---
schema_version: "secwatch.filing_event.v1"
accession: "0001062993-23-018364"
form_type: "8-K"
ticker: "ZSTK"
cik: "0001790169"
company_name: "ZeroStack Corp."
filed_at: "2023-09-21T23:59:59+00:00"
generated_at: "2026-06-10T10:55:35.644544+00:00"
event_type: "other_material"
sentiment: "neutral"
materiality_score: 0.55
calibrated_materiality_score: 0.55
confidence: "high"
source: SEC EDGAR
---

# Flora Growth prices $2.7M registered direct offering and private placement of 1.37M units at $2.00

## Summary
- 1,369,000 common shares + warrants sold at $2.00/unit; gross proceeds ~$2.7M, net ~$2.4M.
- Warrants exercisable at $2.50/share, begin six months after issuance, expire in 5.5 years.
- Existing warrants from Nov 2021 & Dec 2022 amended to $2.50 exercise price and 5-year term.
- A.G.P./Alliance Global Partners served as placement agent; 6% cash fee plus $90k expense reimbursement.
- Net proceeds to fund operating capacity, working capital, and general corporate purposes.

## SEC filing metadata
- accession: 0001062993-23-018364
- form_type: 8-K
- ticker: ZSTK
- cik: 0001790169
- company_name: ZeroStack Corp.
- filed_at: 2023-09-21T23:59:59+00:00
- event_type: other_material
- sentiment: neutral
- materiality_score: 0.55
- calibrated_materiality_score: 0.55
- confidence: high
- sec_items: 1.01, 3.02, 7.01, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1790169/000106299323018364/0001062993-23-018364-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1790169/000106299323018364/form8k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001062993-23-018364
- JSON: https://secwatch.observer/filing/0001062993-23-018364.json
- Plain text: https://secwatch.observer/filing/0001062993-23-018364.txt

## Key facts
- Material Agreements
  ZeroStack Corp. entered into Securities Purchase Agreement with institutional investors valued at Combined purchase price $2.00 per Offered Share and associated Investor Warrant; net proceeds approx (effective 2023-09-18).
  - Action: entry
  - Agreement: equity purchase
  - Counterparty: institutional investors
  - Value: Combined purchase price $2.00 per Offered Share and associated Investor Warrant; net proceeds approx
  - Effective: 2023-09-18
  source text: On September 18, 2023, Flora Growth Corp., a corporation organized under the laws of the Province of Ontario (" Flora " or the " Company "), entered into a securities purchase agreement (the " Securities Purchase Agreement ") with certain institutional investors (the " Investors ") in connection with the issuance and sale by the Company in a registered direct offering (the " Registered Direct Offering ") of 1,369,000 of the Company's common shares, no par value per share (the " Common Shares " and, such number of Common Shares issued and sold in the Offering, the " Offered Shares "), pursuant to the Company's effective shelf registration statement on Form S-3 (File No. 333-274204) and a related base prospectus, together with the related prospectus supplement dated as of September 20, 2023 (such registration statement, prospectus and prospectus supplement, collectively, the " Registration Statement "), filed with the Securities and Exchange Commission.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1790169/000106299323018364/0001062993-23-018364-index.htm
- Material Agreements
  ZeroStack Corp. entered into Placement Agent Agreement with A.G.P./Alliance Global Partners valued at Cash fee equal to 6.0% of gross proceeds; reimbursement of legal fees and expenses up to $75,000 plu (effective 2023-09-18).
  - Action: entry
  - Agreement: underwriting
  - Counterparty: A.G.P./Alliance Global Partners
  - Value: Cash fee equal to 6.0% of gross proceeds; reimbursement of legal fees and expenses up to $75,000 plu
  - Effective: 2023-09-18
  source text: Pursuant to a placement agent agreement (the " Placement Agent Agreement "), A.G.P./Alliance Global Partners (" A.G.P. ") acted as placement agent in connection with Offerings, and in consideration therefor the Company agreed to register and issue to A.G.P. unregistered warrants (the " Placement Agent Warrants ", and together with the Investor Warrants, the " Warrants ") to purchase up to 54,760 Common Shares (the " Placement Agent Warrant Shares ", and together with the Investor Warrant Shares, the " Warrant Shares ") pursuant to the Registration Statement.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1790169/000106299323018364/0001062993-23-018364-index.htm
- Material Agreements
  ZeroStack Corp. amended Warrant Amendments with Investors valued at Amendment to exercise price to $2.50 per share and extension of termination date to five years follo (effective 2023-09-18).
  - Action: amendment
  - Counterparty: Investors
  - Value: Amendment to exercise price to $2.50 per share and extension of termination date to five years follo
  - Effective: 2023-09-18
  source text: In connection with the Offerings, on September 18, 2023, the Company entered into an amendment to certain common share purchase warrants (the " Warrant Amendments ") issued to the Investors by the Company in November 2021 and December 2022.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1790169/000106299323018364/0001062993-23-018364-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.