false
0001956741
0001956741
2026-03-04
2026-03-04
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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):
March 10, 2026 (March 4, 2026)
| 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.
Termination of Asset Management Agreement
As previously disclosed in a Current Report on
Form 8-K filed with the U.S. Securities and Exchange Commission (the “Commission”) on September 5, 2025 (the “8-K”),
in connection with the offering and use of proceeds described in the 8-K, on September 5, 2025, CleanCore Solutions, Inc. (the “Company”)
entered into an asset management agreement (the “Asset Management Agreement”) with Dogecoin Ventures, Inc., a wholly-owned
subsidiary of House of Doge Inc. (the “Asset Manager” or “DCV”)), and 21Shares US LLC (“21Shares”),
pursuant to which the Company appointed the Asset Manager to provide discretionary asset management services and appointed 21Shares to
provide non-discretionary recommendations to the Asset Manager.
On March 9, 2026, the Company, the Asset
Manager and 21 Shares entered into an Agreement of Termination and Release (the “AMA Termination Agreement”), whereby
the termination of the Asset Management Agreement was effected. Pursuant to the AMA Termination Agreement, the Company agreed to transfer
an aggregate amount of 70,000,000 Dogecoin tokens as follows: (i) 61,250,000 Dogecoin tokens to DCV and (ii) 8,750,000 Dogecoin tokens
to 21Shares. Additionally, the parties thereto have entered into a release of the obligations under the Asset Management Agreement, and
that certain Strategic Advisor Agreement dated September 5, 2025 by and between the Company and DCV, other than certain enumerated provisions
that survive termination of such agreement.
The foregoing summary of the terms and conditions
of the Asset Management Agreement and the AMA Termination Agreement do not purport to be complete and are qualified in their entirety
by reference to the full text of the Asset Management Agreement and the AMA Termination Agreement attached as an exhibit hereto, which
is incorporated herein by reference.
Termination of Consulting Agreement
As previously disclosed in the 8-K, on September
5, 2025, the Company entered into an executive consulting agreement (the “Consulting Agreement”) with Marco Margiotta,
pursuant to which Mr. Margiotta agreed to serve as Chief Investment Officer of the Company, as an independent contractor.
On March 4, 2026, the Company and Mr.
Margiotta entered into an Agreement of Termination and Release (the “Consulting Agreement Termination Agreement”),
whereby the termination of the Consulting Agreement was effected. Pursuant to the Consulting Agreement Termination Agreement, the Company
agreed to pay to Mr. Margiotta $500,000 cash. Additionally, the parties thereto have entered into a release of the obligations under the
Consulting Agreement.
The foregoing summary of the terms and conditions
of the Consulting Agreement and the Consulting Agreement Termination Agreement do not purport to be complete and are qualified in their
entirety by reference to the full text of the Consulting Agreement and the Consulting Agreement Termination Agreement attached as an exhibit
hereto, which is incorporated herein by reference.
Item 5.02 Departure of Directors or Certain
Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Resignation of Chief Investment Officer
Effective March 4, 2026, in connection with the execution and delivery
of the Consulting Agreement Termination Agreement, Mr. Margiotta resigned as Chief Investment Officer.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. |
|
Description of Exhibit |
| 10.1 |
|
Asset Management Agreement, dated September 5, 2025, among CleanCore Solutions, Inc., Dogecoin Ventures, Inc. and 21Shares US LLC (incorporated by reference to Current Report on Form 8-K filed with the Commission on September 5, 2025) |
| 10.2 |
|
Termination and Release Agreement among CleanCore Solutions, Inc, Dogecoin Ventures, Inc. and 21Shares US LLC |
| 10.3 |
|
Executive Consulting Agreement, dated September 5, 2025, between CleanCore Solutions, Inc. and Marco Margiotta (incorporated by reference to Current Report on Form 8-K filed with the Commission on September 5, 2025) |
| 10.4 |
|
Termination and Release Agreement between CleanCore Solutions, Inc. and Marco Margiotta |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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: March 10, 2026 |
CLEANCORE SOLUTIONS, INC. |
| |
|
| |
/s/ Clayton Adams |
| |
Name: |
Clayton Adams |
| |
Title: |
Chief Executive Officer |
