CleanCore amends resale prospectus; 198.8M shares registered

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.

Rhea-AI Filing Summary

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.

Key Figures

Registered shares: 198,824,705 shares Curvature warrants exercisable: 2,100,005 shares Curvature warrant exercise price: $1.18 +3 more

6 metrics

Registered shares 198,824,705 shares Resale registration on Form S-3 cover

Curvature warrants exercisable 2,100,005 shares Curvature Placement Agent Warrants exercisable into this aggregate amount

Curvature warrant exercise price $1.18 Reduced exercise price per share for Curvature Placement Agent Warrants

Maxim warrants exercisable 3,150,008 shares Maxim Placement Agent Warrants exercisable into this aggregate amount

Maxim warrant exercise price $0.90 Reduced exercise price per share for Maxim Placement Agent Warrants

Last reported sale price $0.68 per share NYSE American last sale price as of June 4, 2026

Key Terms

Placement Agent Warrants, resale prospectus, emerging growth company

3 terms

Placement Agent Warrants financial

"reduced exercise price of the Placement Agent Warrants"

Placement agent warrants are options given to the broker or intermediary who helps a company sell shares privately; they grant the holder the right to buy a set number of company shares at a fixed price in the future. For investors, these warrants matter because exercising them increases the total shares outstanding and can dilute existing ownership and earnings per share, similar to adding more slices to a pizza and reducing the size of each existing slice.

resale prospectus regulatory

"offer and resale of up to 198,824,705 shares of common stock"

A resale prospectus is a document that provides key information to potential buyers when previously issued securities are being offered for sale again by existing holders. Think of it like a detailed fact sheet or label for a used car sale: it explains what is being sold, the risks, any restrictions, and how the sale will be handled, helping investors decide whether the resale fits their goals and risk tolerance.

emerging growth company regulatory

"We are an “emerging growth company” as defined under U.S. federal securities laws"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

Offering Details

resale/secondary · 198,824,705 shares

Offering

Offering Type resale/secondary

Securities Offered common stock

Offering Amount 198,824,705 shares

FAQ

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

What change does the CleanCore (ZONE) prospectus supplement make?

The supplement lowers placement agent warrant exercise prices and updates the resale prospectus. It reduces Curvature warrants to $1.18 and Maxim warrants to $0.90, and reiterates the resale registration of 198,824,705 shares.

How many shares are registered for resale under the prospectus for ZONE?

The prospectus registers the resale of 198,824,705 shares of Common Stock. This amount is described on the cover and forms the basis for the selling stockholders' resale registration.

How many shares are issuable on exercise of the placement agent warrants?

The Curvature Placement Agent Warrants are exercisable into 2,100,005 shares and the Maxim Placement Agent Warrants into 3,150,008 shares, as disclosed in the supplement.

Will the Placement Agent Warrants be tradable on an exchange?

No. The supplement states there is no established trading market for the Placement Agent Warrants and the company does not intend to list them, so liquidity will be extremely limited.

What was CleanCore's last reported common stock price noted in the supplement?

The last reported sale price on NYSE American was $0.68 per share as of June 4, 2026, according to the prospectus supplement.

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

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Accepted by SEC EDGAR 06/04/2026 - 05:00 PM EDT Learn about SEC filing dates

Filed Pursuant to Rule 424(b)(3)

Registration No. 333-291399

PROSPECTUS SUPPLEMENT NO. 1

(to Prospectus dated November 7, 2025)

CLEANCORE SOLUTIONS, INC.

198,824,705 Shares of Common Stock

This prospectus supplement amends and supplements certain information contained in the prospectus dated November 7, 2025 (the “Prospectus”), which forms a part of our registration statement on Form S-3 (File No. 333-291399). The Prospectus relates to the offer and resale of up to 198,824,705 shares of common stock, par value $0.0001 per share (the “Common Stock”), by the selling stockholders named in the Prospectus, which includes shares of Common Stock issuable upon the exercise of certain warrants.

This prospectus supplement amends and supplements the Prospectus to reflect a decrease in the exercise price of (i) the placement agent warrants issued to Curvature Securities LLC and/or certain persons associated with Curvature Securities LLC on September 5, 2025 (the “Curvature Placement Agent Warrants”), exercisable into an aggregate of 2,100,005 shares of Common Stock, previously exercisable at $1.33 per share of Common Stock, to a reduced exercise price of $1.18 per share of Common Stock, and (ii) the placement agent warrants issued to Maxim Partners LLC on September 5, 2025 (the “Maxim Placement Agent Warrants” and, together with the Curvature Placement Agent Warrants, the “Placement Agent Warrants”), exercisable into an aggregate of 3,150,008 shares of Common Stock, previously exercisable at $1.33 per share of Common Stock, to a reduced exercise price of $0.90 per share of Common Stock. All references in the Prospectus to the exercise price of $1.33 per share of Common Stock with respect to the Curvature Placement Agent Warrants are hereby amended and restated to reflect an exercise price of $1.18 per share of Common Stock, and all references in the Prospectus to the exercise price of $1.33 per share of Common Stock with respect to the Maxim Placement Agent Warrants are hereby amended and restated to reflect an exercise price of $0.90 per share of Common Stock.

Our Common Stock is listed on NYSE American under the symbol “ZONE.” On June 4, 2026, the last reported sale price of our Common Stock on NYSE American was $0.68 per share. There is no established trading market for the Placement Agent Warrants, and we do not expect a market to develop. In addition, we do not intend to list the Placement Agent Warrants on NYSE American or any other securities exchange or any other nationally recognized trading system. Without an active trading market, the liquidity of the Placement Agent Warrants will be extremely limited.

This prospectus supplement should be read in conjunction with the Prospectus, including any amendments or supplements thereto, which is to be delivered with this prospectus supplement. This prospectus supplement is qualified by reference to the Prospectus, including any amendments or supplements thereto, except to the extent that the information in this prospectus supplement updates and supersedes the information contained therein.

This prospectus supplement is not complete without, and may not be delivered or utilized except in connection with, the Prospectus, including any amendments or supplements thereto.

We are an “emerging growth company” as defined under U.S. federal securities laws and, as such, have elected to comply with reduced public company reporting requirements. The Prospectus complies with the requirements that apply to an issuer that is an emerging growth company.

Investing in our securities involves a high degree of risk. You should review carefully the risks and uncertainties described under the heading “Risk Factors” section of the Prospectus, and under similar headings in any amendment or supplements thereto, and in our most recent Annual Report on Form 10-K.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of the Prospectus and this prospectus supplement. Any representation to the contrary is a criminal offense.

The date of this prospectus supplement is June 4, 2026.