ZeroStack Announces Results of 2026 Annual and Special Meeting of Shareholders, Provides Phatebo Purchase Orders Update and Announces Closing of Previously Announced Cryptocurrency Financing

Dallas, Texas--(Newsfile Corp. - July 20, 2026) - ZeroStack Corp. (NASDAQ:ZSTK) ("ZeroStack" or the "Company"), the first Nasdaq-listed, AI-focused asset management company, held its 2026 Annual and Special Meeting of Shareholders (the "Meeting"). The final voting results of the proposals submitted to a vote of the Company's shareholders at the Meeting are as follows:

Proposal 1: Election of five directors to the board of directors of the Company (the "Board") to hold office until the Company's 2027 Annual Meeting of Shareholders or until their respective successors are duly elected and qualified. If Proposal 7 is approved, the Board will be staggered as described in the proxy statement/prospectus for the Meeting (the "Proxy Statement/Prospectus").

Proposal 2: Reappointment of Davidson & Company LLP, an independent registered public accounting firm, as auditors of the Company for the fiscal year ending December 31, 2025 and authorization of the Board to fix their renumeration.

Proposal 3: To approve, for purposes of complying with Nasdaq Listing Rules 5635(a), 5635(c) and 5635(d), of the issuance of 9,104,614 common shares of the Company (the "Common Shares") to be exchanged for 9,104,614 shares of Texas Blocker Corp. in the Company's private placement transactions entered into by the Company with certain investors, pursuant to the share exchange agreement dated March 31, 2026.

Proposal 4: To approve an amendment to the Company's 2022 Incentive Compensation Plan, as amended on June 6, 2023, August 14, 2024, June 30, 2025 and December 19, 2025 (the "2022 Plan"), to (i) increase the number of Common Shares issuable thereunder from 1,506,892 to 3,006,892, (ii) increase the number of Incentive Stock Options (as defined in the 2022 Plan) issuable thereunder from 847,843 to 1,695,686 and (iii) update all mentions of "Flora Growth Corp." to "ZeroStack Corp."

Proposal 5: To approve the grant of stock options to the Company's Chief Executive Officer, Chief Financial Officer and Executive Chairman.

Proposal 6: To give the Board the authority, at its discretion, to change the jurisdiction of incorporation of the Company from the Province of Ontario to the State of Texas.

Proposal 7: To approve, the ratification of an amendment to the bylaws of the Company to divide the directors of the Board into three classes, each serving staggered terms of one to three years, as described in the Proxy Statement/Prospectus.

Proposal 8: To approve one or more adjournments or postponements of the Meeting by the Company from time to time to permit further solicitation of proxies, if necessary or appropriate, if sufficient votes are not represented at the Meeting to approve one or more of Proposals Nos. 1-7 at the time of such adjournment or postponement or if otherwise determined by the chairperson of the Meeting to be necessary or appropriate.

Based on the foregoing votes, Proposals 1, 2, 3, 4, 5, 6, 7 and 8 were approved. No other proposals were submitted for shareholder approval at the Meeting.

Since Proposal 7 was approved and the shareholders ratified the amendment to the Bylaws to provide for a staggered Board, set forth below is information regarding the director classes to which the foregoing nominees were elected.

Phatebo Purchase Orders Update:

On July 9, 2026, the Company announced that its wholly owned subsidiary, Phatebo GmbH, had secured two purchase orders for up to approximately US$14.7 million (EUR 12.9 million) from two pharmaceutical companies (the "Orders"). In order to fulfill the Orders, the Company must secure financing necessary to purchase the required inventory. The Company clarifies that it is exploring exclusively non-dilutive forms of financing opportunities on accretive terms to the Company and the Company will not issue any additional equity securities in obtaining the financing necessary to fulfill the Orders.

There can be no assurance that such financing will be obtained on commercially acceptable terms, in sufficient amounts, on a timely basis, or at all. Failure to obtain adequate financing could delay, reduce or prevent fulfillment of some or all of the Orders.

Closing of Previously Announce Cryptocurrency Financing:

The Company also announced today the closing of the private cryptocurrency financing transaction it previously announced on March 31, 2026 (the "Financing") following shareholder approval obtained at the Meeting.

Investors in the Financing contributed an aggregate of 142,232,948 native tokens of the Zero Gravity (0G) blockchain (the "0G Tokens") to Texas Blocker Corp., a Texas corporation formed by ZeroStack to facilitate the Financing ("Texas Blocker"), in exchange for an aggregate of 9,104,614 shares of common stock of Texas Blocker, which were exchanged on a one-for-one basis for Common Shares of the Company.

Concurrent with the closing of the Financing, Texas Blocker became a wholly-owned subsidiary of ZeroStack and ZeroStack acquired the 142,232,948 0G Tokens held by Texas Blocker.

About ZeroStack Corp:

ZeroStack Corp. is the first Nasdaq-listed asset management company focused on providing exposure to decentralized AI. The Company also operates a global pharmaceutical distribution business through its wholly owned subsidiary, Phatebo GmbH. For more information, visit https://zerostack.ai/

Cautionary Statement Concerning Forward-Looking Statements

This press release may contain "forward-looking statements," as defined by U.S. federal securities laws. Forward-looking statements reflect ZeroStack's current expectations and projections about future events at the time, and thus involve uncertainty and risk. The words "believe," "expect," "anticipate," "will," "could," "would," "should," "may," "plan," "estimate," "intend," "predict," "potential," "continue," and the negatives of these words and other similar expressions generally identify forward-looking statements. These forward-looking statements include, but are not limited to, express or implied statements regarding: the expected fulfillment of the Orders; the Company's ability to obtain inventory financing; the Company's business plans, strategy, financial position and expectations; expectations for the 0G Token and AI.

Forward-looking statements are based on current expectations and assumptions that involve significant risks and uncertainties. Actual results may differ materially due to numerous factors, including, without limitation: the Company's inability to obtain financing necessary to purchase inventory for the Orders; the inability to satisfy customer requirements; cancellation, reduction or postponement of existing or anticipated orders; changes in customer demand; supplier pricing or product availability; logistics disruptions; inflationary pressures; foreign exchange fluctuations; regulatory developments; competitive conditions; execution risks; business strategy risks and the other risks described under section entitled "Risk Factors" in ZeroStack's Annual Report on Form 10-K filed with the United States Securities and Exchange Commission (the "SEC") on February 27, 2026, as such factors may be updated from time to time in the Company's periodic filings with the SEC, including the Company's Quarterly Report on Form 10-Q filed with the SEC on May 4, 2026, which are accessible on the SEC's website at www.sec.gov/edgar. Accordingly, there are or will be important factors that could cause actual outcomes or results to differ materially from those indicated in these statements. These factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements that are included in this release and in ZeroStack's filings with the SEC.

While forward-looking statements reflect ZeroStack's good faith beliefs, they are not guarantees of future performance. ZeroStack disclaims any obligation to publicly update or revise any forward-looking statement to reflect changes in underlying assumptions or factors, new information, data or methods, future events or other changes after the date of this press release, except as required by applicable law. You should not place undue reliance on any forward-looking statements, which are based on information currently available to ZeroStack (or to third parties making the forward-looking statements).

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