false
2026-08-19
0001790169
ZeroStack Corp.
0001790169
2026-08-19
2026-08-19
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):
August 19, 2026
ZEROSTACK CORP.
(Exact name of registrant as specified in its charter)
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Texas
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001-40397
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98-1956033
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| (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: (956) 923-4188
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 |
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Trading Symbols |
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Name of each exchange on which registered |
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Common Stock, $0.0001 par value
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ZSTK
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NASDAQ Capital Market
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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 1.01. Entry into a Material Definitive Agreement.
On August 19, 2026, ZeroStack Corp. (the "Company") entered into a Securities Purchase Agreement (the "Agreement") with certain investors (collectively, the "Investors"). Pursuant to the Agreement, the Company agreed to issue and sell to the Investors an aggregate of 3,500,000 shares of the Company's common shares (the "Shares") and pre-funded warrants to purchase up to 36,198,293 additional Shares (the "Warrants"), in exchange for 925,925,926 MemeCore (M) tokens (the "Digital Assets").
Under the Agreement, the Shares and Warrants were valued at $25.19 per Share or per Warrant, as applicable, and the Digital Assets were valued at their fair market value of $1.08 as of August 14, 2026, representing aggregate consideration of approximately $1 billion.
The Agreement contains customary representations, warranties, and covenants, including a covenant that the Digital Assets will not be made available for staking by the Company, any Investor, or any other person. Shares that would be issued in excess of 19.99% of the Company's pre-transaction outstanding common shares (the "Share Cap") will instead be issuable pursuant to Warrants, which will not be exercisable until the issuance of Shares in excess of the Share Cap is approved by the Company's shareholders in accordance with Nasdaq Listing Rule 5635. The Company intends to file a resale registration statement on Form S-3 registering the Shares and the shares issuable upon exercise of the Warrants following the required shareholder approval. Only the shares issuable upon exercise of the Warrants (and not the Shares issued within the initial Share Cap) will be subject to a lock-up of up to ten (10) years from the closing date, which lock-up may be waived, released, or renegotiated upon the mutual written consent of the Company and the applicable Investor.
Concurrently with the execution of the Agreement, the Company entered into a Voting Agreement and Irrevocable Proxy with each of Puple AI Inc. and Blockcat Pte. Ltd. (each, a "Voting Agreement"), pursuant to which each such Investor agreed, among other things, to vote its Shares and any Shares issuable upon exercise of its Warrant in accordance with the direction of a designated proxyholder on matters presented to the Company's shareholders, including the approval required under Nasdaq Listing Rule 5635 described above, subject to certain reserved matters set forth therein on which the Investor retains sole voting discretion. Each Voting Agreement is accompanied by an irrevocable proxy that will terminate on August 1, 2036. The foregoing description of the Voting Agreements does not purport to be complete and is qualified in its entirety by reference to the full text of the Voting Agreements, a form copy of which is filed as Exhibits 10.3 hereto and incorporated herein by reference.
The foregoing description of the Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Agreement, a copy of which is filed as Exhibit 10.1 hereto and incorporated herein by reference.
Item 2.01. Completion of Acquisition or Disposition of Assets.
On August 19, 2026, the Company completed the transaction contemplated by the Agreement described in Item 1.01 above, which description is incorporated herein by reference. At closing, the Company acquired 925,925,926 M tokens having an aggregate fair market value of approximately $1 billion as of August 19, 2026, in consideration for the issuance of 3,500,000 Shares and/or Warrants to purchase up to 36,198,293 additional Shares.
The consideration for the acquisition was determined through arm's-length negotiation between the Company and the Investors. Prior to the closing of the transaction, the Investors were unaffiliated with the Company and did not participate in governance of the Company. Rudy Rong, who is being appointed as President of the Company as described in Item 5.02 below, is a significant source of the Digital Assets contributed to the Company in the transaction.
The Digital Assets are held by the Company in a multi-signature digital wallet requiring multiple authorized approvals for transactions. The Company retains sole authority to add, remove, or replace any authorized approver at any time. The Digital Assets will be accounted for as long-term digital assets in accordance with applicable accounting standards.
Item 3.02. Unregistered Sales of Equity Securities.
The information set forth under Items 1.01 and 2.01 above is incorporated herein by reference.
The Shares and Warrants were issued and sold in a private transaction not involving any public offering, in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended (the "Securities Act"), and Rule 506(b) of Regulation D thereunder. Each Investor represented that it is an "accredited investor" as defined in Rule 501(a) of Regulation D. The Shares and Warrants were issued without registration under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption. Shares in excess of the Share Cap will not be issued, with Warrants provided in lieu thereof, not to be exercised until following the required shareholder approval. Appropriate restrictive legends were placed on the book-entry positions representing the Shares and on the certificated Warrants.
No underwriters were involved and no underwriting discounts or commissions were paid.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
In connection with the transaction described in Items 1.01, 2.01, and 3.02 above, on August 19, 2026, the Board of Directors of the Company appointed Rudy Rong as President of the Company, effective as of the closing of the transaction described above.
Mr. Rong has over a decade of experience in blockchain infrastructure, digital-asset markets, and international business operations. He previously served as Chief Growth Officer of MemeCore and as a General Partner at Factorial Lab, an investment firm focused on digital-asset and blockchain-related ventures. Earlier in his career, Mr. Rong founded and served as an executive of a company operating in the international medical-device industry. His professional background includes corporate strategy, business development, capital formation, and international operations. Mr. Rong holds a B.S. in Business Administration from the University of Southern California. There is no family relationship between Mr. Rong and any director or executive officer of the Company required to be disclosed pursuant to Item 401(d) of Regulation S-K.
In connection with his appointment, the Company and Mr. Rong entered into an Employment Agreement, dated August 19, 2026 (the "Employment Agreement"), pursuant to which Mr. Rong will receive an annual base salary of $500,000 and a contractual entitlement, effective upon execution of the Employment Agreement, to receive a grant of 125,000 shares of restricted stock, which grant is subject to approval by the Company's Compensation Committee and the Company's shareholders at the next annual or special meeting of shareholders, and in any event no later than December 31, 2026, and which shares will vest immediately upon such shareholder approval. This entitlement, and the Company's obligation to seek such approvals, will survive any termination of Mr. Rong's employment for any reason. The Employment Agreement further provides that, in the event Mr. Rong's employment is terminated by the Company without cause or by Mr. Rong for good reason, Mr. Rong will be entitled to severance equal to twenty-four (24) months of base salary, provided that if such termination occurs within six (6) months before or twelve (12) months after a change in control of the Company (as defined in the Employment Agreement), Mr. Rong will be entitled to an additional six (6) months of base salary, for a total of thirty (30) months of severance.
Other than his role as a contributor of Digital Assets to the Company pursuant to the Agreement described in Items 1.01 and 2.01 above, Mr. Rong does not have any relationship with the Company that would require disclosure pursuant to Item 404(a) of Regulation S-K.
The foregoing description of the Employment Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Employment Agreement, a copy of which is filed as Exhibit 10.4 hereto and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
| Exhibit No. |
Description |
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| 10.1 |
Form of Securities Purchase Agreement, dated August 19, 2026, by and among the Company and the Investors named therein |
| 10.2 |
Form of Pre-Funded Warrant (Exhibit A to the Securities Purchase Agreement filed as Exhibit 10.1 above) |
| 10.3 |
Form of Voting Agreement and Irrevocable Proxy, dated August 19, 2026 |
| 10.4 |
Employment Agreement, dated August 19, 2026, by and between the Company and Rudy Rong |
| 99.1 |
Press release |
| 104 |
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) |
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.
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ZEROSTACK CORP. |
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| Date: August 19, 2026 |
By: |
/s/ Dany Vaiman |
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Name: |
Dany Vaiman |
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Title: |
Chief Financial Officer |
Zerostack Announces US$1.0 Billion Strategic Contribution of Memecore ($M) Tokens at US$25.19 Per Share
Transaction Represents an Unprecedented Strategic Investment Premium
DALLAS, TEXAS - August 19, 2026 - Zerostack Corp. ("Zerostack" or the "Company") today announced that it has entered into a definitive transaction pursuant to which Puple AI Inc. and Blockcat Pte. Ltd. have agreed to contribute an aggregate of US$1.0 billion of Memecore tokens to the Company in exchange for 3,500,000 Zerostack common shares and pre-funded warrants to purchase up to 36,198,293 additional common shares (the "Warrants"), with the prefunded warrants issued at a price of US$25.19 per share. Shares issuable upon exercise of the Warrants will not be issued unless and until approved by Zerostack's shareholders in accordance with Nasdaq Listing Rule 5635, and such shares will be subject to a lock-up of up to ten years following closing.
The agreed share price represents a premium of more than twelve times Zerostack's recent market trading price, while the Memecore tokens contributed to the transaction, consisting of 925,925,926 $M tokens, were valued at their prevailing fair market trading price of $1.08 per token.
Management believes the transaction represents one of the most significant valuation premiums accepted by a strategic cryptocurrency investor in a public company and reflects the Memecore principals' conviction in Zerostack's long-term strategy, management team and unique positioning within the decentralized artificial intelligence ecosystem. The transaction fosters Zerostack's strategy of building a full-stack position in the consumer driven distributed artificial intelligence market segment, which Management expects to grow through MemeCore's creation of consumer-facing cultural economies.
The transaction also substantially expands Zerostack's strategic relationship with the Memecore ecosystem and creates what management believes to be significant opportunities for collaboration between Zerostack's existing 0G portfolio and the rapidly growing Memecore community. Management believes that the willingness of the Memecore principals to acquire Zerostack equity at a substantial premium while valuing the contributed Memecore tokens at prevailing market prices demonstrates a strong conviction that ownership of Zerostack shares provides unique strategic exposure to the Company's existing and future digital asset activities.
"This transaction represents a defining milestone not only for Zerostack, but for the broader digital asset industry," said Daniel Reis-Faria, Chief Executive Officer of Zerostack.
Mr. Reis-Faria continued:
"Our objective has always been to build the premier publicly traded gateway to next-generation digital infrastructure assets. We believe the combination of our existing 0G holdings with a strategic position in the Memecore ecosystem creates a compelling platform capable of generating long-term value for shareholders while positioning Zerostack at the intersection of decentralized AI, digital assets and institutional capital."
Rudy Rong, a principal of Memecore who is also being appointed President of Zerostack in connection with the transaction, commented:
"Memecore has always sought partners capable of creating lasting value across the broader blockchain ecosystem. We believe Zerostack represents the ideal public company through which to accelerate collaboration between our respective communities while creating meaningful opportunities for innovation, ecosystem development and institutional participation."
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/
About Memecore ($M)
MemeCore ($M) is a top 50 cryptocurrency and a dedicated Layer 1 blockchain built to change internet memes from short-term speculation into long-term cultural and economic assets. It provides infrastructure with low fees and high scalability for meme-driven communities.
Forward-Looking Statements
This press release contains "forward-looking statements," as defined by U.S. federal securities laws. Forward-looking statements reflect the Company'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 words or 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 potential for future orders from existing or prospective customers; anticipated revenues and profitability; expected operating profit; procurement pricing; supplier availability; and commercial relationships.
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: business strategy risks and the other risks described under the section entitled "Risk Factors" in the Company'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 July 31, 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 the Company's filings with the SEC. While forward-looking statements reflect the Company's good faith beliefs, they are not guarantees of future performance. The Company 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 the Company (or to third parties making the forward-looking statements).
