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Aduro Clean Technologies (ADUR) adds US$3M from full over-allotment exercise

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(Neutral)
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Form Type
6-K

Rhea-AI Filing Summary

Aduro Clean Technologies Inc. reported that underwriter D. Boral Capital LLC fully exercised its over-allotment option connected to Aduro’s recent U.S. public offering. The company issued an additional 260,869 common shares and warrants to purchase 130,434 common shares, generating approximately US$3 million in gross proceeds.

Each whole warrant carries a US$16.00 exercise price, is exercisable immediately, and expires three years from issuance. Aduro plans to use the net proceeds primarily to help fund construction of its Demonstration-Scale Plant, with any remaining funds going to research and development, general corporate purposes, and working capital.

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Insights

Aduro adds US$3M via over-allotment equity and warrant issuance.

Aduro Clean Technologies secured approximately US$3 million in additional gross proceeds through the full exercise of an over-allotment option tied to its U.S. public offering. This involved issuing 260,869 common shares and warrants for 130,434 common shares, adding both cash and potential future equity.

The warrants are immediately exercisable at US$16.00 per share and expire three years from issuance, creating a medium-term source of possible additional capital if exercised. The company states it intends to direct net proceeds mainly toward its Demonstration-Scale Plant, with any remainder for R&D, general purposes, and working capital.

This transaction modestly strengthens liquidity while increasing share count and introducing new warrants. Actual long-term impact depends on how efficiently Demonstration-Scale Plant spending translates into commercial progress and whether warrant exercises occur before expiry, which will be seen in subsequent company disclosures.


UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

Form 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES
EXCHANGE ACT OF 1934

For the month of January 2026

Commission File Number 001-42393

Aduro Clean Technologies Inc.

(Translation of registrant's name into English)

542 Newbold Street, London, Ontario  N6E 2S5, Canada

(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.    Form 20-F  [  ]  Form 40-F  [ X ]


SUBMITTED HEREWITH

EXHIBIT

99.1 News release dated January 30, 2026
   
99.2 Material Change Report dated January 30, 2026


- 2 -

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, thereunto duly authorized.

Aduro Clean Technologies Inc.

/s/ Mena Beshay                                  
Mena Beshay, Chief Financial Officer

Date:  January 30, 2026




Aduro Clean Technologies Announces Closing of Underwriter's Over-Allotment Option in Public Offering

London, Ontario, January 30, 2026 - Aduro Clean Technologies Inc. ("Aduro" or the "Company") (Nasdaq: ADUR) (CSE: ACT) (FSE: 9D5), a clean technology company using the power of chemistry to transform lower value feedstocks, like waste plastics, heavy bitumen, and renewable oils, into resources for the 21st century, today announced that it issued an additional 260,869 common shares and warrants to purchase an additional 130,434 common shares, for total gross proceeds of approximately US$3 million, pursuant to D. Boral Capital LLC's full exercise of its underwriter's over-allotment option in connection with the Company's previously announced underwritten U.S. public offering of common shares and accompanying warrants to purchase common shares ("Offering"). The common shares issued pursuant to the over-allotment option were sold in combination with an accompanying half warrant (with each whole warrant being exercisable into one common share of the Company). Each whole warrant has an exercise price of US$16.00 per share and are exercisable immediately and will expire three years from the date of issuance.

D. Boral Capital LLC acted as lead Underwriter for the Offering. Roth Capital Partners acted as financial advisor for the Offering. 

Aduro intends to use the net proceeds from the Offering for expenditures related to the construction of its Demonstration-Scale Plant and the remainder (if any) for ongoing research and development, general corporate purposes and working capital.

The Offering was made pursuant to an effective shelf registration statement on Form F-10, as amended (File No. 333-292023), previously filed with the U.S. Securities and Exchange Commission ("SEC") on December 15, 2025, which became effective upon filing, and the Company's Canadian short form base shelf prospectus dated December 15, 2025 (the "Base Shelf Prospectus"). Aduro offered and sold the securities in the United States only. No securities were offered or sold to Canadian purchasers.

The Base Shelf Prospectus relating to the Offering and describing the terms thereof has been filed with the applicable securities commissions in Canada and with the SEC in the United States and is available for free by visiting the Company's profiles on the SEDAR+ website maintained by the Canadian Securities Administrators at www.sedarplus.ca or the SEC's website at www.sec.gov, as applicable. A final prospectus supplement with the final terms was filed with the securities regulatory authorities in the Canadian provinces of British Columbia and Ontario and with the SEC. Copies of the final prospectus may be obtained at the SEC's website at www.sec.gov or from D. Boral Capital LLC, Attention: 590 Madison Avenue 39th Floor, New York, NY 10022, or by email at info@dboralcapital.com, or by telephone at +1(212) 970-5150.


Before you invest, you should read the prospectus and other documents the Company has filed or will file with the SEC for more complete information about the Company and the Offering. This press release shall not constitute an offer to sell, or the solicitation of an offer to buy any of the Company's securities, nor shall such securities be offered or sold in the United States absent registration or an applicable exemption from registration, nor shall there be any offer, solicitation or sale of any of the Company's securities in any state or jurisdiction in which such offers, solicitations or sales would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction.

About Aduro Clean Technologies

Aduro Clean Technologies is a developer of patented water-based technologies to chemically recycle waste plastics; convert heavy crude and bitumen into lighter, more valuable oil; and transform renewable oils into higher-value fuels or renewable chemicals. The Company's Hydrochemolytic™ technology relies on water as a critical agent in a chemistry platform that operates at relatively low temperatures and cost, a game-changing approach that converts low-value feedstocks into resources for the 21st century.

For further information, please contact:

Abe Dyck, Head of Corporate Development and Investor Relations

ir@adurocleantech.com

+1 226 784 8889

KCSA Strategic Communications

Jack Perkins, Senior Vice President

aduro@kcsa.com

D. Boral Capital LLC

info@dboralcapital.com

+1 212 970 5150


Forward-Looking Statements

This press release contains forward-looking statements regarding the Company's current expectations. These forward-looking statements include, without limitation, references to the Company's expectations regarding anticipated use of net proceeds from the Offering. These statements are not guarantees of future performance and are subject to certain risks, uncertainties and assumptions that are difficult to predict. Factors that could cause actual results to differ include, but are not limited to, risks and uncertainties related to the factors that may result in changes to the Company's anticipated use of proceeds. These and other risks and uncertainties are described more fully in the section captioned "Risk Factors" in the Company's annual information form dated May 20, 2025, which is available on SEDAR+ at www.sedarplus.ca, on EDGAR at www.sec.gov. Forward-looking statements contained in this announcement are made as of this date, and the Company undertakes no duty to update such information except as required under applicable law, including the securities laws of the United States and Canada.



FAQ

What did Aduro Clean Technologies (ADUR) announce in this Form 6-K?

Aduro announced the full exercise of underwriter D. Boral Capital LLC’s over-allotment option. The company issued 260,869 additional common shares and warrants for 130,434 shares, raising approximately US$3 million in gross proceeds from its U.S. public offering.

How much capital did Aduro Clean Technologies (ADUR) raise from the over-allotment?

Aduro raised approximately US$3 million in gross proceeds from the over-allotment exercise. This came from issuing 260,869 additional common shares with accompanying warrants to buy 130,434 common shares in connection with its previously announced underwritten U.S. public offering.

What are the terms of the warrants issued by Aduro Clean Technologies (ADUR)?

Each whole warrant is exercisable into one common share at an exercise price of US$16.00 per share. The warrants are exercisable immediately upon issuance and will expire three years from their issuance date, creating a defined medium-term window for potential exercise.

How will Aduro Clean Technologies (ADUR) use the net proceeds from this offering?

Aduro intends to use the net proceeds primarily for expenditures related to constructing its Demonstration-Scale Plant. Any remaining funds, if available, are earmarked for ongoing research and development, general corporate purposes, and working capital requirements to support operations.

Where was Aduro Clean Technologies’ (ADUR) offering registered and marketed?

The offering used an effective Form F-10 shelf registration with the SEC and a Canadian short form base shelf prospectus. Aduro offered and sold the securities only in the United States and explicitly stated that no securities were offered or sold to Canadian purchasers.

Who was involved as underwriter and advisor in Aduro Clean Technologies’ (ADUR) offering?

D. Boral Capital LLC acted as the lead underwriter for the offering, including the over-allotment option. Roth Capital Partners served as financial advisor. Investors can obtain the final prospectus through the SEC’s website or directly from D. Boral Capital LLC.
Aduro Clean Tech

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