Every 8-K that ZeroStack Corp. (ZSTK) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.
A 8-K covers material events a company has to report between its quarterly reports, so if you follow ZSTK and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full ZSTK filings page.
ZeroStack Corp. (ZSTK) describes a strategic shift toward a dual business model combining a decentralized AI-focused digital asset treasury with its existing global pharmaceutical distribution subsidiary, Phatebo GmbH. ZeroStack recently acquired 925,925,926 MemeCore (M) tokens in an August 2026 private placement and already holds 0G Tokens, forming a two-layer strategy: an AI infrastructure layer (0G-based decentralized AI operating system and storage) and a consumer community blockchain layer (MemeCore’s “Meme 2.0” network).
The company plans to use surplus capital to acquire additional 0G and/or MemeCore, to hold 0G long term, and to actively deploy MemeCore Tokens in governance and ecosystem development rather than staking. Management highlights significant risks: extreme price volatility and liquidity constraints of 0G and MemeCore, concentration risk in a small set of digital assets, uncertain U.S. regulatory treatment of these tokens (including potential classification as “securities” and Investment Company Act implications), custody and cyber risks, and heightened earnings volatility due to fair value accounting under ASU 2023‑08. ZeroStack also emphasizes rapidly evolving AI and blockchain regulation and the possibility that new rules could restrict its decentralized AI and digital asset activities.
ZeroStack Corp. (ZSTK) entered into a definitive transaction in which Puple AI Inc. and Blockcat Pte. Ltd. contributed 925,925,926 MemeCore ($M) tokens, valued at about $1.0 billion at $1.08 per token, in exchange for 3,500,000 common shares and pre-funded warrants to purchase up to 36,198,293 additional shares at $25.19 per share. Shares above 19.99% of pre-transaction outstanding stock will be issued as warrants and are not exercisable until shareholders approve issuance under Nasdaq Listing Rule 5635; those warrant shares are subject to a lock-up of up to 10 years.
The company will hold the $M tokens as long-term digital assets in a multi-signature wallet and plans to file a resale registration on Form S-3 for the shares and warrant shares after shareholder approval. Voting Agreements and irrevocable proxies with the two key investors run until August 1, 2036, giving a designated proxyholder voting control over their equity, subject to reserved matters. Concurrently, ZeroStack appointed Rudy Rong as President with a $500,000 base salary, an entitlement to 125,000 restricted shares (subject to approvals, vesting upon approval), and severance of 24–30 months of salary depending on change-in-control timing.
ZeroStack Corp. completed a previously announced private cryptocurrency financing on July 20, 2026, after shareholders approved “Proposal 6 – Approval of the Continuance Proposal” at the 2026 Annual and Special Meeting. Investors contributed an aggregate 142,232,948 native 0G Tokens into Texas Blocker Corp., a Texas entity formed to facilitate the transaction, in exchange for 9,104,614 Texas Blocker common shares.
Those Texas Blocker shares were then exchanged on a one-for-one basis for ZeroStack common shares, making Texas Blocker a wholly-owned subsidiary and transferring the contributed 0G Tokens to ZeroStack. Zero Gravity Labs Inc., led by Executive Chairman Michael Heinrich, participated in the contribution, holding 4,608,684 Texas Blocker shares before the exchange and receiving 4,608,864 ZeroStack common shares at closing.
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.
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.
ZeroStack Corp. entered into a series of agreements tied to its Zero Gravity (0G) token holdings and a planned share exchange. Texas Blocker Corp., formed by ZeroStack’s CEO and CFO, received 142,232,948 0G Tokens from investors in return for 9,104,614 Texas Blocker common shares, valued at US$0.7549 per Token and US$11.7931 per Blocker Share.
ZeroStack then signed a Share Exchange Agreement to issue 9,104,614 ZeroStack common shares and/or pre-funded warrants in exchange for all outstanding Texas Blocker shares, after required shareholder approvals. On closing, Texas Blocker will become a wholly owned subsidiary and ZeroStack expects to be treated as a U.S. domestic corporation for federal tax purposes under Section 7874(b).
Separately, ZeroStack agreed to settle a prior token-denominated convertible note by delivering 50,000,000 Tokens to Zero Gravity Labs Inc., fully satisfying principal and interest and providing mutual releases. The ZeroStack securities are being issued in an exempt, unregistered private offering framework.