CleanCore Solutions Files 8-K on Material Agreement

TL;DR

CleanCore Solutions inked a material deal and took on debt, filing an 8-K on Jan 31.

AI Summary

On January 31, 2025, CleanCore Solutions, Inc. filed an 8-K report detailing a material definitive agreement and a direct financial obligation. The filing occurred on January 31, 2025, with the earliest event reported on January 27, 2025. The company is incorporated in Nevada and its principal executive offices are located in Omaha, NE.

Why It Matters

This filing indicates CleanCore Solutions has entered into a significant agreement and incurred a financial obligation, which could impact its financial standing and future operations.

Risk Assessment

Risk Level: medium — The filing of an 8-K for a material definitive agreement and financial obligation suggests potential changes or commitments that could carry financial risk.

Key Numbers

• 001-42033 — SEC File Number (Identifies the company's filing history with the SEC.)
• 88-4042082 — IRS Employer Identification No. (Company's tax identification number.)

Key Players & Entities

• CleanCore Solutions, Inc. (company) — Registrant
• January 31, 2025 (date) — Filing Date
• January 27, 2025 (date) — Earliest Event Reported Date
• Nevada (jurisdiction) — State of Incorporation
• Omaha, NE (location) — Principal Executive Offices

FAQ

Key Financial Figures

• $0.0001 — tered Class B Common Stock, par value $0.0001 per share ZONE NYSE American LLC
• $415,241.25 — missory note in the principal amount of $415,241.25 to Clayton Adams, the Company's Chief E
• $125,000 — Agreement, Mr. Adams sold and assigned $125,000 of the OID Note to Mr. Buchanan for a p
• $100,000 — to Mr. Buchanan for a purchase price of $100,000. Following such assignment, the Company
• $290,241.25 — missory note in the principal amount of $290,241.25 to Mr. Adams (collectively, the " New O

Filing Documents

• ea0229441-8k_cleancore.htm (8-K) — 29KB
• ea022944101ex10-2_cleancore.htm (EX-10.2) — 29KB
• ea022944101ex10-3_cleancore.htm (EX-10.3) — 76KB
• ea022944101ex10-4_cleancore.htm (EX-10.4) — 76KB
• 0001213900-25-008834.txt ( ) — 414KB
• zone-20250127.xsd (EX-101.SCH) — 3KB
• zone-20250127_lab.xml (EX-101.LAB) — 33KB
• zone-20250127_pre.xml (EX-101.PRE) — 22KB
• ea0229441-8k_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 December 24, 2024, CleanCore Solutions Inc. (the " Company ") issued a 20% original issue discount promissory note in the principal amount of $415,241.25 to Clayton Adams, the Company's Chief Executive Officer (the " OID Note "). On January 27, 2025, Mr. Adams entered into a note sale assignment and cancellation agreement (the " Assignment Agreement ") with Travis Buchanan, the Company's President. Pursuant to the Assignment Agreement, Mr. Adams sold and assigned $125,000 of the OID Note to Mr. Buchanan for a purchase price of $100,000. Following such assignment, the Company issued a 20% original issue discount promissory note in the principal amount of $125,000 to Mr. Buchanan and a 20% original issue discount promissory note in the principal amount of $290,241.25 to Mr. Adams (collectively, the " New OID Notes "). The New OID Notes are due and payable on June 30, 2025 and accrue interest at a rate of 8% per annum; provided that upon an event of default (as defined in the New OID Notes), such interest rate shall increase to 15% per annum. The New OID Notes may be prepaid at any time without premium or penalty, are unsecured, and contain customary events of default for loans of this type. The foregoing summary of the terms and conditions of the Assignment Agreement and the OID Notes does not purport to be complete and is qualified in its entirety by reference to the full text of those documents attached hereto as exhibits, which are incorporated herein by reference.

03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information set forth under Item 1.01 is incorporated by reference into this Item 2.03.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description of Exhibit 10.1 20% Original Issue Discount Promissory Note issued by CleanCore Solutions, Inc. to Clayton Adams on December 24, 2024 (incorporated by reference to Exhibit 10.5 to the Current Report on Form 8-K filed on December 31, 2024) 10.2 Note Sale Assignment and Cancellation Agreement, dated January 27, 2025, among Clayton Adams, Travis Buchanan and CleanCore Solutions, Inc. 10.3 20% Original Issue Discount Promissory Note issued by CleanCore Solutions, Inc. to Clayton Adams on January 27, 2025 10.4 20% Original Issue Discount Promissory Note issued by CleanCore Solutions, Inc. to Travis Buchanan on January 27, 2025 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: January 31, 2025 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