ZeroStack Corp. (ZSTK): M&A transaction — Flora Growth acquires United Beverage for $2.85M notes and 4.99% stock; insiders included as sellers

ZeroStack Corp.

Acquired 100% of United Beverage Distribution Inc., a cannabis-infused drink distributor, for $2,845,700 in 5-year 6% notes and 923,744 Flora shares (4.99% of outstanding).
Sellers include Flora directors Clifford Starke and Sammy Dorf, and CFO Dany Vaiman; disinterested directors approved.
Transaction closed February 4, 2025; agreement signed January 30, 2025.
Shares issued under Section 4(a)(2) exemption; no broker fees incurred.

Key facts

Extracted from this filing and checked against the source text.

M&A Transactions SEC 8-K Item 2.01/5.01 confidence 0.9

ZeroStack Corp. completed an acquisition involving United Beverage Distribution Inc for promissory notes with five year maturities that accrue interest at a rate of 6% per annum in an aggregate principal amount of $2,845,700 (closed 2025-02-04).

Action: acquisition
Counterparty: United Beverage Distribution Inc
Consideration: promissory notes with five year maturities that accrue interest at a rate of 6% per annum in an aggregate principal amount of $2,845,700
Closing: 2025-02-04

Exact text from the filing

stock of Flora as of January 30, 2025, issued to the Sellers who are not Flora Insiders and (ii) promissory notes with five year maturities that accrue interest at a rate of 6% per annum in an aggregate principal amount of $2,845,700 issued to the Sellers (the " Notes "). The Share Purchase Agreement contains standard representations, warranties,

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Source: SEC EDGAR

accession 0001062993-25-001745

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