ZeroStack Corp.
For the period ended Dec 31, 2025. Filed Feb 27, 2026.
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FY2025 · Filed Feb 27, 2026
ZSTK$2.53-5.9%Stored close · as of Nov 10, 2026
Extracted filing text, with the paragraph anchors used by the comparison.
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Item 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
| (2) | Exhibits: See Index to Exhibits below. |
INDEX TO EXHIBITS
| Exhibit Number | Description |
| 3.1 | Articles of Incorporation of ZeroStack Corp. (formerly, "Flora Growth Corp.") (incorporated by reference to Exhibit 2.1 of ZeroStack Corp.'s (formerly, "Flora Growth Corp.") Form 1-A, filed with the SEC on October 10, 2019). |
| 3.2 | Articles of Amendment of ZeroStack Corp. (formerly, "Flora Growth Corp.") effective April 30, 2021 (incorporated by reference to Exhibit 3.3 of ZeroStack Corp.'s (formerly, "Flora Growth Corp.") Form F-1, filed with the SEC on November 16, 2021). |
| 3.3 | Articles of Amendment of ZeroStack Corp. (formerly, "Flora Growth Corp.") effective June 9, 2023 (incorporated by reference to Exhibit 3.1 of ZeroStack Corp.'s (formerly, "Flora Growth Corp.") Form 8-K, filed with the SEC on June 7, 2023). |
| 3.4 | Bylaw No. 1-A of ZeroStack Corp. (formerly, "Flora Growth Corp.") (incorporated by reference to Exhibit 99.3 of ZeroStack Corp.'s (formerly, "Flora Growth Corp.") Form 6-K filed with the SEC on July 6, 2022). |
| 3.5 | Articles of Amendment of ZeroStack Corp. (formerly, "Flora Growth Corp."), effective August 3, 2025 (incorporated by reference to Exhibit 3.1 of ZeroStack's Form 8-K, filed with the SEC on August 4, 2025) |
| 3.6 | Articles of Amendment and Certificate of Amendment of ZeroStack Corp. (formerly, "Flora Growth Corp."), dated January 29, 2026 ((incorporated by reference to Exhibit 3.1 of ZeroStack's Form 8-K, filed with the SEC on January 29, 2026) |
| 4.1 | Description of Common Shares (incorporated by reference to Exhibit 2.1 of ZeroStack Corp.'s (formerly, "Flora Growth Corp.") Form 20-F filed with the SEC on May 9, 2022). |
| 4.2 | Form of Unit Warrant (incorporated by reference to Exhibit 4.5 of ZeroStack Corp.'s (formerly, "Flora Growth Corp.")'s Form F-1, filed with the SEC on November 16, 2021). |
| 4.3 | Form of Investor Warrant (incorporated by reference to Exhibit 4.1 of ZeroStack Corp.'s (formerly, "Flora Growth Corp.") Form 6-K, filed with the SEC on December 13, 2022). |
| 4.4 | Form of Placement Agent Warrant (incorporated by reference to Exhibit 4.2 of ZeroStack Corp.'s (formerly, "Flora Growth Corp.") Form 6-K, filed with the SEC on December 13, 2022). |
| 4.5 | Form of Investor Warrant (incorporated by reference to Exhibit 4.1 of ZeroStack Corp.'s (formerly, "Flora Growth Corp.") Form 8-K filed with the SEC on September 21, 2023). |
| 4.6 | Form of Placement Agent Warrant (incorporated by reference to Exhibit 4.2 of ZeroStack Corp.'s (formerly, "Flora Growth Corp.") Form 8-K filed with the SEC on September 21, 2023). |
| 4.7 | Form of Warrant Amendment (incorporated by reference to Exhibit 10.3 of ZeroStack Corp.'s (formerly, "Flora Growth Corp.") Form 8-K filed with the SEC on September 21, 2023). |
| 4.8 | Form of Pre-funded Warrant dated as of May 2, 2025 (incorporated by reference to Exhibit 4.1 of ZeroStack Corp.'s (formerly, "Flora Growth Corp.") Form 8-K filed with the SEC on May 2, 2025) |
| 4.9 | ZeroStack Corp. (formerly, "Flora Growth Corp.") 2022 Incentive Compensation Plan (incorporated by reference to Exhibit 4.1 of ZeroStack Corp.'s (formerly, "Flora Growth Corp.") Form 8-K filed with the SEC on June 30, 2025) |
| 4.10 | Form of Pre-funded Warrant dated as of September 19, 2025 (incorporated by reference to Exhibit 4.1 of ZeroStack Corp.'s (formerly, "Flora Growth Corp.") Form 8-K filed with the SEC on September 23, 2025) |
| 4.11 | Form of Common Warrant dated as of September 19, 2025 (incorporated by reference to Exhibit 4.2 of ZeroStack Corp.'s (formerly, "Flora Growth Corp.") Form 8-K filed with the SEC on September 23, 2025) |
| 4.12 | Form of Convertible Note dated as of September 19, 2025 (incorporated by reference to Exhibit 4.3 of ZeroStack Corp.'s (formerly, "Flora Growth Corp.") Form 8-K filed with the SEC on September 23, 2025) |
| 4.13 | Form of Convertible Note dated as of September 22, 2025 (incorporated by reference to Exhibit 4.4 of ZeroStack Corp.'s (formerly, "Flora Growth Corp.") Form 8-K filed with the SEC on September 23, 2025) |
| 4.14 | ZeroStack Corp. (formerly, "Flora Growth Corp.") 2022 Incentive Compensation Plan, as amended on June 6, 2023, August 14, 2024, June 30, 2025 and December 19, 2025 (incorporated by reference to Exhibit 4.1 of ZeroStack Corp.'s (formerly, "Flora Growth Corp.") Form 8-K filed with the SEC on December 22, 2025) |
| 10.1† | ZeroStack Corp.'s (formerly, "Flora Growth Corp.") Stock Option Plan (incorporated by reference to Exhibit 6.16 of ZeroStack Corp.'s (formerly, "Flora Growth Corp.") Form 1-A, filed with the SEC on October 10, 2019). |
| 10.2† | Form of Stock Option Agreement (incorporated by reference to Exhibit 6.17 of ZeroStack Corp.'s (formerly, "Flora Growth Corp.") Form 1-A, filed with the SEC on October 10, 2019). |
| 10.3 | Letter Agreement by and between ZeroStack Corp.'s (formerly, "Flora Growth Corp.") and TruHC Holding GmbH, dated April 1, 2024 (incorporated by reference to Exhibit 10.1 of ZeroStack Corp.'s (formerly, "Flora Growth Corp.") Form 8-K filed with the SEC on April 5, 2024). |
| 10.4 | Underwriting Agreement, dated April 4, 2024, by and between ZeroStack Corp. (formerly, "Flora Growth Corp.") and Aegis Capital Corp. (incorporated by reference to Exhibit 1.1 of ZeroStack Corp.'s (formerly, "Flora Growth Corp.") Form 8-K filed with the SEC on April 8, 2024). |
| 10.5 | Stock Purchase Agreement, dated April 16, 2024, by and between ZeroStack Corp.'s (formerly, "Flora Growth Corp.") and TruHC Holding GmbH (incorporated by reference to Exhibit 10.1 of ZeroStack Corp.'s (formerly, "Flora Growth Corp.") Form 8-K filed with the SEC on April 19, 2024). |
| 10.6 | Sales Agreement by and among ZeroStack Corp. (formerly, "Flora Growth Corp.") and Aegis Capital Corp., dated April 26, 2024 (incorporated by reference to Exhibit 1.1 of ZeroStack Corp.'s (formerly, "Flora Growth Corp.") Form 8-K filed with the SEC on April 29, 2024). |
| 10.7 | Share and Purchase Agreement, dated June 4, 2024, by and between ZeroStack Corp. (formerly, "Flora Growth Corp.") and Lifeist Wellness Inc. (incorporated by reference to Exhibit 1.1 of ZeroStack Corp.'s (formerly, "Flora Growth Corp.") Form 8-K filed with the SEC on June 5, 2024). |
| 10.8† | Form of Stock Appreciation Rights Agreement (incorporated by reference to Exhibit 10.1 of ZeroStack Corp.'s (formerly, "Flora Growth Corp.") Form 8-K filed with the SEC on September 5, 2024). |
| 10.9 | Supply Agreement, by and between Northern Green Canada Inc. and ZeroStack Corp. (formerly, "Flora Growth Corp."), made as of October 31, 2024 (incorporated by reference to Exhibit 10.1 of ZeroStack Corp.'s (formerly, "Flora Growth Corp.") Form 8-K filed with the SEC on November 1, 2024). |
| 10.10 | Deed of termination, settlement and release in respect of the supply agreement, by and among ZeroStack Corp. (formerly, "Flora Growth Corp."), Northern Green Canada Inc., ACA Müller ADAG Pharma Vertriebs GmbH and Curaleaf Portugal LDA, dated as of October 28, 2024 (incorporated by reference to Exhibit 10.2 of ZeroStack Corp.'s (formerly, "Flora Growth Corp.") Form 8-K filed with the SEC on November 1, 2024). |
| 10.11 | Placement Agent Agreement, between ZeroStack Corp. (formerly, "Flora Growth Corp.") and Aegis Capital Corp., dated December 10, 2024 (incorporated by reference to Exhibit 1.1 of ZeroStack Corp.'s (formerly, "Flora Growth Corp.") Form 8-K filed with the SEC on December 12, 2024). |
| 10.12 | Form of Subscription Agreement (incorporated by reference to Exhibit 4.1 of ZeroStack Corp.'s (formerly, "Flora Growth Corp.")Form 1-A offering statement filed on August 7, 2024). |
| 10.13 | Securities Purchase Agreement, dated December 13, 2024, by and between ZeroStack Corp. (formerly, "Flora Growth Corp.") and the purchasers identified therein (incorporated by reference to Exhibit 10.1 of ZeroStack Corp.'s (formerly, "Flora Growth Corp.") Form 8-K filed with the SEC on December 16, 2024). |
| 10.14 | Placement Agent Agreement, dated as of December 13, 2024, by and between ZeroStack Corp. (formerly, "Flora Growth Corp.") and Aegis (incorporated by reference to Exhibit 10.2 of ZeroStack Corp.'s (formerly, "Flora Growth Corp.") Form 8-K filed with the SEC on December 16, 2024). |
| 10.15† | Form of Restricted Stock Award Agreement dated December 15, 2024 (incorporated by reference to Exhibit 10.1 of ZeroStack Corp.'s (formerly, "Flora Growth Corp.") Form 8-K filed with the SEC on December 17, 2024). |
| 10.16† | Form of Stock Appreciation Rights Agreement dated December 15, 2024 (incorporated by reference to Exhibit 10.2 of ZeroStack Corp.'s (formerly, "Flora Growth Corp.") Form 8-K filed with the SEC on December 17, 2024). |
| 10.17 | Share Purchase Agreement dated January 30, 2025 (incorporated by reference to Exhibit 10.1 of ZeroStack Corp.'s (formerly, "Flora Growth Corp.") Form 8-K filed with the SEC on February 5, 2025). |
| 10.18 | Form of Promissory Note of ZeroStack Corp.'s (formerly, "Flora Growth Corp."), dated January 30, 2025 (incorporated by reference to Exhibit 10.2 of ZeroStack Corp.'s (formerly, "Flora Growth Corp.") Form 8-K filed with the SEC on February 5, 2025). |
| 10.19† | ZeroStack Corp. (formerly, "Flora Growth Corp.") 2022 Incentive Compensation Plan (incorporated by reference to Exhibit 99.2 of ZeroStack Corp.'s (formerly, "Flora Growth Corp.") Form 6-K filed with the SEC on July 6, 2022). |
| 10.20† | Consulting Agreement, dated December 15, 2023, by and between ZeroStack Corp.'s (formerly, "Flora Growth Corp.") and Clifford Starke (incorporated by reference to Exhibit 10.1 of ZeroStack Corp.'s (formerly, "Flora Growth Corp.") Form 8-K filed with the SEC on December 15, 2023). |
| 10.21† | Executive Employment Agreement, dated December 15, 2023, by and between ZeroStack Corp.'s (formerly, "Flora Growth Corp.") and Dany Vaiman (incorporated by reference to Exhibit 10.2 of ZeroStack Corp.'s (formerly, "Flora Growth Corp.") Form 8-K filed with the SEC on December 15, 2023). |
| 10.22 | Form of Securities Purchase Agreement, dated as of May 2, 2025, by and between ZeroStack Corp. (formerly, "Flora Growth Corp.") and the purchasers identified therein (incorporated by reference to Exhibit 10.1 of ZeroStack's Form 8-K filed with the SEC on May 2, 2025) |
| 10.23 | Form of Unvested Stock Appreciation Rights Agreement, dated June 30, 2025 (incorporated by reference to Exhibit 10.1 of ZeroStack's Form 8-K filed with the SEC on June 30, 2025) |
| 10.24 | Form of Vested Stock Appreciation Rights Agreement, dated June 30, 2025 (incorporated by reference to Exhibit 10.2 of ZeroStack's Form 8-K filed with the SEC on June 30, 2025) |
| 10.25 | Form of Securities Purchase Agreement, dated as of September 19, 2025, by and between ZeroStack Corp. (formerly, "Flora Growth Corp.") and the Cash Investors identified therein (incorporated by reference to Exhibit 10.1 of ZeroStack Corp.'s (formerly, "Flora Growth Corp.") Form 8-K filed with the SEC on September 23, 2025) |
| 10.26 | Form of Securities Purchase Agreement, dated as of September 19, 2025, by and between ZeroStack Corp. (formerly, "Flora Growth Corp.") and the Token Investors identified therein (incorporated by reference to Exhibit 10.2 of ZeroStack Corp.'s (formerly, "Flora Growth Corp.") Form 8-K filed with the SEC on September 23, 2025) |
| 10.27 | Form of Securities Purchase Agreement, dated as of September 19, 2025, by and between ZeroStack Corp. (formerly, "Flora Growth Corp.") and the Note Investor identified therein (incorporated by reference to Exhibit 10.3 of ZeroStack Corp.'s (formerly, "Flora Growth Corp.") Form 8-K filed with the SEC on September 23, 2025) |
| 10.28 | Form of Securities Purchase Agreement, dated as of September 22, 2025, by and between ZeroStack Corp. (formerly, "Flora Growth Corp.") and Zero Gravity Labs Inc. (incorporated by reference to Exhibit 10.4 of ZeroStack Corp.'s (formerly, "Flora Growth Corp.") Form 8-K filed with the SEC on September 23, 2025) |
| 10.29 | Equity Transfer and Debt Repayment Agreement, dated as of September 20, 2025 (incorporated by reference to Exhibit 10.5 of ZeroStack Corp.'s (formerly, "Flora Growth Corp.") Form 8-K filed with the SEC on September 23, 2025) |
| 10.30† | Employment Agreement, dated September 20, 2025, by and between ZeroStack Corp.'s (formerly, "Flora Growth Corp.") and Daniel Reis-Faria (incorporated by reference to Exhibit 10.6 of ZeroStack Corp.'s (formerly, "Flora Growth Corp.") Form 8-K filed with the SEC on September 23, 2025) |
| 10.31† | Employment Agreement, dated September 20, 2025, by and between ZeroStack Corp.'s (formerly, "Flora Growth Corp.") and Dany Vaiman (incorporated by reference to Exhibit 10.7 of ZeroStack Corp.'s (formerly, "Flora Growth Corp.") Form 8-K filed with the SEC on September 23, 2025) |
| 10.32† | Employment Agreement, dated September 20, 2025, by and between ZeroStack Corp.'s (formerly, "Flora Growth Corp.") and Michael Heinrich (incorporated by reference to Exhibit 10.8 of ZeroStack Corp.'s (formerly, "Flora Growth Corp.") Form 8-K filed with the SEC on September 23, 2025) |
| 10.33 | Sales Agreement by and among ZeroStack Corp.'s (formerly, "Flora Growth Corp.") and Revere Securities LLC, dated September 23, 2025 (incorporated by reference to Exhibit 1.1 of the ZeroStack Corp.'s (formerly, "Flora Growth Corp.") Form 8-K filed with the SEC on September 23, 2025) |
| 10.34 | Share Purchase Agreement, dated as of November 28, 2025, by and among ZeroStack Corp.'s (formerly, "Flora Growth Corp.") and White Lion Capital, LLC (incorporated by reference to Exhibit 10.1 of ZeroStack Corp.'s (formerly, "Flora Growth Corp.") Form 8-K filed with the SEC on November 28, 2025) |
| 10.35 | Registration Rights Agreement, dated as of November 28, 2025, by and among ZeroStack Corp.'s (formerly, "Flora Growth Corp.") and White Lion Capital, LLC (incorporated by reference to Exhibit 10.2 of ZeroStack Corp.'s (formerly, "Flora Growth Corp.") Form 8-K filed with the SEC on November 28, 2025) |
| 10.36 | Form of Stock Option Agreement, dated December 19, 2025 (incorporated by reference to Exhibit 10.1 of ZeroStack Corp.'s (formerly, "Flora Growth Corp.") Form 8-K filed with the SEC on December 22, 2025) |
| 10.37 | Separation Agreement and General Release of Claims between ZeroStack Corp.'s (formerly, "Flora Growth Corp.") and Clifford Starke dated December 19, 2025 (incorporated by reference to Exhibit 10.1 of ZeroStack Corp.'s (formerly, "Flora Growth Corp.") Form 8-K filed with the SEC on December 23, 2025) |
| 10.38 | Note Settlement Agreement by and between ZeroStack Corp.'s (formerly, "Flora Growth Corp.") and DeFi Development Corp., dated December 29, 2025 (incorporated by reference to Exhibit 10.1 of ZeroStack Corp.'s (formerly, "Flora Growth Corp.") Form 8-K filed with the SEC on December 31, 2025) |
| 19.1* | ZeroStack Corp.'s (formerly, "Flora Growth Corp.") Insider Trading Policy |
| 21.1* | List of Subsidiaries |
| 23.1* | Consent of Davidson & Company, LLP, independent registered public accounting firm. |
| 31.1* | Certification by Daniel Reis-Faria, Chief Executive Officer, pursuant to Rule 13a-14(a) and 15d-14(a) of the Securities and Exchange Act of 1934 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 for the year ended December 31, 2024. |
| 31.2* | Certification by Dany Vaiman, Chief Financial Officer, pursuant to Rule 13a-14(a) and 15d-14(a) of the Securities and Exchange Act of 1934 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 for the year ended December 31, 2024. |
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