[8-K] CleanCore Solutions Inc. Reports Material Event

Rhea-AI Filing Summary

CleanCore Solutions (NYSE: ZONE) has entered into a Sales Agreement with Curvature Securities LLC on June 20, 2025, establishing an At-The-Market (ATM) offering program. The company can issue and sell up to $8.5 million of Class B Common Stock through this facility.

Key terms of the agreement include:

• Sales Agent commission of 3.0% of gross sales price
• Additional 2.0% fee to Boustead Securities LLC
• Reimbursement of Sales Agent expenses up to $50,000 plus quarterly maintenance fees capped at $5,000
• Sales will be conducted through NYSE American LLC under effective shelf registration Form S-3

The emerging growth company plans to use net proceeds for working capital and general corporate purposes. The agreement can be terminated by either party with 5 days' notice, and settlements will occur on the first trading day following sales through DTC facilities.

Positive

• Company secured a $8.5 million At-The-Market (ATM) offering facility, providing flexible access to capital for working capital and general corporate purposes
• The ATM structure allows for strategic and controlled equity raises at market prices, minimizing immediate dilution compared to traditional offerings

Negative

• Potential dilution for existing shareholders as the company can issue up to $8.5M in new shares
• Combined 5% commission structure (3% to Curvature Securities and 2% to Boustead) is relatively high for an ATM offering, reducing net proceeds

Insights

Securities Offering Specialist

CleanCore announced an $8.5M ATM offering with 5% total fees, enabling flexible capital raising with minimal market impact.

CleanCore Solutions has established an At-The-Market (ATM) offering facility allowing it to raise up to $8.5 million by selling shares incrementally over time at prevailing market prices. This financing structure offers several strategic advantages compared to traditional equity raises. The company can opportunistically tap capital markets when share prices are favorable and raise only what's needed when it's needed – significantly reducing market impact compared to a traditional secondary offering.

The fee structure includes a 3% commission to Curvature Securities (the sales agent) plus a 2% payment to Boustead Securities, bringing total fees to 5%. This is within typical market rates for small-cap ATM offerings. Additional costs include a $50,000 upfront expense reimbursement and $5,000 quarterly maintenance fees capped at $20,000 annually.

For a company that's still categorized as an emerging growth company, this financing approach is particularly prudent as it provides capital raising flexibility without the immediate dilution and potential price pressure of a standard follow-on offering. The filing indicates proceeds will support working capital and general corporate purposes, suggesting the company is strengthening its balance sheet for operational needs rather than a specific acquisition or expansion initiative.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 20, 2025 (June 20, 2025)

CLEANCORE SOLUTIONS, INC.

(Exact name of registrant as specified in its charter)

Nevada		001-42033		88-4042082
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

5920 S. 118th Circle, Omaha, NE		68137
(Address of principal executive offices)		(Zip Code)

(877) 860-3030

(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Class B Common Stock, par value $0.0001 per share		ZONE		NYSE American LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

Emerging Growth Company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01 Entry into a Material Definitive Agreement.

On June 20, 2025, CleanCore Solutions, Inc., a Nevada corporation (the “Company”), entered into a Sales Agreement (the “Sales Agreement”) with Curvature Securities LLC (the “Sales Agent”). Pursuant to terms of the Sales Agreement and the prospectus supplement filed with the U.S. Securities and Exchange Commission (the “SEC”) on June 20, 2025 and the accompanying base prospectus, filed on June 4, 2025, the Company may, from time to time, in transactions that are deemed to be “at the market offerings” as defined in Rule 415 under the Securities Act of 1933, as amended (the “Securities Act”), issue and sell through or to the Sales Agent, up to a maximum aggregate amount of $8,500,000 of shares of the Company’s Class B Common Stock, $0.0001 par value per share (the “Shares”). The issuance and sale of the Shares to or through the Sales Agent from time to time will be effected pursuant to the Company’s effective shelf registration statement on Form S-3 (File No. 333-287241), which was declared effective by the Securities and Exchange Commission (the “SEC”) on June 4, 2025 (the “Registration Statement”), and the related prospectus supplement and accompanying base prospectus relating to the offering of the Shares.

Pursuant to the Sales Agreement, the Company may issue and sell the Shares from time to time through or to the Sales Agent, acting as sales agent or principal, subject to the terms and conditions of the Sales Agreement. The Company may instruct the Sales Agent to make such sales, and the Sales Agent, as agent, will use its commercially reasonable efforts to sell the Shares within the parameters set forth in the Company’s placement notice to sell, and subject to the satisfaction of the Company’s obligations as set forth in the Sales Agreement. The Company will designate the parameters within which the Shares must be sold, including at a minimum the number to be sold, the time period during which sales are requested to be made, any limitation on the number of the Shares that may be sold in any one trading day, and any minimum price below which sales may not be made. The Company has no obligation to sell, and the Sales Agent is not obligated to buy or sell, any of the Shares under the Sales Agreement and may at any time suspend offers under the Sales Agreement or terminate the Sales Agreement as provided for in the Sales Agreement. The offering of the Shares pursuant to the prospectus supplement and the accompanying base prospectus will terminate upon the earlier of (i) the sale of all of the Shares pursuant to such prospectus supplement and accompanying base prospectus, and (ii) the termination by the Company or the Sales Agent of the Sales Agreement pursuant to its terms. The Company may terminate the Sales Agreement in its sole discretion at any time by giving five (5) days’ prior notice to the Sales Agent. The Sales Agent may terminate the Sales Agreement under the circumstances specified in the Sales Agreement and in its sole discretion at any time by giving five (5) days’ prior notice to the Company.

The Sales Agent may sell Shares by any method permitted by law deemed to be an “at the market offering” as defined in Rule 415 under the Securities Act, including sales made directly on or through the NYSE American LLC or any other existing trading market for the Company’s common stock.

Unless otherwise agreed between the Company and the Sales Agent, settlement for sales of the Shares will occur on the first trading day following the date on which any sales are made. Sales of the Shares will be settled through the facilities of The Depository Trust Company or by such other means as the Company and the Sales Agent may agree. There is no arrangement for funds to be received in an escrow, trust or similar arrangement.

The Company will pay the Sales Agent a cash commission of 3.0% of the gross sales price of the Shares sold by the Sales Agent pursuant to the Sales Agreement. Pursuant to the terms of the Sales Agreement, the Company also agreed to reimburse the Sales Agent for reasonable fees and expenses, not to exceed $50,000 (including but not limited to the reasonable and documented fees and disbursements of its legal counsel), and for the reasonable and documented out-of-pocket expenses related to quarterly maintenance of the Sales Agreement (including but not limited to the reasonable and documented fees and disbursements of its legal counsel) on a quarterly basis in an amount not to exceed $5,000 per quarter (and no more than $20,000 per fiscal year).

Pursuant to a separate agreement between the Company and Boustead Securities, LLC (“Boustead”), Boustead will also receive cash payments equal to 2.0% of the gross sales price of all Shares sold through the Sales Agent from time to time under the Sales Agreement. There are no arrangements for Boustead to participate in any manner in this offering and Boustead has no relationship with the Sales Agent in connection with this offering.

The Sales Agreement contains certain covenants, representations and warranties customary for an agreement of this type. The Company agreed to provide indemnification and contribution to the Sales Agent against certain liabilities, including liabilities under the Securities Act.

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The Company currently intends to use the net proceeds, after deducting the Sales Agent’s commission and the Company’s offering expenses, that it receives upon the issuance and sale of Shares to or through the Sales Agent for working capital and general corporate purposes.

A copy of the Sales Agreement is filed as Exhibit 1.1 to this Current Report on Form 8-K, and the description above is qualified in its entirety by reference to the full text of such exhibit. A copy of the opinion of Fennemore Craig, P.C. relating to the validity of the Shares that may be sold pursuant to the Sales Agreement is filed herewith as Exhibit 5.1.

This Current Report on Form 8-K does not constitute an offer to sell or the solicitation of an offer to buy, and the Shares cannot be sold in any state or jurisdiction in which the offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any state or jurisdiction. Any offer will be made only by means of a prospectus, consisting of a prospectus supplement and the accompanying base prospectus, forming a part of the effective registration statement.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
1.1		Sales Agreement, dated as of June 20, 2025, between CleanCore Solutions, Inc. and Curvature Securities LLC
5.1		Opinion of Fennemore Craig, P.C.
23.1		Consent of Fennemore Craig, P.C. (included in Exhibit 5.1)
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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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 hereunto duly authorized.

Date: June 20, 2025	CLEANCORE SOLUTIONS, INC.
	/s/ Clayton Adams
	Name:	Clayton Adams
	Title:	Chief Executive Officer

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FAQ

How much can ZONE raise through its new at-the-market (ATM) offering announced on June 20, 2025?

CleanCore Solutions (ZONE) can raise up to $8.5 million through the sale of Class B Common Stock under the ATM offering, as disclosed in their Sales Agreement with Curvature Securities LLC.

What commission will ZONE pay for the ATM offering sales?

ZONE will pay a total of 5% commission on sales - 3% to Curvature Securities LLC (the Sales Agent) and 2% to Boustead Securities LLC. Additional expenses include up to $50,000 in fees and expenses, plus quarterly maintenance fees up to $5,000 per quarter (maximum $20,000 per fiscal year).

How will ZONE use the proceeds from its June 2025 ATM offering?

CleanCore Solutions (ZONE) intends to use the net proceeds from the ATM offering for working capital and general corporate purposes, after deducting the Sales Agent's commission and offering expenses.

When does ZONE's ATM offering agreement with Curvature Securities expire?

The offering terminates upon either the sale of all shares under the prospectus supplement and base prospectus, or when either party terminates the agreement. Both ZONE and Curvature Securities can terminate the agreement with 5 days' prior notice.

Where will ZONE's ATM offering shares be traded?

The shares will be traded on the NYSE American LLC, where ZONE's Class B Common Stock is currently listed, through methods permitted by law deemed to be an 'at the market offering' as defined in Rule 415 under the Securities Act.