Source-grounded facts extracted from ZeroStack Corp.'s SEC 8-K filings across all families, newest first. Each cites a verbatim SEC excerpt.
ZeroStack Corp. issued warrant.
“ZeroStack will issue an aggregate of 9,104,614 common shares, no par value of the Company (the “ ZeroStack Shares ”) and/or pre-funded warrants of the Company (the “ ZeroStack Pre-funded Warrants ” and together with the ZeroStack Shares, the “ ZeroStack Securities ”) in exchange for an aggregate of 9,104,614 Blocker Shares”
ZeroStack Corp. issued an aggregate of 9,104,614 common shares of common stock.
“ZeroStack will issue an aggregate of 9,104,614 common shares, no par value of the Company (the “ ZeroStack Shares ”) and/or pre-funded warrants of the Company (the “ ZeroStack Pre-funded Warrants ” and together with the ZeroStack Shares, the “ ZeroStack Securities ”) in exchange for an aggregate of 9,104,614 Blocker Shares”
ZeroStack Corp. entered into Securities Contribution Agreements and Stockholders' Agreement with Texas Blocker Corp. and certain investors valued at 142,232,948 native tokens in exchange for 9,104,614 Blocker Shares (effective 2026-03-31).
“On March 31, 2026, Texas Blocker Corp., a Texas corporation (“ Texas Blocker ”) that was formed by Daniel Reis-Faria and Dany Vaiman, the Chief Executive Officer and Chief Financial Officer, respectively, of ZeroStack Corp., an Ontario corporation (the “ Company ” or “ ZeroStack ”), for the purpose of facilitating the Exchange (as defined below), entered into securities contribution agreements (the “ Securities Contribution Agreements ”) with certain investors (the “ Investors ”) pursuant to which the Investors contributed an aggregate of 142,232,948 native tokens of the Zero Gravity (0G) blockchain (the “ Tokens ” and each a “ Token ”) in exchange for an aggregate of 9,104,614 shares of common stock, $0.001 par value, of Texas Blocker (the “ Blocker Shares ”) issued on a private placement basis (the “ Contribution ”).”
ZeroStack Corp.: Company changed its name from Flora Growth Corp. to ZeroStack Corp. pursuant to Articles of Amendment (effective 2026-01-29).
“Effective January 29, 2026, Flora Growth Corp. (the "Company") changed its corporate name from "Flora Growth Corp." to "ZeroStack Corp." (the "Name Change") pursuant to Articles of Amendment filed with the Director under the Business Corporations Act (Ontario)”
ZeroStack Corp. entered into Note Settlement Agreement with DeFi Development Corp. (effective 2025-12-29).
“On December 29, 2025, Flora Growth Corp. (the "Company") entered into a note settlement agreement (the "Note Settlement Agreement") with DeFi Development Corp. (the "Holder") pursuant to which the Solana-denominated convertible note issued to the Holder pursuant to the September 19, 2025 securities purchase agreement between the Company and the Holder (the "Note") was settled.”
ZeroStack Corp. entered into Share Purchase Agreement with White Lion Capital, LLC valued at up to $25 million (effective 2025-11-28).
“On November 28, 2025, Flora Growth Corp., a corporation organized under the laws of the Province of Ontario (the "Company", "our"), entered into a Share Purchase Agreement (the "Purchase Agreement") and a Registration Rights Agreement (the "Registration Rights Agreement") with White Lion Capital, LLC (the "Investor"), pursuant to which the Investor has committed to purchase, subject to certain limitations, up to $25 million (the "Initial Commitment") of the Company's common shares”
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.
“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 ””
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.
“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”
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.
“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”
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.
“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”
ZeroStack Corp. received a nasdaq deficiency notice notice regarding board independence (rules 5605(b)(1), 5605(c)(2)(A)).
“August 26, 2025, Nasdaq was informed that because of Mr. Wolkin's passing, the Company is no longer in compliance with certain Corporate Governance Requirements as set forth in Nasdaq Listing Rule 5605. Pursuant to Nasdaq Listing Rule 5605(b)(1), a majority of the Board of a listed company must be comprised of Independent Directors. With Mr. Wolkin's passing, the Board is currently comprised of only four members, Sammy Dorf, Clifford Starke, Edward Woo and Manfred Leventhal. Only two of the four, Mr. Woo and Mr. Leventhal, qualify as Independent Directors. Therefore, the Company's Board is no”
ZeroStack Corp.: Effected a 1-for-39 share consolidation by filing Articles of Amendment to the amended and restated Articles of Incorporation (effective 2025-08-03).
“On August 4, 2025, Flora Growth Corp., a corporation organized under the laws of the Province of Ontario (the " Company "), effected a 1-for-39 share consolidation (the "Share Consolidation") of the Company's issued and outstanding common shares, no par value (the "Common Shares") by the filing of Articles of Amendment to the Company's amended and restated Articles of Incorporation (the "Articles of Amendment") with the Ontario Ministry of Public and Business Service Delivery and Procurement.”
ZeroStack Corp. received a nasdaq deficiency notice notice regarding minimum bid price (rules 5550(a)(2), 5810(c)(3)(A)).
“February 25, 2025, Flora Growth Corp. a corporation organized under the laws of the Province of Ontario ( the " Company ") received a notice (the " Notice ") from the Listing Qualifications Department (the " Staff ") of the Nasdaq Stock Market (" Nasdaq ") stating that for 30 consecutive business days the Company's common shares (the " Common Shares ") did not maintain a minimum closing bid price of $1.00 per share (" Minimum Bid Price Requirement ") as required for continued listing under Listing Rule 5550(a)(2). The Notice has no immediate effect on the listing of the Common Shares. In acco”
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).
“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,”
Harold Wolkin was appointed as Director at ZeroStack Corp..
“On August 29, 2024, the Board appointed Mr. Harold Wolkin as an independent director and member of each of the Company's audit committee, compensation committee and nominating and corporate governance committee.”
Kevin Taylor resigned as Director at ZeroStack Corp..
“On August 26, 2024, Mr. Kevin Taylor resigned as a director of the Company.”
ZeroStack Corp. completed an acquisition involving TruHC Pharma GmbH.
“to report the completion of the first closing of the acquisition of TruHC Pharma GmbH ("TruHC")”
Brendan Cahill was appointed as independent director at ZeroStack Corp..
“On May 2, 2024, the Board of Directors (the " Board ") of Flora Growth Corp. (the " Company ") appointed Mr. Brendan Cahill as an independent director and member of each of the Company's audit committee, compensation committee and nominating and corporate governance committee.”
ZeroStack Corp. entered into At-The-Market Issuances Sales Agreement with Aegis Capital Corp. (effective 2024-04-26).
“On April 26, 2024, Flora Growth Corp. (the "Company") entered into an At-The-Market Issuances Sales Agreement (the "Sales Agreement") with Aegis Capital Corp. (the "Agent") pursuant to which the Company may sell from time to time, at its option, common shares through the Agent in its capacity as sales agent.”
ZeroStack Corp. completed an acquisition involving TruHC Holding GmbH for $6.4 million (closed 2024-04-22).
“On April 22, 2024, Flora Growth Corp. (the "Company") completed the first closing (the "First Closing") of the previously disclosed acquisition of TruHC Pharma GmbH in exchange for a total of 2,770,562 common shares of the Company valued at an aggregate of $6.4 million based on the closing price of the Company's common shares on March 28, 2024 of $2.31 per share”
ZeroStack Corp. entered into Stock Purchase Agreement with TruHC Holding GmbH (the "Seller") valued at $6.4 million (effective 2024-04-16).
“On April 16, 2024, Flora Growth Corp. (the "Company") entered into a Stock Purchase Agreement (the "Purchase Agreement") with TruHC Holding GmbH (the "Seller") pursuant to which the Company will acquire all of the issued and outstanding shares of TruHC Pharma GmbH in exchange for 2,770,562 common shares of the Company valued at an aggregate of $6.4 million (the "Purchase Price") based on the closing price of the Company's common shares on March 28, 2024 of $2.31 per share.”
ZeroStack Corp. entered into Agreement with TruHC Holding GmbH valued at US$6,400,000 (effective 2024-04-01).
“On April 1, 2024, Flora Growth Corp. (the "Flora") entered into a binding letter of intent (the "Agreement") with TruHC Holding GmbH (the "Seller") to acquire all of the issued and outstanding shares of TruHC Pharma GmbH (the "Transaction").”
Thomas Solomon resigned as director at ZeroStack Corp..
“On November 30, 2023, Mr. Thomas Solomon resigned as a director of the Company.”
ZeroStack Corp. completed a disposition involving Lisan Farma Colombia LLC (closed 2023-11-01).
“completed the previously disclosed sale of its shares in Flora Growth Corp Colombia S.A.S., Flora Lab S.A.S., Flora Med S.A.S., Cosechemos Ya S.A.S., Kasa Wholefoods Company S.A.S. and other related Flora assets related to its Colombian operations”
ZeroStack Corp. terminated Sale and Purchase Agreement with Lifeist Wellness Inc. valued at Purchase agreement for acquisition of Australian Vaporizers Pty Ltd. common shares (effective 2023-10-20).
“October 20, 2023, Lifeist delivered a notice to the Company purporting to terminate the Purchase Agreement (the " Notice ") as a result of a purported inability to satisfy the condition precedent to closing set forth in Section 6.5.1 of the Purchase Agreement due to threats by shareholders of Lifeist to take legal or regulatory action to prohibit the completion of the transaction.”
Juan Carlos Roa Gomez departed as Director at ZeroStack Corp..
“On October 12, 2023, Juan Carlos Roa Gomez tendered his resignation as Director of Flora Growth Corp., a corporation organized under the laws of the province of Ontario (the "Company"), with such resignation becoming effective on October 12, 2023.”
Hussein Rakine resigned as Director at ZeroStack Corp..
“On September 26, 2023, Hussein Rakine tendered his resignation as Director of Flora Growth Corp.”
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).
“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.”
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).
“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.”
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).
“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.”
ZeroStack Corp. entered into Sale and Purchase Agreement with Lifeist Wellness Inc. valued at $1.7 million (effective 2023-09-17).
“On September 17, 2023, Flora Growth Corp., a corporation under the laws of the Province of Ontario (" Flora " or the " Company ") and Lifeist Wellness Inc. ("Lifeist") entered into a Sale and Purchase Agreement (the " Purchase Agreement ") pursuant to which Flora will acquire all the issued and outstanding common shares (the " AV Common Shares ") of Australian Vaporizers Pty Ltd.”
ZeroStack Corp. reported three and six months ended June 30, 2023 results: revenue $40.8 million, net income Net loss of $48.5 million.
“to prioritize Flora as a leading consumer brand globally,” said Clifford Starke, Chief Executive Officer. Financial and Operating Highlights for the Quarter Flora generated $21.5 million in revenue, a 140% increase year-over-year. Gross profit increased 19% year-over-year, to $4.0 million. Net loss of $44.6 million. Net loss in the quarter includes the impact of”
Beverley Richardson resigned as board member at ZeroStack Corp..
“On August 9, 2023, Beverley Richardson tendered her resignation as board member of the Company with such resignation becoming effective on August 9, 2023.”
Matthew Cohen resigned as General Counsel at ZeroStack Corp..
“On July 19, 2023, Matthew Cohen tendered his resignation as General Counsel of Flora Growth Corp., a corporation organized under the laws of the province of Ontario (the " Company "), with such resignation becoming effective on July 19, 2023.”
Jason Warnock resigned as Chief Commercial Officer at ZeroStack Corp..
“On June 25, 2023, Jason Warnock tendered his resignation as the Chief Commercial Officer of the Company, with such resignation becoming effective on June 30, 2023”
Jessie Casner resigned as Chief Marketing Officer at ZeroStack Corp..
“On June 25, 2023, Jessie Casner tendered her resignation as the Chief Marketing Officer of the Company, with such resignation becoming effective on June 30, 2023”
Elshad Garayev resigned as Chief Financial Officer at ZeroStack Corp..
“On June 25, 2023, Elshad Garayev tendered his resignation as the Chief Financial Officer (principal financial and accounting officer) of the Company, with such resignation becoming effective on such date”
Hussein Rakine resigned as Chief Executive Officer at ZeroStack Corp..
“On June 21, 2023, Hussein Rakine tendered his resignation as the Chief Executive Officer (principal executive officer) of Flora Growth Corp., a corporation organized under the laws of the Province of Ontario (“ Flora ” or the Company ”), with such resignation becoming effective June 25, 2023”
ZeroStack Corp.: Effect a 1-for-20 reverse stock split of common shares (effective 2023-06-09).
“On June 7, 2023, Flora Growth Corp., a corporation organized under the laws of the Province of Ontario (the “ Company ”) filed an Amendment to its Articles of Incorporation (the “ Reverse Stock Split Articles Amendment ”) with the Ontario Ministry of Public and Business Service Delivery to effect a reverse stock split of the Company’s common shares, no par value per share (the “ common shares ”), at a ratio of 1-for-20, which will become effective at 12:00:01 a.m. Eastern Time on June 9, 2023”
ZeroStack Corp. shareholders approved Approval of an amendment to the Company’s 2022 Incentive Compensation Plan to increase the number of shares issuable thereunder from 6 million to 19 million shares at the 2023-06-06 meeting.
“Proposal 6 : Approval of an amendment to the Company’s 2022 Incentive Compensation Plan to increase the number of shares issuable thereunder from 6 million to 19 million shares. Votes Votes Broker For Against Abstentions Non-Votes 37,073,081 13,010,316 261,512 21,729,263”
ZeroStack Corp. shareholders approved Approval of a special resolution authorizing the Board, in its sole discretion, to amend the Company’s Articles to change the name of the Company to “Just Brands Corp.” or to such other name as the Board, in its sole discretion, determines to be appropriate and which the Director under the Business at the 2023-06-06 meeting.
“Proposal 5 : Approval of a special resolution authorizing the Board, in its sole discretion, to amend the Company’s Articles to change the name of the Company to “Just Brands Corp.” or to such other name as the Board, in its sole discretion, determines to be appropriate and which the Director under the Business Corporations Act (Ontario) may accept. Votes Votes Broker For Against Abstentions Non-Votes 66,384,030 4,946,040 744,102 0”
ZeroStack Corp. shareholders approved Approval of an amendment to the Company’s Articles to create a new class of preferred shares, issuable in series, and to provide for the rights, privileges, restrictions and conditions attaching to the common shares and the preferred shares, as a class at the 2023-06-06 meeting.
“Proposal 4 : Approval of an amendment to the Company’s Articles to create a new class of preferred shares, issuable in series, and to provide for the rights, privileges, restrictions and conditions attaching to the common shares and the preferred shares, as a class. Votes Votes Broker For Against Abstentions Non-Votes 36,082,763 13,945,516 316,630 21,729,263”
ZeroStack Corp. shareholders approved Approval of an amendment to the articles of the Company, as amended from time to time (the “ Articles ”), to effect a reverse stock split with respect to the Company’s issued and outstanding common shares, no par value, on the basis of the consolidation ratio to be selected by the Board within a ran at the 2023-06-06 meeting.
“Proposal 3 : Approval of an amendment to the articles of the Company, as amended from time to time (the “ Articles ”), to effect a reverse stock split with respect to the Company’s issued and outstanding common shares, no par value, on the basis of the consolidation ratio to be selected by the Board within a range between 5 pre-consolidation shares for 1 post-consolidation share and 25 pre-consolidation shares for 1 post-consolidation share. Votes Votes Broker For Against Abstentions Non-Votes 64,424,776 5,750,644 1,898,752 0”
ZeroStack Corp. shareholders approved Reappointment of Davidson & Company LLP, an independent registered public accounting firm, as auditors of the Company for the fiscal year ending December 31, 2023 and authorization of the Board to fix their renumeration at the 2023-06-06 meeting.
“Proposal 2 : Reappointment of Davidson & Company LLP, an independent registered public accounting firm, as auditors of the Company for the fiscal year ending December 31, 2023 and authorization of the Board to fix their renumeration. Votes Broker For Withhold Non-Votes 69,850,843 2,223,329 0”
ZeroStack Corp. shareholders approved Election of eiht directors to the Board of Directors of the Company (the “ Board ”) to hold office until the Company’s 2024 Annual Meeting of Shareholders or until their respective successors are elected or appointed at the 2023-06-06 meeting.
“Proposal 1 : Election of eiht directors to the Board of Directors of the Company (the “ Board ”) to hold office until the Company’s 2024 Annual Meeting of Shareholders or until their respective successors are elected or appointed: Votes Broker Director For Withheld Non-Votes Hussein Rakine 46,751,535 3,593,374 21,729,263 Clifford Starke 47,687,963 2,656,946 21,729,263 John Timothy Leslie 22,289,294 28,055,615 21,729,263 Beverly Richardson 47,230,538 3,114,371 21,729,263 Edward Woo 43,839,270 6,505,639 21,729,263 Juan Carlos Gomez Roa 43,649,586 6,695,323 21,729,263 Kevin Taylor 47,679,010 2,665,899 21,729,263 Thomas Solomon 47,877,622 2,467,287 21,729,263”
ZeroStack Corp. reported the three months ended March 31, 2023 results: revenue $20.1 million, net income net loss of $3.9 million.
“· Flora generated $20.1 million in revenue in Q1 2023, a 307% increase year-over-year. · Gross profit for Q1 2023 increased 105% year-over-year, to $5.5 million. · Posted a net loss of $3.9 million for Q1 2023 (decreased from Q1 2022).”
Hussein Rakine was appointed as Director at ZeroStack Corp..
“The Board appointed Dr. Rakine as a Director to fill the vacancy created by Mr. Merchan’s resignation, as described above”
Hussein Rakine was appointed as Chief Executive Officer at ZeroStack Corp..
“On April 16, 2023, the Board appointed Hussein Rakine, the current President of the Company’s subsidiary, Just Brands LLC (“ JustCBD ”), as the Company’s Chief Executive Officer (principal executive officer) and as a Director”
Luis Merchan resigned as Chairman and Chief Executive Officer at ZeroStack Corp..
“On April 12, 2023, Luis Merchan tendered his resignation as both Chairman of the Board of Directors (the “ Board ”) of Flora Growth Corp., a corporation organized under the laws of the Province of Ontario (“ Flora ” or the Company ”) and as the Company’s Chief Executive Officer”
ZeroStack Corp. reported the fiscal year ended December 31, 2022 results: revenue $37.2 million, net income $52.6 million. Guidance reaffirmed.
“FY2022 Financial Highlights · For the FY2022, Flora generated $37.2 million in revenue, a 314% increase year-over-year. This was primarily driven by the House of Brands businesses. Additionally, in Q4 2022, revenue was $11.5 million, a 7% sequential increase from Q3 2022, driven primarily by organic growth. · Gross profit for FY2022 increased by 494% year-over-year to $14.4 million. · Gross margin improved year-over-year from 27% in FY2021 to 39% FY2022. · Adjusted EBITDA loss for FY2022 was $18.3 million, up from $16.5 million in FY2021. · Adjusted EBITDA margin for FY2022 improved to -49.3% from -184.2% in FY2021. · Net loss for FY2022 was $52.6 million as compared to $21.4 million for FY2021 and net loss margin for FY2022 improved to -141.6% from -237.9% in FY2021.”
Facts are extracted by an LLM and gated to those whose source quote is present verbatim in the filing text. Coverage is best-effort while backfill and monitoring mature; this is not yet a full-market index. See methodology.