UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Mark One)
| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For
the quarterly period ended:
or
| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from ____________ to _____________
Commission
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Securities registered pursuant to Section 12(b) of the Act:
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Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
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| Large accelerated filer ☐ | Accelerated filer ☐ | |
| Smaller reporting company | ||
| Emerging growth company |
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No
As of February 10, 2026, there were
CleanCore Solutions, Inc.
Quarterly Report on Form 10-Q
Period Ended December 31, 2025
TABLE OF CONTENTS
| PART I | |||
| FINANCIAL INFORMATION | |||
| Item 1. | Financial Statements | 1 | |
| Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 24 | |
| Item 3. | Quantitative and Qualitative Disclosures About Market Risk | 31 | |
| Item 4. | Controls and Procedures | 31 | |
| PART II | |||
| OTHER INFORMATION | |||
| Item 1. | Legal Proceedings | 33 | |
| Item 1A. | Risk Factors | 33 | |
| Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 33 | |
| Item 3. | Defaults Upon Senior Securities | 33 | |
| Item 4. | Mine Safety Disclosures | 33 | |
| Item 5. | Other Information | 33 | |
| Item 6. | Exhibits | 34 | |
i
PART I
FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS.
CLEANCORE SOLUTIONS, INC.
UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
1
CLEANCORE SOLUTIONS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
| December 31, 2025 | June 30, 2025 | |||||||
| (Unaudited) | (Audited) | |||||||
| Assets | ||||||||
| Current assets: | ||||||||
| Cash and cash equivalents | $ | $ | ||||||
| Restricted cash | ||||||||
| Accounts receivable, net | ||||||||
| Inventory, net | ||||||||
| Deferred offering costs | ||||||||
| Prepaid expenses and other current assets | ||||||||
| Total current assets | ||||||||
| Property and equipment, net | ||||||||
| Right of use assets | ||||||||
| Digital assets | ||||||||
| Intangibles, net | ||||||||
| Goodwill | ||||||||
| Other assets | ||||||||
| Total assets | $ | $ | ||||||
| Liabilities and Stockholders’ Equity | ||||||||
| Current liabilities: | ||||||||
| Accounts payable and accrued expenses | $ | $ | ||||||
| Pre-funded warrant liability | ||||||||
| Lease liability – current | ||||||||
| Note payable – current | ||||||||
| Note payable – related party | ||||||||
| Due to related parties | ||||||||
| Total current liabilities | ||||||||
| Lease liability – non-current | ||||||||
| Note payable – non-current | ||||||||
| Total liabilities | ||||||||
| Commitments and contingencies (Note 17) | ||||||||
| Stockholders’ Equity | ||||||||
| Class A Common Stock; $ | ||||||||
| Class B Common Stock; $ | ||||||||
| Additional paid-in capital | ||||||||
| Other comprehensive income | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Total stockholders’ equity | ||||||||
| Total liabilities and stockholders’ equity | $ | $ | ||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
2
CLEANCORE SOLUTIONS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
Three Months Ended December 31, | Six Months Ended December 31, | |||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Revenue, net | $ | $ | $ | $ | ||||||||||||
| Cost of sales (exclusive of depreciation shown separately below) | ||||||||||||||||
| Gross profit | ||||||||||||||||
| Operating expenses: | ||||||||||||||||
| General and administrative | ||||||||||||||||
| Advertising expense | ||||||||||||||||
| Depreciation and amortization expense | ||||||||||||||||
| Total operating expenses | ||||||||||||||||
| Loss from operations | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Other income (expense) | ||||||||||||||||
| Interest income (expense), net | ( | ) | ( | ) | ( | ) | ||||||||||
| Change in fair value of digital assets | ( | ) | ( | ) | ||||||||||||
| Foreign exchange loss | ( | ) | ( | ) | ||||||||||||
| Total other income (expense) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Net loss | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Foreign currency translation adjustment | ||||||||||||||||
| Total comprehensive loss | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Net loss per share, basic and diluted | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Weighted average shares used in computing net loss per share, basic and diluted | ||||||||||||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
3
CLEANCORE SOLUTIONS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(UNAUDITED)
| For the Three and Six Months Ended December 31, 2025 | ||||||||||||||||||||||||||||||||
Class A Common Stock | Common Stock (formerly Class B) | Additional Paid in | Accumulated Other Comprehensive | Accumulated | Total Stockholders’ | |||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Capital | Income | Deficit | Equity | |||||||||||||||||||||||||
| Balance at June 30, 2025 | $ | $ | $ | $ | $ | ( | ) | $ | ||||||||||||||||||||||||
| Conversion of class A common stock into common stock | ( | ) | ( | ) | ||||||||||||||||||||||||||||
| Issuance of common stock in at-the-market offering | - | |||||||||||||||||||||||||||||||
| Issuance of common stock upon exercise of warrants | - | |||||||||||||||||||||||||||||||
| Issuance of common stock upon settlement of debt | - | |||||||||||||||||||||||||||||||
| Issuance of common stock under settlement agreement | - | |||||||||||||||||||||||||||||||
| Issuance of common stock for services | - | |||||||||||||||||||||||||||||||
| Issuance of common stock upon exercise of options – 2022 Equity Incentive Plan | - | ( | ) | |||||||||||||||||||||||||||||
| Issuance of common stock upon vesting of restricted stock units – 2022 Equity Incentive Plan | - | |||||||||||||||||||||||||||||||
| Issuance of restricted stock awards – 2022 Equity Incentive Plan | - | |||||||||||||||||||||||||||||||
| Stock based compensation – 2022 Equity Incentive Plan | - | - | ||||||||||||||||||||||||||||||
| Currency translation adjustment | - | - | ( | ) | ( | ) | ||||||||||||||||||||||||||
| Net loss for the period | - | - | ( | ) | ( | ) | ||||||||||||||||||||||||||
| Balance at September 30, 2025 | - | $ | $ | $ | $ | $ | ( | ) | $ | |||||||||||||||||||||||
| Issuance of common stock in at-the-market offering | - | |||||||||||||||||||||||||||||||
| Issuance of common stock upon exercise of warrants | - | |||||||||||||||||||||||||||||||
| Issuance of common stock for services | - | ( | ) | |||||||||||||||||||||||||||||
| Issuance of common stock upon vesting of restricted stock units – 2022 Equity Incentive Plan | - | |||||||||||||||||||||||||||||||
| Issuance of restricted stock awards – 2022 Equity Incentive Plan | - | |||||||||||||||||||||||||||||||
| Stock based compensation – 2022 Equity Incentive Plan | - | - | ||||||||||||||||||||||||||||||
| Common stock cancelled | - | ( | ) | ( | ) | |||||||||||||||||||||||||||
| Currency translation adjustment | - | - | ||||||||||||||||||||||||||||||
| Net loss for the period | - | - | ( | ) | ( | ) | ||||||||||||||||||||||||||
| Balance at December 31, 2025 | ( | ) | ||||||||||||||||||||||||||||||
4
CLEANCORE SOLUTIONS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(UNAUDITED)
| For the Three and Six Months Ended December 31, 2024 | ||||||||||||||||||||||||||||
Class A Common Stock | Common Stock (formerly Class B) | Additional Paid in | Accumulated | Total Stockholders’ | ||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Capital | Deficit | Equity | ||||||||||||||||||||||
| Balance at June 30, 2024 | $ | $ | $ | $ | ( | ) | $ | |||||||||||||||||||||
| Issuance of common stock upon vesting of restricted stock units – 2022 Equity Incentive Plan | - | |||||||||||||||||||||||||||
| Stock based compensation – 2022 Equity Incentive Plan | - | - | ||||||||||||||||||||||||||
| Net loss for the period | - | - | ( | ) | ( | ) | ||||||||||||||||||||||
| Balance at September 30, 2024 | $ | $ | $ | $ | ( | ) | $ | |||||||||||||||||||||
| Conversion of class A common stock into common stock | ( | ) | ( | ) | ||||||||||||||||||||||||
| Issuance of common stock upon vesting of restricted stock units – 2022 Equity Incentive Plan | - | |||||||||||||||||||||||||||
| Stock based compensation – 2022 Equity Incentive Plan | - | - | ||||||||||||||||||||||||||
| Net loss for the period | - | - | ( | ) | ( | ) | ||||||||||||||||||||||
| Balance at December 31, 2024 | $ | $ | $ | $ | ( | ) | $ | |||||||||||||||||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
5
CLEANCORE SOLUTIONS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
| Six Months Ended December 30, | ||||||||
| 2025 | 2024 | |||||||
| Cash flows from operating activities | ||||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
| Depreciation and amortization | ||||||||
| Change in fair value of digital assets | ||||||||
| Accretion of note payable discount | ||||||||
| Non-cash interest expense | ||||||||
| Stock based compensation | ||||||||
| Non-cash professional fees | ||||||||
| Non-cash lease expense | ( | ) | ( | ) | ||||
| Provision for bad debt and write-off on uncollectable accounts | ||||||||
| Foreign exchange (gain)/loss | ||||||||
| Changes in operating assets and liabilities: | ||||||||
| Accounts receivable | ||||||||
| Inventory | ( | ) | ( | ) | ||||
| Prepaid expenses | ( | ) | ( | ) | ||||
| Deferred revenue | ( | ) | ||||||
| Due to related parties | ( | ) | ( | ) | ||||
| Accounts payable and accrued liabilities | ( | ) | ( | ) | ||||
| Net cash used in operating activities | ( | ) | ( | ) | ||||
| Cash flows from investing activities | ||||||||
| Purchase of property and equipment | ( | ) | ( | ) | ||||
| Purchase of digital assets | ( | ) | ||||||
| Net cash used in investing activities | ( | ) | ( | ) | ||||
| Cash flows from financing activities | ||||||||
| Proceeds from at-the-market offering | ||||||||
| Proceeds from private placement of pre-funded warrants, net | ||||||||
| Proceeds from exercise of warrants | ||||||||
| Proceeds from issuance of loans from related parties | ||||||||
| Proceeds from subscription advance | ||||||||
| Payments of deferred offering costs | ( | ) | ||||||
| Repayments of notes payable | ( | ) | ( | ) | ||||
| Repayments of loans due to related parties | ( | ) | ||||||
| Net cash provided by financing activities | ||||||||
| Effect of exchange rate changes on cash and cash equivalents | ||||||||
| Net increase (decrease) in cash | ( | ) | ||||||
| Cash and cash equivalents at beginning of period | ||||||||
| Cash and cash equivalents at the end of period | $ | $ | ||||||
| Supplementary cash flow disclosure | ||||||||
| Cash paid for interest | $ | $ | ||||||
| Supplementary schedule of non-cash investing and financing activities | ||||||||
| Debt to equity conversion | $ | $ | ||||||
| Digital assets received in connection with pre-funded warrants | $ | $ | ||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
6
CLEANCORE SOLUTIONS, INC.
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2025 AND 2024
1. Organization and Business
CC Acquisition Corp. was incorporated in the State of Nevada on August 23, 2022 for the sole purpose of acquiring substantially all of the assets of CleanCore Solutions, LLC, TetraClean Systems, LLC, and Food Safety Technologies, LLC, pursuant to an asset purchase agreement entered into by CC Acquisition Corp. with these three entities and their owners on October 17, 2022. On November 21, 2022, CC Acquisition Corp. changed its name to CleanCore Solutions, Inc. (“CleanCore US”). Since CleanCore US acquired substantially all of the assets of each of CleanCore Solutions, LLC, TetraClean Systems, LLC, and Food Safety Technologies, LLC, the business of these three entities is now operated by CleanCore US.
On January 29, 2025, CleanCore established CleanCore Global Limited (“CleanCore Global,” and together with CleanCore US, the “Company”) as a wholly owned subsidiary in Ireland.
The Company specializes in the development and production of cleaning products that produce pure aqueous ozone products for professional, industrial, or home use. The Company has a patented nanobubble technology using aqueous ozone that it believes is highly effective in cleaning, sanitizing, and deodorizing surfaces and high-touch areas.
The Company offers products and solutions that are marketed for janitorial and sanitation, ice machine cleaning, laundry, and industrial industries. Its products are used in many types of environments including retail establishments, distribution centers, factories, warehouses, restaurants, schools and universities, airports, healthcare, food service, and commercial buildings such as offices, malls, and stores.
On September 5, 2025, the Company adopted a digital asset treasury strategy focused on Dogecoin. Pursuant to an asset management agreement that the Company entered into with Dogecoin Ventures, Inc. (the “Asset Manager”) and 21Shares US LLC (“21Shares”), on September 5, 2025 (the “Asset Management Agreement”), the Company established a multiyear advisory and asset-management program with the Asset Manager (which is a wholly-owned subsidiary of House of Doge Inc., the commercial arm of the Dogecoin Foundation) and 21Shares to manage the Company’s treasury assets, which include available cash or digital assets placed in the Company’s account to be utilized for such purpose (the “Treasury Account”), as well as all investments thereof, proceeds of, income on and additions or accretions to the same, including all assets which are or were in the Treasury Account, but which are deployed in decentralized finance or similar blockchain transactions from time to time in accordance with the investment strategy described in the Asset Management Agreement (the “Treasury Assets”).
The headquarters, principal address and records of the Company are located at 5920 South 118th Circle, Suite 2, Omaha, Nebraska.
Liquidity
The
Company has incurred losses and negative cash flows from operations. From October 17, 2022 (the date of the acquisition) through December
31, 2025, the Company has financed its operations primarily through investor funding. As of December 31, 2025, the Company had cash of
$
On
September 5, 2025, the Company completed an offering of pre-funded warrants to purchase an aggregate of
7
CLEANCORE SOLUTIONS, INC.
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2025 AND 2024
On
August 29, 2025, the Company entered into an amended and restated sales agreement (the “Sales Agreement”) with Maxim Group
LLC and Curvature Securities LLC (the “Sales Agents”), which amends and restates that certain sales agreement, dated June
20, 2025, between the Company and Curvature Securities LLC in its entirety. Pursuant to the terms of the Sales Agreement, 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, issue and sell through or to the Sales Agents up to a maximum aggregate amount of $
Despite these offerings, management believes that currently available resources will not be sufficient to fund the Company’s planned expenditures over the next 12 months. These factors, individually and collectively, indicate that a material uncertainty exists that raises substantial doubt about the Company’s ability to continue as a going concern for 12 months from the date of issuance of these financial statements as of and for the three months ended December 31, 2025.
The Company will be dependent upon the raising of additional capital through equity and/or debt financing in order to implement its business plan and generate sufficient revenue in excess of costs. If the Company raises additional capital through the issuance of equity securities or securities convertible into equity, stockholders will experience dilution, and such securities may have rights, preferences or privileges senior to those of the holders of common stock. If the Company raises additional funds by issuing debt, the Company may be subject to limitations on its operations, through debt covenants or other restrictions. There is no assurance that the Company will be successful with future financing ventures, and the inability to secure such financing may have a material adverse effect on the Company’s financial condition. These financial statements do not include any adjustments to the amounts and classifications of assets and liabilities that might be necessary should the Company be unable to continue as a going concern.
The accompanying financial statements have been prepared on a going concern basis under which the Company is expected to be able to realize its assets and satisfy its liabilities in the normal course of business.
2. Summary of Significant Accounting Policies
Basis of Presentation
The accompanying unaudited interim condensed consolidated financial statements as of and for the three and six months ended December 31, 2025 and 2024 have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) for interim financial information, and include the accounts of the Company and its wholly owned subsidiary. In the opinion of management, all adjustments considered necessary for a fair presentation have been included. The unaudited interim consolidated financial statements are condensed and should be read in conjunction with the Company’s latest annual audited 2025 condensed consolidated financial statements, which are included in the Company’s Annual Report on Form 10-K filed with the SEC on August 22, 2025 (the “Form 10-K”). The results of operations for interim periods are not necessarily indicative of results to be expected for the fiscal year ending June 30, 2026 or for any other future annual or interim period.
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Although management believes these estimates and assumptions are adequate, actual results could differ from the estimates and assumptions used.
The fiscal 2025 year-end balance sheet data was derived from audited financial statements, and certain information and note disclosures normally included in annual financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to SEC rules or regulations; however, the Company believes the disclosures made are adequate to make the information presented not misleading.
A complete listing of the Company’s significant accounting policies is discussed in Note 2 – Summary of Significant Accounting Policies in the Notes to Financial Statements included in the Form 10-K.
8
CLEANCORE SOLUTIONS, INC.
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2025 AND 2024
Principles of Consolidation
The condensed consolidated financial statements are presented in U.S. dollars and include the accounts of the Company and its wholly owned subsidiary. All intercompany balances and transactions have been eliminated in consolidation.
Risks and Uncertainties
The Company is subject to a number of risks similar to other early-stage companies including, but not limited to, profitability, the need for additional financing to achieve its business strategy, ability to obtain regulatory approval, significant competition, and dependence on key individuals.
Cash and Cash Equivalents
Cash consists of cash in readily available checking and money market accounts. Cash is recorded at cost, which approximates fair value. As of December 31, 2025 and June 30, 2025, cash balances were deposited at a major financial institution. Cash balances are subject to minimal credit risk as the balances are with high credit quality financial institutions (see also Concentration of Credit Risk below). The Company maintains restricted cash, which is to be used for the purchase of Dogecoin as part of its treasury strategy.
Concentration of Credit Risk
Financial instruments, which potentially subject the Company to significant concentration of credit risk, consist of cash for both the CleanCore and Treasury operating segments (see Note 16). The Company maintains deposits in federally insured financial institutions in excess of respective insured limits. The Company has not experienced any losses in such accounts and management believes that the Company is not exposed to significant credit risk due to the financial position of the depository institutions in which those deposits are held.
Inventory
Inventory
consists of parts, work in progress and finished goods. The Company values parts and finished goods at the lower of the actual costs
or net realizable value. The Company values work in progress at cost. The Company periodically reviews inventory for obsolete and potentially
impaired items. As of December 31, 2025 and June 30, 2025, the Company maintained an allowance for slow-moving and inventory obsolescence
of $
Digital Assets
In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2023-08, Intangibles—Goodwill and Other—Crypto Assets (Subtopic 350-60): Accounting for and Disclosure of Crypto Assets (“ASU 2023-08”). ASU 2023-08 requires in-scope crypto assets (including the Company’s dogecoin holdings) to be measured at fair value in the statement of financial position, with gains and losses from changes in the fair value of such crypto assets recognized in the statement of operations each reporting period. ASU 2023-08 also requires certain interim and annual disclosures for crypto assets within the scope of the standard. The Company adopted this guidance effective September 2025.
The Company accounts for its digital assets, which are currently comprised solely of Dogecoin, as indefinite-lived intangible assets in accordance with ASC 350-60 (Intangibles – Goodwill and Other – Crypto Assets). The Company has ownership and control over its digital assets and uses a well-known crypto custodian to secure it.
The Company’s digital assets are initially recorded at cost, with the cost basis determined using the weighted average cost (“WAC”) method. Upon disposal, the cost basis of the digital assets sold is determined using the WAC method.
Digital assets are measured at fair value at each reporting period. The Company determines the fair value of Dogecoin in accordance with ASC 820 (Fair Value Measurement), based on the period-end quoted (unadjusted) prices in the Company’s principal market. Changes in fair value are recognized at each reporting date within the change in fair value of digital assets line item in the statement of operations.
9
CLEANCORE SOLUTIONS, INC.
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2025 AND 2024
The vast majority of the Company’s assets are concentrated in its Dogecoin holdings. Dogecoin is a digital asset, which is a novel asset class that is subject to significant legal, commercial, regulatory and technical uncertainty. Holding Dogecoin does not generate any cash flows and involves custodial fees and other costs. Additionally, the price of Dogecoin has historically experienced significant price volatility, and a significant decrease in the price of Dogecoin would adversely affect the Company’s financial condition and results of operations. The Company’s strategy of acquiring and holding Dogecoin also exposes it to counterparty risks with respect to the custody of its Dogecoin, cybersecurity risks, and other risks inherent to holding a digital asset. In particular, the Company is subject to the risk that, if its private keys with respect to its digital assets are lost or destroyed or other similar circumstances or events occur, the Company may lose some or all of its digital assets, which could materially adversely affect the Company’s financial condition and results of operations.
Deferred Offering Costs
In
accordance with ASC 340-10-S99-1 and SEC Accounting Bulletin Topic 5A, specific incremental costs incurred by the Company directly attributable
to a proposed offering of securities were deferred. As the pre-funded warrants offering closed on September 5, 2025, a total of $
Net Loss Per Share of Common Stock
Basic
net loss per share is calculated by dividing the net loss by the weighted-average number of common shares outstanding during the period,
without consideration for potentially dilutive securities. Diluted net loss per share is computed by dividing the net loss attributable
to common stockholders by the weighted-average number of common shares and potentially dilutive securities outstanding for the period.
For purposes of the diluted net loss per share calculation, stock options, warrants and convertible debt are considered to be potentially
dilutive securities. As of December 31, 2025 and June 30, 2025, there were
Recent Accounting Standards
In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which improves reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. The Company adopted this guidance effective September 2025.
In December 2023, the FASB issued ASU No. 2023-08, Intangibles—Goodwill and Other—Crypto Assets (Subtopic 350-60): Accounting for and Disclosure of Crypto Assets (“ASU 2023-08”). ASU 2023-08 requires in-scope crypto assets (including the Company’s dogecoin holdings) to be measured at fair value in the statement of financial position, with gains and losses from changes in the fair value of such crypto assets recognized in the statement of operations each reporting period. ASU 2023-08 also requires certain interim and annual disclosures for crypto assets within the scope of the standard. The Company adopted this guidance effective September 2025.
Accounting Pronouncements Pending Adoption
In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which requires greater disaggregation of income tax disclosures related to the income tax rate reconciliation and income taxes paid, and is effective for fiscal years beginning after December 15, 2024. Early adoption is permitted for annual financial statements that have not yet been issued. The amendments should be applied on a prospective basis although retrospective application is permitted. The Company is currently evaluating the effects of this pronouncement on its financial statements and disclosures.
10
CLEANCORE SOLUTIONS, INC.
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2025 AND 2024
In November 2024, the FASB issued ASU 2024-03, Disaggregation of Income Statement Expenses, which requires public companies to disaggregate key expense categories such as inventory purchases, employee compensation and depreciation in their financial statements. Further, in January 2025, the FASB issued ASU 2025-01, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date, which clarifies the effective date of ASU 2024-03. The guidance is effective for all public entities with fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December15, 2027. Early adoption is permitted. The Company is evaluating the impact that adoption of this provision may have on its consolidated financial statements.
In December 2024, the FASB issued ASU 2024-03, Debt—Debt with Conversion and Other Options (Subtopic 470- 20): Induced Conversions of Convertible Debt Instruments. The amendments in this ASU are effective for annual reporting periods beginning after December 15, 2025 (and interim reporting periods within those annual reporting periods). Early adoption is permitted as of the beginning of a reporting period if the entity has also adopted ASU 2020-06 for that period. The Company is evaluating the impact that adoption of this provision may have on its consolidated financial statements.
3. Disaggregated Revenue
The following table disaggregates revenue by product category for the following periods:
Three Months Ended December 31, | Six Months Ended December 31, | |||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Janitorial and Sanitation | $ | $ | $ | $ | ||||||||||||
| Other | ||||||||||||||||
| Total revenue | $ | $ | $ | $ | ||||||||||||
The “Other” category of revenue consists primarily of sales ice and laundry units, parts, accessories, shipping and handling, and equipment rental income.
The following table disaggregates revenue by geographical region for the following periods:
Three Months Ended December 31, | Six Months Ended December 31, | |||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Domestic | $ | $ | $ | $ | ||||||||||||
| International | ||||||||||||||||
| Total revenue | $ | $ | $ | $ | ||||||||||||
4. Cash and Cash Equivalents
Cash and cash equivalents consists of the following at:
| December 31, 2025 | June 30, 2025 | |||||||
| Checking and savings | $ | $ | ||||||
| Money market | ||||||||
| Restricted cash | ||||||||
| Total cash and cash equivalents | $ | $ | ||||||
5. Asset Acquisition
On April 15, 2025, the Company completed its acquisition of specified assts of Sanzonate Europe Ltd. (“Sanzonate”). Sanzonate was a former customer of the Company that produces products similar to the Company’s products. The assets acquired included accounts receivable, inventory, and intangibles. The intangibles consisted of a license issued by the European Organization for Technical Assessment to sell ozone products in the European Union (“EOTA license”), Sanzonate’s trade name, and distribution agreements. The Company also retained one sales representative and one administrative resource. The Company entered into this transaction to expand its presence in Europe.
11
CLEANCORE SOLUTIONS, INC.
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2025 AND 2024
The total cost of the assets consisted of the following:
Consideration | Total Asset Cost | |||
| Cash | $ | |||
| Promissory note | ||||
| Warrant | ||||
| Direct acquisition-related costs | ||||
| Total | $ | |||
The
promissory note is a
The
warrant is for the purchase up to
In
addition, the transaction includes contingent consideration in the form of an earnout of up to $
Management concluded that the transaction does not constitute a business combination and therefore will account for the transaction in accordance with ASC 805-50, Acquisition of Assets Rather than a Business.
The total cost of the assets was allocated to the acquired assets in accordance with ASC 805-50, Acquisition of Assets Rather than a Business, as follows:
| Asset | Allocated Cost | |||
| Accounts receivable | $ | |||
| Inventory | ||||
| EOTA license | ||||
| Trade name | ||||
| Distribution agreements | ||||
| Total | $ | |||
The accounts receivable were assessed for collectability and recorded at fair value as of the closing date. Similarly, inventory was reviewed for obsolescence and recorded at fair value as of the closing date.
The
EOTA license allows the Company to sell ozone products in the European Union (“EU”). The EOTA license will be amortized over
an estimated useful life of
Sanzonate’s
trade name will continue to be used, as necessary, when customers have preexisting relationship with Sanzonate. The trade name will be
amortized over an estimated useful life of
Sanzonate’s
distribution agreements are agreements with distributors in the EU that sell product to end users. The Company intends to utilize the
existing distributors, but also expand on both distributors and non-distributor customers in the EU. The distribution agreements will
be amortized over an estimated useful life of
The Company engaged a third-party valuation firm to determine the fair values of the intangible assets. The intangible assets were valued using a discounted cash flow method. Key inputs and assumptions include projected cash flows and the discount rate used to calculate the present value of such cash flows. In addition, all long-lived assets will be tested for impairment when events and circumstances indicate the assets might be impaired.
12
CLEANCORE SOLUTIONS, INC.
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2025 AND 2024
6. Accounts Receivable, Net
Accounts receivable, net consists of the following at:
| December 31, 2025 | June 30, 2025 | |||||||
| Trade accounts receivable | $ | $ | ||||||
| Allowance for doubtful accounts | ( | ) | ( | ) | ||||
| Total accounts receivable, net | $ | $ | ||||||
7. Prepaid Expenses and Other Current Assets
Prepaid expenses and other current assets consists of the following at:
| December 31, 2025 | June 30, 2025 | |||||||
| Prepaid inventory parts | $ | $ | ||||||
| Prepaid insurance | ||||||||
| Prepaid certification and fees | ||||||||
| Prepaid other | ||||||||
| Total prepaid expenses and other current assets | $ | $ | ||||||
8. Inventory
Inventory consists of the following at:
| December 31, 2025 | June 30, 2025 | |||||||
| Parts | $ | $ | ||||||
| Finished goods | ||||||||
| Inventory reserve | ( | ) | ( | ) | ||||
| Total inventory, net | $ | $ | ||||||
The
Company values inventory at the balance sheet date using the weighted average method. The Company adjusted the inventory reserve to $
| 9. | Digital Assets |
The Company’s digital asset holdings are comprised of the following at:
| December 31, 2025 | June 30, 2025 | |||||||
| Number of Dogecoin held | ||||||||
| Digital assets carrying fair value | $ | $ | ||||||
| Digital assets cost basis | $ | $ | ||||||
| Unrealized loss on digital assets | $ | $ | ||||||
The
fair value per share used to compute the digital assets carrying fair value as of December 31, 2025 was $
13
CLEANCORE SOLUTIONS, INC.
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2025 AND 2024
10. Intangible Assets
Intangible assets consist of the following at:
| December 31, 2025 | June 30, 2025 | |||||||
| Technology | $ | $ | ||||||
| Distribution agreements | ||||||||
| Trademarks | ||||||||
| License | ||||||||
| Total | ||||||||
| Less: accumulated amortization | ( | ) | ( | ) | ||||
| Total intangible assets, net | $ | $ | ||||||
The Company holds 16 patents, which are included in technology. These patents cover the functions of the Company’s products that allow its machines to produce the ozone in the form of nanobubbles.
Amortization
expense related to intangibles was $
11. Accounts Payable and Accrued Expenses
Accounts payable and accrued expenses consist of the following at:
| December 31, 2025 | June 30, 2025 | |||||||
| Accounts payable | $ | $ | ||||||
| Accrued interest | ||||||||
| Accrued payroll and related expenses | ||||||||
| Warranty reserve | ||||||||
| Accrued legal | ||||||||
| Executive compensation | ||||||||
| Digital asset management fees | ||||||||
| Consulting fees | ||||||||
| Contract termination | ||||||||
| Other accrued expenses | ||||||||
| Total accounts payable and other accrued expenses | $ | $ | ||||||
12. Debt
Promissory Notes
On
October 17, 2022, the Company issued a promissory note in the principal amount of $
14
CLEANCORE SOLUTIONS, INC.
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2025 AND 2024
On
May 31, 2024, Burlington and Walker Water LLC (“WW”) entered into an allonge, assignment and agreement (the “Burlington
Assignment Agreement”), pursuant to which Burlington agreed to transfer $
Pursuant
to the Burlington Assignment Agreement, the Company also issued a promissory note to WW in the principal amount of $
On
December 24, 2024, the Company entered into a note assignment and cancellation agreement (the “WW Assignment Agreement”)
with WW, Gary Hollst, the Company’s Chief Revenue Officer, and Gary Rohwer, a third party, pursuant to which WW assigned half of
its right, title and interest in and to the WW Note to Garry Hollst and the remaining half to Gary Rohwer. Accordingly, the WW Note was
cancelled and the Company issued a promissory note in the principal amount of $
On
April 15, 2025, CleanCore Global issued a
On
April 16, 2025, the Company entered into subscription agreements with several accredited investors for the purchase of (i)
On
June 6, 2025, the Company entered into a subscription agreement with an accredited investor for the purchase of (i) a
On
June 30, 2025, the Company issued to an accredited investor (i) an original issue discount promissory note in the principal amount of
$
15
CLEANCORE SOLUTIONS, INC.
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2025 AND 2024
13. Related Party Transactions
As
of December 31, 2025 and June 30, 2025, the Company had a short-term amount due to Clayton Adams, its Chief Executive Officer and founder,
in the amount of $
On
October 17, 2022, the Company entered into a consulting agreement with Birddog Capital, LLC (“Birddog”), a limited liability
company owned by Clayton Adams, pursuant to which the Company engaged Birddog to provide management services to the Company. Pursuant
to the consulting agreement, the Company agreed to pay Birddog a monthly fee of $
On
July 27, 2023, the Company agreed to purchase approximately $
On
March 26, 2024, the Company entered into a loan agreement with Clayton Adams, pursuant to which the Company issued a revolving credit
note to Mr. Adams in the principal amount of up to $
On
December 24, 2024, the Company issued a promissory note in the principal amount of $
16
CLEANCORE SOLUTIONS, INC.
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2025 AND 2024
On
December 24, 2024, the Company issued a
Following
the assignment described above, the Company issued a
ACME
People Company, a company owned and controlled by Travis Buchanan, the Company’s President, participated in the private placement
of promissory notes and warrants that was completed on April 16, 2025 (see Note 10) and was issued (i) a
In
connection with the acquisition of the assets of Sanzonate, on April 15, 2025, CleanCore Global issued a
On
September 5, 2025, the Company entered into an option agreement with Clayton Adams, pursuant to which the Company granted Mr. Adams an
irrevocable option to elect, in his sole discretion, at any time commencing on the date that is one hundred eighty (180) days after the
closing of the offering that was completed on September 5, 2025, and ending on the third (3rd) anniversary of such date, to
either (i) direct the Company to consummate a spin-off of the Company’s business and operations as conducted immediately prior
to the closing of such offering, excluding any digital asset treasury business or other business lines commenced after such date, and
including all assets, liabilities and employees primarily related thereto (the “Legacy Business”), or (ii) acquire, or cause
one or more entities designated by Mr. Adams to acquire, the Legacy Business at a price proposed by Mr. Adams that he believes falls
within a range that is considered fair, from a financial point of view, for the Legacy Business and that is confirmed as fair from a
financial point of view by a fairness opinion (the “Option Price”). The Option Price will assume that the Legacy Business
will have at least $
14. Stockholders’ Equity
On
October 13, 2025, the Company filed Amended and Restated Articles of Incorporation which (i) removed the dual class structure of the
Company’s common stock and (ii) increased the number of shares of common stock that the Company is authorized to issue to
17
CLEANCORE SOLUTIONS, INC.
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2025 AND 2024
Common Stock
For the Six Months Ended December 31, 2025
On
August 20, 2025, the Company issued
On
August 27, 2025, the Company issued
On
August 29, 2025, the Company issued
On
September 2, 2025, the Company issued
On
September 5, 2025, all remaining
On
September 23, 2025, the Company issued an aggregate of
On
October 13, 2025, the Company issued
On
November 17, 2025, the Company issued
During
the six months ended December 31, 2025, the Company issued an aggregate of
During
the six months ended December 31, 2025, the Company issued an aggregate of
During
the six months ended December 31, 2025, the Company issued an aggregate of
During
the six months ended December 31, 2025, the Company issued an aggregate of
During
the six months ended December 31, 2025, the Company issued an aggregate of
During
the six months ended December 31, 2025, the Company issued an aggregate of
On
December 31, 2025, stockholders surrendered an aggregate of
As
of December 31, 2025, there were
For the Six Months Ended December 31, 2024
On
October 30, 2024,
During
the six months ended December 31, 2024, the Company issued an aggregate of
18
CLEANCORE SOLUTIONS, INC.
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2025 AND 2024
Stock Options
options were issued during the six months ended December 31, 2025. During the six months ended December 31, 2025, a holder exercised
a stock option issued under the 2022 Plan on a cashless basis for
Warrants
On
September 5, 2025, the Company completed an offering of pre-funded warrants to purchase an aggregate of
In
connection with this offering and as partial compensation for their services, on September 5, 2025, the Company issued a five-year warrant
to purchase
On
September 5, 2025, the Company also issued to the Asset Manager (i) a five-year warrant to purchase
All
of the foregoing warrants contain a beneficial ownership limitation which provides that the Company will not effect any exercise, and
a holder will not have the right to exercise, any portion of a warrant to the extent that, after giving effect to the exercise, such
holder (together with such holder’s affiliates) would beneficially own in excess of
During
the six months ended December 31, 2025, an aggregate of
Restricted Stock Awards
On
July 1, 2025, the Company granted a restricted stock award under the 2022 Plan for
On
July 21, 2025, the Company granted a restricted stock award under the 2022 Plan for
19
CLEANCORE SOLUTIONS, INC.
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2025 AND 2024
On
July 21, 2025, the Company granted a restricted stock unit award under the 2022 Plan for
On
August 21, 2025, the Company granted a restricted stock award under the 2022 Plan for
On
September 5, 2025, the Company granted a restricted stock unit award under the 2022 Plan for
On
September 5, 2025, the Company granted a restricted stock unit award under the 2022 Plan for
On
September 9, 2025, the Company granted a restricted stock award under the 2022 Plan for
On
September 9, 2025, the Company granted a restricted stock award under the 2022 Plan for
On
September 25, 2025, the Company granted a restricted stock award under the 2022 Plan for
On
October 6, 2025, the Company granted a restricted stock unit award under the 2022 Plan for
On
October 13, 2025, the Company granted a restricted stock award under the 2022 Plan for
On
October 13, 2025, the Company granted a restricted stock award under the 2022 Plan for
On
October 20, 2025, the Company granted
On
November 17, 2025, the Company granted a restricted stock award under the 2022 Plan for
Stock-based Compensation
Total
stock compensation expense was $
20
CLEANCORE SOLUTIONS, INC.
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2025 AND 2024
15. Net Loss Per Share
The following tables set forth the computation of basic and dilutive net loss per share of common stock:
| Three Months Ended December 31, | Six Months Ended December 31, | |||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Basic and Diluted Net Loss Per Share | ||||||||||||||||
| Numerator | ||||||||||||||||
| Allocation of undistributed loss | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Denominator | ||||||||||||||||
| Weighted average number of shares used in computation | ||||||||||||||||
| Basic and diluted net loss per share | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
16. Segment Information
Due
to the establishment of the official Dogecoin treasury strategy on September 5, 2025 as part of the $
The following tables present for each Segment and on a consolidated basis, the Company’s revenues, gross profit and operating profit (loss) regularly provided to the CODM and reconciled to net income (loss) for each of the periods presented. Total segment assets provided to the CODM are also disclosed in the tables below for each period presented.
| Three Months Ended December 31, 2025 | Six Months Ended December 31, 2025 | |||||||||||||||||||||||
| CleanCore | Treasury | Consolidated | CleanCore | Treasury | Consolidated | |||||||||||||||||||
| Revenue | $ | $ | $ | $ | $ | $ | ||||||||||||||||||
| Gross Profit | ||||||||||||||||||||||||
| Loss from Operations | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||
| Net Loss | ( | ) | ( | ) | ( | ) | ) | ( | ) | ( | ) | |||||||||||||
| Total Assets | $ | $ | $ | $ | $ | $ | ||||||||||||||||||
17. Commitments and Contingencies
Legal Proceedings
From time to time, the Company may become involved in various lawsuits and legal proceedings which arise in the ordinary course of business. However, litigation is subject to inherent uncertainties and an adverse result in these or other matters may arise from time to time that may harm our business. The Company is currently not aware of any such legal proceedings or claims that it believes will have a material adverse effect on its business, financial condition or operating results.
21
CLEANCORE SOLUTIONS, INC.
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2025 AND 2024
Retirement Plans
The Company does not maintain a defined contribution plan or any other type of retirement plan for its employees.
Leases
The
Company has a non-cancellable operating lease commitment for its office facility expiring in 2028. Rent expense totaled $
The following table discloses the lease cost, weighted average discount rate, and weighted average remaining lease term for operating leases as of December 31, 2025 and 2024:
| December 31, 2025 | December 31, 2024 | |||||||
| Operating lease cost | $ | $ | ||||||
| Remaining lease term | ||||||||
| Discount rate | % | % | ||||||
The discount rate was determined using the Company’s external debt and was adjusted for collateralization, term and lease amount.
The following table discloses the undiscounted cash flows on an annual basis and a reconciliation of the undiscounted cash flows of operating lease liabilities recognized in the balance sheet as of December 31, 2025:
Year Ended June 30, | ||||
| 2026 (remainder) | $ | |||
| 2027 | ||||
| 2028 | ||||
| 2029 | ||||
| 2030 | ||||
| Total undiscounted cash flows | ||||
| Less amount representing interest | ( | ) | ||
| Present value of lease liabilities | ||||
| Less current portion | ( | ) | ||
| Noncurrent lease liabilities | $ | |||
Asset Management Agreement
Pursuant
to the terms of the Asset Management Agreement, the Company agreed to pay the Asset Manager and 21Shares a monthly fee in arrears computed
at an annual rate as follows: (i)
Strategic Advisor Agreement
On
November 17, 2025, the Company entered into a strategic advisor agreement with Dogecoin Ventures LLC (which, for the avoidance of doubt,
is not related to the Asset Manager), pursuant to which the Company engaged Dogecoin Ventures LLC to provide certain advisory services
relating to the Company’s digital asset treasury business in exchange for, among other things, a monthly advisory fee of $
22
CLEANCORE SOLUTIONS, INC.
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2025 AND 2024
18. Subsequent Events
Digital Asset Activity
During the period between January 1, 2026 and February 10, 2026, the Company did not purchase or sell any units of Dogecoin.
As of February 10, 2026, the Company’s digital asset fair value is $
Stock Issuances
On January 1, 2026, the Company issued an aggregate of
On
January 5, 2026, the Company issued an aggregate of
On
February 5, 2026, the Company issued an aggregate of
23
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
The following discussion and analysis summarizes the significant factors affecting our operating results, financial condition, liquidity and cash flows as of and for the periods presented below. The following discussion and analysis should be read in conjunction with the financial statements and the related notes thereto included elsewhere in this report. The discussion contains forward-looking statements that are based on the beliefs of management, as well as assumptions made by, and information currently available to, our management. Actual results could differ materially from those discussed in or implied by forward-looking statements as a result of various factors, including those discussed below and elsewhere in this report.
Use of Terms
Except as otherwise indicated by the context and for the purposes of this report only, references in this report to “we,” “us,” “our” and “our company” refer to CleanCore Solutions, Inc., a Nevada corporation, and its wholly owned subsidiary CleanCore Global Limited, an Irish company, or CleanCore Global.
Special Note Regarding Forward Looking Statements
This report contains forward-looking statements that are based on our management’s beliefs and assumptions and on information currently available to us. All statements other than statements of historical facts are forward-looking statements. These statements relate to future events or to our future financial performance and involve known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. Forward-looking statements include, but are not limited to, statements about:
| ● | our goals and strategies; |
| ● | our future business development, financial condition and results of operations; |
| ● | expected changes in our revenue, costs or expenditures; |
| ● | growth of and competition trends in our industry; |
| ● | our expectations regarding demand for, and market acceptance of, our products and services; |
| ● | our expectations regarding our relationships with investors, institutional funding partners and other parties we collaborate with; |
| ● | fluctuations in general economic and business conditions in the market in which we operate; and |
| ● | relevant government policies and regulations relating to our industry. |
In some cases, you can identify forward-looking statements by terms such as “may,” “could,” “will,” “should,” “would,” “expect,” “plan,” “intend,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” “project” or “continue” or the negative of these terms or other comparable terminology. These statements are only predictions. You should not place undue reliance on forward-looking statements because they involve known and unknown risks, uncertainties and other factors, which are, in some cases, beyond our control and which could materially affect results. Factors that may cause actual results to differ materially from current expectations include, among other things, those listed under Item 1A “Risk Factors” included in our Annual Report on Form 10-K for the fiscal year ended June 30, 2025, or the Form 10-K, as may be amended, supplemented or superseded from time to time by other reports we file with the Securities and Exchange Commission, or the SEC, in the future, and elsewhere in this report. If one or more of these risks or uncertainties occur, or if our underlying assumptions prove to be incorrect, actual events or results may vary significantly from those implied or projected by the forward-looking statements. No forward-looking statement is a guarantee of future performance.
In addition, statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based upon information available to us as of the date of this report, and while we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain and investors are cautioned not to unduly rely upon these statements.
The forward-looking statements made in this report relate only to events or information as of the date on which the statements are made in this report. Except as expressly required by the federal securities laws, there is no undertaking to publicly update or revise any forward-looking statements, whether as a result of new information, future events, changed circumstances or any other reason.
24
Overview
We specialize in the development and production of cleaning products that produce pure aqueous ozone for professional, industrial, or home use. We have a patented nanobubble technology using aqueous ozone that we believe is highly effective in cleaning, sanitizing, and deodorizing surfaces and high-touch areas.
We offer products and solutions that are marketed for janitorial and sanitation, ice machine cleaning, laundry, and industrial industries. Our products are used in many types of environments including retail establishments, distribution centers, factories, warehouses, restaurants, schools and universities, airports, healthcare, food service, and commercial buildings such as offices, malls, and stores.
Our mission is to become a leader in creating safe, clean spaces that are free from any chemical residue or skin irritants. We are currently expanding our distributor network, improving our production processes, and proving the effectiveness of our products in restaurants, airports, and hotels.
On September 5, 2025, we adopted a digital asset treasury strategy focused on Dogecoin. Pursuant to an asset management agreement that we entered into with Dogecoin Ventures, Inc., or the Asset Manager, and 21Shares US LLC, or 21Shares, on September 5, 2025, or the Asset Management Agreement, we established a multiyear advisory and asset-management program with the Asset Manager (which is a wholly-owned subsidiary of House of Doge Inc., the commercial arm of the Dogecoin Foundation) and 21Shares to manage our treasury assets, which include available cash or digital assets placed in our account to be utilized for such purpose, or the Treasury Account, as well as all investments thereof, proceeds of, income on and additions or accretions to the same, including all assets which are or were in the Treasury Account, but which are deployed in decentralized finance or similar blockchain transactions from time to time in accordance with the investment strategy described in the Asset Management Agreement (which we refer to as the Treasury Assets).
Principal Factors Affecting the Financial Performance of our Cleaning Solutions Business
The operating results for our cleaning solutions business are primarily affected by the following factors:
| ● | our ability to acquire new customers or retain existing customers; |
| ● | our ability to stay ahead of our value-proposition to end consumers; |
| ● | our ability to continue innovating our technology to meet consumer demand; |
| ● | industry demand and competition; and |
| ● | market conditions and our market position. |
Principal Factors Affecting the Financial Performance of our Cryptocurrency Treasury Operations
The operating results for our Treasury operations are primarily affected by the following factors:
| ● | the market value of Dogecoin tokens; |
| ● | the trading volume of Dogecoin tokens; and |
| ● | investor understanding and willingness to purchase and use Dogecoin. |
Segments
Due to the establishment of our digital asset treasury strategy on September 5, 2025, we now have two reportable operating segments: (i) the CleanCore segment, which is engaged in the development and production of cleaning products and solutions that are marketed for professional, industrial, or home use; and (ii) the Treasury segment, which executes our digital asset treasury strategy focused on Dogecoin and includes the Treasury Assets. The Treasury segment also includes dedicated resources assigned to execute on our digital asset strategy, unrealized gain or loss on digital assets, and other third-party costs associated with our digital assets holdings, and income tax effects generated from our Dogecoin holdings to better align with their activities and utilization.
25
Our chief operating decision maker, or CODM, is our Chief Executive Officer, who manages our company as two discrete segments as well as on a consolidated basis. The CODM uses net income (loss) to assess the profitability of the CleanCore segment by comparing actual to budgeted results on a quarterly basis. In doing so, he focuses on revenue, gross profit, and operating profit (loss) of the CleanCore segment. The CODM, in conjunction with our Chief Investment Officer, assesses the Treasury segment using the value of the Dogecoin and number of tokens held. Both segments allocate personnel and budget accordingly to maximize potential profitability. The CODM also uses net income (loss) to understand the impact from income taxes and financing costs for general tax and liquidity planning purposes.
Emerging Growth Company
We qualify as an “emerging growth company” under the Jumpstart Our Business Startups Act of 2012, or the JOBS Act. As a result, we are permitted to, and intend to, rely on exemptions from certain disclosure requirements. For so long as we are an emerging growth company, we will not be required to:
| ● | have an auditor report on our internal controls over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act; |
| ● | comply with any requirement that may be adopted by the Public Company Accounting Oversight Board regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements (i.e., an auditor discussion and analysis); |
| ● | submit certain executive compensation matters to stockholder advisory votes, such as “say-on-pay” and “say-on-frequency;” and |
| ● | disclose certain executive compensation related items such as the correlation between executive compensation and performance and comparisons of the chief executive officer’s compensation to median employee compensation. |
In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act of 1933, as amended, for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have elected to take advantage of the benefits of this extended transition period. Our financial statements may therefore not be comparable to those of companies that comply with such new or revised accounting standards.
We will remain an emerging growth company until the earliest of (i) the last day of the fiscal year following the fifth anniversary of our initial public offering, (ii) the last day of the first fiscal year in which our total annual gross revenues are $1.235 billion or more, (iii) the date that we become a “large accelerated filer” as defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended, or the Exchange Act, which would occur if the market value of our common stock that is held by non-affiliates exceeds $700 million as of the last business day of our most recently completed second fiscal quarter or (iv) the date on which we have issued more than $1 billion in non-convertible debt during the preceding three year period.
26
Results of Operations
Comparison of Three Months Ended December 31, 2025 and 2024
The following table sets forth key components of our results of operations for the three months ended December 31, 2025 and 2024, both in dollars and as a percentage of our revenue.
| Three Months Ended December 31, | ||||||||||||||||
| 2025 | 2024 | |||||||||||||||
| Amount | %
of Revenue | Amount | %
of Revenue | |||||||||||||
| Revenue, net | $ | 1,068,851 | 100.00 | % | $ | 257,269 | 100.00 | % | ||||||||
| Cost of sales | 341,451 | 31.95 | % | 195,258 | 75.90 | % | ||||||||||
| Gross profit | 727,400 | 68.05 | % | 62,011 | 24.10 | % | ||||||||||
| Operating expenses: | ||||||||||||||||
| General and administrative expense | 21,328,326 | 1,995.44 | % | 911,173 | 354.17 | % | ||||||||||
| Advertising expense | 53,901 | 5.04 | % | 74,905 | 29.12 | % | ||||||||||
| Depreciation and amortization expense | 63,061 | 5.90 | % | 39,928 | 15.52 | % | ||||||||||
| Total operating expenses | 21,445,288 | 2,006.39 | % | 1,026,006 | 398.81 | % | ||||||||||
| Loss from operations | (20,717,888 | ) | (1,938.33 | )% | (963,995 | ) | (374.70 | )% | ||||||||
| Other income (expense) | ||||||||||||||||
| Interest income (expense), net | 62,736 | 5.87 | % | (41,035 | ) | (15.95 | )% | |||||||||
| Change in fair value of digital assets | 83,703,185 | ) | (7,831.14 | )% | - | - | ||||||||||
| Foreign exchange loss | (2,015 | ) | (0.19 | )% | - | - | ||||||||||
| Total other income (expense) | (83,642,464 | ) | (7,825.46 | )% | (41,035 | ) | (15.95 | )% | ||||||||
| Net loss | $ | (104,360,352 | ) | (9,763.79 | )% | $ | (1,005,030 | ) | (390.65 | )% | ||||||
Revenue. All of our revenue is generated by the CleanCore segment, which generates revenue from sales of our cleaning products. Our revenue increased by $811,582, or 315.46%, to $1,068,851 for the three months ended December 31, 2025 from $257,269 for the three months ended December 31, 2024. The increase is primarily due to sales from a new customer, which generated revenue of $508,992 in the three months ended December 31, 2025.
Cost of sales. Our cost of sales consists of raw materials, components, labor, demo expenses and warranty reserves. Our cost of sales increased by $146,193, or 74.87%, to $341,451 for the three months ended December 31, 2025 from $195,258 for the three months ended December 31, 2024. As a percentage of revenue, cost of sales was 31.95% and 75.90% for the three months ended December 31, 2025 and 2024, respectively. The decrease is the result of better efficiencies driven by scale, cost optimization, and technological improvements.
Gross profit. As a result of the foregoing, our gross profit increased by $665,389, or 1,073.02%, to $727,400 for the three months ended December 31, 2025 from $62,011 for the three months ended December 31, 2024. As a percentage of revenue, gross profit was 68.05% and 24.10% for the three months ended December 31, 2025 and 2024, respectively.
General and administrative expenses. In the CleanCore segment, our general and administrative expenses consist primarily of personnel expenses, including employee salaries and bonuses plus related payroll taxes, stock based compensation expense, professional advisor fees, bad debts, rent expense, insurance and other expenses incurred in connection with general operations. In the Treasury segment, our general and administrative expenses consist primary of professional advisor fees, stock based compensation expense, insurance expense, and employee salaries and bonuses plus related payroll taxes. Our general and administrative expenses increased by $20,417,153, or 2,240.75%, to $21,328,326 for the three months ended December 31, 2025 from $911,173 for the three months ended December 31, 2024. As a percentage of revenue, our general and administrative expenses were 1,995.44% and 354.17% for the three months ended December 31, 2025 and 2024, respectively. This increase was primarily due to increases of $12,836,619 in professional and consulting fees, $6,524,502 in stock compensation expense, $560,341 in payroll and benefits related to an increase in headcount, and $439,276 in insurance. On a segmented basis, general and administrative expenses for the CleanCore and Treasury segments for the three months ended December 31, 2025 were $17,942,659 and $3,385,667, respectively.
Advertising expenses. In the CleanCore segment, advertising expenses consist of vendor trade shows and various trade publications. In the Treasury segment, advertising expense is driven by crypto marketing expenses. Our advertising expenses decreased by $21,004, or 28.04%, to $53,901 for the three months ended December 31, 2025 from $74,905 for the three months ended December 31, 2024. Such a decrease was primarily due to the timing and strategy of outbound sales activity. As a percentage of revenue, our advertising expenses were 5.04% and 29.12% for the three months ended December 31, 2025 and 2024, respectively. On a segmented basis, advertising expenses for the CleanCore and Treasury segments for the three months ended December 31, 2025 were $20,883 and $33,018, respectively.
Depreciation and amortization expense. Depreciation and amortization expense, all of which is generated by the CleanCore segment, increased by $23,133, or 57.94%, to $63,061 for the three months ended December 31, 2025 from $39,928 for the three months ended December 31, 2024. As a percentage of revenue, depreciation and amortization expense was 5.90% and 15.52% for the three months ended December 31, 2025 and 2024, respectively. The increase in expense is due to amortization expense associated with additional intangibles acquired with the asset acquisition of Sanzonate in April 2025.
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Total other income (expense). We had $83,642,464 in total other expense, net, for the three months ended December 31, 2025, as compared to $41,035 for the three months ended December 31, 2024. Other expense, net, for the three months ended December 31, 2025 consisted of a change in fair value of digital assets of $83,703,185 and a foreign exchange loss of $2,015, offset by interest income, net, of $62,736, while other expense, net, for the three months ended December 31, 2024 consisted entirely of interest expense. The increase in change in fair value of digital assets is driven by the adoption of our digital asset treasury strategy and a decrease in the fair value of Dogecoin.
Net loss. As a result of the cumulative effect of the factors described above, we had a net loss of $104,360,352 for the three months ended December 31, 2025, as compared to $1,005,030 for the three months ended December 31, 2024, an increase of $103,355,322, or 10,283.80%.
Comparison of Six Months Ended December 31, 2025 and 2024
The following table sets forth key components of our results of operations for the six months ended December 31, 2025 and 2024, both in dollars and as a percentage of our revenue.
| Six Months Ended December 31, | ||||||||||||||||
| 2025 | 2024 | |||||||||||||||
| Amount | %
of Revenue | Amount | %
of Revenue | |||||||||||||
| Revenue, net | $ | 1,973,608 | 100.00 | % | $ | 622,168 | 100.00 | % | ||||||||
| Cost of sales | 710,014 | 35.98 | % | 374,657 | 60.22 | % | ||||||||||
| Gross profit | 1,263,594 | 64.02 | % | 247,511 | 39.78 | % | ||||||||||
| Operating expenses: | ||||||||||||||||
| General and administrative expense | 29,934,861 | 1,516.76 | % | 1,827,387 | 293.71 | % | ||||||||||
| Advertising expense | 125,430 | 6.36 | % | 121,114 | 19.47 | % | ||||||||||
| Depreciation and amortization expense | 136,589 | 6.92 | % | 79,750 | 12.82 | % | ||||||||||
| Total operating expenses | 30,196,880 | 1,530.03 | % | 2,028,251 | 326.00 | % | ||||||||||
| Loss from operations | (28,933,286 | ) | (1,466.01 | )% | (1,780,740 | ) | (286.22 | )% | ||||||||
| Other income (expense) | ||||||||||||||||
| Interest expense, net | (91,594 | ) | (4,64 | )% | (80,369 | ) | (12.92 | )% | ||||||||
| Change in fair value of digital assets | (88,699,929 | ) | (4,494.30 | )% | - | - | ||||||||||
| Foreign exchange loss | (3,242 | ) | (0.16 | )% | - | - | ||||||||||
| Total other income (expense) | (88,794,765 | ) | (4,499.11 | )% | (80,369 | ) | (12.92 | )% | ||||||||
| Net loss | $ | (117,728,051 | ) | (5,965.12 | )% | $ | (1,861,109 | ) | (299.13 | )% | ||||||
Revenue. Our revenue increased by $1,351,440, or 217.21%, to $1,973,608 for the six months ended December 31, 2025 from $257,269 for the six months ended December 31, 2024. The increase is primarily due to sales from a new customer, which generated revenue of $863,334 in the six months ended December 31, 2025.
Cost of sales. Our cost of sales increased by $335,357, or 89.51%, to $710,014 for the six months ended December 31, 2025 from $195,258 for the six months ended December 31, 2024. As a percentage of revenue, cost of sales was 35.98% and 60.22% for the six months ended December 31, 2025 and 2024, respectively. The decrease is the result of better efficiencies driven by scale, cost optimization, and technological improvements.
Gross profit. As a result of the foregoing, our gross profit increased by $1,016,083, or 410.52%, to $1,263,594 for the six months ended December 31, 2025 from $247,511 for the six months ended December 31, 2024. As a percentage of revenue, gross profit was 64.02% and 39.78% for the six months ended December 31, 2025 and 2024, respectively.
General and administrative expenses. Our general and administrative expenses increased by $28,107,474, or 1,538.12%, to $29,934,861 for the six months ended December 31, 2025 from $911,173 for the six months ended December 31, 2024. As a percentage of revenue, our general and administrative expenses were 1,516.76% and 293.71% for the six months ended December 31, 2025 and 2024, respectively. This increase was primarily due to increases of $18,662,635 in professional and consulting fees, 7,509,878 in stock compensation expense, $1,245,340 in payroll and benefits related to an increase in headcount, and $578,342 in insurance. On a segmented basis, general and administrative expenses for the CleanCore and Treasury segments for the six months ended December 31, 2025 were $21,678,560 and $8,256,301, respectively.
Advertising expenses. Our advertising expenses increased by $4,316, or 3.56%, to $125,430 for the six months ended December 31, 2025 from $74,905 for the six months ended December 31, 2024. Such an increase was primarily due to increased expenses related to crypto marketing, offset by lower marketing expenses for the CleanCore segment. As a percentage of revenue, our advertising expenses were 6.36% and 19.47% for the six months ended December 31, 2025 and 2024, respectively. On a segmented basis, advertising expenses for the CleanCore and Treasury segments for the six months ended December 31, 2025 were $61,912 and $63,518, respectively.
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Depreciation and amortization expense. Depreciation and amortization expense, all of which is generated by the CleanCore segment, increased by $56,839, or 71.27%, to $136,589 for the six months ended December 31, 2025 from $39,928 for the six months ended December 31, 2024. As a percentage of revenue, depreciation and amortization expense was 6.92% and 12.82% for the six months ended December 31, 2025 and 2024, respectively. The increase is due to amortization expense associated with additional intangibles acquired with the asset acquisition of Sanzonate in April 2025.
Total other income (expense). We had $88,794,765 in total other expense, net, for the six months ended December 31, 2025, as compared to $41,035 for the six months ended December 31, 2024. Other expense, net, for the six months ended December 31, 2025 consisted of a change in fair value of digital assets of $88,699,929, interest expense, net, of $91,594, and a foreign exchange loss of $3,242, while other expense, net, for the six months ended December 31, 2024 consisted entirely of interest expense. The increase in change in fair value of digital assets is driven by the adoption of our digital asset treasury strategy and a decrease in the fair value of Dogecoin.
Net loss. As a result of the cumulative effect of the factors described above, we had a net loss of $117,728,051 for the six months ended December 31, 2025, as compared to $1,861,109 for the six months ended December 31, 2024, an increase of $115,866,942, or 6,225.69%.
Liquidity and Capital Resources
Our company has incurred losses and negative cash flows from operations. From October 17, 2022 (the date of the acquisition) through December 31, 2025, we have financed our operations primarily through investor funding. As of December 31, 2025, we had cash and cash equivalents of $7,403,390, a net loss for the six months ended December 31, 2025 of $117,728,051 and cash used in operating activities of $7,167,396.
Despite our recent offerings described below, management believes that currently available resources will not be sufficient to fund our planned expenditures over the next 12 months. These factors, individually and collectively indicate that a material uncertainty exists that raises substantial doubt about our company’s ability to continue as a going concern for 12 months from the date of issuance of the accompanying financial statements.
We will be dependent upon the raising of additional capital through equity and/or debt financing in order to implement our business plan and generate sufficient revenue in excess of costs. If we raise additional capital through the issuance of equity securities or securities convertible into equity, stockholders will experience dilution, and such securities may have rights, preferences or privileges senior to those of the holders of common stock. If we raise additional funds by issuing debt, we may be subject to limitations on its operations, through debt covenants or other restrictions. There is no assurance that we will be successful with future financing ventures, and the inability to secure such financing may have a material adverse effect on our financial condition. The accompanying financial statements do not include any adjustments to the amounts and classifications of assets and liabilities that might be necessary should we be unable to continue as a going concern.
The accompanying financial statements have been prepared on a going concern basis under which our company is expected to be able to realize its assets and satisfy its liabilities in the normal course of business.
Summary of Cash Flow
The following table provides detailed information about our net cash flow for the six months ended December 31, 2025 and 2024.
| Six
months Ended December 31, | ||||||||
| 2025 | 2024 | |||||||
| Net cash used in operating activities | $ | (7,167,396 | ) | $ | (1,662,330 | ) | ||
| Net cash used in investing activities | (148,622,724 | ) | (9,065 | ) | ||||
| Net cash provided by financing activities | 161,721,570 | 215,273 | ||||||
| Effect of exchange rate changes on cash and cash equivalents | 10,944 | - | ||||||
| Net increase (decrease) in cash | 5,942,393 | (1,456,122 | ) | |||||
| Cash at beginning of period | 1,460,997 | 2,016,611 | ||||||
| Cash at end of period | $ | 7,403,390 | $ | 560,489 | ||||
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Net cash used in operating activities was $7,187,396 for the six months ended December 31, 2025, as compared to $1,662,330 for the six months ended December 31, 2024. For the six months ended December 31, 2025, our net loss of $117,728,052 and offset by a change in fair value of digital assets of $88,699,929, non-cash professional fees of $14,932,750 and stock-based compensation of $7,841,355, were the primary drivers of net cash used in operating activities. For the six months ended December 31, 2024, our net loss of $1,861,109, offset by stock-based compensation of $331,802, were the primary drivers of net cash used in operating activities.
Net cash used in investing activities was $148,622,724 for the six months ended December 31, 2025, as compared to $9,065 for the six months ended December 31, 2024. The net cash used in investing activities for the six months ended December 31, 2025 consisted of purchases of digital assets of $148,605,650 and purchases of property and equipment of $17,074, while the net cash used in investing activities for the six months ended December 31, 2024 consisted entirely of purchases of property and equipment.
Net cash provided by financing activities was $161,721,570 for the six months ended December 31, 2025, as compared to $215,273 for the six months ended December 31, 2024. Net cash provided by financing activities for the six months ended December 31, 2025 consisted of proceeds from the private placement described below of $137,907,255, proceeds from the Sales Agreement described below of $25,608,235 and proceeds from the exercise of warrants of $370,288, offset by repayments of notes payable of $660,000, payments for deferred offering costs of $1,078,967 and repayments of related party loans of $425,241. Net cash provided by financing activities for the six months ended December 31, 2024 consisted of proceeds from an advance on subscription of $300,000 and proceeds from the issuance of related party notes of $232,193, offset by payments of notes payable of $316,920.
On August 29, 2025, we entered into an amended and restated sales agreement, or the Sales Agreement, with Maxim Group LLC and Curvature Securities LLC, or the Sales Agents, pursuant to which we 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, issue and sell through or to the Sales Agents up to a maximum aggregate amount of $1,150,000,000 of shares of common stock. During the six months ended December 31, 2025, we issued an aggregate of 8,579,273 shares of common stock under the Sales Agreement for gross proceeds of $26,399,778 and net proceeds of approximately $25,608,235.
On September 5, 2025, we completed an offering of pre-funded warrants to purchase an aggregate of 175,000,420 shares of common stock for aggregate gross proceeds of $175,000,420, of which $148,650,530 was paid in cash and $26,349,890 was paid in cryptocurrency. After deducting placement agent fees, reimbursed expenses, and other offering expenses from the total gross proceeds, including both cash and cryptocurrency gross proceeds, we received net proceeds of approximately $164,257,145. Of this amount, approximately $1,075,000 was used to pay off outstanding indebtedness and $4,400,000 will be used for working capital and general corporate purposes, with the balance of the net proceeds being used to acquire Dogecoin.
Debt
Please see Notes 12 and 13 to our unaudited condensed consolidated financial statements above for a description of the terms of our outstanding debt.
Contractual Obligations
Pursuant to the terms of the Asset Management Agreement, we agreed to pay the Asset Manager and 21Shares a monthly fee in arrears computed at an annual rate as follows: (i) 2% in the aggregate on amounts up to and including $1,000,000,000 in Treasury Account value, with 1.75% paid to the Asset Manager and 0.25% paid to 21Shares; (ii) 1.75% in the aggregate on amounts above $1,000,000,000 up to and including $1,500,000,000 in Treasury Account value, with 1.5% paid to the Asset Manager and 0.25% paid to 21Shares; and (iii) 1.5% in the aggregate on amounts above $1,500,000,000 in Treasury Account value, with 1.25% paid to the Asset Manager and 0.25% paid to 21Shares. Such payments may be made, in the sole discretion of the Asset Manager or 21Shares, in shares of common stock, cash, or Dogecoin and shall be pro-rated for partial periods.
On November 17, 2025, we entered into a strategic advisor agreement with Dogecoin Ventures LLC (which, for the avoidance of doubt, is not related to the Asset Manager), pursuant to which we engaged Dogecoin Ventures LLC to provide certain advisory services relating to our digital asset treasury business in exchange for, among other things, a monthly advisory fee of $83,333.
Our other principal commitments consist mostly of obligations under the loans described in Notes 10 and 11 to our unaudited condensed consolidated financial statements above. We also have a non-cancellable operating lease commitment for our office facility expiring in 2028 as described in Note 14 to the unaudited condensed consolidated financial statements above.
Other than the foregoing, at December 31, 2025, we did not have other long-term debt obligations, capital (finance) lease obligations, operating lease obligations, purchase obligations or other long-term liabilities reflected on our statements of financial position.
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Off-Balance Sheet Arrangements
We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.
Critical Accounting Policies and Estimates
The preparation of our unaudited condensed consolidated financial statements requires our management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. On a regular basis, we evaluate these estimates. These estimates are based on management’s historical industry experience and on various other assumptions that are believed to be reasonable under the circumstances. Actual results may differ from these estimates.
For a description of the accounting policies that, in management’s opinion, involve the most significant application of judgment or involve complex estimation and which could, if different judgment or estimates were made, materially affect our reported financial position, results of operations, or cash flows, see Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Critical Accounting Policies” in the Form 10-K and Part I, Item 2 “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Critical Accounting Policies and Estimates” in our Quarterly Report on Form 10-Q for the quarter ended September 30, 2025.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
Not applicable.
ITEM 4. CONTROLS AND PROCEDURES.
Evaluation of Disclosure Controls and Procedures
We maintain “disclosure controls and procedures,” as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, that are designed to ensure information required to be disclosed in our reports that we file or furnish pursuant to the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the rules and forms of the SEC, and that such information is accumulated and communicated to our management, including our Chief Executive Officer (our principal executive officer) and Chief Financial Officer (our principal financial officer), as appropriate to allow for timely decisions regarding required disclosure.
Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures as of December 31, 2025. Based on such evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that, as of such date, our disclosure controls and procedures were not effective at a reasonable assurance level due to the material weaknesses in internal control over financial reporting described in Item 9A “Controls and Procedures” of the Form 10-K, which we are still in the process of remediating as of December 31, 2025. Investors are directed to Item 9A of the Form 10-K for the description of these weaknesses. Notwithstanding the identified material weaknesses, management, including our Chief Executive Officer and Chief Financial Officer, believes the unaudited condensed consolidated financial statements included in this report fairly represent, in all material respects, our financial condition, results of operations and cash flows as of and for the periods presented in accordance with United States generally accepted accounting principles.
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Changes in Internal Control over Financial Reporting
We regularly review our system of internal control over financial reporting and make changes to our processes and systems to improve controls and increase efficiency, while ensuring that we maintain an effective internal control environment. Changes may include such activities as implementing new, more efficient systems, consolidating activities, and migrating processes.
Other than in connection with the remedial measures described below, there were no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the period covered by this report that have materially affected or are reasonably likely to materially affect our internal control over financial reporting.
As disclosed in the Form 10-K, our management has identified the steps necessary to address the material weaknesses, and in the second quarter of fiscal year 2026, we continued to implement the following remedial procedures. We are planning on implementing measures designed to improve our internal control over financial reporting to remediate these material weaknesses, including formalizing our processes and internal control documentation and strengthening supervisory reviews by our financial management and hiring additional qualified accounting and finance personnel and engaging financial consultants to enable the implementation of internal control over financial reporting and segregating duties amongst accounting and finance personnel.
While we are implementing these measures, we cannot assure you that these efforts will remediate our material weaknesses and significant deficiencies in a timely manner, or at all, or prevent restatements of our financial statements in the future. If we are unable to successfully remediate our material weaknesses, or identify any future significant deficiencies or material weaknesses, the accuracy and timing of our financial reporting may be adversely affected, we may be unable to maintain compliance with securities law requirements regarding timely filing of periodic reports, and the market price of our class B common stock may decline as a result.
Our management, including our principal executive officer and principal financial officer, do not expect that our disclosure controls and procedures or our internal control over financial reporting will prevent all errors and all fraud. Our management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management necessarily is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of a simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the controls. The design of any system of controls is also based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions; over time, controls may become inadequate because of changes in conditions, or the degree of compliance with policies or procedures may deteriorate. Due to inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.
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PART II
OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
From time to time, we may become involved in various lawsuits and legal proceedings which arise in the ordinary course of business. However, litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business. We are currently not aware of any such legal proceedings or claims that we believe will have a material adverse effect on our business, financial condition or operating results.
ITEM 1A. RISK FACTORS.
Not applicable.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.
Except as set forth below, we have not sold any unregistered equity securities during the three months ended December 31, 2025 that were not previously disclosed in a current report on Form 8-K that was filed during the quarter.
| ● | On November 17, 2025, we issued 4,000,000 shares of common stock to Dogecoin Ventures LLC pursuant to the strategic advisor agreement described above. |
We issued these securities in reliance upon an exemption from the registration requirements of Section 5 of the Securities Act of 1933, as amended.
We did not repurchase any shares of our common stock during the three months ended December 31, 2025.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
None.
ITEM 4. MINE SAFETY DISCLOSURES.
Not applicable.
ITEM 5. OTHER INFORMATION.
We have no information to disclose that was required to be disclosed in a report on Form 8-K during the three months ended December 31, 2025 but was not reported.
There have been no material changes to the procedures by which stockholders may recommend nominees to our board of directors since such procedures were last disclosed.
None of
our directors or executive officers
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ITEM 6. EXHIBITS.
| * | Filed herewith |
| ** | Furnished herewith |
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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 thereunto duly authorized.
| Date: February 11, 2026 | CLEANCORE SOLUTIONS, INC. | |
| /s/ Clayton Adams | ||
| Name: | Clayton Adams | |
| Title: | Chief Executive Officer | |
| (Principal Executive Officer) | ||
| /s/ David Enholm | ||
| Name: | David Enholm | |
| Title: | Chief Financial Officer | |
| (Principal Financial and Accounting Officer) | ||
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