UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________________
FORM
CURRENT REPORT
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Item 1.01 Entry into a Material Definitive Agreement.
On November 3, 2026, ZeroStack Corp. (the "Company") entered into a Share Purchase and Transfer Agreement (the "Purchase Agreement") with New Horizon Pharma B.V. (the "Purchaser") and Phatebo GmbH ("Phatebo"), pursuant to which the Company agreed to sell to the Purchaser all of the issued and outstanding shares of Phatebo for an aggregate purchase price of €2,150,000 (the "Transaction"). The Company currently owns 100% of the outstanding shares of Phatebo.
The closing of the Transaction is subject to receipt of applicable foreign direct investment clearance in Germany and the satisfaction of the other closing conditions set forth in the Purchase Agreement. The Purchase Agreement contains customary representations, warranties and covenants of the parties for a transaction of this type.
The Purchase Agreement is attached to this Current Report on Form 8-K as Exhibit 10.1 and is incorporated herein by reference. The foregoing description of the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Purchase Agreement.
Forward-Looking Statements
Certain information contained in this Current Report on Form 8-K and in the exhibit hereto includes forward-looking statements. These forward-looking statements include statements relating to the Purchase Agreement, the Transaction, and the receipt of applicable foreign direct investment clearance in Germany and the satisfaction of the other closing conditions. These forward-looking statements speak only as of the date of this Current Report on Form 8-K, and the Company undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.
During the Company's two most recent fiscal years and the subsequent interim periods preceding their appointment as independent accountants, neither the Company nor anyone on its behalf consulted L J Soldinger regarding either (1) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered of the Company's consolidated financial statements, nor has L J Soldinger provided to the Company a written report or oral advice regarding such principles or audit opinion, or (2) any matter that was either the subject of a disagreement (as defined in paragraph (a)(1)(iv) of Item 304 of Regulation S-K and the related instructions thereto) or a reportable event (as described in paragraph (a)(1)(v) of Item 304 of Regulation S-K).
Item 9.01. Financial Statements and Exhibits.
| Exhibit | Description |
| 10.1 | Share Purchase and Transfer Agreement, dated November 3, 2026, by and among ZeroStack Corp., New Horizon Pharma B.V. and Phatebo GmbH |
| 104 | Cover Page Interactive Data File (embedded within Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| ZEROSTACK CORP. | ||
| Date: November 9, 2026 | By: | /s/ Dany Vaiman |
| Name: | Dany Vaiman | |
| Title: | Chief Financial Officer | |