CleanCore Solutions, Inc. SEC Filings

CleanCore Solutions, Inc. (ZONE) filed a Form D reporting a Regulation D, Rule 506(b) exempt offering tied to equity and related warrants issued in 2025. The company, incorporated in Nevada in 2022, raised $175,000,420 in total offering proceeds and reports $0 remaining to be sold, with 87 total investors participating. Placement agents Maxim Group LLC and Curvature Securities LLC were engaged and received estimated cash commissions of $10,500,025 (approximately 6% of gross proceeds), plus warrants to purchase 5,250,013 Class B shares (3% of securities sold) and expense reimbursements. The notice lists equity, options/warrants, and the resulting security upon exercise as offered instruments. The filing states the minimum outside investment accepted was $0 and that the offering is not related to a business combination.

CleanCore Solutions, Inc. obtained written consent from its majority stockholder on September 3, 2025 to approve an amended and restated charter and a major expansion of its equity incentive plan, without holding a stockholder meeting or soliciting proxies. The Restated Charter removes the dual class structure so only one class of common stock remains and increases authorized common stock to 6,942,000,000 shares, plus 50,000,000 preferred shares. As of the record date, there were 1,875,795 class A shares and 14,104,499 class B shares outstanding, and Chairman and CEO Clayton Adams controlled about 60.10% of the total voting power. Adams converted all class A shares into class B shares on September 5, 2025, so no class A shares are currently outstanding. The Plan Amendment lifts the 2022 Equity Incentive Plan share reserve from 5,000,000 to 25,000,000 class B shares and includes an automatic annual increase equal to 5% of outstanding class B shares. The charter change becomes effective upon filing in Nevada after 20 days, and the plan changes take effect automatically 20 days after mailing this information statement.

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.

Travis Buchanan, President of CleanCore Solutions, Inc. (ZONE), reported transactions on 09/04/2025. The filing shows an acquisition of 1,333 Class B common shares by exercise of common stock purchase warrants at $1.06 per share, and a reported disposal of 283,269 Class B common shares. After the warrant exercise, the filing reports 3,333 Class B shares beneficially owned indirectly through ACME People Company. The derivative section confirms the 1,333-warrant exercise (exercise price $1.06; exercisable 04/16/2025; expiration 04/15/2030) and states zero derivative holdings following the reported transaction. The reporting person disclaims beneficial ownership except for pecuniary interest.

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.