ZeroStack Corp.

ZeroStack Corp. has dismissed its independent registered public accounting firm, Davidson & Company, LLP, effective November 5, 2026. The dismissal was approved by the audit committee. Davidson's reports for the past five fiscal years were without adverse opinions or disclaimers, and there were no disagreements on accounting matters. However, Davidson indicated a potential 'reportable event' due to incomplete interim review procedures. Subsequently, on November 6, 2026, L J Soldinger Associates were appointed to review the Q3 2026 financial statements and audit the FY 2026 financial statements.

ZeroStack Corp. reported a Q2 2026 net loss of $24.6 million and a six-month net loss of $61.3 million, leading to a "going concern" warning due to limited cash and a significant accumulated deficit. Total assets drastically decreased from $130.2 million at year-end 2025 to $25.2 million by June 30, 2026. Post-period, ZeroStack acquired Texas Blocker Corp. on July 20, 2026, adding 148 million 0G tokens to its treasury, bringing total holdings to approximately 223 million 0G tokens, as the company shifts focus to decentralized AI.

ZeroStack Corp. announced the closing of its private cryptocurrency financing transaction on July 20, 2026, following shareholder approval. As part of the transaction, ZeroStack acquired 142,232,948 native tokens of the Zero Gravity (0G) blockchain, and Texas Blocker Corp., a company formed to facilitate the financing, became a wholly-owned subsidiary. Investors contributed 0G Tokens to Texas Blocker in exchange for Texas Blocker shares, which were then exchanged for ZeroStack common shares. Zero Gravity Labs Inc., led by ZeroStack's Executive Chairman, was a significant investor, receiving 4,608,864 ZeroStack Common Shares.

ZeroStack Corp. shareholders approved an amendment to the 2022 Incentive Compensation Plan, significantly increasing common shares and incentive stock options available for issuance. They also approved the issuance of 9,104,614 common shares for the acquisition of Texas Blocker Corp. Additionally, shareholders ratified stock option grants for executives, a bylaws amendment for staggered board terms, and reappointed Davidson & Company LLP as auditors.

ZeroStack Corp. granted a total of 1,250,000 stock options to its CEO, CFO, and Executive Chairman on May 5, 2026. The options are exercisable at $5.10 per share and have a 10-year term. Vesting is tied to the company's common share volume weighted average price (VWAP), with 20% vesting at each of five VWAP thresholds ranging from $7.65 to $17.85. The grants are subject to shareholder approval at the upcoming annual and special meeting of shareholders to be held on or about July 13, 2026.

ZeroStack Corp. reported a net loss of $36.7 million for Q1 2026, a significant increase from $0.76 million in Q1 2025, primarily driven by a $60.7 million loss from changes in the fair value of digital assets. The company's total assets decreased by 65% to $45.19 million from $130.24 million at year-end 2025. ZeroStack is undergoing a strategic shift, focusing on AI infrastructure through investments in 0G Tokens and its global pharmaceutical distribution business, Phatebo GmbH, following the divestment of its cannabis-related businesses in Q3 2025. The company also plans an Exchange with Texas Blocker Corp. and a redomicile to Texas, subject to shareholder approvals. Management believes existing cash and staking rewards are sufficient for going concern for at least one year.