The Orders are expected to be fulfilled through the Company's wholly owned German subsidiary, Phatebo GmbH ("Phatebo"). Phatebo has operated as a pharmaceutical distributor in Europe for more than then years and serves as the Company's primary operating subsidiary. In connection with ZeroStack's long-term strategy, Phatebo continues to evaluate the implementation of artificial intelligence ("AI")-enabled technologies designed to improve operational efficiency, reduce execution risk and optimize supply chain management. As the Company's largest operating business segment, Phatebo provides recurring commercial activity while allowing ZeroStack to continue diversifying its broader investment strategy across AI and digital assets.

Through Phatebo's established logistics network, regulatory expertise and longstanding relationships across the European healthcare market, ZeroStack is well positioned to execute pharmaceutical distribution mandates throughout Germany.

"These initial Orders represent another meaningful milestone for Phatebo and demonstrate the confidence that pharmaceutical companies continue to place in our distribution platform," said Daniel Reis-Faria, Chief Executive Officer of ZeroStack Corp. "We believe these initial Orders have the potential to establish long-term commercial relationships. If successfully executed, they could represent a significant opportunity to generate meaningful revenue and profitability for our shareholders in a non-dilutive manner."

The Orders further reinforce Phatebo's growing position within the European pharmaceutical supply chain and highlight the Company's ability to establish commercial relationships with established healthcare organizations. Management intends to continue leveraging Phatebo's infrastructure, regulatory capabilities and commercial relationships to pursue additional pharmaceutical distribution opportunities across Europe.

In order to fulfill the Orders, the Company must secure financing necessary to purchase the required inventory. Management is actively negotiating inventory financing facilities with specialty lending institutions; however, 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.

If the Company is able to fulfill the Orders, the Company believes these Orders may establish the foundation for a broader commercial relationship with the counterparties.