ZeroStack Corp.

false 2026-08-21 0001790169 ZeroStack Corp. 0001790169 2026-08-21 2026-08-21 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ___________________________ FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 21, 2026 ZEROSTACK CORP. (Exact name of registrant as specified in its charter) Texas 001-40397 98-1956033 (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 2626 Cole Ave, Suite 300 Dallas , Texas , United States 75204 (Address of principal executive offices) (ZIP Code) Registrant’s telephone number, including area code: ( 956 ) 923-4188 Not Applicable (Former name or former address, if changed since last report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbols Name of each exchange on which registered Common Stock, $0.0001 par value ZSTK NASDAQ Capital Market Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b -2 of this chapter). Emerging growth company ☑ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ EXPLANATORY NOTE As previously reported in a Current Report on Form 8-K dated August 19, 2026 , ZeroStack Corp., a Texas corporation (the "Company" or "ZeroStack" or "we" or "us" or "our"), completed the acquisition of 925,925,926 MemeCore (M) tokens ("MemeCore Tokens" or "MemeCore") on August 19, 2026 (the "August 2026 Private Placement") pursuant to a Securities Purchase Agreement dated August 19, 2026 by and between the Company and certain investors. Item 8.01. Other Events. The disclosure contained in this Item 8.01 was previously included in the Registration Statement on Form S-3 (File No. 333-298482 ) of the Company filed on August 21, 2026 (the "Form S-3 Registration Statement"). This disclosure is intended to supplement rather than replace the Company's previous Securities Exchange Act of 1934, as amended (the "Exchange Act") disclosures, except to the extent explicitly amended by this Form 8-K. Accordingly, the disclosure in this Item 8.01 should be read in conjunction with the Company's previous disclosure, including the disclosure contained in the Company's Annual Report on Form 10-K for the year ended December 31, 2025, and the Company's quarterly reports for the quarters ended March 31, 2026 and June 30, 2026. CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS This Current Report on Form 8-K contains "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995 and other U.S. Federal securities laws. These forward-looking statements may include projections and estimates concerning our possible or assumed future results of operations, financial condition, business strategies and plans, market opportunity, competitive position, industry environment, and potential growth opportunities. In some cases, you can identify forward- looking statements by terms such as "may", "will", "should", "believe", "expect", "could", "intend", "plan", "anticipate", "estimate", "continue", "predict", "project", "potential", "target," "goal" or other words that convey the uncertainty of future events or outcomes. You can also identify forward-looking statements by discussions of strategy, plans or intentions. We have based these forward-looking statements on our current expectations and assumptions about future events. While our management considers these expectations and assumptions to be reasonable, because forward-looking statements relate to matters that have not yet occurred, they are inherently subject to significant business, competitive, economic, regulatory and other risks, contingencies and uncertainties, most of which are difficult to predict and many of which are beyond our control. These and other important factors, including, among others, those discussed under the heading "Risk Factors" below and "Item 1A. Risk Factors" in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 filed with the United States Securities and Exchange Commission ("SEC") on February 27, 2026 (the "2025 Annual Report"), may cause our actual results, performance or achievements to differ materially from any future results, performance or achievements expressed or implied by the forward-looking statements in this Current Report on Form 8-K. Some of the factors that could cause actual results to differ materially from those expressed or implied by the forward-looking statements include: our limited operating history and net losses; fluctuations in the market price of $0G, the native token of the 0G Chain, a layer-1 blockchain designed to enable users to deploy and operate decentralized artificial intelligence ("AI") applications and data ("0G Tokens" , each a "0G Token" or "0G" ), MemeCore Tokens or any other digital assets we might hold; the possibility that any one of the 0G Tokens, MemeCore Tokens and any other assets we might hold (collectively, the "Cryptocurrencies") may be classified as a "security"; decrease in liquidity of 0G Tokens, MemeCore Tokens or any other digital assets we might hold; our ability to continue as a going concern absent access to sources of liquidity; damage to our reputation as a result of negative publicity; exposure to product liability claims, actions and litigation; risks associated with product recalls; our ability to successfully integrate businesses that we acquire; our ability to achieve economies of scale; our ability to fund overhead expenses, including costs associated with being a publicly-listed company; maintenance of effective quality control systems; risks associated with expansion into new jurisdictions; regulatory compliance risks; potential delisting resulting in reduced liquidity of our shares of common stock (the "Common Stock"); risks associated with cybersecurity and the protection of confidential information; the possibility that we are deemed to be an investment company under the Investment Company Act of 1940, as amended (the "Investment Company Act"), and become subject to applicable restrictions that make it impractical for us to continue segments of our business as currently contemplated; risks associated with our use of AI; competition from the emergence or growth of other digital assets accelerated by advancements in AI and blockchain technology; the reliance of our AI technology on the use of third-party data; the negative impact on the value the Cryptocurrencies caused by disruptions in the Cryptocurrencies' networks; risks related to the custody of the Cryptocurrencies, including the loss or destruction of private keys required to access our Cryptocurrencies and cyberattacks or other data loss relating to our Cryptocurrencies; the possibility that we may not realize the anticipated compounding value of common ownership of 0G and MemeCore; and the other risks described under the heading "Risk Factors" below and Part I, Item 1A, "Risk Factors" included in the 2025 Annual Report, as well as described from