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CleanCore Solutions, Inc. (NASDAQ: ZONE) filed a Form S-8 to register 1,346,471 additional Class B common shares for issuance under its 2022 Equity Incentive Plan, raising the total registered under the plan to roughly 5.0 million shares. The company is a non-accelerated, smaller reporting, emerging-growth issuer; therefore, reduced disclosure thresholds apply.
The filing incorporates prior annual, quarterly and current reports by reference and pays SEC fees only on the newly registered shares. No financial results, valuation or pricing details are included—this registration simply expands the share pool available for employee and director equity awards, which may lead to modest dilution when shares are issued.
CleanCore Solutions has filed a prospectus supplement for an at-the-market offering of up to $8.5 million in Class B common stock through Curvature Securities. The Sales Agent will receive a 3.0% commission, while Boustead Securities will receive an additional 2.0% of gross sales despite having no direct role in the offering.
Key details of the company structure:
- Listed on NYSE American under symbol ZONE with last reported price of $3.23 as of June 18, 2025
- Dual-class share structure with Class A shares having 10 votes per share and Class B having 1 vote
- CEO Clayton Adams controls company through ownership of all 1,875,795 Class A shares
- Public float valued at $25.5 million based on 5,877,722 Class B shares held by non-affiliates
CleanCore specializes in patented nanobubble aqueous ozone cleaning technology for professional and consumer use. As an emerging growth company, they are subject to reduced reporting requirements. Sales under this offering are limited to one-third of public float in any 12-month period while float remains below $75 million.
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.