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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): October 28, 2025 (October
22, 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.) |
| 5920S.
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 |
| 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 5.03 Amendments
to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On
October 22, 2025, the Board of Directors of CleanCore Solutions, Inc. (the “Company”) adopted an amendment to the
Company’s Bylaws (the “Bylaw Amendment”) to reduce the quorum requirement for meetings of stockholders from
a majority to one-third of the outstanding shares. As amended by the Bylaw Amendment, the Company’s Bylaws now provide that, at
all meetings of the stockholders, the presence in person or by proxy of the holders of one-third of the shares issued and outstanding
and entitled to vote shall be necessary and sufficient to constitute a quorum for the transaction of business, except as otherwise provided
by law or by the Company’s Articles of Incorporation or Bylaws.
The
foregoing summary of the Bylaw Amendment does not purport to be complete and is qualified in its entirety by reference to the full text
of the Bylaw Amendment attached as an exhibit hereto, which is incorporated herein by reference.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits
| Exhibit
No. |
|
Description
of Exhibit |
| 3.1 |
|
Amendment No. 1 to Bylaws of CleanCore Solutions, Inc. |
| 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:
October 28, 2025 |
CLEANCORE
SOLUTIONS, INC. |
| |
|
| |
/s/
Clayton Adams |
| |
Name:
Clayton Adams |
| |
Title:
Chief Executive Officer |
