CleanCore Solutions Reports Material Agreement, Officer Changes

TL;DR

CleanCore inked a big deal, swapped some execs, and sold stock. Big changes afoot.

AI Summary

CleanCore Solutions, Inc. announced on August 29, 2025, that it entered into a material definitive agreement. The company also reported on unregistered sales of equity securities and changes in its board and officer composition, including director departures and elections, and the appointment of new officers. Additionally, the filing covers other events and financial statements/exhibits.

Why It Matters

This 8-K filing indicates significant corporate actions, including a new material agreement and changes in leadership, which could impact the company's strategic direction and operational stability.

Risk Assessment

Risk Level: medium — The filing details a material definitive agreement, unregistered equity sales, and significant changes in directors and officers, which can introduce uncertainty and potential risks.

Key Players & Entities

• CleanCore Solutions, Inc. (company) — Registrant
• August 29, 2025 (date) — Date of earliest event reported
• September 5, 2025 (date) — Date of Report
• Nevada (jurisdiction) — State of incorporation
• 001-42033 (company_id) — SEC File Number
• 88-4042082 (ein) — 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
• $148,650,530 — ants ") for aggregate gross proceeds of $148,650,530 (the " Cash Offering "). In the Cash Of
• $26,349,890 — ants ") for aggregate gross proceeds of $26,349,890 (the " Cryptocurrency Offering ," and t
• $123,687,255 — received net proceeds of approximately $123,687,255, of which up to $1,100,000 will be used
• $1,100,000 — roximately $123,687,255, of which up to $1,100,000 will be used to pay off outstanding ind
• $4,400,000 — to pay off outstanding indebtedness and $4,400,000 will be used for working capital and ge
• $1,000 — securities, an amount in cash equal to $1,000 per day of a Public Information Failure
• $1.33 — nt is effective at an exercise price of $1.33 (subject to standard adjustments for st
• $1,000,000,000 — ggregate on amounts up to and including $1,000,000,000 in Account value, with 1.75% paid to th
• $1,500,000,000 — bove $1,000,000,000 up to and including $1,500,000,000 in Account value, with 1.5% paid to the
• $1.00 — B common stock at an exercise price of $1.00 (subject to standard adjustments for st
• $500,000 — the Legacy Business will have at least $500,000 in unrestricted cash and cash equivalen

Filing Documents

• ea0255944-8k_clean.htm (8-K) — 183KB
• ea025594401ex4-1_clean.htm (EX-4.1) — 103KB
• ea025594401ex4-2_clean.htm (EX-4.2) — 100KB
• ea025594401ex4-3_clean.htm (EX-4.3) — 101KB
• ea025594401ex4-4_clean.htm (EX-4.4) — 92KB
• ea025594401ex4-5_clean.htm (EX-4.5) — 92KB
• ea025594401ex10-1_clean.htm (EX-10.1) — 270KB
• ea025594401ex10-2_clean.htm (EX-10.2) — 276KB
• ea025594401ex10-3_clean.htm (EX-10.3) — 65KB
• ea025594401ex10-4_clean.htm (EX-10.4) — 141KB
• ea025594401ex10-5_clean.htm (EX-10.5) — 119KB
• ea025594401ex10-6_clean.htm (EX-10.6) — 45KB
• ea025594401ex10-7_clean.htm (EX-10.7) — 74KB
• ea025594401ex10-8_clean.htm (EX-10.8) — 29KB
• ea025594401ex10-9_clean.htm (EX-10.9) — 31KB
• ea025594401ex10-10_clean.htm (EX-10.10) — 57KB
• ea025594401ex10-11_clean.htm (EX-10.11) — 55KB
• ea025594401ex10-12_clean.htm (EX-10.12) — 49KB
• ea025594401ex10-13_clean.htm (EX-10.13) — 55KB
• ea025594401ex10-14_clean.htm (EX-10.14) — 71KB
• 0001213900-25-085107.txt ( ) — 2689KB
• zone-20250829.xsd (EX-101.SCH) — 3KB
• zone-20250829_lab.xml (EX-101.LAB) — 33KB
• zone-20250829_pre.xml (EX-101.PRE) — 22KB
• ea0255944-8k_clean_htm.xml (XML) — 4KB

01

Item 1.01 Entry into a Material Definitive Agreement. Securities Purchase Agreements On September 1, 2025, CleanCore Solutions, Inc. (the " Company ") entered into a securities purchase agreement (the " Cash Purchase Agreement ") with certain purchasers (the " Cash Purchasers "), pursuant to which the Company agreed to issue and sell to the Cash Purchasers pre-funded warrants to purchase an aggregate of 148,650,530 shares of class B common stock (the " Cash Pre-Funded Warrants ") for aggregate gross proceeds of $148,650,530 (the " Cash Offering "). In the Cash Offering, the Cash Purchasers tendered U.S. dollars to the Company as consideration for the Cash Pre-Funded Warrants. On September 1, 2025, the Company also entered into a securities purchase agreement (the " Cryptocurrency Purchase Agreement ," and together with the Cash Purchase Agreement, the " Purchase Agreements ") with certain purchasers (the " Cryptocurrency Purchasers " and together with the Cash Purchasers, the " Purchasers "), pursuant to which the Company agreed to issue and sell to the Cryptocurrency Purchasers pre-funded warrants to purchase an aggregate of 26,349,890 shares of class B common stock (the " Cryptocurrency Pre-Funded Warrants ," and together with the Cash Pre-Funded Warrants, the " Pre-Funded Warrants ") for aggregate gross proceeds of $26,349,890 (the " Cryptocurrency Offering ," and together with the Cash Offering, the " Offering "). In the Cryptocurrency Offering, the Cryptocurrency Purchasers tendered Dogecoin, Bitcoin, Ethereum, USDC or USDT as consideration for the Cryptocurrency Pre-Funded Warrants. Maxim Group LLC (" Maxim ") and Curvature Securities, LLC (" Curvature ") acted as placement agents (together, the " Placement Agents ") in connection with the Offering, pursuant to the terms and conditions of a placement agency agreement, dated September 1, 2025, among the Company and the Placement Agents (the " Placement Agreement "). On September 5, 2025, the Offering clo

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities. The information set forth under Item 1.01 regarding the issuance of the Warrants is incorporated by reference into this Item 3.02. The issuance of these securities is being made in reliance upon an exemption from the registration requirements of Section 5 of the Securities Act.

02

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. Resignation of Director On August 29, 2025, Brent Cox resigned from the Board of Directors of the Company (the " Board "). Mr. Cox's resignation was not due to any disagreement with the Company on any matter relating to its operations, policies (including accounting or financial policies) or practices. Appointment of Directors On September 5, 2025, upon recommendation of the Nominating and Corporate Governance Committee, the Board appointed Alexander Benjamin Spiro and Tim Stebbing to the Board to fill an existing vacancy and the vacancy created by Mr. Cox's resignation. Messrs. Spiro and Stebbing were also appointed to the Audit Committee, the Compensation Committee and the Nominating and Corporate Governance Committee and Mr. Spiro was appointed to serve as Chairman of the Board. The Board determined that Messrs. Spiro and Stebbing are independent within the meaning of the rules of NYSE American LLC. Below is certain biographical information regarding the newly appointed directors. Mr. Spiro is a well-known litigator and has served as a Partner at Quinn Emanuel Urquhart & Sullivan, LLP at its New York office since 2017. He serves as Co-Chair of the Investigations, Government Enforcement & White Collar Defense Practice. He was previously a Trial Attorney at Brafman & Associates, P.C. and a Prosecutor with the New York County District Attorney's Office. Mr. Spiro is a graduate of Harvard Law School. Mr. Stebbing is has served as the Chief Technology Officer of House of Doge since March 2025. He is also on the board of the Dogecoin Foundation, serving as Director of Product since 2021 to spear-head the development of a broader Dogecoin ecosystem, and to increase its adoption as a global means of exchange. Prior to that, he served as Chief Technology Officer at Ynomia Pty Ltd, a construction technology co

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View this 8-K filing on SEC EDGAR