CleanCore Solutions Enters Material Definitive Agreement

TL;DR

CleanCore Solutions just signed a big deal, creating a new financial obligation.

AI Summary

CleanCore Solutions, Inc. entered into a material definitive agreement on December 24, 2024. This agreement creates a direct financial obligation for the registrant. The filing was made on December 31, 2024.

Why It Matters

This filing indicates a significant new financial commitment or obligation for CleanCore Solutions, Inc., which could impact its financial standing and future operations.

Risk Assessment

Risk Level: medium — The creation of a new financial obligation can introduce financial risk if not managed effectively.

Key Players & Entities

• CleanCore Solutions, Inc. (company) — Registrant
• December 24, 2024 (date) — Date of earliest event reported
• December 31, 2024 (date) — Date of report
• 001-42033 (company) — SEC File Number
• 88-4042082 (company) — IRS Employer Identification No.

FAQ

Key Financial Figures

• $0.0001 — tered Class B Common Stock, par value $0.0001 per share ZONE NYSE American LLC
• $633,840 — missory note in the principal amount of $633,840 (the " Walker Water Note ") to Walker W
• $316,920 — missory note in the principal amount of $316,920 to Gary Hollst (the " Hollst Note ") an
• $332,633.95 — missory note in the principal amount of $332,633.95 to Gary Rohwer (the " Rohwer Note ") (t
• $15,713.95 — ipal amount of the Rohwer Note includes $15,713.95 in interest accrued from May 31, 2024 t
• $415,241.25 — missory note in the principal amount of $415,241.25 (the " OID Note ") to Clayton Adams, th

Filing Documents

• ea0226323-8k_cleancore.htm (8-K) — 32KB
• ea022632301ex10-2_cleancore.htm (EX-10.2) — 21KB
• ea022632301ex10-3_cleancore.htm (EX-10.3) — 19KB
• ea022632301ex10-4_cleancore.htm (EX-10.4) — 19KB
• ea022632301ex10-5_cleancore.htm (EX-10.5) — 64KB
• 0001213900-24-113646.txt ( ) — 356KB
• wwwzone-20241230.xsd (EX-101.SCH) — 3KB
• wwwzone-20241230_lab.xml (EX-101.LAB) — 33KB
• wwwzone-20241230_pre.xml (EX-101.PRE) — 22KB
• ea0226323-8k_cleancore_htm.xml (XML) — 4KB

01 Notice of Entry into a Material Definitive Agreement

Item 1.01 Notice of Entry into a Material Definitive Agreement. As previously disclosed, on May 31, 2024, CleanCore Solutions, Inc. (the " Company ") issued a promissory note in the principal amount of $633,840 (the " Walker Water Note ") to Walker Water, LLC (" Walker Water "). On December 24, 2024, the Company entered into a note assignment and cancellation agreement (the " Assignment Agreement ") with Walker Water, Gary Hollst, the Company's Chief Revenue Officer, and Gary Rohwer, a third party, pursuant to which Walker Water assigned half of its right, title and interest in and to the Walker Water Note to Garry Hollst and the remaining half to Gary Rohwer. Accordingly, the Walker Water Note was cancelled and the Company issued a promissory note in the principal amount of $316,920 to Gary Hollst (the " Hollst Note ") and a promissory note in the principal amount of $332,633.95 to Gary Rohwer (the " Rohwer Note ") (the principal amount of the Rohwer Note includes $15,713.95 in interest accrued from May 31, 2024 to December 31, 2024). The Hollst Note is due and payable on May 31, 2025 and does not accrue interest; provided that upon an event of default (as defined in the Hollst Note), interest shall accrue at a rate of 10% per annum. The Hollst Note may be prepaid at any time with without premium or penalty, is unsecured, and contains customary events of default for a loan of this type. The Rohwer Note is due and payable on December 31, 2024 and does not accrue interest; provided that upon an event of default (as defined in the Rohwer Note), interest shall accrue at a rate of 10% per annum. The Rohwer Note may be prepaid at any time without premium or penalty, is unsecured, and contains customary events of default for a loan of this type. On December 24, 2024, the Company also issued a 20% original issue discount promissory note in the principal amount of $415,241.25 (the " OID Note ") to Clayton Adams, the Company's Chief Executive Officer. The OID Note is du

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description of Exhibit 10.1 Promissory Note issued by CleanCore Solutions, Inc. to Walker Water, LLC on May 31, 2024 (incorporated by reference to Exhibit 10.5 to the Current Report on Form 8-K filed on June 6, 2024) 10.2 Note Cancellation and Assignment Agreement, dated December 24, 2024, among Walker Water, LLC, CleanCore Solutions, Inc., Garry Hollst and Gary Rohwer 10.3 Promissory Note issued by CleanCore Solutions, Inc. to Garry Hollst on December 24, 2024 10.4 Promissory Note issued by CleanCore Solutions, Inc. to Garry Rohwer on December 24, 2024 10.5 20% Original Issue Discount Promissory Note issued by CleanCore Solutions, Inc. to Clayton Adams on December 24, 2024 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 1

SIGNATURES

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 hereunto duly authorized. Date: December 31, 2024 CLEANCORE SOLUTIONS, INC. /s/ Clayton Adams Name: Clayton Adams Title: Chief Executive Officer 2

View Full Filing

View this 8-K filing on SEC EDGAR