ZeroStack Corp. is soliciting proxies for its 2026 Annual and Special Meeting of Shareholders to be held on July 13, 2026. Key items include election of five directors, re-appointment of auditors, a PIPE share-exchange approval, amendments to the 2022 Incentive Compensation Plan to increase authorized awards, grants of executive stock options, a proposed continuance from Ontario to Texas, and a proposed staggered board classification. The Record Date for voting is May 20, 2026 and the Proxy Materials are available at the company proxy website. Several related-party transactions and token financings are disclosed in the Proxy Statement.
ZeroStack Corp. director Laurence Zeifman reported a compensation-related award of options to buy 28,000 Common Shares. These director stock options have an exercise price of $5.10 per share and were granted at no cost.
The options vest in three equal installments: one-third on May 5, 2026, one-third on August 30, 2026, and one-third on December 31, 2026. Following this award, Zeifman holds 28,000 director stock options directly, with an expiration date of May 4, 2036.
ZeroStack Corp. director Laurence Zeifman reported a compensation-related award of options to buy 28,000 Common Shares. These director stock options have an exercise price of $5.10 per share and were granted at no cost.
The options vest in three equal installments: one-third on May 5, 2026, one-third on August 30, 2026, and one-third on December 31, 2026. Following this award, Zeifman holds 28,000 director stock options directly, with an expiration date of May 4, 2036.
ZeroStack Corp. director Edward Woo reported a compensation-related stock option grant on Common Shares. He received a Director Stock Option covering 35,000 shares, with an exercise price of $5.10 per share and an expiration date of May 4, 2036. Following this grant, he holds derivative rights over 35,000 shares directly. The options vest in three equal installments: one-third on May 5, 2026, one-third on August 30, 2026, and one-third on December 31, 2026. This Form 4 reflects an award acquisition rather than an open-market purchase or sale.
ZeroStack Corp. director Edward Woo reported a compensation-related stock option grant on Common Shares. He received a Director Stock Option covering 35,000 shares, with an exercise price of $5.10 per share and an expiration date of May 4, 2036. Following this grant, he holds derivative rights over 35,000 shares directly. The options vest in three equal installments: one-third on May 5, 2026, one-third on August 30, 2026, and one-third on December 31, 2026. This Form 4 reflects an award acquisition rather than an open-market purchase or sale.
ZeroStack Corp. director Manfred Leventhal received a grant of 35,000 stock options. These Director Stock Options give him the right to buy 35,000 common shares at an exercise price of $5.10 per share and expire on May 4, 2036.
The options vest in three equal installments: one-third on May 5, 2026, one-third on August 30, 2026, and one-third on December 31, 2026. After this grant, he holds 35,000 options directly, reflecting a compensation award rather than an open-market trade.
ZeroStack Corp. director Manfred Leventhal received a grant of 35,000 stock options. These Director Stock Options give him the right to buy 35,000 common shares at an exercise price of $5.10 per share and expire on May 4, 2036.
The options vest in three equal installments: one-third on May 5, 2026, one-third on August 30, 2026, and one-third on December 31, 2026. After this grant, he holds 35,000 options directly, reflecting a compensation award rather than an open-market trade.
ZeroStack Corp. reported that its independent directors approved new performance-based stock option grants for three senior leaders. The company granted 500,000 options to CEO Daniel Reis-Faria, 250,000 to CFO Dany Vaiman, and 500,000 to Executive Chairman Michael Heinrich.
The options have a $5.10 exercise price, a 10-year term, and are unexercisable until seven days after closing the Share Exchange Agreement involving Texas Blocker Corp. They are also subject to forfeiture unless shareholders approve them at the annual and special meeting expected on or about July 13, 2026. Vesting occurs in five 20% tranches when the share price reaches VWAP thresholds from $7.65 up to $17.85 on any trading day.
ZeroStack Corp. reported that its independent directors approved new performance-based stock option grants for three senior leaders. The company granted 500,000 options to CEO Daniel Reis-Faria, 250,000 to CFO Dany Vaiman, and 500,000 to Executive Chairman Michael Heinrich.
The options have a $5.10 exercise price, a 10-year term, and are unexercisable until seven days after closing the Share Exchange Agreement involving Texas Blocker Corp. They are also subject to forfeiture unless shareholders approve them at the annual and special meeting expected on or about July 13, 2026. Vesting occurs in five 20% tranches when the share price reaches VWAP thresholds from $7.65 up to $17.85 on any trading day.
ZeroStack Corp. reported a net loss of $36.7 million for the three months ended March 31, 2026, driven mainly by a $60.7 million loss from changes in the fair value of its digital assets, primarily 0G Tokens. Revenue rose modestly to $7.3 million, including $2.8 million of 0G staking rewards, while pharmaceutical distribution contributed $4.5 million. Total assets fell to $45.2 million from $130.2 million as digital asset values and restricted holdings declined, though the company settled the Zero Gravity Convertible Note and reduced total debt to $3.2 million. Management now relies on staking income and recent equity financings to support a going concern outlook, but notes significant risk from heavy concentration in 0G and volatile cryptocurrency markets.
ZeroStack Corp. reported a net loss of $36.7 million for the three months ended March 31, 2026, driven mainly by a $60.7 million loss from changes in the fair value of its digital assets, primarily 0G Tokens. Revenue rose modestly to $7.3 million, including $2.8 million of 0G staking rewards, while pharmaceutical distribution contributed $4.5 million. Total assets fell to $45.2 million from $130.2 million as digital asset values and restricted holdings declined, though the company settled the Zero Gravity Convertible Note and reduced total debt to $3.2 million. Management now relies on staking income and recent equity financings to support a going concern outlook, but notes significant risk from heavy concentration in 0G and volatile cryptocurrency markets.
Michael Heinrich filed an amended ownership report for ZeroStack Corp., showing beneficial ownership of 471,208 common shares, equal to 10.0% of the outstanding common shares. He holds sole voting and dispositive power over these shares.
A related entity, Zero Gravity Labs Inc., now reports ownership of 0 shares of ZeroStack. On March 31, 2026, ZeroStack entered into a Note Settlement Agreement with Zero Gravity Labs under which payment of 50,000,000 Tokens fully satisfied the principal and interest of a prior convertible promissory note, eliminating further obligations under that note.
Michael Heinrich filed an amended ownership report for ZeroStack Corp., showing beneficial ownership of 471,208 common shares, equal to 10.0% of the outstanding common shares. He holds sole voting and dispositive power over these shares.
A related entity, Zero Gravity Labs Inc., now reports ownership of 0 shares of ZeroStack. On March 31, 2026, ZeroStack entered into a Note Settlement Agreement with Zero Gravity Labs under which payment of 50,000,000 Tokens fully satisfied the principal and interest of a prior convertible promissory note, eliminating further obligations under that note.
ZeroStack Corp. Executive Chairman Heinrich Michael reported an "other" restructuring transaction involving a convertible promissory note held indirectly through Zero Gravity Labs Inc., a corporation he owns and controls. The note was tied to 4,902,220 common shares at a conversion price of $33.34 per share and had an expiration date in September 2035. A note settlement agreement provides that payment of 50,000,000 Tokens to Zero Gravity Labs Inc. fully satisfies the principal and interest, leaving no further obligations under the note and no remaining derivative holdings from this instrument.
ZeroStack Corp. Executive Chairman Heinrich Michael reported an "other" restructuring transaction involving a convertible promissory note held indirectly through Zero Gravity Labs Inc., a corporation he owns and controls. The note was tied to 4,902,220 common shares at a conversion price of $33.34 per share and had an expiration date in September 2035. A note settlement agreement provides that payment of 50,000,000 Tokens to Zero Gravity Labs Inc. fully satisfies the principal and interest, leaving no further obligations under the note and no remaining derivative holdings from this instrument.
ZeroStack Corp. entered into a series of agreements tied to its Zero Gravity (0G) token holdings and a planned share exchange. Texas Blocker Corp., formed by ZeroStack’s CEO and CFO, received 142,232,948 0G Tokens from investors in return for 9,104,614 Texas Blocker common shares, valued at US$0.7549 per Token and US$11.7931 per Blocker Share.
ZeroStack then signed a Share Exchange Agreement to issue 9,104,614 ZeroStack common shares and/or pre-funded warrants in exchange for all outstanding Texas Blocker shares, after required shareholder approvals. On closing, Texas Blocker will become a wholly owned subsidiary and ZeroStack expects to be treated as a U.S. domestic corporation for federal tax purposes under Section 7874(b).
Separately, ZeroStack agreed to settle a prior token-denominated convertible note by delivering 50,000,000 Tokens to Zero Gravity Labs Inc., fully satisfying principal and interest and providing mutual releases. The ZeroStack securities are being issued in an exempt, unregistered private offering framework.
ZeroStack Corp. entered into a series of agreements tied to its Zero Gravity (0G) token holdings and a planned share exchange. Texas Blocker Corp., formed by ZeroStack’s CEO and CFO, received 142,232,948 0G Tokens from investors in return for 9,104,614 Texas Blocker common shares, valued at US$0.7549 per Token and US$11.7931 per Blocker Share.
ZeroStack then signed a Share Exchange Agreement to issue 9,104,614 ZeroStack common shares and/or pre-funded warrants in exchange for all outstanding Texas Blocker shares, after required shareholder approvals. On closing, Texas Blocker will become a wholly owned subsidiary and ZeroStack expects to be treated as a U.S. domestic corporation for federal tax purposes under Section 7874(b).
Separately, ZeroStack agreed to settle a prior token-denominated convertible note by delivering 50,000,000 Tokens to Zero Gravity Labs Inc., fully satisfying principal and interest and providing mutual releases. The ZeroStack securities are being issued in an exempt, unregistered private offering framework.