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CleanCore Solutions, Inc. entered definitive agreements with HST Technologies to form a joint venture focused on high-performance computing and AI data center facilities. The structure contemplates aggregate capital commitments of up to $2,000,000,000, including up to $100,000,000 in cash from CleanCore over nine months for a 99% capital interest.
HST contributes project assets and a platform license for a 1% capital interest and a 20% carried participation, while managing the venture subject to CleanCore approval on major decisions. CleanCore receives a return of capital plus a 12% preferred return before profits are split 80% to CleanCore and 20% to HST, and from January 1, 2035 it gains an annual option to buy out HST’s carried interest at fair market value.
The first project is a 200-megawatt data center campus in West Texas, with potential expansion to more than 500 megawatts by 2030. CleanCore expects to fund $100,000,000 for this campus by the first quarter of 2027, positioning the company toward AI infrastructure development while highlighting substantial execution, financing, construction, and market risks in its forward-looking statements.
Frei Peter Thomas reported acquisition or exercise transactions in this Form 4 filing.
CleanCore Solutions, Inc. director Peter Thomas Frei received an equity grant of Class B Common Stock. On June 30, 2026, he was awarded 200,000 restricted shares under the company’s 2022 Equity Incentive Plan, with all shares vesting immediately on the grant date. Following this grant, he directly holds 203,459 shares, reflecting a compensation-related award rather than an open-market purchase or sale.
CleanCore Solutions, Inc. updated the compensation package of its Chief Financial Officer, David J. Enholm. Effective July 1, 2026, his annual base salary was reduced from $75,000 to $62,400 at his request, and he waived cash payout for any unused paid time off.
In return, the company granted Mr. Enholm 80,000 restricted stock units under its 2022 Equity Incentive Plan, each convertible into one share upon vesting. Unvested RSUs fully vest on events such as death, disability, retirement, or termination without cause, and are forfeited on other separations. Both the side letter and RSU agreement include clawback provisions tied to issues with the company’s Form 10-K, allowing suspension, forfeiture, or recoupment of RSUs after notice and response rights.
CleanCore Solutions, Inc. Chief Financial Officer David James Enholm exercised restricted stock units into common stock as part of his equity compensation. He acquired 40,000 shares of common stock on July 1, 2026 through the exercise of 40,000 restricted stock units at a stated price of $0.00 per share, bringing his directly held common stock position to 67,300 shares after the transaction.
According to a recent grant under the company’s 2022 Equity Incentive Plan, he was awarded 80,000 restricted stock units on June 30, 2026, with 40,000 RSUs vesting on July 1, 2026 and the remaining 40,000 RSUs scheduled to vest on the filing date of the company’s Annual Report on Form 10-K for the year ended June 30, 2026. Each RSU represents a contingent right to receive one share of common stock.
CleanCore Solutions, Inc. entered into a Controlled Equity Sales Agreement with Cantor Fitzgerald & Co. and Curvature Securities LLC to sell up to $750,000,000 of common stock in at-the-market and other permitted transactions under its shelf registration.
The company will pay up to 3.0% in commissions and plans to use net proceeds primarily for its AI Critical Infrastructure Business, as well as general corporate purposes and potential disposition of its cleaning products business and wind-down of its digital asset treasury strategy.
CleanCore also terminated a prior at-the-market agreement with Maxim Group LLC and Curvature, agreeing to pay Maxim $1,000,000 and Curvature $500,000, reduce warrant exercise prices on an aggregate 5,250,013 shares, and grant Curvature a 0.20% fee on future at-the-market agreements for two years.
CleanCore Solutions, Inc. has filed a prospectus supplement to sell shares of its common stock in an at-the-market offering under a Controlled Equity Sales Agreement with Cantor Fitzgerald & Co. and Curvature Securities LLC for aggregate sales proceeds of up to $750,000,000. Sales will be made from time to time at market prices; the Agents may act as principals and receive up to 3.0% of gross proceeds as compensation.
The company remains an emerging growth company and a smaller reporting company. As of June 5, 2026, there were 223,173,857 shares outstanding; the prospectus shows a pro forma maximum outstanding count of up to 1,469,021,033 shares assuming hypothetical sales at the June 5, 2026 price of $0.602 per share. The company intends to use net proceeds primarily to fund evaluation and potential development of AI critical infrastructure opportunities while continuing to operate its cleaning-products and Dogecoin treasury segments.
CleanCore Solutions, Inc. is undertaking a major strategic pivot from its legacy cleaning products and Dogecoin-focused treasury businesses toward becoming an AI critical infrastructure company. Tyler Hassen has been appointed Chief Executive Officer and to the board to lead this transition.
The company has signed a non-binding letter of intent to acquire a majority stake in a special purpose vehicle for a proposed data center project in the Midwestern United States, but it has not yet acquired any sites, begun construction, or generated revenue from this business. CleanCore is exploring the sale of its cleaning products segment and the disposition of its Dogecoin holdings; by June 2, 2026 it had sold about 200,000,000 Dogecoin for roughly $18.4 million and transferred 70,000,000 Dogecoin for approximately $6.8 million of professional services.
As of March 31, 2026, the company reported cash and cash equivalents of about $4.1 million, restricted cash of roughly $13 million, and an accumulated deficit of approximately $169 million, while holding around 463,060,889 Dogecoin valued at about $44.3 million as of June 2, 2026. Management emphasizes that the AI Critical Infrastructure Business is highly speculative, unproven, capital-intensive, and at a very early stage, and risk disclosures note conditions that raise substantial doubt about the company’s ability to continue as a going concern if it cannot execute its plan or raise sufficient capital.
CleanCore Solutions, Inc. amends its shelf resale prospectus to lower the exercise prices on certain placement agent warrants and confirms the scope of the registered resale. The Prospectus covers 198,824,705 shares of Common Stock offered for resale by selling stockholders. The Curvature Placement Agent Warrants, exercisable into 2,100,005 shares, now have a reduced exercise price of $1.18 per share. The Maxim Placement Agent Warrants, exercisable into 3,150,008 shares, now have a reduced exercise price of $0.90 per share. The company reports a last reported NYSE American sale price of $0.68 per share as of June 4, 2026. The supplement states the Placement Agent Warrants will not be listed and liquidity is expected to be extremely limited.
CleanCore Solutions, Inc. reported a board change involving its senior leadership. On May 21, 2026, director David Enholm resigned from the Board of Directors, effective immediately, while continuing in his role as Chief Financial Officer. The company stated that his resignation was not due to any disagreement regarding operations, policies, or practices.
To fill the vacant seat, the Board appointed Chief Executive Officer Tyler Hassen as a director, also effective May 21, 2026. Hassen, age 43, has been CEO since March 16, 2026 and brings prior leadership experience from Stable Crest Holdings, the U.S. Department of the Interior, Basin Holdings, and Wenzel Downhole Tools. The company disclosed that there are no special arrangements, family relationships, or related-party transactions connected to his appointment.
CleanCore Solutions, Inc. filed an amended quarterly report to restate its March 31, 2026 results after identifying an error tied to a non‑cash transfer of 70,000,000 Dogecoin that was not recorded, stemming from a material weakness in internal control over financial reporting.
After restatement, the company reported a net loss of $37.3 million for the quarter and $155.0 million for the nine months, driven largely by a $107.1 million loss from changes in the fair value of Dogecoin and very high general and administrative expenses. Digital assets totaled $42.7 million, representing a major portion of total assets of $67.4 million.
CleanCore raised substantial capital through a $175.0 million pre‑funded warrant offering and at‑the‑market sales, ending the period with $17.1 million in cash, cash equivalents and restricted cash. Despite this, management concluded that substantial doubt exists about the company’s ability to continue as a going concern over the next 12 months without additional financing.