CleanCore Solutions, Inc. SEC Filings

CleanCore Solutions, Inc. insider updates ownership through tax-related share surrender

CleanCore Solutions, Inc. director and Chief Financial Officer David Enholm reported a change in his holdings of the company’s common stock. On December 31, 2025, he entered into a Share Surrender Agreement with the company and surrendered 265,000 shares of common stock back to the issuer for cancellation. The disclosure states that this was done for tax planning purposes and that he received no consideration from the company for the surrendered shares.

Following this transaction, Enholm beneficially owns 27,300 shares of common stock, held directly. The filing reflects an administrative update to his reported ownership rather than a market sale of shares.

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. insider David Enholm, a director and the company’s Chief Financial Officer, reported buying additional common stock of the company. On 12/01/2025, he acquired 18,750 shares of CleanCore Solutions common stock in an open market purchase at a price of $0.2984 per share. Following this transaction, he beneficially owns 292,300 shares of the company’s common stock held directly.

CleanCore Solutions, Inc. received a Schedule 13G disclosing that MMCAP International Inc. SPC and MM Asset Management Inc. together beneficially own 12,157,323 Class B common shares, representing 5.5% of the class. All of these shares are held with shared voting and dispositive power, with no sole voting or dispositive authority reported.

The position consists of 11,157,323 Class B shares plus 1,000,000 additional shares underlying warrants. The warrants are subject to a 4.99% ownership cap, so the warrant shares are excluded from the 5.5% beneficial ownership calculation. The reporting holders certify that the securities were not acquired to change or influence control of CleanCore Solutions and are reported on a passive basis.

Ayrton Capital LLC, Alto Opportunity Master Fund, and Waqas Khatri filed a Schedule 13G reporting a passive stake in CleanCore Solutions (Class B Common Stock). They disclose beneficial ownership of 750,000 shares, equal to 5.45% of the class, with sole voting and dispositive power over those shares. The event date is September 30, 2025. Ayrton is the investment manager to Alto, and Khatri is Ayrton’s managing member.

The percentage is based on 13,770,213 shares outstanding as of August 28, 2025, cited from a Form 424B5. The filers certify the securities were acquired and are held in the ordinary course of business and not for the purpose of changing or influencing control.

CleanCore Solutions (ZONE) reported a sharply wider quarterly loss while launching a Dogecoin-focused treasury strategy. For the quarter ended September 30, 2025, revenue rose to $904,699, up from $364,900, with gross profit of $536,470. Net loss expanded to $13,367,699 as operating expenses increased and digital assets were marked to market under new crypto accounting.

The company closed a pre-funded warrant financing on September 5, generating approximately $164,257,145 in net proceeds. Most of the balance was used to acquire Dogecoin, lifting total assets to $185,730,454, including $163,852,717 of digital assets at period-end. A fair-value decrease in Dogecoin contributed $4,997,173 to other expense.

Cash and cash equivalents were $12,914,595. Management states that current resources are insufficient for planned expenditures over the next 12 months, raising substantial doubt about continuing as a going concern. As of November 10, 2025, 201,309,022 common shares were outstanding.

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. filed an automatic shelf on Form S-3 registering 198,824,705 shares of common stock for resale by selling stockholders. The company states it will not receive proceeds from these resale transactions, though it may receive funds if certain warrants held by the selling stockholders are exercised.

Our common stock trades on NYSE American under “ZONE.” On November 5, 2025, the last reported sale price was $1.20 per share. Shares outstanding were 201,298,472 as of November 6, 2025. The resale pool includes 173,321,492 shares issued to selling stockholders and 25,503,213 shares issuable upon warrant exercise, with beneficial ownership limits of 4.99% (or 9.99% at holder election). Examples include Dogecoin Ventures, Inc. 24,000,034; GSR Markets Switzerland GmbH 8,700,000.

The selling stockholders may sell from time to time in public or private transactions at fixed, market, related, or negotiated prices, using methods described under “Plan of Distribution.”