ZeroStack Corp.

ZeroStack Corp. is a Texas corporation trading on the Nasdaq Capital Market under ZSTK, filing from 2626 Cole Avenue, Suite 300, Dallas. EDGAR classifies it under SIC 6199, Finance Services. It was originally incorporated in Ontario on March 13, 2019 as Flora Growth Corp., a cannabis company; EDGAR records the name change to ZeroStack Corp. on January 27, 2026, and the certificate of formation filed with its Form 8-K12B of August 18, 2026 (accession 0001062993-26-004492) states the Ontario entity converted into a Texas corporation on that date under a plan of conversion. The same certificate authorises 1,000,000,000,000 shares, split evenly between common and preferred. It has filed two Form D notices six weeks apart, both under Rule 506(b). The first, accession 0000912282-26-001016 filed 2026-07-29, reported an offering of $92,103,510 fully sold to 24 investors with a first sale of 2026-07-20 and gave its jurisdiction as Ontario, Canada. The second, accession 0002065365-26-000004 filed 2026-09-02, reported an offering of $1,000,000,000 fully sold to 2 investors with a first sale of 2026-08-19 and gives its jurisdiction as Texas. The second notice is not an amendment of the first. Per the company's Form 8-K of August 19, 2026 (accession 0001062993-26-004501, exhibit 99.1), the consideration for the $1,000,000,000 offering was not cash: Puple AI Inc. and Blockcat Pte. Ltd. contributed 925,925,926 MemeCore (M) tokens, valued in the release at $1.08 each, in exchange for 3,500,000 common shares and pre-funded warrants over as many as 36,198,293 further shares, each priced at $25.19. The release states that price is a premium of more than twelve times the recent market trading price, and that the warrant shares require shareholder approval under Nasdaq Listing Rule 5635 and carry a lock-up of up to ten years. Its Form S-3 of August 21, 2026 (File No. 333-298482) states the company also holds 0G tokens and operates a German wholesale pharmaceutical distributor, Phatebo, as a wholly owned subsidiary.

A Nasdaq-listed operating company raising under Rule 506(b) rather than a pooled vehicle, so the Form D carries no valuation, price per share or investor identity of its own. What makes the filings unusual for a Form D screen is that the reported amount sold reflects contributed cryptocurrency rather than cash. Form D asks for the total amount sold and provides no field distinguishing cash from property, so a token contribution the parties valued at $1,000,000,000 produces the same entry a $1,000,000,000 wire would. Both the asset received and the stock issued are valued by the parties to the same transaction: the tokens at their stated prevailing price, the stock at what the company describes as more than twelve times its market price. The company has changed sector and domicile inside twelve months, from an Ontario cannabis business to a Texas digital-asset holder that also distributes pharmaceuticals in Germany.