8-K
CleanCore Solutions, Inc. (ZONE)
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The SecuritiesExchange Act of 1934
Date of Report (Date of earliest event reported):
March 10, 2026 (March 4, 2026)
| CLEANCORE SOLUTIONS, INC. | ||
|---|---|---|
| (Exact name of registrant as specified in its charter) | ||
| Nevada | 001-42033 | 88-4042082 |
| --- | --- | --- |
| (State or other jurisdiction<br><br>of incorporation) | (Commission File Number) | (IRS Employer <br><br>Identification No.) |
| 5920 S. 118th Circle, Omaha, NE | 68137 | |
| --- | --- | |
| (Address of principal executive offices) | (Zip Code) | |
| (877) 860-3030 | ||
| --- | ||
| (Registrant’s telephone number, including area code) | ||
| (Former name or former address, if changed since last report) | ||
| --- |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| --- | --- |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| --- | --- |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| --- | --- |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Class B Common Stock, par value $0.0001 per share | ZONE | NYSE American LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.
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. ☐
Item 1.01Entry into a Material Definitive Agreement.
Termination of Asset Management Agreement
As previously disclosed in a Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission (the “Commission”) on September 5, 2025 (the “8-K”), in connection with the offering and use of proceeds described in the 8-K, on September 5, 2025, CleanCore Solutions, Inc. (the “Company”) entered into an asset management agreement (the “Asset Management Agreement”) with Dogecoin Ventures, Inc., a wholly-owned subsidiary of House of Doge Inc. (the “Asset Manager” or “DCV”)), and 21Shares US LLC (“21Shares”), pursuant to which the Company appointed the Asset Manager to provide discretionary asset management services and appointed 21Shares to provide non-discretionary recommendations to the Asset Manager.
On March 9, 2026, the Company, the Asset Manager and 21 Shares entered into an Agreement of Termination and Release (the “AMA Termination Agreement”), whereby the termination of the Asset Management Agreement was effected. Pursuant to the AMA Termination Agreement, the Company agreed to transfer an aggregate amount of 70,000,000 Dogecoin tokens as follows: (i) 61,250,000 Dogecoin tokens to DCV and (ii) 8,750,000 Dogecoin tokens to 21Shares. Additionally, the parties thereto have entered into a release of the obligations under the Asset Management Agreement, and that certain Strategic Advisor Agreement dated September 5, 2025 by and between the Company and DCV, other than certain enumerated provisions that survive termination of such agreement.
The foregoing summary of the terms and conditions of the Asset Management Agreement and the AMA Termination Agreement do not purport to be complete and are qualified in their entirety by reference to the full text of the Asset Management Agreement and the AMA Termination Agreement attached as an exhibit hereto, which is incorporated herein by reference.
Termination of Consulting Agreement
As previously disclosed in the 8-K, on September 5, 2025, the Company entered into an executive consulting agreement (the “Consulting Agreement”) with Marco Margiotta, pursuant to which Mr. Margiotta agreed to serve as Chief Investment Officer of the Company, as an independent contractor.
On March 4, 2026, the Company and Mr. Margiotta entered into an Agreement of Termination and Release (the “Consulting Agreement Termination Agreement”), whereby the termination of the Consulting Agreement was effected. Pursuant to the Consulting Agreement Termination Agreement, the Company agreed to pay to Mr. Margiotta $500,000 cash. Additionally, the parties thereto have entered into a release of the obligations under the Consulting Agreement.
The foregoing summary of the terms and conditions of the Consulting Agreement and the Consulting Agreement Termination Agreement do not purport to be complete and are qualified in their entirety by reference to the full text of the Consulting Agreement and the Consulting Agreement Termination Agreement attached as an exhibit hereto, which is incorporated herein by reference.
Item 5.02 Departure of Directors or CertainOfficers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Resignation of Chief Investment Officer
Effective March 4, 2026, in connection with the execution and delivery of the Consulting Agreement Termination Agreement, Mr. Margiotta resigned as Chief Investment Officer.
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: March 10, 2026 | CLEANCORE SOLUTIONS, INC. | |
|---|---|---|
| /s/ Clayton Adams | ||
| Name: | Clayton Adams | |
| Title: | Chief Executive Officer |
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Exhibit10.2
Agreementof Termination and Release
This Agreement of Termination and Release (this “Agreement”) is entered into between CleanCore Solutions, Inc., a Nevada corporation with its principal place of business at 5920 S 118th Circle, Omaha, NE 68137 (the “Company”), Dogecoin Ventures, Inc., a wholly-owned subsidiary of House of Doge Inc., a Texas corporation with its principal place of business at 2045 NW 1st Avenue, Miami, Florida, 33127 (“DCV”), and 21Shares US LLC (“21Shares”) and is effective as March 6, 2026. Each of the Company, DCV, and 21Shares may be referred to individually as a “Party” and collectively as the “Parties”.
Recitals
WHEREAS, the Company, DCV, and 21Shares previously entered into that certain Asset Management Agreement, dated as of September 5, 2025 (the “Asset ManagementAgreement”), whereby DCV and 21Shares agreed to provide certain asset management services as provided therein;
WHEREAS, the Company, DCV, and 21Shares have mutually determined it would be in their respective best interests to terminate the Asset Management Agreement; and
WHEREAS, as a result of the foregoing, the Parties desire to enter into this Agreement to set forth in writing the terms and conditions with respect to the Parties’ agreement to terminate Asset Management Agreement (the “Transaction”).
NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto, hereby agree as follows:
1. Termination of Asset Management Agreement. Subject to the terms and conditions of this Agreement, the Parties hereby agree as follows:
Each of the Company, DCV, and 21Shares hereby agrees that the Asset Management Agreement shall be terminated and cancelled as of the Termination Date (as defined below). Each of the Company, DCV, and 21Shares hereby waives any and all notice obligations to each other set forth in the Asset Management Agreement relating to the termination thereof.
2. Consideration. In consideration of the Parties agreeing to voluntarily terminate the Asset Management Agreement, the Parties hereby agree as follows:
| a. | At the Closing (as defined below), the Company agrees to<br>transfer an aggregate amount of 70,000,000 Dogecoin tokens (the “Coin Consideration”) as follows: (i) 61,250,000 Dogecoin<br>tokens to DCV and (ii) 8,750,000 Dogecoin tokens to 21Shares. |
|---|---|
| b. | The Parties further acknowledge, understand and agree that<br>the Coin Consideration and the mutual release granted pursuant to Section 4 of this Agreement constitute the full consideration<br>payable by or to the Parties pursuant to this Agreement and that upon the Closing no party shall be entitled to any further payment or<br>consideration pursuant to the Asset Management Agreement. |
| --- | --- |
3. Time and Place of Closing; Closing and Post-Closing Deliveries.
| a. | The Transaction shall be deemed to have been consummated<br>(the “Closing”) at 8:00 a.m. Eastern Time on the date hereof (the “Termination Date”) electronically<br>by mutual exchange of facsimile or portable document format (.PDF) signatures, or at such other date or time as may be agreed upon from<br>time to time in writing by DCV and Company. |
|---|---|
| b. | At the Closing, the Parties shall do, or cause to be done,<br>the following: |
| --- | --- |
| i. | Each Party hereto shall deliver to each other Party a fully<br>executed copy of this Agreement. |
| --- | --- |
| ii. | The Company shall deliver the Coin Consideration to each applicable<br>Party in accordance with the instructions set forth on Exhibit A hereto. |
| --- | --- |
4. Release. In consideration of the covenants, agreements and undertakings of the Parties under this Agreement, effective upon the satisfaction of the Parties’ respective obligations under Section 2 of this Agreement, each Party, on behalf of itself and its respective present and former parents, subsidiaries, affiliates, officers, directors, shareholders, members, successors and assigns (collectively, “Releasors”) hereby releases, waives and forever discharges the other Party and its respective present and former, direct and indirect, parents, subsidiaries, affiliates, employees, officers, directors, shareholders, members, agents, representatives, permitted successors and permitted assigns (collectively, “Releasees”) of and from any and all actions, causes of action, suits, losses, liabilities, rights, debts, dues, sums of money, accounts, reckonings, obligations, costs, expenses, liens, bonds, bills, specialties, covenants, contracts, controversies, agreements, promises, variances, trespasses, damages, judgments, extents, executions, claims, and demands, of every kind and nature whatsoever, whether now known or unknown, foreseen or unforeseen, matured or unmatured, suspected or unsuspected, in law, admiralty or equity (collectively, “Claims”), which any of such Releasors ever had, now have, or hereafter can, shall, or may have against any of such Releasees for, upon, or by reason of any matter, cause, or thing whatsoever from the beginning of time through the date of this Agreement arising out of or relating to the Asset Management Agreement and/or any other agreement between the Company on the one hand and DCV and/or 21Shares on the other hand, including, without limitation, that certain Strategic Advisor Agreement dated September 5, 2025 by and between the Company and DCV, except for (i) any Claims relating to rights and obligations preserved by, created by or otherwise arising out of this Agreement and (ii) the following provisions of the Asset Management Agreement, which the Parties expressly agree shall survive termination of such agreement and remain in full force and effect: Section 11 (Liability and Indemnification), Section 12 (Confidentiality) and Section 16(i) (Arbitration).
5. Representations and Warranties.
| a. | Each Party hereby represents and warrants to the other Parties<br>that: |
|---|---|
| i. | such Party is a corporation or limited liability company (as<br>the case may be) duly organized, validly existing and in good standing under the laws of the state of its incorporation or formation; |
| --- | --- |
| ii. | such Party has the full right, corporate or limited liability<br>company power (as the case may be) and authority to enter into this Agreement and to perform its obligations hereunder; |
| --- | --- |
| iii. | the execution of this Agreement by the individual whose signature<br>is set forth at the end of such agreements on behalf of such Party (as applicable), and the delivery of such agreements by such Party<br>(as applicable), have been duly authorized by all necessary corporate or limited liability company action (as the case may be) on the<br>part of such Party; |
| --- | --- |
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| iv. | this Agreement has been executed and delivered by such Party<br>(as applicable) and (assuming due authorization, execution and delivery by the other Party) constitute the legal, valid and binding obligation<br>of such Party, enforceable against such Party in accordance with its terms, except as may be limited by any applicable bankruptcy, insolvency,<br>reorganization, moratorium, or similar laws and equitable principles related to or affecting creditors’ rights generally or the<br>effect of general principles of equity; and |
|---|---|
| v. | such Party (i) knows of no Claims against the other Party relating<br>to or arising out of the Advisor Agreement that are not covered by the release contained in Section 4 of this Agreement and (ii)<br>has neither assigned nor transferred any of the Claims released herein to any Person and no Person has subrogated to or has any interest<br>or rights in any Claims. |
| --- | --- |
| b. | The Company hereby and represents and warrants to the other<br>Parties that: |
| --- | --- |
| i. | the transfer of the Coin Consideration has been duly authorized<br>by all necessary corporate action on the part of the Company; and |
| --- | --- |
| ii. | the transfer of the Coin Consideration will not conflict with<br>or result in a breach by the Company of the terms, conditions or provisions of any agreement, instrument, order, judgment or decree to<br>which the Company is subject. |
| --- | --- |
| c. | All of the representations and warranties contained herein<br>shall survive the Termination Date. |
| --- | --- |
6. Governing Law. This Agreement shall be governed by, and construed and interpreted in accordance with, the internal laws of the State of New York without giving effect to any choice of conflict law provision or rule (whether of the State of New York or any other jurisdiction).
7. EACH PARTY, ON BEHALF OF ITSELF AND ITS AFFILIATES AND SUBSIDIARIES, TO THE FULLEST EXTENT PERMITTED BY LAW, KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVES ITS RIGHT TO A TRIAL BY JURY IN ANY ACTION OR OTHER LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT. THE WAIVER APPLIES TO ANY ACTION OR LEGAL PROCEEDING, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE.
8. Notices. All notices and other communications provided for in this Agreement shall be given in writing, addressed to the recipient Party as set forth in the Asset Management Agreement, or at such other address that shall be specified in a notice given in accordance with written instructions amongst the applicable Parties.
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9. Successors and Assigns. This Agreement and the rights and obligations hereunder may not be assigned or delegated by a Party, in whole or part, whether voluntarily, by operation of law, change of control or otherwise, without the prior written consent of the other Party. Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns.
10. Entire Agreement; Severability. This Agreement is the entire agreement of the Parties relating to the subject matter hereof, and the Parties have made no agreements, representations or warranties relating to the subject matter of this Agreement which are not set forth herein. This Agreement replaces and supersedes any and all prior discussions and agreements that the Parties have had and have entered into with respect to the subject matter hereof. No amendment, waiver or modification of this Agreement shall be valid unless made in writing and signed by each of the Parties. If any provision of this Agreement shall, to any extent, now or hereafter be or become invalid or unenforceable, the remainder of this Agreement shall not be affected thereby and every other provision of this Agreement shall be valid and enforceable, to the fullest extent permitted by law.
11. Counterparts; Facsimiles. This Agreement may be executed in counterparts, each of which may be executed and delivered via facsimile or portable document format (.PDF) electronic delivery with the same validity as if it were an ink-signed document and each of which shall be effective and binding on the parties as of the date first set forth above. Each such counterpart shall be deemed an original and, when taken together with other signed counterparts, shall constitute one and the same Agreement.
[Remainderof Page Intentionally Left Blank]
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INWITNESS WHEREOF, the Parties have executed this Agreement to be effective as of the date first set forth above.
| CLEANCORE SOLUTIONS, INC. | |
|---|---|
| By: | /s/ Clayton Adams |
| Name: | Clayton Adams |
| Title: | Chief Executive Officer |
| Dogecoin Ventures Inc. | |
| By: | /s/ Andy DeFrancesco |
| Name: | Andy DeFrancesco |
| Title: | Founder/MP |
| 21Shares US LLC | |
| By: | /s/ Duncan Moir |
| Name: | Duncan Moir |
| Title: | President |
[Signature Page to Agreement of Terminationand Release]
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Exhibit10.4
Agreementof Termination and Release
This Agreement of Termination and Release (this “Agreement”) is entered into between CleanCore Solutions, Inc., a Nevada corporation (the “Company”) and Marco Margiotta, an individual (“Consultant”), and is effective as of February 27, 2026. Each of the Company and the Consultant may be referred to individually as a “Party” and collectively as the “Parties”.
Recitals
WHEREAS, the Company and the Consultant previously entered into that certain Executive Consulting Agreement dated September 5, 2025 (the “Consulting Agreement”), whereby the Consultant agreed to serve as the Chief Investment Officer of the Company; and
WHEREAS, Company and the Consultant have mutually determined it would be in their respective best interests to terminate the Consulting Agreement (the “Transaction”);
NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto, hereby agree as follows:
1. Termination of Consulting Agreements. Subject to the terms and conditions of this Agreement, the Parties that the Consulting Agreement shall be terminated and cancelled as of the Termination Date (as defined below). Each of the Company and the Consultant hereby waives any and all notice obligations to each other set forth in the Consulting Agreement relating to the termination thereof.
2. Consideration. In consideration of the Company and the Consultant agreeing to voluntarily terminate the applicable Consulting Agreement, at the Closing (as defined below), the Company agrees to make a cash payment in the aggregate amount of $500,000 via wire transfer of immediately available according to the wire instructions, as set forth on Exhibit A attached hereto.
3. Time and Place of Closing; Closing and Post-Closing Deliveries.
| a. | The Transaction shall be deemed to have been consummated (the<br>“Closing”) at 8:00 a.m. Eastern Time on the date hereof (the “Termination Date”) electronically<br>by mutual exchange of facsimile or portable document format (.PDF) signatures, or at such other date or time as may be agreed upon from<br>time to time in writing by the Company and the Consulting. |
|---|---|
| b. | At the Closing, the Parties shall do, or cause to be done, the<br>following: |
| --- | --- |
| i. | Each Party hereto shall deliver to each other Party a fully<br>executed copy of this Agreement. |
| --- | --- |
| ii. | The Company shall deliver the cash payment described in Section 2 and in accordance with Exhibit<br>A. |
| --- | --- |
4. Release. In consideration of the covenants, agreements and undertakings of the Parties under this Agreement, effective upon the satisfaction of the Parties’ respective obligations under Section 2 of this Agreement, each Party, on behalf of itself and its respective present and former parents, subsidiaries, affiliates, officers, directors, shareholders, members, successors and assigns (collectively, “Releasors”) hereby releases, waives and forever discharges the other Party and its respective present and former, direct and indirect, parents, subsidiaries, affiliates, employees, officers, directors, shareholders, members, agents, representatives, permitted successors and permitted assigns (collectively, “Releasees”) of and from any and all actions, causes of action, suits, losses, liabilities, rights, debts, dues, sums of money, accounts, reckonings, obligations, costs, expenses, liens, bonds, bills, specialties, covenants, contracts, controversies, agreements, promises, variances, trespasses, damages, judgments, extents, executions, claims, and demands, of every kind and nature whatsoever, whether now known or unknown, foreseen or unforeseen, matured or unmatured, suspected or unsuspected, in law, admiralty or equity (collectively, “Claims”), which any of such Releasors ever had, now have, or hereafter can, shall, or may have against any of such Releasees for, upon, or by reason of any matter, cause, or thing whatsoever from the beginning of time through the date of this Agreement arising out of or relating to the applicable Terminated Agreement to which each such Party is or was a party, except for any Claims relating to rights and obligations preserved by, created by or otherwise arising out of this Agreement.
5. Representations and Warranties.
| a. | Each Party hereby represents and warrants to the other Party<br>that: |
|---|---|
| i. | such Party is a corporation or limited liability company (as the case may be) duly organized, validly<br>existing and in good standing under the laws of the state of its incorporation; |
| --- | --- |
| ii. | such Party has the full right, corporate, limited liability company, or individual power (as the case<br>may be) and authority to enter into this Agreement and to perform its obligations hereunder; |
| --- | --- |
| iii. | the execution of this Agreement by the individual whose signature is set forth at the end of such agreements<br>on behalf of such Party (as applicable), and the delivery of such agreements by such Party (as applicable), have been duly authorized<br>by all necessary corporate or limited liability company action (as the case may be) on the part of such Party; |
| --- | --- |
| iv. | this Agreement has been executed and delivered by such Party (as applicable) and (assuming due authorization,<br>execution and delivery by the other Party) constitute the legal, valid and binding obligation of such Party, enforceable against such<br>Party in accordance with its terms, except as may be limited by any applicable bankruptcy, insolvency, reorganization, moratorium, or<br>similar laws and equitable principles related to or affecting creditors’ rights generally or the effect of general principles of equity;<br>and |
| --- | --- |
| v. | such Party (i) knows of no Claims against the other Party relating to or arising out of the Advisor Agreement<br>that are not covered by the release contained in Section 4 of this Agreement and (ii) has neither assigned nor transferred any<br>of the Claims released herein to any Person and no Person has subrogated to or has any interest or rights in any Claims. |
| --- | --- |
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| b. | All of the representations and warranties contained herein shall<br>survive the Termination Date. |
|---|
6. Governing Law. This Agreement shall be governed by, and construed and interpreted in accordance with, the internal laws of the State of New York without giving effect to any choice of conflict law provision or rule (whether of the State of New York or any other jurisdiction).
7. EACH PARTY, ON BEHALF OF ITSELF AND ITS AFFILIATES AND SUBSIDIARIES, TO THE FULLEST EXTENT PERMITTED BY LAW, KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVES ITS RIGHT TO A TRIAL BY JURY IN ANY ACTION OR OTHER LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT. THE WAIVER APPLIES TO ANY ACTION OR LEGAL PROCEEDING, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE.
8. Notices. All notices and other communications provided for in this Agreement shall be given in writing, addressed to the recipient Party as set forth in the Consulting Agreement, or at such other address that shall be specified in a notice given in accordance with written instructions delivered by one Party to the other Party.
9. Successors and Assigns. This Agreement and the rights and obligations hereunder may not be assigned or delegated by a Party, in whole or part, whether voluntarily, by operation of law, change of control or otherwise, without the prior written consent of the other Party. Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns.
10. Entire Agreement; Severability. This Agreement is the entire agreement of the Parties relating to the subject matter hereof, and the Parties have made no agreements, representations or warranties relating to the subject matter of this Agreement which are not set forth herein. This Agreement replaces and supersedes any and all prior discussions and agreements that the Parties have had and have entered into with respect to the subject matter hereof. No amendment, waiver or modification of this Agreement shall be valid unless made in writing and signed by each of the Parties. If any provision of this Agreement shall, to any extent, now or hereafter be or become invalid or unenforceable, the remainder of this Agreement shall not be affected thereby and every other provision of this Agreement shall be valid and enforceable, to the fullest extent permitted by law.
11. Counterparts; Facsimiles. This Agreement may be executed in counterparts, each of which may be executed and delivered via facsimile or portable document format (.PDF) electronic delivery with the same validity as if it were an ink-signed document and each of which shall be effective and binding on the parties as of the date first set forth above. Each such counterpart shall be deemed an original and, when taken together with other signed counterparts, shall constitute one and the same Agreement.
[Remainderof Page Intentionally Left Blank]
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IN WITNESS WHEREOF, the Parties have executed this Agreement to be effective as of the date first set forth above.
| CLEANCORE SOLITIONS, INC. | |
|---|---|
| By: | /s/ Clayton Adams |
| Name: | Clayton Adams |
| Title: | Chief Executive Officer |
| /s/ Marco Margiotta | |
| Marco<br> Margiotta, an individual |
[Signature Page to Agreement of Terminationand Release]
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