ZeroStack Corp. filed a Form 8-K on November 9, 2026, disclosing that the company entered into a Share Purchase and Transfer Agreement on November 3, 2026, to sell its wholly owned subsidiary Phatebo GmbH to New Horizon Pharma B.V. for an aggregate purchase price of €2,150,000.

Key Highlights

  • Agreement signed November 3, 2026: ZeroStack Corp. entered into a Share Purchase and Transfer Agreement with New Horizon Pharma B.V. and Phatebo GmbH.
  • Purchase price of €2,150,000: The aggregate consideration for all issued and outstanding shares of Phatebo GmbH is €2,150,000, according to the filing.
  • 100% ownership being sold: The company disclosed it currently owns 100% of the outstanding shares of Phatebo GmbH.
  • Closing condition - German FDI clearance: The transaction is subject to receipt of applicable foreign direct investment clearance in Germany, as well as other closing conditions.
  • Emerging growth company: ZeroStack Corp. is designated as an emerging growth company under applicable SEC definitions, as indicated on the filing's cover page.

ZeroStack Corp. Agrees to Divest Phatebo GmbH to New Horizon Pharma B.V.

According to the filing, ZeroStack Corp. (NASDAQ:ZSTK) entered into a Share Purchase and Transfer Agreement on November 3, 2026, with New Horizon Pharma B.V. as purchaser and Phatebo GmbH as the subject entity. Under the terms of the agreement, the company agreed to sell to the purchaser all of the issued and outstanding shares of Phatebo GmbH for an aggregate purchase price of €2,150,000. The company disclosed that it currently owns 100% of the outstanding shares of Phatebo GmbH.

The filing states that closing of the transaction is subject to receipt of applicable foreign direct investment clearance in Germany and the satisfaction of other closing conditions set forth in the Purchase Agreement. The company also disclosed that the Purchase Agreement "contains customary representations, warranties and covenants of the parties for a transaction of this type." The full text of the Share Purchase and Transfer Agreement was attached to the filing as Exhibit 10.1.

The filing was signed on November 9, 2026, by Dany Vaiman, Chief Financial Officer of ZeroStack Corp. The company noted that statements relating to the Purchase Agreement, the transaction, and the receipt of applicable foreign direct investment clearance in Germany are forward-looking statements, 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." ZeroStack Corp. is incorporated in Texas and maintains its principal executive offices at 2626 Cole Ave, Suite 300, Dallas, Texas 75204.

What Was Disclosed

ZeroStack Corp. disclosed entry into a Share Purchase and Transfer Agreement dated November 3, 2026, to sell 100% of Phatebo GmbH to New Horizon Pharma B.V. for €2,150,000, subject to German foreign direct investment clearance and other closing conditions.