{"schema_version":"secwatch.filing_event.v1","accession":"0001062993-25-015748","form_type":"8-K","ticker":"ZSTK","cik":"0001790169","company_name":"ZeroStack Corp.","filed_at":"2025-09-23T23:59:59+00:00","discovered_at":"2026-05-14T18:02:45.004769+00:00","generated_at":"2026-05-17T05:53:46.831445+00:00","sec_items":["1.01","2.01","9.01","2.03","3.02","5.02"],"event_type":"other_material","sentiment":"neutral","materiality_score":0.95,"calibrated_materiality_score":0.95,"confidence":"high","headline":"Flora Growth raises ~$402M in placements, exits cannabis, pivots to digital asset treasury","bullets":["CEO Clifford Starke and Executive Chairman Sammy Dorf resigned; replaced by Daniel Reis-Faria (CEO) and Michael Heinrich (Executive Chairman).","Raised ~$13.66M cash, ~$215.3M in tokens, ~$22.88M Solana note, and ~$150M Zero Gravity convertible note.","Exits hemp/cannabis business by transferring subsidiaries to settle $2.22M promissory notes.","Proceeds to fund digital asset treasury strategy linked to $0G token on 0G Chain decentralized AI blockchain.","New CEO receives options for 3% of pro-forma shares, vesting at VWAP targets from $40.80 to $95.20."],"urls":{"canonical":"https://secwatch.observer/filing/0001062993-25-015748","json":"https://secwatch.observer/filing/0001062993-25-015748.json","markdown":"https://secwatch.observer/filing/0001062993-25-015748.md","text":"https://secwatch.observer/filing/0001062993-25-015748.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1790169/000106299325015748/0001062993-25-015748-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1790169/000106299325015748/form8k.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-05-17T05:53:46.831445+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"1a4e813cb290ab6626b98079722f3b197ca3c204","claim":"ZeroStack Corp. issued 8,546,955 pre-funded warrants, each exercisable for one common share of warrant to Token Investors for US$25.1899 per warrant, paid in Tokens valued at US$3 each, aggregate net proceeds approximately US$215,297,806.","evidence_excerpt":"On September 19, 2025, the Company entered into a securities purchase agreement (the \" Token Securities Purchase Agreement \") with certain investors (the \" Token Investors \") in connection with the issuance and sale by the Company to the Token Investors via a private placement (the “ Token Private Placement ”) of an aggregate of 8,546,955 pre-funded warrants of the Company at a purchase price of US$25.1899 per warrant (the “ Token Pre-funded Warrants ”","evidence_source":"SEC 8-K Item 3.02/3.03","evidence_url":"https://www.sec.gov/Archives/edgar/data/1790169/000106299325015748/0001062993-25-015748-index.htm","confidence":0.95,"family_label":"Equity Issuances","details":[{"label":"Security","value":"warrant"},{"label":"Shares","value":"8,546,955 pre-funded warrants, each exercisable for one common share"},{"label":"Purchaser","value":"Token Investors"},{"label":"Consideration","value":"US$25.1899 per warrant, paid in Tokens valued at US$3 each, aggregate net proceeds approximately US$215,297,806"}],"fact_type":"equity_issuance"},{"claim_id":"6b4c242d19fb79e5e67ea01ec5a32f43a9652f95","claim":"ZeroStack Corp. issued 425,929 pre-funded warrants, each exercisable for one common share of warrant to Cash Investors for US$25.1899 per warrant.","evidence_excerpt":"and 425,929 pre-funded warrants of the Company at a purchase price of US$25.1899 per warrant (the “ Cash Pre-funded Warrants ”) each to purchase one Common Share of the Company","evidence_source":"SEC 8-K Item 3.02/3.03","evidence_url":"https://www.sec.gov/Archives/edgar/data/1790169/000106299325015748/0001062993-25-015748-index.htm","confidence":0.95,"family_label":"Equity Issuances","details":[{"label":"Security","value":"warrant"},{"label":"Shares","value":"425,929 pre-funded warrants, each exercisable for one common share"},{"label":"Purchaser","value":"Cash Investors"},{"label":"Consideration","value":"US$25.1899 per warrant"}],"fact_type":"equity_issuance"},{"claim_id":"89c2b3eb2d5f0967138eaff3dcd2fe2e18a5e399","claim":"ZeroStack Corp. issued 116,340 common shares of common stock to Cash Investors for US$25.19 per share, aggregate net proceeds approximately US$13,660,000.","evidence_excerpt":"On September 19, 2025, 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 \" Cash Securities Purchase Agreement \") with certain investors (the \" Cash Investors \") in connection with the issuance and sale by the Company to the Cash Investors via a private placement (the “ Cash Private Placement ”) of an aggregate of 116,340 common shares of the Company, no par value per share (each, a “ Common Share ”), at a purchase price of US$25.19 per share","evidence_source":"SEC 8-K Item 3.02/3.03","evidence_url":"https://www.sec.gov/Archives/edgar/data/1790169/000106299325015748/0001062993-25-015748-index.htm","confidence":0.95,"family_label":"Equity Issuances","details":[{"label":"Security","value":"common stock"},{"label":"Shares","value":"116,340 common shares"},{"label":"Purchaser","value":"Cash Investors"},{"label":"Consideration","value":"US$25.19 per share, aggregate net proceeds approximately US$13,660,000"}],"fact_type":"equity_issuance"},{"claim_id":"eebbce092f092cef753fd21d65363d222a0986c9","claim":"ZeroStack Corp. issued Each common share and pre-funded warrant bundled with 0.2 of a common share purchase warrant; aggregate not stated; each full warrant exercisable for one common of warrant to Cash Investors for Part of bundled unit with common shares and pre-funded warrants.","evidence_excerpt":"Each Common Share and Pre-funded Warrant issued in the Cash Private Placement was bundled with 0.2 of a Common Share purchase warrant (each full warrant, a “ Cash Common Warrant ”). Each Cash Common Warrant shall be exercisable for one Common Share upon Shareholder Approval for 1,825 calendar days at an exercise price of US$25.19","evidence_source":"SEC 8-K Item 3.02/3.03","evidence_url":"https://www.sec.gov/Archives/edgar/data/1790169/000106299325015748/0001062993-25-015748-index.htm","confidence":0.9,"family_label":"Equity Issuances","details":[{"label":"Security","value":"warrant"},{"label":"Shares","value":"Each common share and pre-funded warrant bundled with 0.2 of a common share purchase warrant; aggregate not stated; each full warrant exercisable for one common"},{"label":"Purchaser","value":"Cash Investors"},{"label":"Consideration","value":"Part of bundled unit with common shares and pre-funded warrants"}],"fact_type":"equity_issuance"}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}