX"), entered into a Stock Purchase Agreement (the "Purchase Agreement") with CERo Therapeutics Holdings, Inc., a Delaware corporation ("Holdings"). Subject to the terms and conditions of the Purchase Agreement, the Company will acquire from Holdings all of the outstanding capital stock of CERo Therapeutics, Inc., Holdings' wholly owned operating subsidiary (the "Subsidiary"), which acquisition is referred to herein as the "Transaction." Upon completion of the Transaction (the "Closing"), the Subsidiary will become a wholly owned subsidiary of the Company. In connection with the signing of 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 descriptions of the Purchase Agreement is a summary only, does not purport to be complete, and is qualified in its entirety by reference to the full text of the Purchase Agreement, a copy of which is filed as Exhibit 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, the Company will (i) issue to Holdings shares of the Company's common stock determined by dividing $1,000,000.00 by the lower of (a) the closing price of the Company's 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 the Company's common stock on the NYSE American ending on such date, subject to adjustment for specified changes in the Company's capital structure; (ii) forgive, cancel and discharge 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) assume the liabilities specified in the Purchase Agreement and related assumption agreement in the amount of approximately $1,562,000, with the Company 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 and Company Guaran