Zone Frontier Inc. 8-K Filings

CleanCore Solutions, Inc. (ticker ZONE) reports an update on a previously priced best efforts public equity offering. On August 11, 2026, the company priced a best efforts public offering of 275,829,576 shares of common stock, together with pre-funded warrants to purchase up to 124,170,424 shares of common stock and accompanying warrants to purchase up to 400,000,000 shares of common stock.

As of August 20, 2026, CleanCore Solutions, Inc. had 502,090,260 shares of common stock outstanding as a result of issuing the 275,829,576 shares in this offering. The company remains listed on the NYSE American under the symbol ZONE.

CleanCore Solutions, Inc. (ticker ZONE) reported that it is changing its corporate name to Zone Frontier Inc. through a Certificate of Amendment filed in Nevada. The name change is scheduled to become effective at 5:00 p.m. Pacific Time on August 31, 2026. Common stock will continue to trade on the NYSE American under the symbol ZONE, and the change will not affect stockholder rights, certificates, or book-entry positions. Management states that the new name aligns with its focus on developing next-generation data center campuses and AI-related digital infrastructure.

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.

CleanCore Solutions, Inc. entered into multiple agreements with a development partner and Cerebras Systems to form a joint venture that will finance, build and operate an approximately 55 MW AI data center campus in Minnesota. The venture is anchored by a 10-year Colocation Services Agreement under which OpCo will provide Cerebras with 40 MW of critical IT load in a Tier 3 facility that is 100% pre-leased.

The Cerebras contract has an estimated value of about $800,000,000 over the initial term and could exceed $3,000,000,000 if two 10-year renewal options are exercised. CleanCore will own 79% of the JV Company, contribute up to $500,000,000 of capital commitments against an initial approved project budget of $479,000,000, and make an initial $40,000,000 capital contribution, while PartnerCo contributes project assets, development services and software.

Available cash will initially be distributed 93% to CleanCore and 7% to PartnerCo until a defined priority return is achieved, after which distributions will follow equity ownership. The company notes significant risks around capital funding, execution, data-center market conditions and broader going-concern uncertainties related to its AI infrastructure strategy.

CleanCore Solutions, Inc. entered definitive agreements with HST Technologies to form a joint venture focused on high-performance computing and AI data center facilities. The structure contemplates aggregate capital commitments of up to $2,000,000,000, including up to $100,000,000 in cash from CleanCore over nine months for a 99% capital interest.

HST contributes project assets and a platform license for a 1% capital interest and a 20% carried participation, while managing the venture subject to CleanCore approval on major decisions. CleanCore receives a return of capital plus a 12% preferred return before profits are split 80% to CleanCore and 20% to HST, and from January 1, 2035 it gains an annual option to buy out HST’s carried interest at fair market value.

The first project is a 200-megawatt data center campus in West Texas, with potential expansion to more than 500 megawatts by 2030. CleanCore expects to fund $100,000,000 for this campus by the first quarter of 2027, positioning the company toward AI infrastructure development while highlighting substantial execution, financing, construction, and market risks in its forward-looking statements.

CleanCore Solutions, Inc. updated the compensation package of its Chief Financial Officer, David J. Enholm. Effective July 1, 2026, his annual base salary was reduced from $75,000 to $62,400 at his request, and he waived cash payout for any unused paid time off.

In return, the company granted Mr. Enholm 80,000 restricted stock units under its 2022 Equity Incentive Plan, each convertible into one share upon vesting. Unvested RSUs fully vest on events such as death, disability, retirement, or termination without cause, and are forfeited on other separations. Both the side letter and RSU agreement include clawback provisions tied to issues with the company’s Form 10-K, allowing suspension, forfeiture, or recoupment of RSUs after notice and response rights.

CleanCore Solutions, Inc. entered into a Controlled Equity Sales Agreement with Cantor Fitzgerald & Co. and Curvature Securities LLC to sell up to $750,000,000 of common stock in at-the-market and other permitted transactions under its shelf registration.

The company will pay up to 3.0% in commissions and plans to use net proceeds primarily for its AI Critical Infrastructure Business, as well as general corporate purposes and potential disposition of its cleaning products business and wind-down of its digital asset treasury strategy.

CleanCore also terminated a prior at-the-market agreement with Maxim Group LLC and Curvature, agreeing to pay Maxim $1,000,000 and Curvature $500,000, reduce warrant exercise prices on an aggregate 5,250,013 shares, and grant Curvature a 0.20% fee on future at-the-market agreements for two years.

CleanCore Solutions, Inc. is undertaking a major strategic pivot from its legacy cleaning products and Dogecoin-focused treasury businesses toward becoming an AI critical infrastructure company. Tyler Hassen has been appointed Chief Executive Officer and to the board to lead this transition.

The company has signed a non-binding letter of intent to acquire a majority stake in a special purpose vehicle for a proposed data center project in the Midwestern United States, but it has not yet acquired any sites, begun construction, or generated revenue from this business. CleanCore is exploring the sale of its cleaning products segment and the disposition of its Dogecoin holdings; by June 2, 2026 it had sold about 200,000,000 Dogecoin for roughly $18.4 million and transferred 70,000,000 Dogecoin for approximately $6.8 million of professional services.

As of March 31, 2026, the company reported cash and cash equivalents of about $4.1 million, restricted cash of roughly $13 million, and an accumulated deficit of approximately $169 million, while holding around 463,060,889 Dogecoin valued at about $44.3 million as of June 2, 2026. Management emphasizes that the AI Critical Infrastructure Business is highly speculative, unproven, capital-intensive, and at a very early stage, and risk disclosures note conditions that raise substantial doubt about the company’s ability to continue as a going concern if it cannot execute its plan or raise sufficient capital.

CleanCore Solutions, Inc. reported a board change involving its senior leadership. On May 21, 2026, director David Enholm resigned from the Board of Directors, effective immediately, while continuing in his role as Chief Financial Officer. The company stated that his resignation was not due to any disagreement regarding operations, policies, or practices.

To fill the vacant seat, the Board appointed Chief Executive Officer Tyler Hassen as a director, also effective May 21, 2026. Hassen, age 43, has been CEO since March 16, 2026 and brings prior leadership experience from Stable Crest Holdings, the U.S. Department of the Interior, Basin Holdings, and Wenzel Downhole Tools. The company disclosed that there are no special arrangements, family relationships, or related-party transactions connected to his appointment.

CleanCore Solutions, Inc. is warning that investors should no longer rely on its previously issued unaudited financial statements for the quarter ended March 31, 2026. The company found an error tied to cancelling an asset management agreement that involved a non-cash transfer of 70,000,000 Dogecoins that was never recorded or independently verified.

This mistake caused digital assets to be overstated and both net loss and general and administrative expenses to be understated. Management concluded there was a material weakness in internal control over financial reporting related to its Digital Asset Reconciliation Control and is updating reconciliation procedures, close checklists, and adding secondary reviews for digital asset transfers over $100,000. CleanCore plans to file an amended Form 10-Q to restate the quarter’s financials.

CleanCore Solutions, Inc. announced a leadership change, with Clayton Adams resigning as Chief Executive Officer and the Board appointing Tyler Hassen as the new Chief Executive Officer. Mr. Adams will remain on the Board and continue as General Manager, overseeing operational matters for the United States and Irish entities.

In connection with Mr. Adams’ resignation, the company agreed to pay him a cash amount of $500,000 under an Agreement of Termination and Release, which also includes mutual releases related to his prior employment agreement. Mr. Hassen’s Executive Employment Agreement provides a base salary of $500,000, eligibility for a $250,000 signing bonus upon completion of a Qualified Financing, and a target annual performance bonus equal to 100% of base salary.

Subject to Board approval and plan terms, Mr. Hassen will receive a restricted stock award equal to approximately 3.0% of CleanCore’s fully diluted capitalization, aligning a portion of his compensation with the company’s equity value.

CleanCore Solutions, Inc. terminated its prior digital asset management arrangements and related consulting role tied to Dogecoin holdings. The company entered an Agreement of Termination and Release for its Asset Management Agreement with Dogecoin Ventures, Inc. and 21Shares US LLC, transferring a total of 70,000,000 Dogecoin tokens, including 61,250,000 tokens to Dogecoin Ventures and 8,750,000 tokens to 21Shares. CleanCore also terminated its executive Consulting Agreement with Marco Margiotta, agreeing to pay him $500,000 in cash, and he resigned as Chief Investment Officer effective March 4, 2026. The parties mutually released most obligations under the terminated agreements, with certain provisions surviving.

CleanCore Solutions, Inc. reported the results of its 2025 annual stockholder meeting held on December 17, 2025. A total of 73,585,935 shares were represented in person or by proxy, which was 36.56% of the common stock outstanding as of the October 27, 2025 record date, allowing the meeting to reach a quorum.

Stockholders elected five directors — Clayton Adams, David Enholm, Alexander Benjamin Spiro, Peter Frei, and Tim Stebbing — to serve until the next annual meeting. Each director nominee received over 70 million votes “for,” with a smaller number of votes withheld and broker non-votes recorded.

Stockholders also ratified the appointment of TAAD, LLP as the independent registered public accounting firm for the fiscal year ending June 30, 2026, with 71,296,805 votes for, 288,988 against, and 2,000,142 abstentions. These results confirm stockholder support for the company’s current board and auditor.

CleanCore Solutions, Inc. (ZONE) reported that it furnished a press release announcing its financial results for the quarter ended September 30, 2025. The release is included as Exhibit 99.1 to the current report on Form 8-K. The company noted that information provided under Item 2.02 is furnished and not deemed filed under the Exchange Act.

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.

CleanCore Solutions, Inc. amended an 8-K to disclose investor protections and commercial arrangements tied to a prior offering. The company granted purchasers registration rights requiring a Form S-3 filing within 20 calendar days of closing and an effectiveness deadline of 30 days (or 90 days if the SEC conducts a full review). Failure to meet these obligations or to keep the registration effective triggers partial liquidated damages of $1,000 per day payable to each purchaser, with interest at 18% per annum after seven days of nonpayment. Placement agent warrants are exercisable at $1.33 subject to standard adjustments and may be exercised on a cashless basis if resale registration is unavailable. The company entered an Asset Management Agreement for its treasury assets and granted the CEO an irrevocable option to direct a spin-off or to acquire the legacy business within a defined window, with the option price assuming at least $500,000 in unrestricted cash for the legacy business.

CleanCore Solutions, Inc. (ZONE) disclosed multiple material agreements shifting the company toward a Dogecoin-focused treasury strategy while documenting related governance, compensation and registration arrangements. The company appointed Dogecoin Ventures, Inc. as discretionary Asset Manager and 21Shares US LLC as advisor to manage Treasury Assets comprised primarily of Dogecoin acquired with Offering proceeds; custody will be with Bitstamp/BitGo in cold storage and holdings will be measured at fair value with changes reflected in earnings. The filing grants sizable warrants to placement agents and Dogecoin Ventures, and awards restricted stock units and multi-year compensation packages to the CEO and new directors. A unilateral Option Agreement gives the CEO a 180-day-to-3-year window to spin off or acquire the company’s Legacy Business under negotiated terms. The filing also sets out registration rights, cash liquidated-damages remedies for registration failures, and enumerates regulatory, market and execution risks tied to Dogecoin exposure.

CleanCore Solutions, Inc. amended an existing at-the-market (ATM) sales agreement with Maxim Group LLC and Curvature Securities LLC to permit up to $1,150,000,000 aggregate sales of its Class B common stock under its effective Form S-3 registration statements. The filings referenced prospectus supplements and base prospectuses effective June 4 and August 29, 2025 for the ATM program. Separately, the company converted four outstanding promissory notes into equity: it cancelled a total of $4,000,979 of principal and interest and issued 1,871,681 shares of Class B common stock in exchange (415,584; 212,195; 243,902; and 1,000,000 shares respectively). The filing includes counsel opinion and consent exhibits and is signed by CEO Clayton Adams.

CleanCore Solutions, Inc. furnished a press release announcing its financial results for the fiscal year ended June 30, 2025. The company used a current report to make the August 22, 2025 press release available to investors.

The press release is included as Exhibit 99.1, while an Inline XBRL cover page file is listed as Exhibit 104. The company states that the information in this report and Exhibit 99.1 is being furnished rather than filed, which limits how it is treated under certain securities law liability provisions.

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.