Zone Frontier Inc S-1/A, filed Mar 29, 2024

Zone Frontier Inc. (ZONE)

S-1/A 2024-03-29

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Nevada		3580		88-4042082
(State or other jurisdiction of incorporation or organization)		(Primary Standard Industrial Classification Code Number)		(I.R.S. Employer Identification Number)

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☒

Exhibit No.		Description
1.1		Form of Underwriting Agreement (incorporated by reference to Exhibit 1.1 to Amendment No. 1 to the Registration Statement on Form S-1/A filed on November 29, 2023)
3.1		Articles of Incorporation of CleanCore Solutions, Inc., as amended (incorporated by reference to Exhibit 3.1 to the Registration Statement on Form S-1 filed on October 10, 2023)
3.2		Bylaws of CleanCore Solutions, Inc. (incorporated by reference to Exhibit 3.2 to the Registration Statement on Form S-1 filed on October 10, 2023)
4.1		Form of Representative’s Warrant (included in Exhibit 1.1)
5.1		Opinion of Sherman & Howard L.L.C. as to the legality of the shares (incorporated by reference to Exhibit 5.1 to Amendment No. 5 to the Registration Statement on Form S-1/A filed on March 15, 2024)
10.1		Form of Subscription Agreement relating to 2022 private placement (incorporated by reference to Exhibit 10.1 to the Registration Statement on Form S-1 filed on October 10, 2023)
10.2		Form of 10% Original Issue Discount Convertible Promissory Note relating to the 2024 private placement (incorporated by reference to Exhibit 10.2 to Amendment No. 3 to the Registration Statement on Form S-1/A filed on February 23, 2024)
10.3		Asset Purchase Agreement, dated October 17, 2022, among CleanCore Solutions, Inc., CleanCore Solutions, LLC, TetraClean Systems, LLC, Food Safety Technology L.L.C. and Burlington Capital, LLC (incorporated by reference to Exhibit 10.2 to the Registration Statement on Form S-1 filed on October 10, 2023)
10.4		Promissory Note issued by CleanCore Solutions, Inc. to Burlington Capital, LLC on October 17, 2022 (incorporated by reference to Exhibit 10.3 to the Registration Statement on Form S-1 filed on October 10, 2023)
10.5		Extension Agreement, dated September 13, 2023, between CleanCore Solutions, Inc. and Burlington Capital, LLC (incorporated by reference to Exhibit 10.4 to the Registration Statement on Form S-1 filed on October 10, 2023)
10.6		Second Extension Agreement, dated December 17, 2023, between CleanCore Solutions, Inc. and Burlington Capital LLC (incorporated by reference to Exhibit 10.5 to Amendment No. 2 to the Registration Statement on Form S-1/A filed on January 9, 2024)
10.7		Transition Assistance Agreement, dated October 17, 2022, between CleanCore Solutions, Inc. and Burlington Capital, LLC (incorporated by reference to Exhibit 10.5 to the Registration Statement on Form S-1 filed on October 10, 2023)
10.8		Patent Assignment Agreement, dated September 29, 2022, by Food Safety Technology L.L.C. in favor of CleanCore Solutions, Inc. (incorporated by reference to Exhibit 10.6 to the Registration Statement on Form S-1 filed on October 10, 2023)
10.9		Patent Assignment Agreement, dated September 29, 2022, by CleanCore Solutions, LLC in favor of CleanCore Solutions, Inc. (incorporated by reference to Exhibit 10.7 to the Registration Statement on Form S-1 filed on October 10, 2023)
10.10		Trademark Assignment Agreement, dated October 17, 2023, by Food Safety Technology, L.L.C. in favor of CleanCore Solutions, Inc. (incorporated by reference to Exhibit 10.8 to the Registration Statement on Form S-1 filed on October 10, 2023)
10.11		Trademark Assignment Agreement, dated October 17, 2023, by CleanCore Solutions, LLC in favor of CleanCore Solutions, Inc. (incorporated by reference to Exhibit 10.9 to the Registration Statement on Form S-1 filed on October 10, 2023)
10.12		Promissory Note issued by CleanCore Solutions, Inc. to Matthew Atkinson on October 4, 2022 (incorporated by reference to Exhibit 10.10 to the Registration Statement on Form S-1 filed on October 10, 2023)
10.13		Promissory Note issued by CleanCore Solutions, Inc. to Clayton Adams on October 4, 2022 (incorporated by reference to Exhibit 10.11 to the Registration Statement on Form S-1 filed on October 10, 2023)
10.14		Loan Agreement, dated March 26, 2024, between CleanCore Solutions, Inc. and Clayton Adams (incorporated by reference to Exhibit 10.14 to Amendment No. 6 to the Registration Statement on Form S-1/A filed on March 27, 2024)
10.15		Revolving Credit Note issued by CleanCore Solutions, Inc. to Clayton Adams on March 26, 2024 (incorporated by reference to Exhibit 10.15 to Amendment No. 6 to the Registration Statement on Form S-1/A filed on March 27, 2024)

Exhibit No.		Description
10.16		Business Property Lease, dated November 9, 2022, between RMR Mercury I-80, LLC and CleanCore Solutions, Inc. (incorporated by reference to Exhibit 10.13 to the Registration Statement on Form S-1 filed on October 10, 2023)
10.17		Business Property Lease Amendment, dated October 3, 2023, between RMR Mercury I-80, LLC and CleanCore Solutions, Inc. (incorporated by reference to Exhibit 10.13 to the Registration Statement on Form S-1 filed on October 10, 2023)
10.18		Business Property Lease Second Amendment, dated March 20, 2024, between RMR Mercury I-80, LLC and CleanCore Solutions, Inc. (incorporated by reference to Exhibit 10.18 to Amendment No. 6 to the Registration Statement on Form S-1/A filed on March 27, 2024)
10.19		Distribution Agreement, dated September 7, 2023, between Quail Systems, LLC and CleanCore Solutions, Inc. (incorporated by reference to Exhibit 10.14 to the Registration Statement on Form S-1 filed on October 10, 2023)
10.20		Amendment to the Distribution Agreement, dated September 18, 2023, between Quail Systems, LLC and CleanCore Solutions, Inc. (incorporated by reference to Exhibit 10.15 to the Registration Statement on Form S-1 filed on October 10, 2023)
10.21		Agreement, dated July 27, 2023, between Nebraska C. Ozone, LLC and CleanCore Solutions, Inc. (incorporated by reference to Exhibit 10.16 to the Registration Statement on Form S-1 filed on October 10, 2023)
10.22†		Employment Agreement, dated February 5, 2024, between CleanCore Solutions, Inc. and Douglas T. Moore (incorporated by reference to Exhibit 10.19 to Amendment No. 3 to the Registration Statement on Form S-1/A filed on February 23, 2024)
10.23†		Employment Agreement, dated July 18, 2023, between CleanCore Solutions, Inc. and Matthew Atkinson (incorporated by reference to Exhibit 10.17 to the Registration Statement on Form S-1 filed on October 10, 2023)
10.24†		Employment Agreement, dated March 27, 2023, between CleanCore Solutions, Inc. and David Enholm (incorporated by reference to Exhibit 10.18 to the Registration Statement on Form S-1 filed on October 10, 2023)
10.25†		Employment Agreement, dated November 1, 2022, between CleanCore Solutions, Inc. and Gary Hollst (incorporated by reference to Exhibit 10.19 to the Registration Statement on Form S-1 filed on October 10, 2023)
10.26†		Consulting Agreement, dated October 17, 2023, between CleanCore Solutions, Inc. and Elev8 Marketing, LLC (incorporated by reference to Exhibit 10.20 to the Registration Statement on Form S-1 filed on October 10, 2023)
10.27†		Consulting Agreement, dated October 17, 2023, between CleanCore Solutions, Inc. and Birddog Capital, LLC (incorporated by reference to Exhibit 10.21 to the Registration Statement on Form S-1 filed on October 10, 2023)
10.28†		CleanCore Solutions, Inc. Stock Option Agreement, dated September 16, 2022, between CleanCore Solutions, Inc. and Matthew Atkinson (incorporated by reference to Exhibit 10.22 to the Registration Statement on Form S-1 filed on October 10, 2023)
10.29†		CleanCore Solutions, Inc. Stock Option Agreement, dated September 16, 2022, between CleanCore Solutions, Inc. and Clayton Adams (incorporated by reference to Exhibit 10.23 to the Registration Statement on Form S-1 filed on October 10, 2023)
10.30		Form of Independent Director Agreement between CleanCore Solutions, Inc. and each independent director and each director nominee (incorporated by reference to Exhibit 10.24 to the Registration Statement on Form S-1 filed on October 10, 2023)
10.31		Form of Indemnification Agreement between CleanCore Solutions, Inc. and each independent director and each director nominee (incorporated by reference to Exhibit 10.25 to the Registration Statement on Form S-1 filed on October 10, 2023)
10.32†		CleanCore Solutions, Inc. 2022 Equity Incentive Plan (incorporated by reference to Exhibit 10.26 to the Registration Statement on Form S-1 filed on October 10, 2023)
10.33†		CleanCore Solutions, Inc. Amendment No. 1 to the 2022 Equity Incentive Plan (incorporated by reference to Exhibit 10.28 to Amendment No. 2 to the Registration Statement on Form S-1/A filed on January 9, 2024)
10.34†		Form of Stock Option Agreement (incorporated by reference to Exhibit 10.27 to the Registration Statement on Form S-1 filed on October 10, 2023)
10.35†		Form of Restricted Stock Award Agreement (incorporated by reference to Exhibit 10.28 to the Registration Statement on Form S-1 filed on October 10, 2023)
10.36†		Form of Restricted Stock Unit Award Agreement (incorporated by reference to Exhibit 10.29 to the Registration Statement on Form S-1 filed on October 10, 2023)

Exhibit No.		Description
23.1		Consent of TAAD LLP
23.2		Consent of Sherman & Howard L.L.C. (included in Exhibit 5.1)
24.1		Power of Attorney (included on the signature page of this registration statement)
99.1		Consent of Larry Goldman (director nominee) (incorporated by reference to Exhibit 99.1 to Amendment No. 3 to the Registration Statement on Form S-1/A filed on February 23, 2024)
99.2		Consent of James M. Grisham (director nominee) (incorporated by reference to Exhibit 99.2 to the Registration Statement on Form S-1 filed on October 10, 2023)
99.3		Consent of Brent Cox (director nominee) (incorporated by reference to Exhibit 99.3 to Amendment No. 3 to the Registration Statement on Form S-1/A filed on February 23, 2024)
107		Exhibit Filing Fees (incorporated by reference to Exhibit 107 to Amendment No. 3 to the Registration Statement on Form S-1/A filed on February 23, 2024)

		CLEANCORE SOLUTIONS, INC.
		By:		/s/ Douglas T. Moore
				Douglas T. Moore
				Chief Executive Officer

SIGNATURE	TITLE	DATE
/s/ Douglas T. Moore	Chairman and Chief Executive Officer and Director	March 29, 2024
Douglas T. Moore	(principal executive officer)
/s/ David Enholm	Chief Financial Officer and Director	March 29, 2024
David Enholm	(principal financial and accounting officer)