CleanCore Solutions, Inc. SEC Filings

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.

CleanCore Solutions, Inc. (ZONE) filed a shelf registration on Form S-3 to offer a range of securities including debt securities, warrants, subscription rights, purchase contracts, units and depositary shares. The prospectus describes detailed customizable terms for each series of debt securities such as interest rates, maturity dates, redemption and sinking-fund provisions, conversion/exchange features, currencies, and agents. Events of default include payment defaults, covenant breaches, and bankruptcy. The indenture permits specified amendments but lists material protections that cannot be changed without holder consent. The filing incorporates exhibits including an indenture, subscription and unit agreements, multiple common stock purchase warrants, legal opinions, consents, a trustee Form T-1 and related fees. The document is signed by CEO Clayton Adams and CFO David Enholm on August 26, 2025.

CleanCore Solutions Inc. discloses shareholder voting and beneficial ownership detail for Class A and Class B common stock and an authorization to issue securities. The record shows 1,875,795 shares of Class A and 11,175,846 shares of Class B outstanding on the record date, with holders of Class A entitled to 10 votes per share and Class B to 1 vote per share, and total issued shares noted as 1,875,795 (Class A) and aggregate voting power figures provided. The company proposes an offering program where aggregate consideration will not exceed $250 million (or 250 million Class B shares on conversion), with securities possibly issued at up to a 90% discount to market and offerings to occur within 90 days of the information statement. The filing lists individual beneficial ownership breakdowns and option/RSU exercise rights for named insiders without providing earnings or projected proceeds.

CleanCore Solutions, Inc. reported consolidated results for the year ended June 30, 2025 showing revenue of $986,465 with a gross margin near 48% and operating expenses that produced a net loss of $6,742,275. The company used $2,337,659 in operating cash and had significant noncash charges including a $261,250 impairment of a customer-relationship intangible. Management disclosed substantial doubt about the company’s ability to continue as a going concern and described financing and liability arrangements including multiple promissory notes and warrant issuances that reduced outstanding debt through conversions and financings. Concentration risk is notable: a small number of customers represented large percentages of revenue and accounts receivable. The company reports significant related-party and convertible financing activity, equity issuances, and expanded intangible and goodwill balances tied to recent acquisitions.

CleanCore Solutions Inc. (ZONE) disclosure lists principal holders and ownership percentages for a subset of insiders and related parties. The excerpt shows Travis Buchanan with 286,602 shares (about 2.77%), David Enholm with 299,106 shares (about 2.82%), Gary Hollst with 389,352 shares (about 3.77%), Brent Cox with 990,625 shares (about 9.49%), Peter Frei with 40,959 shares, and Mohammad Ansari with 1,461,207 shares (about 14.14%). Aggregate figures shown include 1,875,795 and 2,999,644 with percentages listed as 100.00%, 28.86%, and 74.78% in the excerpt. The filing fragment appears to focus on ownership tables rather than operational or financial results.

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, Inc. stockholders approved an amendment to increase authorized Class B common stock from 250,000,000 to 2,000,000,000 shares, resulting in 2,050,000,000 authorized common shares and 50,000,000 authorized preferred shares under the Certificate of Amendment. The Written Consent was delivered on August 11, 2025 by Clayton Adams, the Chairman and CEO, who held 1,875,795 Class A shares and 993,000 Class B shares representing approximately 67.90% of total voting power as of the Record Date.

The amendment will become effective upon filing with the Nevada Secretary of State following the 20th day after this Information Statement is first mailed. The company states the increase is intended to provide flexibility for capital raising, mergers and acquisitions, equity incentive grants and other corporate purposes, while noting there are currently no present plans to issue additional Class B shares other than specified items (at-the-market facility, Equity Incentive Plan grants, exercises of outstanding options and warrants, or possible financings). The Information Statement discloses that the increase could dilute existing stockholders and may have anti-takeover effects, and that Class B holders have no dissenters' appraisal rights in connection with the amendment.