CleanCore Solutions Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation, Unregistered Sales of Equity Securities, Leadership Update, 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):
May 7, 2025 (
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Item 1.01 Notice of Entry into a Material Definitive Agreement.
As previously disclosed, on December 24, 2024, CleanCore Solutions, Inc. (the “Company”) issued a promissory note in the principal amount of $316,920 to Gary Hollst, the Company’s Chief Revenue Officer (the “Hollst Note”). On May 2, 2025, the Hollst Note was amended and restated in its entirety and the Company issued to Mr. Hollst an amended and restated promissory note in the principal amount of $342,154.57 (the “Restated Note”). The Restated Note is due and payable on May 31, 2026 and accrues interest at a rate of 8.5% per annum; provided that upon an event of default (as defined in the Restated Note), interest shall accrue at a rate of 10% per annum. The Restated 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 Restated Note may be converted at the holder’s option at any time into shares of the Company’s class B common stock at a conversion price of $1.12 (subject to standard adjustments for stock splits, stock dividends, reclassifications and similar transactions).
As previously disclosed, on January 27, 2025, the Company issued a 20% original issue discount promissory note in the principal amount of $290,241.25 to Clayton Adams, the Company’s Chief Executive Officer, which was originally due and payable on June 30, 2025 (the “Adams Note”). On May 2, 2025, the Company and Mr. Adams entered into a note amendment agreement (the “Adams Amendment”), pursuant to which the maturity date was changed to require repayment with sixty (60) days of written demand from Mr. Adams.
As previously disclosed, on January 27, 2025, the Company issued a 20% original issue discount promissory note in the principal amount of $125,000 to Travis Buchanan, the Company’s President, which was originally due and payable on June 30, 2025 (the “Buchanan Note”). On May 2, 2025, the Company and Mr. Buchanan entered into a note amendment agreement (the “Buchanan Amendment”), pursuant to which the maturity date was changed to require repayment with sixty (60) days of written demand from Mr. Buchanan.
The foregoing summary of the terms and conditions of the Restated Note, the Adams Note, the Adams Amendment, the Buchanan Note and the Buchanan Amendment 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 regarding the Restated Note, the Adams Amendment and the Buchanan Amendment is incorporated by reference into this Item 2.03.
Item 3.02 Unregistered Sales of Equity Securities.
The information set forth under Item 1.01 regarding the Restated Note is incorporated by reference into this Item 3.02. The issuance of these securities is being made in reliance upon an exemption from the registration requirements of Section 5 of the Securities Act of 1933, as amended.
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
As previously disclosed, on May 27, 2023, the Company entered into an executive employment agreement with David Enholm, the Company’s Chief Financial Officer (the “Employment Agreement”). On May 1, 2025, the Company and Mr. Enholm entered into an amendment to the Employment Agreement (the “Amendment”) to (i) change Mr. Enholm’s base salary to $75,000 per year and (ii) provide for the grant of 90,000 restricted stock units under the Company’s 2022 Equity Incentive Plan, which shall vest quarterly over 12 months.
The foregoing summary of the terms and conditions of the Employment Agreement and the Amendment 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 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: May 7, 2025 |
CLEANCORE SOLUTIONS, INC. | |
| /s/ Clayton Adams | ||
| Name: | Clayton Adams | |
| Title: | Chief Executive Officer | |
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