CleanCore Solutions Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Financial Statements and Exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
June 20, 2025 (
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| Item 1.01 | Entry into a Material Definitive Agreement. |
On June 20, 2025, CleanCore Solutions, Inc., a Nevada corporation (the “Company”), entered into a Sales Agreement (the “Sales Agreement”) with Curvature Securities LLC (the “Sales Agent”). Pursuant to terms of the Sales Agreement and the prospectus supplement filed with the U.S. Securities and Exchange Commission (the “SEC”) on June 20, 2025 and the accompanying base prospectus, filed on June 4, 2025, the Company may, from time to time, in transactions that are deemed to be “at the market offerings” as defined in Rule 415 under the Securities Act of 1933, as amended (the “Securities Act”), issue and sell through or to the Sales Agent, up to a maximum aggregate amount of $8,500,000 of shares of the Company’s Class B Common Stock, $0.0001 par value per share (the “Shares”). The issuance and sale of the Shares to or through the Sales Agent from time to time will be effected pursuant to the Company’s effective shelf registration statement on Form S-3 (File No. 333-287241), which was declared effective by the Securities and Exchange Commission (the “SEC”) on June 4, 2025 (the “Registration Statement”), and the related prospectus supplement and accompanying base prospectus relating to the offering of the Shares.
Pursuant to the Sales Agreement, the Company may issue and sell the Shares from time to time through or to the Sales Agent, acting as sales agent or principal, subject to the terms and conditions of the Sales Agreement. The Company may instruct the Sales Agent to make such sales, and the Sales Agent, as agent, will use its commercially reasonable efforts to sell the Shares within the parameters set forth in the Company’s placement notice to sell, and subject to the satisfaction of the Company’s obligations as set forth in the Sales Agreement. The Company will designate the parameters within which the Shares must be sold, including at a minimum the number to be sold, the time period during which sales are requested to be made, any limitation on the number of the Shares that may be sold in any one trading day, and any minimum price below which sales may not be made. The Company has no obligation to sell, and the Sales Agent is not obligated to buy or sell, any of the Shares under the Sales Agreement and may at any time suspend offers under the Sales Agreement or terminate the Sales Agreement as provided for in the Sales Agreement. The offering of the Shares pursuant to the prospectus supplement and the accompanying base prospectus will terminate upon the earlier of (i) the sale of all of the Shares pursuant to such prospectus supplement and accompanying base prospectus, and (ii) the termination by the Company or the Sales Agent of the Sales Agreement pursuant to its terms. The Company may terminate the Sales Agreement in its sole discretion at any time by giving five (5) days’ prior notice to the Sales Agent. The Sales Agent may terminate the Sales Agreement under the circumstances specified in the Sales Agreement and in its sole discretion at any time by giving five (5) days’ prior notice to the Company.
The Sales Agent may sell Shares by any method permitted by law deemed to be an “at the market offering” as defined in Rule 415 under the Securities Act, including sales made directly on or through the NYSE American LLC or any other existing trading market for the Company’s common stock.
Unless otherwise agreed between the Company and the Sales Agent, settlement for sales of the Shares will occur on the first trading day following the date on which any sales are made. Sales of the Shares will be settled through the facilities of The Depository Trust Company or by such other means as the Company and the Sales Agent may agree. There is no arrangement for funds to be received in an escrow, trust or similar arrangement.
The Company will pay the Sales Agent a cash commission of 3.0% of the gross sales price of the Shares sold by the Sales Agent pursuant to the Sales Agreement. Pursuant to the terms of the Sales Agreement, the Company also agreed to reimburse the Sales Agent for reasonable fees and expenses, not to exceed $50,000 (including but not limited to the reasonable and documented fees and disbursements of its legal counsel), and for the reasonable and documented out-of-pocket expenses related to quarterly maintenance of the Sales Agreement (including but not limited to the reasonable and documented fees and disbursements of its legal counsel) on a quarterly basis in an amount not to exceed $5,000 per quarter (and no more than $20,000 per fiscal year).
Pursuant to a separate agreement between the Company and Boustead Securities, LLC (“Boustead”), Boustead will also receive cash payments equal to 2.0% of the gross sales price of all Shares sold through the Sales Agent from time to time under the Sales Agreement. There are no arrangements for Boustead to participate in any manner in this offering and Boustead has no relationship with the Sales Agent in connection with this offering.
The Sales Agreement contains certain covenants, representations and warranties customary for an agreement of this type. The Company agreed to provide indemnification and contribution to the Sales Agent against certain liabilities, including liabilities under the Securities Act.
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The Company currently intends to use the net proceeds, after deducting the Sales Agent’s commission and the Company’s offering expenses, that it receives upon the issuance and sale of Shares to or through the Sales Agent for working capital and general corporate purposes.
A copy of the Sales Agreement is filed as Exhibit 1.1 to this Current Report on Form 8-K, and the description above is qualified in its entirety by reference to the full text of such exhibit. A copy of the opinion of Fennemore Craig, P.C. relating to the validity of the Shares that may be sold pursuant to the Sales Agreement is filed herewith as Exhibit 5.1.
This Current Report on Form 8-K does not constitute an offer to sell or the solicitation of an offer to buy, and the Shares cannot be sold in any state or jurisdiction in which the offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any state or jurisdiction. Any offer will be made only by means of a prospectus, consisting of a prospectus supplement and the accompanying base prospectus, forming a part of the effective registration statement.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit No. | Description | |
| 1.1 | Sales Agreement, dated as of June 20, 2025, between CleanCore Solutions, Inc. and Curvature Securities LLC | |
| 5.1 | Opinion of Fennemore Craig, P.C. | |
| 23.1 | Consent of Fennemore Craig, P.C. (included in Exhibit 5.1) | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: June 20, 2025 | CLEANCORE SOLUTIONS, INC. | |
| /s/ Clayton Adams | ||
| Name: | Clayton Adams | |
| Title: | Chief Executive Officer | |
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