ZeroStack Corp. 8-K

What Happened

• ZeroStack Corp. (formerly Flora Growth Corp.) filed an 8-K reporting results of its July 20, 2026 Annual and Special Meeting. Shareholders approved several key corporate actions, including an amendment to the 2022 Incentive Compensation Plan, stock option grants to the CEO, CFO and Executive Chairman, and an amendment to the bylaws to create a staggered (three-class) board.
• The 2022 Plan Amendment increases shares issuable under the plan from 1,506,892 to 3,006,892 and increases Incentive Stock Options from 847,843 to 1,695,686; the amendment became effective immediately on July 20, 2026. Shareholders also approved the issuance of 9,104,614 Common Shares in exchange for shares of Texas Blocker Corp. as part of the Company’s private placement transactions. Davidson & Company LLP was reappointed as auditors and the Board was authorized to consider changing the company’s jurisdiction of incorporation to Texas.

Key Details

• 2022 Incentive Plan: Common shares issuable increased to 3,006,892; incentive stock options increased to 1,695,686 (effective July 20, 2026).
• Texas Blocker exchange: Approval to issue 9,104,614 Common Shares to acquire 9,104,614 shares of Texas Blocker Corp. (proposal approved).
• Board governance: Bylaws amended to divide directors into three classes with staggered terms (Class I→2027, Class II→2028, Class III→2029). Directors elected and class assignments: Class I — Michael Heinrich; Class II — Daniel Reis-Faria; Class III — Edward Woo, Manfred Leventhal, Laurence Zeifman.
• Vote outcome: Proposals 1–8 were approved at the meeting (detailed vote counts reported in the filing). The 2022 Plan Amendment and insider option grants were both approved by shareholders.

Why It Matters

• Dilution: Nearly doubling the number of shares available under the equity compensation plan and approving the issuance of 9.1M shares for the Texas Blocker exchange are material to shareholders because they increase potential dilution from equity awards and issuances.
• Insider compensation: Approval of option grants to the CEO, CFO and Executive Chairman is a key governance and compensation development investors should note when evaluating insider incentives and future dilution.
• Governance impact: Moving to a staggered board changes director election cadence and can affect shareholder influence over board turnover and takeover defenses.
• Corporate flexibility: Board authorization to change the company’s jurisdiction to Texas gives management a path to re-domicile, which could affect regulatory, tax or listing considerations if pursued.

(Exhibits filed include the amended Bylaws and the amended 2022 Incentive Compensation Plan as referenced in the 8-K.)