ZeroStack Announces Results of 2026 Annual and Special Meeting of Shareholders, Provides Phatebo Purchase Orders Update and Announces Closing of Previously Announced Cryptocurrency Financing

Rhea-AI Summary

ZeroStack (NASDAQ: ZSTK) reported the results of its 2026 Annual and Special Meeting, where shareholders elected five directors and approved all eight proposals, including the reappointment of Davidson & Company LLP as auditor for 2025 and authority to potentially move the company’s incorporation from Ontario to Texas.

Shareholders approved issuing 9,104,614 common shares in connection with Texas Blocker Corp. and amending the 2022 Incentive Compensation Plan to increase available shares to 3,006,892 and Incentive Stock Options to 1,695,686, as well as granting stock options to senior executives and adopting a staggered three‑class board structure.

ZeroStack updated that subsidiary Phatebo GmbH has purchase orders of up to about US$14.7 million, which require non‑dilutive financing that is not yet secured, and confirmed closing of a previously announced private cryptocurrency financing involving 142,232,948 0G Tokens exchanged via Texas Blocker for 9,104,614 ZeroStack common shares.

Positive

• All eight meeting proposals received shareholder approval, enabling planned corporate actions
• Shareholders approved issuance of 9,104,614 common shares tied to Texas Blocker
• 2022 Incentive Plan share reserve increased to 3,006,892 shares and ISO limit to 1,695,686
• Phatebo subsidiary holds purchase orders up to about US$14.7 million
• Cryptocurrency financing closed with 142,232,948 0G Tokens contributed
• Texas Blocker became a wholly owned subsidiary alongside the token acquisition

Negative

• Up to 9,104,614 new common shares issued, creating shareholder dilution
• Fulfilling US$14.7 million Phatebo orders depends on securing additional financing
• Company warns financing may not be obtained on acceptable terms, in sufficient amounts, or at all
• Failure to obtain financing could delay, reduce or prevent fulfillment of some or all Phatebo orders

News Explained

For Phatebo’s purchase orders of up to approximately US$14.7 million, ZeroStack says it will pursue only non-dilutive financing and issue no additional equity to fund fulfillment, but that financing has not been obtained and failure could delay, reduce, or prevent some orders.

Market Context

Crypto-tagged events recorded reactions of -3.24%, 3.29%, and 8.34%, showing mixed historical respon...

Analysis

Crypto-tagged events recorded reactions of -3.24%, 3.29%, and 8.34%, showing mixed historical responses to this announcement category. The financing close adds completion, while purchase-order fulfillment still depends on financing.

Key Figures

Purchase orders: up to approximately US$14.7 million (EUR 12.9 million) Common shares issued: 9,104,614 shares 0G tokens contributed: 142,232,948 native tokens +5 more

8 metrics

Purchase orders up to approximately US$14.7 million (EUR 12.9 million) Two pharmaceutical companies

Common shares issued 9,104,614 shares Cryptocurrency financing share exchange

0G tokens contributed 142,232,948 native tokens Texas Blocker financing transaction

Proposals approved 8 proposals 2026 Annual and Special Meeting

Directors elected five directors Board election through the 2027 Annual Meeting

Share reserve increase 1,506,892 to 3,006,892 Common Shares 2022 Incentive Compensation Plan

Incentive stock options 847,843 to 1,695,686 2022 Incentive Compensation Plan

Financing closing date July 20, 2026 Previously announced cryptocurrency financing

Previous Crypto Reports

3 past events · Latest: Mar 31 (Positive)

Same Type Pattern 3 events

Date	Event	Sentiment	24h Move	Catalyst
Mar 31	Cryptocurrency financing	Positive	-3.2%	Private cryptocurrency financing announced alongside debt elimination and planned Texas redomiciliation.
Mar 05	Staking rewards	Positive	+3.3%	Company reported 3.2 million 0G tokens earned through staking rewards.
Feb 03	Staking rewards	Positive	+8.3%	Company reported its first 1,000,000 0G tokens earned from staking.

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

Pattern Detected

Crypto-tagged announcements produced mixed 24-hour reactions, with two aligned positive responses and one negative divergence.

Key Terms

private cryptocurrency financing, native tokens, private placement transactions, staggered board, +1 more

5 terms

private cryptocurrency financing financial

"closing of Previously Announced Cryptocurrency Financing"

A private cryptocurrency financing is a non‑public fundraising round where a blockchain project or crypto company sells tokens, coins, equity, or convertible instruments directly to a limited group of accredited or institutional investors rather than on public exchanges. It matters to investors because these deals change token supply, early ownership stakes, project valuation and future liquidity—similar to a startup taking private venture capital, with implications for control, dilution and how easily assets can be traded later.

native tokens technical

"Investors in the Financing contributed an aggregate of 142,232,948 native tokens"

A native token is the primary cryptocurrency that is built into and issued by a blockchain or distributed ledger, used to pay transaction fees, reward validators, and often to participate in governance. Think of it like the system’s built-in money and access pass—similar to fare tokens for a transit network that also let you vote on route changes. Investors track native tokens because their supply, utility, and demand help determine the economic value of the network and influence token price volatility.

private placement transactions financial

"shares of the Company in the Company's private placement transactions"

Sale of stocks, bonds, or other securities directly to a small group of selected investors rather than through a public stock offering; these deals use regulatory exemptions to avoid the full public-registration process. It matters to investors because private placements can change a company’s ownership, raise capital without broad-market scrutiny, and affect share dilution and future liquidity—think of it like a company selling a block of its shares to a few private buyers instead of putting them up for public auction.

staggered board regulatory

"the Board will be staggered as described in the proxy statement"

A staggered board is a corporate board split into two or more classes with directors in each class elected in different years, so only a portion of directors face shareholder votes at any single annual meeting. For investors this matters because it slows how quickly a majority of the board can be replaced, affecting the pace of leadership change, responses to activist shareholders or takeover attempts, while also providing continuity in governance—like changing a team one row at a time rather than all at once.

incentive stock options financial

"increase the number of Incentive Stock Options issuable thereunder"

Incentive stock options are a type of employee stock option that gives eligible workers the right to buy company shares at a fixed price later on, often below future market value. They matter to investors because they align employee incentives with company performance, can dilute existing ownership when exercised, and create potential tax advantages for option holders if certain holding-time rules are met — think of them as a coupon to buy stock at today’s price with extra tax rules attached.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Dallas, Texas--(Newsfile Corp. - July 20, 2026) - ZeroStack Corp. (NASDAQ: ZSTK) ("ZeroStack" or the "Company"), the first Nasdaq-listed, AI-focused asset management company, held its 2026 Annual and Special Meeting of Shareholders (the "Meeting"). The final voting results of the proposals submitted to a vote of the Company's shareholders at the Meeting are as follows:

Proposal 1: Election of five directors to the board of directors of the Company (the "Board") to hold office until the Company's 2027 Annual Meeting of Shareholders or until their respective successors are duly elected and qualified. If Proposal 7 is approved, the Board will be staggered as described in the proxy statement/prospectus for the Meeting (the "Proxy Statement/Prospectus").

								Broker
Director		For		Against		Abstentions		Non-Votes
Daniel Reis-Faria		1,014,396		233,594		381		263,006
Michael Heinrich		1,016,473		231,525		373		263,006
Edward Woo		1,012,715		233,242		2,414		263,006
Manfred Leventhal		1,012,441		233,518		2,412		263,006
Laurence Zeifman		1,013,329		232,635		2,407		263,006

 

Proposal 2: Reappointment of Davidson & Company LLP, an independent registered public accounting firm, as auditors of the Company for the fiscal year ending December 31, 2025 and authorization of the Board to fix their renumeration.

For		Against		Abstentions
1,240,565		1,510		269,302

 

Proposal 3: To approve, for purposes of complying with Nasdaq Listing Rules 5635(a), 5635(c) and 5635(d), of the issuance of 9,104,614 common shares of the Company (the "Common Shares") to be exchanged for 9,104,614 shares of Texas Blocker Corp. in the Company's private placement transactions entered into by the Company with certain investors, pursuant to the share exchange agreement dated March 31, 2026.

						Broker
For		Against		Abstentions		Non-Votes
1,194,800		51,630		1,941		263,006

 

Proposal 4: To approve an amendment to the Company's 2022 Incentive Compensation Plan, as amended on June 6, 2023, August 14, 2024, June 30, 2025 and December 19, 2025 (the "2022 Plan"), to (i) increase the number of Common Shares issuable thereunder from 1,506,892 to 3,006,892, (ii) increase the number of Incentive Stock Options (as defined in the 2022 Plan) issuable thereunder from 847,843 to 1,695,686 and (iii) update all mentions of "Flora Growth Corp." to "ZeroStack Corp."

						Broker
For		Against		Abstentions		Non-Votes
658,518		588,898		955		263,006

 

Proposal 5: To approve the grant of stock options to the Company's Chief Executive Officer, Chief Financial Officer and Executive Chairman.

						Broker
For		Against		Abstentions		Non-Votes
688,581		555,566		4,224		263,006

 

Proposal 6: To give the Board the authority, at its discretion, to change the jurisdiction of incorporation of the Company from the Province of Ontario to the State of Texas.

						Broker
For		Against		Abstentions		Non-Votes
1,002,488		245,106		777		263,006

 

Proposal 7: To approve, the ratification of an amendment to the bylaws of the Company to divide the directors of the Board into three classes, each serving staggered terms of one to three years, as described in the Proxy Statement/Prospectus.

						Broker
For		Against		Abstentions		Non-Votes
652,309		595,221		841		263,006

 

Proposal 8: To approve one or more adjournments or postponements of the Meeting by the Company from time to time to permit further solicitation of proxies, if necessary or appropriate, if sufficient votes are not represented at the Meeting to approve one or more of Proposals Nos. 1-7 at the time of such adjournment or postponement or if otherwise determined by the chairperson of the Meeting to be necessary or appropriate.

For		Against		Abstentions
853,255		654,074		4,048

 

Based on the foregoing votes, Proposals 1, 2, 3, 4, 5, 6, 7 and 8 were approved. No other proposals were submitted for shareholder approval at the Meeting.

Since Proposal 7 was approved and the shareholders ratified the amendment to the Bylaws to provide for a staggered Board, set forth below is information regarding the director classes to which the foregoing nominees were elected.

Class I	Class II	Class III
(initial term expiring at the 2027 Annual Meeting of Shareholders)	(initial term expiring at the 2028 Annual Meeting of Shareholders)	(initial term expiring at the 2029 Annual Meeting of Shareholders)
Michael Heinrich	Daniel Reis-Faria	Edward Woo
Manfred Leventhal	Laurence Zeifman

 

Phatebo Purchase Orders Update:

On July 9, 2026, the Company announced that its wholly owned subsidiary, Phatebo GmbH, had secured two purchase orders for up to approximately US$14.7 million (EUR 12.9 million) from two pharmaceutical companies (the "Orders"). In order to fulfill the Orders, the Company must secure financing necessary to purchase the required inventory. The Company clarifies that it is exploring exclusively non-dilutive forms of financing opportunities on accretive terms to the Company and the Company will not issue any additional equity securities in obtaining the financing necessary to fulfill the Orders.

There can be no assurance that such financing will be obtained on commercially acceptable terms, in sufficient amounts, on a timely basis, or at all. Failure to obtain adequate financing could delay, reduce or prevent fulfillment of some or all of the Orders.

Closing of Previously Announce Cryptocurrency Financing:

The Company also announced today the closing of the private cryptocurrency financing transaction it previously announced on March 31, 2026 (the "Financing") following shareholder approval obtained at the Meeting.

Investors in the Financing contributed an aggregate of 142,232,948 native tokens of the Zero Gravity (0G) blockchain (the "0G Tokens") to Texas Blocker Corp., a Texas corporation formed by ZeroStack to facilitate the Financing ("Texas Blocker"), in exchange for an aggregate of 9,104,614 shares of common stock of Texas Blocker, which were exchanged on a one-for-one basis for Common Shares of the Company.

Concurrent with the closing of the Financing, Texas Blocker became a wholly-owned subsidiary of ZeroStack and ZeroStack acquired the 142,232,948 0G Tokens held by Texas Blocker.

About ZeroStack Corp:

ZeroStack Corp. is the first Nasdaq-listed asset management company focused on providing exposure to decentralized AI. The Company also operates a global pharmaceutical distribution business through its wholly owned subsidiary, Phatebo GmbH. For more information, visit https://zerostack.ai/

Cautionary Statement Concerning Forward-Looking Statements

This press release may contain "forward-looking statements," as defined by U.S. federal securities laws. Forward-looking statements reflect ZeroStack's current expectations and projections about future events at the time, and thus involve uncertainty and risk. The words "believe," "expect," "anticipate," "will," "could," "would," "should," "may," "plan," "estimate," "intend," "predict," "potential," "continue," and the negatives of these words and other similar expressions generally identify forward-looking statements. These forward-looking statements include, but are not limited to, express or implied statements regarding: the expected fulfillment of the Orders; the Company's ability to obtain inventory financing; the Company's business plans, strategy, financial position and expectations; expectations for the 0G Token and AI.

Forward-looking statements are based on current expectations and assumptions that involve significant risks and uncertainties. Actual results may differ materially due to numerous factors, including, without limitation: the Company's inability to obtain financing necessary to purchase inventory for the Orders; the inability to satisfy customer requirements; cancellation, reduction or postponement of existing or anticipated orders; changes in customer demand; supplier pricing or product availability; logistics disruptions; inflationary pressures; foreign exchange fluctuations; regulatory developments; competitive conditions; execution risks; business strategy risks and the other risks described under section entitled "Risk Factors" in ZeroStack's Annual Report on Form 10-K filed with the United States Securities and Exchange Commission (the "SEC") on February 27, 2026, as such factors may be updated from time to time in the Company's periodic filings with the SEC, including the Company's Quarterly Report on Form 10-Q filed with the SEC on May 4, 2026, which are accessible on the SEC's website at www.sec.gov/edgar. Accordingly, there are or will be important factors that could cause actual outcomes or results to differ materially from those indicated in these statements. These factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements that are included in this release and in ZeroStack's filings with the SEC.

While forward-looking statements reflect ZeroStack's good faith beliefs, they are not guarantees of future performance. ZeroStack disclaims any obligation to publicly update or revise any forward-looking statement to reflect changes in underlying assumptions or factors, new information, data or methods, future events or other changes after the date of this press release, except as required by applicable law. You should not place undue reliance on any forward-looking statements, which are based on information currently available to ZeroStack (or to third parties making the forward-looking statements).

Investor Contact: ir@zerostack.ai

Media Contact: zerostack@dittopr.co

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/305794

FAQ

What did ZeroStack (NASDAQ: ZSTK) shareholders approve at the 2026 annual and special meeting?

Shareholders approved all eight proposals, including electing five directors, reappointing auditors, expanding equity plans, and authorizing a potential move of incorporation to Texas. According to ZeroStack, they also approved a staggered three-class board and the issuance of 9,104,614 common shares tied to Texas Blocker.

How large are the Phatebo purchase orders reported by ZeroStack (ZSTK) on July 20, 2026?

ZeroStack said its subsidiary Phatebo GmbH has two purchase orders for up to about US$14.7 million (EUR 12.9 million). According to ZeroStack, fulfilling these orders requires additional non-dilutive financing to buy inventory, which has not yet been secured and may not be obtained.

What is the structure of ZeroStack’s cryptocurrency financing involving 0G Tokens and ZSTK shares?

Investors contributed 142,232,948 0G Tokens to Texas Blocker in exchange for 9,104,614 Texas Blocker shares. According to ZeroStack, those shares were then exchanged one-for-one for ZeroStack common shares, and Texas Blocker became a wholly owned subsidiary holding the contributed tokens.

How many ZeroStack (ZSTK) shares were issued in the Texas Blocker cryptocurrency transaction?

ZeroStack issued 9,104,614 common shares in connection with the Texas Blocker financing. According to ZeroStack, investors first received 9,104,614 Texas Blocker shares for 142,232,948 0G Tokens, then exchanged those shares one-for-one for ZeroStack common shares at closing.

What risks did ZeroStack highlight about financing the Phatebo purchase orders?

ZeroStack warned there is no assurance required financing will be obtained on acceptable terms, in sufficient amounts, or on time. According to ZeroStack, failure to secure such non-dilutive financing could delay, reduce, or prevent fulfillment of some or all Phatebo purchase orders.

What changes were made to ZeroStack’s 2022 Incentive Compensation Plan for ZSTK?

Shareholders approved increasing plan shares from 1,506,892 to 3,006,892 and Incentive Stock Options from 847,843 to 1,695,686. According to ZeroStack, the plan was also updated to reflect the company’s current name instead of Flora Growth in all references.

How did ZeroStack (ZSTK) change its board structure at the 2026 meeting?

Shareholders ratified bylaw amendments creating a three-class staggered board with terms of one to three years. According to ZeroStack, Class I terms initially expire at the 2027 meeting, Class II at 2028, and Class III at 2029, with specific directors assigned to each class.