CleanCore Solutions Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation, Financial Statements and Exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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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):
December 31, 2024 (
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Item 1.01 Notice of Entry into a Material Definitive Agreement.
As previously disclosed, on May 31, 2024, CleanCore Solutions, Inc. (the “Company”) issued a promissory note in the principal amount of $633,840 (the “Walker Water Note”) to Walker Water, LLC (“Walker Water”). On December 24, 2024, the Company entered into a note assignment and cancellation agreement (the “Assignment Agreement”) with Walker Water, Gary Hollst, the Company’s Chief Revenue Officer, and Gary Rohwer, a third party, pursuant to which Walker Water assigned half of its right, title and interest in and to the Walker Water Note to Garry Hollst and the remaining half to Gary Rohwer. Accordingly, the Walker Water Note was cancelled and the Company issued a promissory note in the principal amount of $316,920 to Gary Hollst (the “Hollst Note”) and a promissory note in the principal amount of $332,633.95 to Gary Rohwer (the “Rohwer Note”) (the principal amount of the Rohwer Note includes $15,713.95 in interest accrued from May 31, 2024 to December 31, 2024).
The Hollst Note is due and payable on May 31, 2025 and does not accrue interest; provided that upon an event of default (as defined in the Hollst Note), interest shall accrue at a rate of 10% per annum. The Hollst Note may be prepaid at any time with without premium or penalty, is unsecured, and contains customary events of default for a loan of this type.
The Rohwer Note is due and payable on December 31, 2024 and does not accrue interest; provided that upon an event of default (as defined in the Rohwer Note), interest shall accrue at a rate of 10% per annum. The Rohwer Note may be prepaid at any time without premium or penalty, is unsecured, and contains customary events of default for a loan of this type.
On December 24, 2024, the Company also issued a 20% original issue discount promissory note in the principal amount of $415,241.25 (the “OID Note”) to Clayton Adams, the Company’s Chief Executive Officer. The OID Note is due and payable on June 30, 2025 and accrues interest at a rate of 8% per annum; provided that upon an event of default (as defined in the OID Note), such interest rate shall increase to 15% per annum. The OID Note may be prepaid at any time without premium or penalty, is unsecured, and contains customary events of default for a loan of this type.
The foregoing summary of the terms and conditions of the Assignment Agreement, the Hollst Note, the Rohwer Note and the OID Note does not purport to be complete and is qualified in its entirety by reference to the full text of those documents attached hereto as exhibits, which are incorporated herein by reference.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information set forth under Item 1.01 is incorporated by reference into this Item 2.03.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
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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.
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Date: December 31, 2024 |
CLEANCORE SOLUTIONS, INC. | |
| /s/ Clayton Adams | ||
| Name: | Clayton Adams | |
| Title: | Chief Executive Officer | |
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