CleanCore Solutions (NYSE American: ZONE) prices $100M equity and warrant offering
Rhea-AI Filing Summary
CleanCore Solutions, Inc. entered into a securities purchase agreement and priced a best efforts public offering of common stock, pre-funded warrants and investor warrants for aggregate gross proceeds of approximately $100,000,000 at a combined public offering price of $0.25 per share of common stock and accompanying warrant (or $0.2499 per pre-funded warrant and accompanying warrant).
The structure includes 275,829,576 shares of common stock, pre-funded warrants to purchase up to 124,170,424 shares, and accompanying investor warrants to purchase up to 400,000,000 shares, with pre-funded warrants exercisable at $0.0001 per share and investor warrants exercisable at $0.25 per share for five years. CleanCore will pay an 8.0% cash fee on gross proceeds to the placement agent and capital markets advisor, is subject to a 90‑day restriction on issuing additional equity or equivalents and a 180‑day restriction on entering into variable rate transactions, and certain directors and executives are subject to a 90‑day lock-up.
Positive
- None.
Negative
- None.
Filing Explained
The priced offering had not closed; completion would add shares and potentially warrants, reducing existing holders’ percentage ownership.
CleanCore Solutions reported on
The package includes common shares, pre-funded warrants exercisable immediately at
The filing distinguishes committed offering proceeds from contingent warrant capacity: the offering is expected to generate approximately
As of
The stated resolution point is the expected closing on or about
Sources and calculations
- CleanCore Solutions, Inc. Form 8-K (2026-08-11)
- Form 8-K purpose (2026-07-17)
- Dilution definition (2026-07-17)
- Pre-funded warrant definition (2026-07-17)
- CleanCore Solutions, Inc. latest quarterly fundamentals (2026Q3)
- Cash and equivalents vs quarterly operating cash outflow, in days of cash use $4,052,657 / ($7,648,162 / 90) = [object Object]
8-K Event Classification
Key Figures
Key Terms
best efforts public offering financial
Pre-Funded Warrants financial
Investor Warrants financial
Variable Rate Transaction financial
Lock-Up Agreements financial
FAQ
What did CleanCore Solutions (ZONE) announce in this 8-K?
How large is the CleanCore Solutions (ZONE) offering and at what price?
What securities are included in CleanCore Solutions’ (ZONE) transaction?
What are the key terms of the warrants issued by CleanCore Solutions (ZONE)?
How will CleanCore Solutions (ZONE) use the proceeds from the offering?
What lock-up and issuance restrictions apply to CleanCore Solutions (ZONE)?
AI-generated analysis. How Rhea-AI works. Not financial advice.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
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Item 1.01 Entry into a Material Definitive Agreement.
On August 11, 2026, CleanCore Solutions, Inc., a Nevada corporation (the “Company”), priced a best efforts public offering of 275,829,576 shares (the “Shares”) of the Company’s common stock, par value $0.0001 per share (“Common Stock”), pre-funded warrants to purchase up to 124,170,424 shares of Common Stock (the “Pre-Funded Warrants”) and accompanying warrants to purchase up to 400,000,000 shares of Common Stock (the “Investor Warrants” and, together with the Shares and the Pre-Funded Warrants, the “Securities”) at a combined public offering price of $0.25 per share of Common Stock and accompanying Investor Warrant (or $0.2499 per Pre-Funded Warrant and accompanying Investor Warrant), for aggregate gross proceeds to the Company of approximately $100,000,000, before deducting placement agent fees and estimated offering expenses payable by the Company (the “Offering”).
In connection with the Offering, the Company entered into a securities purchase agreement (the “Purchase Agreement”) with certain institutional investors named on the signature pages thereto (the “Purchasers”), while other investors purchased Securities directly pursuant to the prospectus supplement relating to the Offering.
Certain investors elected to purchase Pre-Funded Warrants in lieu of Shares, including to avoid exceeding applicable beneficial ownership limitations. The Pre-Funded Warrants are immediately exercisable at a nominal exercise price of $0.0001 per share and will not expire until exercised in full. The Investor Warrants have an exercise price of $0.25 per share, are exercisable immediately upon issuance and expire on the fifth anniversary of the initial exercise date.
The Purchase Agreement contains customary representations, warranties and agreements of the Company and the Purchasers and customary indemnification rights and obligations of the parties. Pursuant to the Purchase Agreement, the Company agreed for a period of 90 days following the closing of the Offering not to issue, enter into any agreement to issue or announce the issuance or proposed issuance of shares of Common Stock or any Common Stock Equivalents (as defined in the Purchase Agreement), subject to certain exceptions described in the Purchase Agreement. The Company has also agreed for a period of 180 days following the date of the Purchase Agreement not to enter into a Variable Rate Transaction (as defined in the Purchase Agreement), subject to certain exceptions described in the Purchase Agreement. Additionally, certain of the Company’s directors and executive officers agreed to be subject to a lock-up period of 90 days following the closing of the Offering pursuant to Lock-Up Agreements entered into with the Placement Agent (as defined below).
Pursuant to a placement agency agreement dated as of August 11, 2026 (the “Placement Agency Agreement”), the Company engaged Curvature Securities, LLC (“Curvature” or the “Placement Agent”) to act as sole placement agent in connection with the Offering on a “reasonable best efforts” basis. The Company has agreed to pay an aggregate cash fee equal to 8.0% of the aggregate gross proceeds of the Offering, of which 5.0% will be paid to the capital markets advisor.
The foregoing descriptions of the Purchase Agreement, the Placement Agency Agreement, the Pre-Funded Warrants, the Investor Warrants and the Lock-Up Agreements are qualified in their entirety by reference to the full text of the forms thereof, which are attached as Exhibits 10.1, 10.2, 4.1, 4.2 and 10.3, respectively, hereto and incorporated by reference herein. A copy of the opinion of Lucosky Brookman LLP relating to the validity of the Shares and the shares of Common Stock issuable upon exercise of the Pre-Funded Warrants and Investor Warrants is filed herewith as Exhibit 5.1.
1
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 4.1 | Form of Pre-Funded Common Stock Purchase Warrant | |
| 4.2 | Form of Common Stock Purchase Warrant | |
| 5.1 | Opinion of Lucosky Brookman LLP | |
| 10.1 | Form of Securities Purchase Agreement, dated as of August 11, 2026 | |
| 10.2 | Placement Agency Agreement, dated August 11, 2026, by and between CleanCore Solutions, Inc. and Curvature Securities, LLC | |
| 10.3 | Form of Lock-Up Agreement | |
| 99.1 | Launch Press Release, dated August 10, 2026 | |
| 99.2 | Pricing Press Release, dated August 11, 2026 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
2
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: August 12, 2026 | CLEANCORE SOLUTIONS, INC. | |
| /s/ Tyler Hassen | ||
| Name: | Tyler Hassen | |
| Title: | Chief Executive Officer | |
3
Exhibit 99.1
CleanCore Solutions, Inc. (NYSE AMERICAN: ZONE) Announces Proposed Public Offering
HOUSTON, TX, August 10, 2026 /PRNewswire/ – CleanCore Solutions, Inc. (NYSE American: ZONE) (“CleanCore” or the “Company”), a company building the critical infrastructure that powers the AI economy, today announced that it has commenced a best-efforts public offering (the “Offering”) of its common stock (or pre-funded warrants to purchase shares of common stock in lieu thereof) and accompanying warrants to purchase shares of common stock. All of the securities in the Offering are to be sold by CleanCore.
Curvature Securities LLC is acting as the sole placement agent to the Company for the proposed Offering. The proposed Offering is subject to market and other conditions, and there can be no assurance as to whether or when the Offering may be completed or as to the actual size or terms of the Offering.
CleanCore intends to use the net proceeds from the Offering primarily to fund the development of AI critical infrastructure opportunities, including the Minnesota Project, and for working capital and general corporate purposes.
The shares of common stock, pre-funded warrants and warrants are being offered pursuant to a registration statement on Form S-3 (File No. 333-289867), which was previously filed with and subsequently declared effective by the Securities and Exchange Commission (the “SEC”) on August 29, 2025. The Offering will be made only by means of a prospectus supplement and accompanying prospectus that form a part of the registration statement. A copy of the preliminary prospectus supplement relating to and describing the terms of the Offering will be filed with the SEC and will be available for free on the SEC’s website at www.sec.gov. Copies of the preliminary prospectus supplement and the accompanying prospectus may also be obtained, when available, from Curvature Securities LLC, 39 Main Street, Chatham, NJ 07928, or by telephone at (908) 944-9400, or by email at IB@curvaturesecurities.com.
This press release does not constitute an offer to sell or a solicitation of an offer to buy the securities in the Offering, nor shall there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or other jurisdiction.
About CleanCore Solutions, Inc.
CleanCore Solutions, Inc. (NYSE American: ZONE) is helping to build the critical infrastructure that powers the AI economy. Through a growing pipeline of projects, ZONE aims to help meet the increasing demand for compute capacity, power, and digital infrastructure required by the world’s leading AI companies.
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements include, but are not limited to, statements regarding the anticipated Offering, Forward-looking statements are generally identified by words such as “anticipates,” “believes,” “expects,” “intends,” “plans,” “may,” “will,” “could,” “should,” “estimates,” “projects,” “potential,” “focused on,” “aims,” “expand,” “expected,” “look forward,” and similar expressions. These forward-looking statements are based on management’s current expectations and assumptions as of the date of this press release and are subject to significant risks, uncertainties, and other factors that could cause actual results to differ materially from those expressed or implied. Such risks and uncertainties include, but are not limited to: the Company’s ability to complete the Offering; volatility in the price of the Company’s common stock and warrants; general economic and market conditions; the Company’s ability to receive the necessary regulatory approvals for the Offering; and, the Company’s ability to raise additional funding and other competitive developments.
For a more complete discussion of risks and uncertainties, please refer to the Company’s filings with the SEC, including the “Risk Factors” section of the Company’s most recent Annual Report on Form 10-K or Quarterly Report on Form 10-Q. The Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by law. All forward-looking statements are qualified in their entirety by this cautionary statement.
MEDIA CONTACT
Marcy Simon
Marcy@agentofchange.com
+19178333392
SOURCE CleanCore Solutions, Inc.
Exhibit 99.2
CleanCore Solutions, Inc. (NYSE American: ZONE) Announces Pricing of $100 Million Public Offering
HOUSTON, TX, August 11, 2026 /PRNewswire/ – CleanCore Solutions, Inc. (NYSE American: ZONE) (“CleanCore” or the “Company”), a company building the critical infrastructure that powers the AI economy, today announced the pricing of its previously announced public offering (the “Offering”) of 400,000,000 shares of common stock (or pre-funded warrants in lieu thereof) and accompanying warrants to purchase up to 400,000,000 shares of common stock. Each share of common stock and accompanying warrant is being offered at a combined public offering price of $0.25, for expected gross proceeds of approximately $100,000,000, before deducting placement agent discounts and commissions and offering expenses. The pre-funded warrants have an exercise price of $0.0001 per share. Each accompanying warrant will be immediately exercisable at an exercise price of $0.25 per share of common stock and will expire five years following the date of issuance. If all accompanying warrants are exercised in full, the Company would receive additional gross proceeds of approximately $100,000,000, before deducting applicable expenses.
Curvature Securities LLC is acting as the sole placement agent for the Offering.
The Offering is expected to close on or about August 13, 2026, subject to satisfaction of customary closing conditions.
CleanCore intends to use the net proceeds from the Offering primarily to fund the development of AI critical infrastructure opportunities, including the Minnesota Project, and for working capital and general corporate purposes.
The shares of common stock, pre-funded warrants and warrants are being offered pursuant to a registration statement on Form S-3 (File No. 333-289867), which was previously filed with and subsequently declared effective by the Securities and Exchange Commission (the “SEC”) on August 29, 2025. The offering is being made only by means of a prospectus supplement which is a part of the effective registration statement. A preliminary prospectus supplement and the accompanying base prospectus relating to the public offering have been filed with the SEC and is available on the SEC’s website at www.sec.gov. Additionally, electronic copies of the preliminary prospectus supplement and the accompanying base prospectus may be obtained from Curvature Securities LLC, 39 Main Street, Chatham, NJ 07928, or by telephone at (908) 944-9400, or by email at IB@curvaturesecurities.com. The final terms of the Offering will be disclosed in a final prospectus supplement to be filed with the SEC, which will be available for free on the SEC’s website at www.sec.gov.
This press release does not constitute an offer to sell or a solicitation of an offer to buy the securities in the Offering, nor shall there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or other jurisdiction.
About CleanCore Solutions, Inc.
CleanCore Solutions, Inc. (NYSE American: ZONE) is helping to build the critical infrastructure that powers the AI economy. Through a growing pipeline of projects, ZONE aims to help meet the increasing demand for compute capacity, power, and digital infrastructure required by the world’s leading AI companies.
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements include, but are not limited to, statements regarding the Offering. Forward-looking statements are generally identified by words such as “anticipates,” “believes,” “expects,” “intends,” “plans,” “may,” “will,” “could,” “should,” “estimates,” “projects,” “potential,” “focused on,” “aims,” “expand,” “expected,” “look forward,” and similar expressions.
These forward-looking statements are based on management’s current expectations and assumptions as of the date of this press release and are subject to significant risks, uncertainties, and other factors that could cause actual results to differ materially from those expressed or implied. Such risks and uncertainties include, but are not limited to: the Company’s ability to complete the Offering; volatility in the price of the Company’s common stock and warrants; general economic and market conditions; the Company’s ability to receive the necessary regulatory approvals for the Offering; and, the Company’s ability to raise additional funding and other competitive developments.
For a more complete discussion of risks and uncertainties, please refer to the Company’s filings with the SEC, including the “Risk Factors” section of the Company’s most recent Annual Report on Form 10-K or Quarterly Report on Form 10-Q. The Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by law. All forward-looking statements are qualified in their entirety by this cautionary statement.
MEDIA CONTACT
Marcy Simon
Marcy@agentofchange.com
+19178333392
SOURCE CleanCore Solutions, Inc.