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

Rhea-AI Filing Summary

CleanCore Solutions, Inc. amended its bylaws to change the stockholder meeting quorum requirement. Effective October 22, 2025, a quorum is reached when holders of one-third of the outstanding shares entitled to vote are present in person or by proxy, except as otherwise provided by law or the Company’s governing documents.

The change from a majority threshold lowers the attendance needed to conduct official business at stockholder meetings.

Insights

Corporate governance analyst

Routine bylaw update lowering quorum to one-third; neutral impact.

CleanCore Solutions (ZONE) adopted a bylaw amendment making one-third of outstanding voting shares sufficient to constitute a quorum at stockholder meetings, replacing the prior majority threshold. This can make meetings easier to convene and proceed.

The amendment became effective on October 22, 2025. Actual effects depend on attendance patterns and proposal mix; the filing does not alter economics or operations.

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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)

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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: October 28, 2025	CLEANCORE SOLUTIONS, INC.
	/s/ Clayton Adams
	Name: Clayton Adams
	Title: Chief Executive Officer

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FAQ

What did CleanCore Solutions (ZONE) change in its bylaws?

It reduced the stockholder meeting quorum requirement from a majority to one-third of outstanding shares entitled to vote.

When did the quorum change at CleanCore Solutions take effect?

The amendment was adopted and effective on October 22, 2025.

Which SEC form disclosed CleanCore Solutions’ quorum change?

An 8-K under Item 5.03 (Amendments to Articles of Incorporation or Bylaws).

Does CleanCore Solutions (ZONE) specify any exceptions to the new quorum rule?

Yes. Exceptions may apply as provided by law, Articles of Incorporation, or Bylaws.

What exchange lists CleanCore Solutions’ common stock and under what ticker?

NYSE American lists the common stock under ticker ZONE.