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  4. [8-K] ZeroStack Corp. Reports Material Event

ZeroStack (NASDAQ: ZSTK) gains nod for share issuance and staggered board

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

ZeroStack Corp. reported that shareholders approved all proposals at the 2026 Annual and Special Meeting held on July 20, 2026. Investors backed a 2022 Incentive Compensation Plan amendment, increasing common shares available under the plan from 1,506,892 to 3,006,892 and Incentive Stock Options from 847,843 to 1,695,686, and updating references from Flora Growth Corp. to ZeroStack Corp.

Shareholders also approved grants of stock options to the CEO, CFO and Executive Chairman, authorized issuance of 9,104,614 Common Shares in exchange for 9,104,614 Texas Blocker Corp. shares under a private placement share exchange agreement, and ratified an amendment to create a classified board with three staggered director classes. They reappointed Davidson & Company LLP as auditor and authorized the Board, at its discretion, to change the company’s jurisdiction of incorporation from Ontario to Texas.

Positive

  • None.

Negative

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Filing Explained

Plan capacity changed immediately; the approved share exchange and Texas redomiciliation authority still require their respective next steps.

The July 20 shareholder meeting is complete: the plan amendment took effect immediately, but the approved 9,104,614-share exchange is disclosed at authorization stage, not as an issuance.

Plan capacity is therefore expanded now, while any share-count and ownership effect from the exchange is not established by this filing. If issued, additional shares would increase the total share count and reduce existing holders’ percentage ownership absent offsetting changes.

The amended plan’s 3,006,892 common-share and 1,695,686 incentive-option figures describe shares and options issuable under the plan; they do not establish that all of those amounts were granted.

Shareholders also gave the Board discretionary authority to change incorporation from Ontario to Texas, so that jurisdictional change remains uncompleted in this disclosure. Proposal 3’s share-exchange issuance and Proposal 6’s jurisdictional authority are the named items whose next steps would resolve those lifecycle questions.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance
The company amended its charter documents, bylaws, or changed its fiscal year.
Item 5.07 Submission of Matters to a Vote of Security Holders Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Plan share pool 1,506,892 Common Shares to 3,006,892 Common Shares Increase in Common Shares issuable under the 2022 Incentive Compensation Plan
Incentive Stock Options pool 847,843 to 1,695,686 Incentive Stock Options Increase in Incentive Stock Options issuable under the 2022 plan
Texas Blocker share exchange 9,104,614 Common Shares ZeroStack Common Shares to be issued for 9,104,614 Texas Blocker Corp. shares
Auditor reappointment votes For 1,240,565 Votes in favor of reappointing Davidson & Company LLP for fiscal 2026
Jurisdiction change authority For 1,002,488 Votes approving Board authority to change incorporation from Ontario to Texas
Meeting date July 20, 2026 Date of the 2026 Annual and Special Meeting of Shareholders
Incentive Stock Options financial
"increase the number of Incentive Stock Options issuable thereunder from 847,843 to 1,695,686"
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.
Nasdaq Listing Rules 5635(a), 5635(c) and 5635(d) regulatory
"Approval, for purposes of complying with Nasdaq Listing Rules 5635(a), 5635(c) and 5635(d)"
private placement transactions financial
"the Company’s private placement transactions entered into by the Company with certain investors"
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.
share exchange agreement financial
"pursuant to the share exchange agreement dated March 31, 2026"
A share exchange agreement is a legal deal where shareholders trade their shares in one company for shares in another, commonly used in mergers, acquisitions or corporate reorganizations. Think of it like swapping ownership cards in a game: the swap can change who controls the business, how many shares each person owns, and the value and liquidity of those holdings, so investors need to understand the exchange ratio, potential dilution and long-term impact on value and voting power.
staggered terms regulatory
"divide the directors of the Company’s board of directors into three classes, with directors in each class to serve staggered terms"

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

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FAQ

What key items did ZeroStack Corp. (ZSTK) shareholders approve at the July 20, 2026 meeting?
Shareholders approved all eight proposals, including a major amendment to the 2022 Incentive Compensation Plan, stock option grants to senior executives, a classified board structure, a large share issuance tied to Texas Blocker Corp., and authority to change incorporation to Texas.

How did ZeroStack (ZSTK) change its 2022 Incentive Compensation Plan?
The amendment increased Common Shares issuable under the plan from 1,506,892 to 3,006,892 and raised Incentive Stock Options from 847,843 to 1,695,686, while also updating plan references from Flora Growth Corp. to ZeroStack Corp.

What governance changes to the board did ZeroStack (ZSTK) shareholders ratify?
Investors ratified a Bylaws amendment creating three director classes with staggered one- to three-year terms. Directors were assigned to Class I (term to 2027), Class II (2028), and Class III (2029) following this approval.

Did ZeroStack Corp. (ZSTK) obtain approval to move its place of incorporation?
Shareholders gave the Board discretionary authority to change the company’s jurisdiction of incorporation from the Province of Ontario to the State of Texas, providing flexibility but not mandating an immediate redomiciling.

Who was reappointed as auditor for ZeroStack (ZSTK) for fiscal year 2026?
Shareholders reappointed Davidson & Company LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2026, and authorized the Board to fix the firm’s remuneration.
false 2026-07-20 0001790169 --12-31 00-0000000 ZeroStack Corp. 0001790169 2026-07-20 2026-07-20

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): July 20, 2026

ZEROSTACK CORP.
(Exact name of registrant as specified in its charter)

Ontario 001-40397 Not Applicable
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)

2626 Cole Ave, Suite 300
 Dallas, Texas, United States 75204
 (Address of principal executive offices) (ZIP Code)

Registrant’s telephone number, including area code: (954) 842-4989

Not Applicable
(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 Symbols   Name of each exchange on
which registered
Common Shares, no par value   ZSTK   NASDAQ Capital Market

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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

ZeroStack Corp., a corporation organized under the laws of the Province of Ontario (the "Company") held its 2026 Annual and Special Meeting of Shareholders (the "Meeting") on July 20, 2026.

The 2022 Plan Amendment

At the Meeting, the Company's shareholders approved an amendment (the "2022 Plan Amendment") of 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 of the Company (the "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."

The 2022 Plan Amendment became effective immediately upon shareholder approval at the Meeting. A more complete summary of the terms of the 2022 Plan Amendment is set forth in "Proposal 4: Approval of the 2022 Plan Amendment Proposal" in the Company's proxy statement/prospectus filed with the Securities and Exchange Commission on June 17, 2026 (the "Proxy Statement/Prospectus"), which description and text are incorporated herein by reference.

The foregoing description of the terms of the 2022 Plan Amendment and the description thereof incorporated by reference from the Proxy Statement/Prospectus do not purport to be complete and are qualified in their entirety by reference to the full text of the 2022 Plan, a copy of which is filed as Exhibit 4.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Stock Option Grants to CEO, CFO and Executive Chairman 

At the Meeting, the Company's shareholders approved the grant of stock options to the Company's Chief Executive Officer, Chief Financial Officer and Executive Chairman as detailed in the Company's Current Report on Form 8-K filed on May 6, 2026 and as set forth in "Proposal No. 5: Approval of the Stock Options Proposal" in the Company's Proxy Statement/Prospectus, which description and text are incorporated by reference herein. 

Item 5.03 Amendments to the Articles of Incorporation or Bylaws, Change in Fiscal Year.

At the Meeting, the Company's shareholders approved the ratification of an amendment to the Bylaws of the Company (the "Bylaws") to divide the directors of the Company's board of directors (the "Board") into three classes, with directors in each class to serve staggered terms of one to three years, as described in more detail in the Proxy Statement/Prospectus as set forth in "Proposal No. 5: Approval of the Stock Options Proposal" in the Company's Proxy Statement/Prospectus, which description and text are incorporated by reference herein (the "Bylaws Amendment").

The foregoing description of the terms of the Bylaws Amendment and the description thereof incorporated by reference from the Proxy Statement/Prospectus do not purport to be complete and are qualified in their entirety by reference to the full text of the amended Bylaws, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 5.07 Submission of Matters to a Vote of Security Holders.

The final voting results for 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 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. 

                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, 2026 and authorization of the Board to fix their renumeration. 

For

 

Against

 

Abstentions

1,240,565

 

1,510

 

269,302

Proposal 3: Approval, for purposes of complying with Nasdaq Listing Rules 5635(a), 5635(c) and 5635(d), of the issuance of 9,104,614 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: Approval of the 2022 Plan Amendment to 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 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: Approval of 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: Give the Board 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: Approval of 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: Approval of 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
(initial term expiring at the 2027 Annual Meeting of Shareholders)
Class II
(initial term expiring at the 2028 Annual Meeting of Shareholders)
Class III
(initial term expiring at the 2029 Annual Meeting of Shareholders)
Michael Heinrich   Daniel Reis-Faria   Edward Woo
Manfred Leventhal   Laurence Zeifman    

Item 9.01 Financial Statements and Exhibits.

Exhibit No. Description
3.1 Bylaw No. 1-A of Zero Stack Corp., as amended July 20, 2026 
4.1 2022 Incentive Compensation Plan, as amended on June 6, 2023, August 14, 2024, June 30, 2025, December 19, 2025 and July 20, 2026
104 Cover Page Interactive Data File

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 thereunto duly authorized.

  FLORA GROWTH CORP.
     
Date: July 20, 2026 By: /s/ Dany Vaiman
  Name: Dany Vaiman
  Title: Chief Financial Officer

Source: View Original Filing on SEC EDGAR

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