Material Agreement (Form 8-K)

Item 1.01 Entry into a Material Definitive Agreement.

On August 27, 2026, CERo Therapeutics Holdings, Inc., a Delaware corporation (the "Company"), completed a secured financing transaction with SRX Global Inc. (formerly known as SRx Health Solutions, Inc.) ("SRX"). In connection with the transaction, the Company issued to SRX a Consolidated Senior Secured Promissory Note having an original issue date of August 27, 2026 (the "Note"). Prior to the transaction, SRX was a lender to the Company under certain of the promissory notes described below.

The Note consolidates certain outstanding convertible grid promissory notes previously issued by the Company (collectively, the "Previous Notes"), including (i) obligations under Previous Notes held by SRX in an aggregate amount of $2,794,000.00 and (ii) obligations under Previous Notes originally held by Keystone Capital Partners, LLC in an aggregate amount of $2,872,108.77, consisting of $2,812,500.00 of principal and $59,608.77 of accrued and unpaid interest. Accordingly, the principal amount of the Note represented by previously outstanding debt was $5,666,108.77, and such amounts were lent to the Company on an unsecured basis.

The Note provides for additional advances by SRX to the Company 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 the Company 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 Company's budget attached to the Note. SRX may, in its sole and absolute discretion, make additional advances reasonably requested by the Company, subject to the $6,000,000 aggregate advance limit.

On August 27, 2026, the date that the Note was executed, SRX funded an initial advance in the gross amount of $775,665.00. The Note required the Company to reimburse $50,000.00 of SRX's legal expenses, which amount was withheld from the initial advance. The Company intends to use the proceeds of the advances to pay outstanding trade payables and for working capital purposes of the Company and CERo Therapeutics, Inc. its wholly owned subsidiary (the "Subsidiary"). 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, SRX may extend the maturity date for up to four consecutive 30-day periods by providing the Company with at least one business day's prior written notice.

Except in connection with the consummation of a change of control Transaction, the Company may not prepay any amounts outstanding under the Note without SRX's prior written consent.

As security for the Company's obligations under the Note, the Company entered into a Pledge and Security Agreement with SRX, dated as of August 27, 2026 (the "Pledge Agreement"). Under the Pledge Agreement, the Company pledged and granted SRX a continuing security interest in all of the Company's right, title and interest in the issued and outstanding capital stock of the Subsidiary, together with any additional shares or other equity interests in the Subsidiary subsequently acquired by the Company 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.