CleanCore Solutions, Inc. (NYSE American: ZONE) Announces Pricing of $100 Million Public Offering

CleanCore Solutions (NYSE American: ZONE) priced its previously announced public offering of 400,000,000 shares of common stock (or pre-funded warrants in lieu thereof) and accompanying warrants to purchase up to 400,000,000 shares.

Rhea-AI Summary

CleanCore Solutions (NYSE American: ZONE) priced its previously announced public offering of 400,000,000 shares of common stock (or pre-funded warrants in lieu thereof) and accompanying warrants to purchase up to 400,000,000 shares. Each share plus warrant unit is priced at $0.25, for expected gross proceeds of about $100 million before fees.

The accompanying warrants are immediately exercisable at $0.25 per share for five years, and full exercise could generate an additional $100 million in gross proceeds. The offering is expected to close on or about August 13, 2026, with net proceeds intended for AI critical infrastructure projects, including the Minnesota Project, and for general corporate purposes. Curvature Securities is sole placement agent, and the securities are offered under an effective Form S-3 shelf registration.

Positive

• Public offering targets $100 million in gross proceeds at $0.25 per unit
• Full warrant exercise could add another $100 million in gross proceeds
• Proceeds earmarked for AI critical infrastructure, including the Minnesota Project
• Warrants immediately exercisable for five years at $0.25 per share

Negative

• Up to 400 million new shares plus 400 million warrant shares may significantly increase share count
• Pre-funded warrants have a very low exercise price of $0.0001 per share, adding to potential dilution

News Explained

The priced financing could expand the share base by 400 million shares plus up to 400 million warrant shares, reducing existing holders’ percentage ownership.

The offering is priced but not yet closed: if the 400,000,000 shares are issued, or the pre-funded warrants convert, the share count rises and existing holders’ percentage ownership falls; the accompanying warrants could add up to 400,000,000 more shares if exercised.

The effective Form S-3 provides registration capacity rather than completing a sale, and the final prospectus supplement is the filing that states the specific offering’s final terms.

The $100 million expected gross proceeds, before fees, equals 1176.8 days of the last reported operating cash use for the quarter ended March 31, 2026.

The next checkpoints are the expected closing on or about August 13, 2026, subject to customary conditions, and the final prospectus supplement, which will disclose final terms.

Sources and calculations

• CleanCore Solutions Announces Pricing of $100 Million Public Offering (2026-08-11)
• Dilution (2026-07-17)
• Pre-funded warrant (2026-07-17)
• Form S-3 purpose (2026-07-17)
• Prospectus supplement purpose (2026-07-17)
• CleanCore Solutions 2026Q3 fundamentals (2026Q3)

• Offering gross against the last reported quarterly operating outflow, in days at that rate $100,000,000 / ($7,648,162 / 90) = 1176.8 days

Argus Aug 11 session 47 alerts

-54.79% close to close 129.3x rel. volume Open Argus

Details

Market move: ZONE -54.79% in the Aug 11 session. $100M public offering

-45.7% Trough in 9 hr 11 min

$62.70M Market Cap

On Aug 11, the day this news came out, ZONE closed 54.79% below the previous close. Argus tracked a trough of -45.7% from its starting point during tracking. Our momentum scanner recorded 47 alerts for this stock that day. Relative volume reached 129.3x the daily average during tracking.

Data tracked by StockTitan Argus for the Aug 11 session.

Key Figures

Offering shares: 400,000,000 shares Public offering price: $0.25 per share and accompanying warrant Gross proceeds: $100,000,000 +5 more

Offering shares

400,000,000 shares

Public offering

Public offering price

$0.25 per share and accompanying warrant

Offering pricing

Gross proceeds

$100,000,000

Before discounts, commissions, and expenses

Pre-funded warrant exercise price

$0.0001 per share

Pre-funded warrants

Warrant exercise price

$0.25 per share

Accompanying warrants

Warrant expiration

Five years

Following issuance

Additional warrant proceeds

$100,000,000

If all accompanying warrants are exercised

Expected closing date

August 13, 2026

Subject to customary closing conditions

Historical Context

4 past events · Latest: Jul 30

4 events

1. Jul 30

   Board appointment

   24h Move

   +8.1%

   MasTec appointed Alex Spiro, who also served on CleanCore's board.

2. Jul 29

   AI colocation agreement

   24h Move

   -54.0%

   CleanCore signed a 10-year Cerebras colocation agreement for Minnesota.

3. Jul 09

   Data center closing

   24h Move

   -8.3%

   CleanCore closed its first 200-megawatt West Texas data center project.

4. Jun 08

   CEO appointment

   24h Move

   +0.7%

   Tyler Hassen became CEO to lead CleanCore's AI infrastructure transition.

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Key Terms

pre-funded warrants, placement agent, registration statement, prospectus supplement

4 terms

pre-funded warrants financial

"The pre-funded warrants have an exercise price of $0.0001 per share."

Pre-funded warrants are financial instruments that give investors the right to purchase a company's stock at a set price, but with most or all of the purchase price paid upfront. They function like a coupon or gift card for stock, allowing investors to buy shares later at a fixed price, which can be beneficial if they want to avoid future price increases. This makes them important for investors seeking flexibility and certainty in their investment plans.

placement agent financial

"Curvature Securities LLC is acting as the sole placement agent for the Offering."

A placement agent is a professional or firm that helps organizations raise money from investors, such as individuals, institutions, or funds. They act like matchmakers, connecting those seeking investments with the right investors and guiding the process to ensure successful funding. For investors, they can provide access to exclusive opportunities and help navigate complex fundraising efforts.

registration statement regulatory

"The shares of common stock, pre-funded warrants and warrants are being offered pursuant to a registration statement"

A registration statement is a formal document that companies file with a government agency to offer new shares of stock to the public. It provides essential information about the company's finances, operations, and risks, helping investors make informed decisions. Think of it as a detailed product description that ensures transparency and trust before buying into a company.

prospectus supplement regulatory

"The offering is being made only by means of a prospectus supplement"

A prospectus supplement is an additional document provided alongside a company's main offering details, offering updated or extra information about a specific financial product being sold. It helps investors understand the latest terms, risks, and details of the investment, similar to how an update or revision clarifies or expands on original instructions, ensuring they have current and complete information before making a decision.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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HOUSTON, Aug. 11, 2026 /PRNewswire/ -- CleanCore Solutions, Inc. (NYSE American: ZONE) ("CleanCore" or the "Company"), a company building the critical infrastructure that powers the AI economy, today announced the pricing of its previously announced public offering (the "Offering") of 400,000,000 shares of common stock (or pre-funded warrants in lieu thereof) and accompanying warrants to purchase up to 400,000,000 shares of common stock. Each share of common stock and accompanying warrant is being offered at a combined public offering price of $0.25, for expected gross proceeds of approximately $100,000,000, before deducting placement agent discounts and commissions and offering expenses. The pre-funded warrants have an exercise price of $0.0001 per share. Each accompanying warrant will be immediately exercisable at an exercise price of $0.25 per share of common stock and will expire five years following the date of issuance. If all accompanying warrants are exercised in full, the Company would receive additional gross proceeds of approximately $100,000,000, before deducting applicable expenses.

Curvature Securities LLC is acting as the sole placement agent for the Offering.

The Offering is expected to close on or about August 13, 2026, subject to satisfaction of customary closing conditions.

CleanCore intends to use the net proceeds from the Offering primarily to fund the development of AI critical infrastructure opportunities, including the Minnesota Project, and for working capital and general corporate purposes.

The shares of common stock, pre-funded warrants and warrants are being offered pursuant to a registration statement on Form S-3 (File No. 333-289867), which was previously filed with and subsequently declared effective by the Securities and Exchange Commission (the "SEC") on August 29, 2025. The offering is being made only by means of a prospectus supplement which is a part of the effective registration statement. A preliminary prospectus supplement and the accompanying base prospectus relating to the public offering have been filed with the SEC and is available on the SEC's website at www.sec.gov. Additionally, electronic copies of the preliminary prospectus supplement and the accompanying base prospectus may be obtained from Curvature Securities LLC, 39 Main Street, Chatham, NJ 07928, or by telephone at (908) 944-9400, or by email at IB@curvaturesecurities.com. The final terms of the Offering will be disclosed in a final prospectus supplement to be filed with the SEC, which will be available for free on the SEC's website at www.sec.gov.

This press release does not constitute an offer to sell or a solicitation of an offer to buy the securities in the Offering, nor shall there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or other jurisdiction.

About CleanCore Solutions, Inc.

CleanCore Solutions, Inc. (NYSE American: ZONE) is helping to build the critical infrastructure that powers the AI economy. Through a growing pipeline of projects, ZONE aims to help meet the increasing demand for compute capacity, power, and digital infrastructure required by the world's leading AI companies.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements include, but are not limited to, statements regarding the Offering. Forward-looking statements are generally identified by words such as "anticipates," "believes," "expects," "intends," "plans," "may," "will," "could," "should," "estimates," "projects," "potential," "focused on," "aims," "expand," "expected," "look forward," and similar expressions.

These forward-looking statements are based on management's current expectations and assumptions as of the date of this press release and are subject to significant risks, uncertainties, and other factors that could cause actual results to differ materially from those expressed or implied. Such risks and uncertainties include, but are not limited to: the Company's ability to complete the Offering; volatility in the price of the Company's common stock and warrants; general economic and market conditions; the Company's ability to receive the necessary regulatory approvals for the Offering; and, the Company's ability to raise additional funding and other competitive developments.

For a more complete discussion of risks and uncertainties, please refer to the Company's filings with the SEC, including the "Risk Factors" section of the Company's most recent Annual Report on Form 10-K or Quarterly Report on Form 10-Q. The Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by law. All forward-looking statements are qualified in their entirety by this cautionary statement.

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SOURCE CleanCore Solutions (NYSE AMERICAN: ZONE)

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What are the key terms of CleanCore Solutions (NYSE American: ZONE) $100 million public offering announced on August 11, 2026?

CleanCore Solutions priced a public offering targeting approximately $100 million in gross proceeds. According to CleanCore Solutions, it is selling 400,000,000 shares of common stock (or pre-funded warrants) plus accompanying warrants, each share-and-warrant unit priced at $0.25 before fees and expenses.

How many shares and warrants are included in the CleanCore Solutions (ZONE) public offering and at what price?

The offering includes 400,000,000 shares of common stock (or pre-funded warrants) and warrants for up to 400,000,000 additional shares. According to CleanCore Solutions, each common share and accompanying warrant unit is offered at a combined public price of $0.25, before discounts and expenses.

When is the CleanCore Solutions (NYSE American: ZONE) public offering expected to close?

The offering is expected to close on or about August 13, 2026. According to CleanCore Solutions, the closing remains subject to satisfaction of customary closing conditions that typically apply to similar registered public offerings in the U.S. capital markets.

How will CleanCore Solutions (ZONE) use the net proceeds from its $100 million public offering?

CleanCore Solutions plans to use net proceeds primarily to fund AI critical infrastructure opportunities. According to CleanCore Solutions, this includes financing the Minnesota Project, as well as providing additional working capital and supporting general corporate purposes across its operations.

What are the exercise price and expiration terms of the warrants in the CleanCore Solutions (ZONE) offering?

Each accompanying warrant is immediately exercisable at an exercise price of $0.25 per share of common stock. According to CleanCore Solutions, these warrants will expire five years following their date of issuance, providing a multi-year window for potential additional capital inflows.

What are the terms of the pre-funded warrants in the CleanCore Solutions (ZONE) offering?

The offering may include pre-funded warrants in lieu of common shares, each with a nominal exercise price of $0.0001 per share. According to CleanCore Solutions, these pre-funded warrants are part of the same registered offering structure under the effective Form S-3 shelf registration.

How can investors access the prospectus for the CleanCore Solutions (NYSE American: ZONE) public offering?

Investors can access the preliminary prospectus supplement and base prospectus on the SEC website at www.sec.gov. According to CleanCore Solutions, electronic copies are also available from Curvature Securities LLC via mail, telephone, or the provided investment banking email address.