CleanCore Solutions Files 8-K: Material Agreement & Equity Sales

TL;DR

CleanCore inked a big deal and sold some stock, filing the paperwork today.

AI Summary

CleanCore Solutions, Inc. announced on August 26, 2025, that it entered into a material definitive agreement. The company also reported on unregistered sales of equity securities and filed financial statements and exhibits as part of this 8-K filing on September 2, 2025.

Why It Matters

This filing indicates significant corporate activity, including a new material agreement and potential equity transactions, which could impact the company's financial structure and future operations.

Risk Assessment

Risk Level: medium — The filing mentions unregistered sales of equity securities, which can sometimes indicate dilution or financing activities that warrant closer examination.

Key Players & Entities

• CleanCore Solutions, Inc. (company) — Registrant
• August 26, 2025 (date) — Date of earliest event reported
• September 2, 2025 (date) — Date of report

FAQ

Key Financial Figures

• $0.0001 — tered Class B Common Stock, par value $0.0001 per share ZONE NYSE American LLC
• $1,150,000,000 — ts, up to a maximum aggregate amount of $1,150,000,000 of shares of the Company's class B comm
• $50,000 — onable fees and expenses, not to exceed $50,000 (including but not limited to the reaso
• $5,000 — rterly basis in an amount not to exceed $5,000 per quarter (and no more than $20,000 p
• $20,000 — ed $5,000 per quarter (and no more than $20,000 per fiscal year). The Sales Agreement
• $800,000 — missory Note in the principal amount of $800,000 to Sanzonate Europe Ltd. (the " Sanzona
• $818,533 — der the Sanzonate Note in the amount of $818,533 was cancelled and exchanged for 415,584
• $350,000 — missory Note in the principal amount of $350,000 to Larry Little and on June 30, 2025, t
• $520,000 — missory Note in the principal amount of $520,000 to Larry Little (together, the " Little
• $888,525 — under the Little Notes in the amount of $888,525 was cancelled and exchanged for 212,195
• $500,000 — missory Note in the principal amount of $500,000 to John H. Nelson (the " Nelson Note ")
• $509,500 — under the Nelson Note in the amount of $509,500 was cancelled and exchanged for 243,902
• $3,196,880.39 — missory Note in the principal amount of $3,196,880.39 to Burlington Capital, LLC (the " Burli
• $1,784,421 — er the Burlington Note in the amount of $1,784,421 was cancelled and exchanged for 1,000,0
• $416,903.50 — with Bevilacqua PLLC, pursuant to which $416,903.50 of fees owed to it for legal services r

Filing Documents

• ea0255456-8k_cleancore.htm (8-K) — 38KB
• ea025545601ex1-1_cleancore.htm (EX-1.1) — 241KB
• ea025545601ex5-1_cleancore.htm (EX-5.1) — 19KB
• ex5-1_001.jpg (GRAPHIC) — 5KB
• ex5-1_002.jpg (GRAPHIC) — 2KB
• 0001213900-25-082880.txt ( ) — 540KB
• zone-20250826.xsd (EX-101.SCH) — 3KB
• zone-20250826_lab.xml (EX-101.LAB) — 33KB
• zone-20250826_pre.xml (EX-101.PRE) — 22KB
• ea0255456-8k_cleancore_htm.xml (XML) — 4KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. On August 29, 2025, CleanCore Solutions, Inc., a Nevada corporation (the " Company "), entered into an amended and restated sales agreement (the " Sales Agreement ") with Maxim Group LLC and Curvature Securities LLC (the " Sales Agents "), which amends and restates that certain sales agreement, dated June 20, 2025, between the Company and Curvature Securities LLC in its entirety. Pursuant to the terms of the Sales Agreement, the amended and restated prospectus supplement filed with the U.S. Securities and Exchange Commission (the " SEC ") on August 29, 2025 and the accompanying base prospectus, filed on June 4, 2025, and the prospectus supplement filed with the SEC on August 29, 2025 and the accompanying base prospectus, filed on August 29, 2025, the Company may, from time to time, in transactions that are deemed to be "at the market offerings" as defined in Rule 415 under the Securities Act of 1933, as amended (the " Securities Act "), issue and sell through or to the Sales Agents, up to a maximum aggregate amount of $1,150,000,000 of shares of the Company's class B common stock, $0.0001 par value per share (the " ATM Shares "). The issuance and sale of the ATM Shares to or through the Sales Agents from time to time will be effected pursuant to the Company's effective shelf registration statement on Form S-3 (File No. 333-287241), which was declared effective by the SEC on June 4, 2025, and the Company's effective shelf registration statement on Form S-3 (File No. 333-289867), which was declared effective by the SEC on August 29, 2025 (together, the " Registration Statements "), and the related prospectus supplements and accompanying base prospectuses relating to the offering of the ATM Shares. Pursuant to the Sales Agreement, the Company may issue and sell the ATM Shares from time to time through or to the Sales Agents, acting as sales agent or principal, subject to the terms and conditions of the Sales Agr

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities. As previously disclosed, on April 15, 2025, the Company issued a 10% Subordinated Promissory Note in the principal amount of $800,000 to Sanzonate Europe Ltd. (the " Sanzonate Note "). On August 26, 2025, the Company entered into a Conversion Agreement with Sanzonate Europe Ltd., pursuant to which all outstanding principal and interest due under the Sanzonate Note in the amount of $818,533 was cancelled and exchanged for 415,584 shares of the Company's class B common stock. As previously disclosed, on April 16, 2025, the Company issued a 12% Unsecured Promissory Note in the principal amount of $350,000 to Larry Little and on June 30, 2025, the Company issued an Original Issue Discount Promissory Note in the principal amount of $520,000 to Larry Little (together, the " Little Notes "). On August 26, 2025, the Company entered into a Conversion Agreement with Larry Little, pursuant to which all outstanding principal and interest due under the Little Notes in the amount of $888,525 was cancelled and exchanged for 212,195 shares of the Company's class B common stock. As previously disclosed, on June 6, 2025, the Company issued a 12% Unsecured Promissory Note in the principal amount of $500,000 to John H. Nelson (the " Nelson Note "). On August 26, 2025, the Company entered into a Conversion Agreement with John H. Nelson, pursuant to which all outstanding principal and interest due under the Nelson Note in the amount of $509,500 was cancelled and exchanged for 243,902 shares of the Company's class B common stock. As previously disclosed, on May 31, 2024, the Company issued an Amended and Restated Promissory Note in the principal amount of $3,196,880.39 to Burlington Capital, LLC (the " Burlington Note "). On August 27, 2025, the Company entered into a Conversion Agreement with Burlington Capital, LLC, pursuant to which all outstanding principal and interest due under the Burlington Note in the amount of $1,784,421 wa

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description of Exhibit 1.1 Amended and Restated Sales Agreement, dated as of August 29, 2025, CleanCore Solutions, Inc., Maxim Group LLC and Curvature Securities LLC 5.1 Opinion of Fennemore Craig, P.C. 23.1 Consent of Fennemore Craig, P.C. (included in Exhibit 5.1) 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 2

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: September 2, 2025 CLEANCORE SOLUTIONS, INC. /s/ Clayton Adams Name: Clayton Adams Title: Chief Executive Officer 3

View Full Filing

View this 8-K filing on SEC EDGAR