ZeroStack Corp SEC Filings

ZeroStack Corp. is asking shareholders to approve a set of corporate actions at its July 20, 2026 annual and special meeting, principally a proposed continuance of the company from Ontario to the State of Texas. If approved and implemented after the closing of a related Exchange, each existing Common Share will convert into one share of ZeroStack Texas, continue trading on Nasdaq under the symbol "ZSTK," and the company's charter and bylaws will transition to Texas law.

The meeting also seeks approval for a PIPE-related share exchange that would issue 9,104,614 Common Shares in exchange for all outstanding shares of Texas Blocker (which received 142,232,948 0G Tokens in a March 31, 2026 contribution), an increase to the 2022 Incentive Compensation Plan share reserve, grants of executive stock options, and a bylaw amendment to adopt a classified board. The Continuance requires a two-thirds vote; other proposals require a simple majority.

ZeroStack Corp. is seeking shareholder approval at a July 20, 2026 Annual and Special Meeting for multiple proposals, principally to effect a continuance of the company from the Province of Ontario to the State of Texas and related governance and financing actions.

The filing describes a private contribution in which 142,232,948 0G Tokens were contributed to Texas Blocker in exchange for 9,104,614 Blocker Shares, and a Share Exchange Agreement under which ZeroStack would issue 9,104,614 Common Shares in exchange for those Blocker Shares (the "Exchange") following shareholder approval. On the Record Date there were 2,430,808 Common Shares outstanding as of May 20, 2026. Other proposals include approval of a PIPE issuance exchange, an increase in the 2022 Incentive Compensation Plan reserve from 1,506,892 to 3,006,892 Common Shares, related increases in option capacity, grants to named officers, and an amendment to stagger board terms.

ZeroStack Corp. is soliciting proxies for its 2026 Annual and Special Meeting of Shareholders to be held on July 13, 2026 at 11:00 a.m. Eastern Time in Toronto. The meeting will vote on director elections, auditor re-appointment, a PIPE share-exchange approval, an amendment to the 2022 Incentive Compensation Plan to increase authorized awards, proposed option grants to executive officers, a potential continuance (redomicile) to Texas, and an amendment to classify the board into three staggered classes. Only holders of Common Shares as of the May 20, 2026 Record Date (2,430,808 Common Shares outstanding) may vote. The Board recommends voting FOR all listed proposals, including the 2022 Plan increase to 3,006,892 issuable Common Shares and the related increase in Incentive Stock Options to 1,695,686.

ZeroStack Corp. is soliciting proxies for its 2026 Annual and Special Meeting of Shareholders to be held on July 13, 2026. Key items include election of five directors, re-appointment of auditors, a PIPE share-exchange approval, amendments to the 2022 Incentive Compensation Plan to increase authorized awards, grants of executive stock options, a proposed continuance from Ontario to Texas, and a proposed staggered board classification. The Record Date for voting is May 20, 2026 and the Proxy Materials are available at the company proxy website. Several related-party transactions and token financings are disclosed in the Proxy Statement.

ZeroStack Corp. director Laurence Zeifman reported a compensation-related award of options to buy 28,000 Common Shares. These director stock options have an exercise price of $5.10 per share and were granted at no cost.

The options vest in three equal installments: one-third on May 5, 2026, one-third on August 30, 2026, and one-third on December 31, 2026. Following this award, Zeifman holds 28,000 director stock options directly, with an expiration date of May 4, 2036.

ZeroStack Corp. director Edward Woo reported a compensation-related stock option grant on Common Shares. He received a Director Stock Option covering 35,000 shares, with an exercise price of $5.10 per share and an expiration date of May 4, 2036. Following this grant, he holds derivative rights over 35,000 shares directly. The options vest in three equal installments: one-third on May 5, 2026, one-third on August 30, 2026, and one-third on December 31, 2026. This Form 4 reflects an award acquisition rather than an open-market purchase or sale.

ZeroStack Corp. director Manfred Leventhal received a grant of 35,000 stock options. These Director Stock Options give him the right to buy 35,000 common shares at an exercise price of $5.10 per share and expire on May 4, 2036.

The options vest in three equal installments: one-third on May 5, 2026, one-third on August 30, 2026, and one-third on December 31, 2026. After this grant, he holds 35,000 options directly, reflecting a compensation award rather than an open-market trade.

ZeroStack Corp. reported that its independent directors approved new performance-based stock option grants for three senior leaders. The company granted 500,000 options to CEO Daniel Reis-Faria, 250,000 to CFO Dany Vaiman, and 500,000 to Executive Chairman Michael Heinrich.

The options have a $5.10 exercise price, a 10-year term, and are unexercisable until seven days after closing the Share Exchange Agreement involving Texas Blocker Corp. They are also subject to forfeiture unless shareholders approve them at the annual and special meeting expected on or about July 13, 2026. Vesting occurs in five 20% tranches when the share price reaches VWAP thresholds from $7.65 up to $17.85 on any trading day.