CleanCore Solutions SEC Filings

Insider reported exchange between share classes at CleanCore Solutions, Inc. (ZONE). Clayton Adams, who is listed as Chief Executive Officer, a director and a 10% owner, filed a Form 4 reporting transactions dated 09/05/2025. The filing shows 1,875,795 shares of Class A common stock were disposed of (Transaction Code C) at a price of $0, leaving 0 Class A shares beneficially owned directly after the transaction. On the same date the filing reports 1,875,795 shares of Class B common stock were acquired (Transaction Code C) at a price of $0, resulting in 2,868,795 Class B shares beneficially owned directly following the transaction. The report is signed by Clayton Adams.

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.

Reporting persons increased and clarified holdings in CleanCore Solutions (ZONE). Mohammad Jawad Ansari, together with entities Basestones, Inc. and Bethor Ltd, filed an amendment to Schedule 13D reporting beneficial ownership of Class B common stock. Ansari directly and indirectly beneficially owns 1,323,707 shares, representing 11.8% of Class B; Bethor holds 1,112,500 shares (9.9%) and Basestones holds 211,207 shares (1.9%). The filing lists recent open-market sales by Bethor between July and September 2025 with specific share amounts and prices, and states no current plans for corporate actions such as mergers, board changes or asset sales. Ansari is president of Basestones and Bethor and may be deemed beneficial owner of their holdings. The filing discloses a prior conviction for Ansari and affirms no material civil judgments affecting securities-law compliance.

Bethor Ltd, a reporting person identified as a Director of CleanCore Solutions, Inc. (ZONE), reported multiple sales of Class B common stock in early September 2025. The Form 4 shows sales on 09/02/2025 (45,000 shares at $3.0376), 09/03/2025 (26,883 shares at $2.95) and 09/04/2025 (18,117 shares at $3.6103). After these dispositions the filing reports 1,112,500 Class B shares beneficially owned. The document is signed by Mohammad Ansari on 09/04/2025.

CleanCore Solutions Inc. discloses shareholder and offering details in a definitive information statement. The filing lists outstanding shares of class A (1,875,795) and class B (11,175,846) as of the record date and shows voting-power calculations reflecting 10 votes per class A share and 1 vote per class B share. The statement also authorizes potential securities issuance with a total aggregate consideration not to exceed $250 million (or 250 million class B shares), permits a maximum issuance discount of 90% to market price, and allows such offerings to occur on or before 90 days following the information statement date.

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.

Prospectus supplement excerpts for CleanCore Solutions, Inc. (ZONE) disclose capital structure items and the types of terms that may apply to offered debt and other securities. As of August 28, 2025 there were 13,770,213 shares of class B common stock outstanding, excluding 1,875,795 class B shares issuable on conversion of class A common stock, 983,125 shares issuable upon exercise of outstanding options (weighted average exercise price $2.96), 752,577 shares issuable upon vesting of restricted stock units, 888,695 shares reserved for future issuance under the 2022 equity incentive plan, and 246,999 shares issuable upon exercise of outstanding warrants (weighted average exercise price $3.49).

The base prospectus describes potential debt securities features including title and ranking, pricing, maturities, interest rates and calculation methods, redemption and sinking fund provisions, conversion/exchange terms, denominations, currencies, guarantees by subsidiaries, events of default, trustee rights, permitted amendments and limitations on amendments that would adversely affect holders. It also details warrant, subscription right, purchase contract and unit terms that may be established in supplements.

Prospectus supplement for debt securities describes terms and potential dilution for CleanCore Solutions Inc. (ZONE). The document lists convertible and exercisable instruments including 1,875,795 class B shares issuable on conversion of class A shares, 983,125 shares issuable on exercise of outstanding options (weighted average exercise price $2.96), 752,577 shares issuable upon restricted stock unit vesting, 888,695 shares reserved for future issuance under the 2022 equity incentive plan, and 246,999 shares issuable on exercise of outstanding warrants (weighted average exercise price $3.49).

The filing reports a historical net tangible book value (deficit) per share of $(0.28) as of June 30, 2025, and a pro forma net tangible book value per share of $0.11 as of that date. The prospectus supplement explains the possible terms of debt, warrants, subscription rights, purchase contracts and units, and describes amendment, default, defeasance and trustee procedures. It incorporates the company’s Annual Report for the fiscal year ended June 30, 2025, and an 8-K filed August 22, 2025.

CleanCore Solutions, Inc. (ZONE) filed an amended shelf registration (Form S-3/A) that sets out the offering mechanics and potential terms for multiple security types including debt securities, warrants, subscription rights, purchase contracts and units. The filing lists detailed items that will be specified in prospectus supplements such as interest and redemption terms for debt, conversion/exchange and guarantee provisions, exercise and antidilution provisions for warrants, subscription pricing and transferability, and settlement mechanics for purchase contracts and units. It also incorporates by reference the company's Annual Report for the year ended June 30, 2025 and Current Report on Form 8-K filed August 22, 2025, and attaches exhibits including a form of indenture, warrants and counsel and accountant consents.