--- 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" generated_at: "2026-05-17T05:53:46.831445+00:00" event_type: "other_material" sentiment: "neutral" materiality_score: 0.95 calibrated_materiality_score: 0.95 confidence: "high" source: SEC EDGAR --- # Flora Growth raises ~$402M in placements, exits cannabis, pivots to digital asset treasury ## Summary - 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. ## SEC filing metadata - 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 - event_type: other_material - sentiment: neutral - materiality_score: 0.95 - calibrated_materiality_score: 0.95 - confidence: high - sec_items: 1.01, 2.01, 9.01, 2.03, 3.02, 5.02 - 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 ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001062993-25-015748 - JSON: https://secwatch.observer/filing/0001062993-25-015748.json - Plain text: https://secwatch.observer/filing/0001062993-25-015748.txt ## Key facts - Equity Issuances 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. - Security: warrant - Shares: 8,546,955 pre-funded warrants, each exercisable for one common share - Purchaser: Token Investors - Consideration: US$25.1899 per warrant, paid in Tokens valued at US$3 each, aggregate net proceeds approximately US$215,297,806 source text: 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_url: https://www.sec.gov/Archives/edgar/data/1790169/000106299325015748/0001062993-25-015748-index.htm - Equity Issuances 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. - Security: warrant - Shares: 425,929 pre-funded warrants, each exercisable for one common share - Purchaser: Cash Investors - Consideration: US$25.1899 per warrant source text: 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_url: https://www.sec.gov/Archives/edgar/data/1790169/000106299325015748/0001062993-25-015748-index.htm - Equity Issuances 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. - Security: common stock - Shares: 116,340 common shares - Purchaser: Cash Investors - Consideration: US$25.19 per share, aggregate net proceeds approximately US$13,660,000 source text: 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_url: https://www.sec.gov/Archives/edgar/data/1790169/000106299325015748/0001062993-25-015748-index.htm - Equity Issuances 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. - Security: warrant - Shares: 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 - Purchaser: Cash Investors - Consideration: Part of bundled unit with common shares and pre-funded warrants source text: 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_url: https://www.sec.gov/Archives/edgar/data/1790169/000106299325015748/0001062993-25-015748-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.