Business Context and Reporting Period
Company: ZeroStack Corp. (formerly Flora Growth Corp.)
Reporting Date: August 21, 2026
Filing Type: Form 8-K (Current Report)
Key Event: Supplemental disclosure regarding the acquisition of 925,925,926 MemeCore (M) tokens completed on August 19, 2026, and the company's strategic pivot to a dual-pillar business model: Digital Assets/AI and Commercial/Wholesale pharmaceutical distribution.
The Company recently changed its jurisdiction of incorporation from Ontario, Canada, to Texas, USA, and updated its ticker symbol to ZSTK. It operates as an emerging growth company.
Key Financial Metrics and Holdings
Revenue, Profit, and Cash Flow: The filing text does not provide specific revenue, profit, cash flow, or margin figures for the current period. It references the 2025 Annual Report and 2026 quarterly reports for historical financial data.
Debt and Liquidity: Specific debt levels and liquidity ratios are not disclosed in this text. The Company states it maintains adequate working capital and may issue debt or equity to fund cryptocurrency acquisitions.
Material Holdings:
- MemeCore Tokens: 925,925,926 tokens acquired via private placement on August 19, 2026.
- 0G Tokens: Significant treasury holdings (exact quantity not specified in this text) intended for long-term accumulation.
- Accounting Treatment: The Company has adopted ASU 2023-08, requiring digital assets to be measured at fair value with gains/losses recognized in net income, leading to potential earnings volatility.
Material Changes and Strategic Shifts
Strategic Pivot: The Company has shifted from a cannabis/hemp focus (disposition of components agreed upon September 20, 2025) to a strategy centered on "compounding value" through the integration of AI infrastructure (0G) and consumer community blockchain (MemeCore).
Corporate Structure:
- Changed jurisdiction of incorporation to Texas on August 18, 2026.
- Changed corporate name from Flora Growth Corp. to ZeroStack Corp. on January 29, 2026.
- Executed a 1-for-39 share consolidation on August 4, 2025.
Asset Acquisition: Completed the acquisition of MemeCore tokens, which the Company intends to deploy actively for governance and ecosystem development rather than passive staking.
Guidance, Outlook, and Risks
Outlook and Strategy:
- AI Infrastructure Layer: Focus on accumulating 0G tokens to leverage decentralized AI compute and storage.
- Consumer Community Layer: Utilize MemeCore tokens to drive engagement in the "Meme 2.0" economy, creating synergies where MemeCore consumes 0G's AI capabilities.
- Pharmaceuticals: Continue operations through subsidiary Phatebo GmbH, a global wholesale distributor based in Germany.
Material Risks and Contingencies:
- Volatility: Financial results are highly sensitive to the price fluctuations of 0G and MemeCore tokens.
- Regulatory Classification: Risk that 0G or MemeCore may be classified as "securities" by the SEC, potentially requiring registration under the Investment Company Act of 1940.
- Custody and Cybersecurity: Risks of private key loss, cyberattacks, smart contract vulnerabilities, and custodian insolvency.
- Liquidity: Digital asset holdings are less liquid than cash and may not serve as a reliable source of working capital during market instability.
- AI Risks: Potential for AI system failure, data breaches, and regulatory restrictions on AI technology.
Investor Verification Checklist
- Verify the current fair value of the 925,925,926 MemeCore tokens and the total 0G holdings in the most recent 10-Q or 10-K.
- Confirm the Company's current cash position and working capital adequacy given the concentration of assets in volatile digital currencies.
- Review the "Risk Factors" section of the 2025 Annual Report for detailed legal analysis regarding the Investment Company Act status.
- Assess the operational status and revenue contribution of the Phatebo GmbH pharmaceutical subsidiary.
- Monitor regulatory developments regarding the classification of 0G and MemeCore as securities or commodities.