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 Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 22, 2025
| CLEANCORE SOLUTIONS, INC. | ||
|---|---|---|
| (Exact<br> name of registrant as specified in its charter) | ||
| Nevada | 001-42033 | 88-4042082 |
| --- | --- | --- |
| (State<br> or other jurisdiction<br><br> of incorporation) | (Commission<br> File Number) | (IRS<br> Employer <br><br> Identification No.) |
| 5920 S. 118^th^ Circle , Omaha, NE | 68137 | |
| --- | --- | |
| (Address<br> of principal executive offices) | (Zip<br> Code) | |
| (877) 860-3030 | ||
| --- | ||
| (Registrant’s<br> telephone number, including area code) | ||
| (Former<br> 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<br> communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting<br> material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| --- | --- |
| ☐ | Pre-commencement<br> communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| --- | --- |
| ☐ | Pre-commencement<br> 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<br> B Common Stock, par value $0.0001 per share | ZONE | NYSE<br> 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. ☐
Item2.02 Results of Operations and Financial Condition.
On August 22, 2025, CleanCore Solutions, Inc. issued a press release regarding its financial results for the fiscal year ended June 30, 2025. A copy of the press release is furnished as Exhibit 99.1 to this report.
The information furnished with this Item 2.02, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any other filing under Securities Exchange Act of 1934, as amended, or the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such a filing.
Item9.01 Financial Statements and Exhibits.
(d) Exhibits
| ExhibitNo. | Description of Exhibit |
|---|---|
| 99.1 | Press<br> Release issued on August 22, 2025 |
| 104 | Cover<br> Page Interactive Data File (embedded within the Inline XBRL document) |
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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:<br>August 22, 2025 | CLEANCORE<br> SOLUTIONS, INC. | |
|---|---|---|
| /s/<br> Clayton Adams | ||
| Name: | Clayton Adams | |
| Title: | Chief Executive Officer |
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Exhibit 99.1
CleanCoreSolutions, Inc. (ZONE) Reports Record Revenue for theFiscal Fourth Quarter and Full Year 2025
FourthQuarter U.S. Revenue Exceeds $1.1 Million;Full Year Revenue Increases 29% to $2.1 Million
Omaha, NE, August 22, 2025 - CleanCore Solutions,Inc. (NYSE American: ZONE) (“CleanCore” or the “Company”), a developer of patented technology that works as a safe and low-cost replacement for traditional cleaning chemicals, today announced financial results for the fiscal fourth quarter and full year ended June 30, 2025, and provided a business update.
Recent Business Highlights:
| ● | Record U.S. Revenue: Achieved $1.1 million in U.S. revenue for the fourth quarter, representing<br>the Company’s first quarter surpassing $1 million in sales. |
|---|---|
| ● | Large Purchase Order Progress: In June, the Company received a $1.37 million purchase order from<br>a major U.S. customer. Of this, $876,000 was shipped and invoiced in Q4, with $491,000 carried forward into Q1 2026. Additionally, CleanCore<br>received a new $261,000 purchase order from the same customer, also scheduled to ship in Q1. |
| --- | --- |
| ● | Sanzonate Acquisition Delivering Results: Following the acquisition of the assets of Sanzonate<br>Europe Ltd. earlier this year, CleanCore is experiencing positive benefits including new contract opportunities across Europe and an expanded<br>international sales pipeline. |
| --- | --- |
| ● | Balance Sheet Enhancements: Strengthened the capital structure through the conversion of over $600,000<br>of debt into equity and received over $400,000 of cash proceeds from warrant conversions. |
| --- | --- |
“We are extremely pleased to report record fourth quarter revenue, marked by our first ever quarter exceeding $1 million in U.S. sales,” said Clayton Adams, CEO of CleanCore. “We believe our year-over-year sales growth reflects accelerating adoption of our patented aqueous ozone cleaning systems, supported by expanding demand from both new and existing customers.”
Mr. Adams continued: “In addition to increased financial performance, we are building momentum heading into fiscal 2026. We believe the large purchase orders received and partially shipped in Q4 demonstrate customer confidence in our solutions and provide visibility into continued growth.. We also strengthened our balance sheet by converting debt to equity and receiving cash from warrant exercises, positioning us to pursue new opportunities with greater financial flexibility.”
Financial Results
For the fiscal year ended June 30, 2025, revenue was approximately $2.07 million, compared to approximately $1.61 million for the fiscal year ended June 30, 2024. General and administrative expenses increased to approximately $7.08 million for the fiscal year ended June 30, 2025, compared to approximately $2.47 million for the fiscal year ended June 30, 2024. This increase was primarily related to non-cash stock-based compensation, professional and consulting fees, additional salaries and benefits, and director and officer insurance associated with the Company’s stock listing on the NYSE American. Net loss for the fiscal year ended June 30, 2025 was approximately $6.74 million, compared to approximately $2.28 million for the fiscal year ended June 30, 2024. Net loss for fiscal 2025 included non-cash stock compensation of approximately $3.20 million, compared to non-cash stock compensation of approximately $1.00 million for fiscal 2024. The Company also notes that in the fourth quarter of fiscal 2025, approximately $230,000 of revenue previously recorded in the third quarter was reversed and reclassified as intercompany sales following the Sanzonate acquisition.
The Company’s annual report on Form 10-K for the year ended June 30, 2025, is scheduled to be filed with the U.S. Securities and Exchange Commission today. The Form 10-K will also be available on the Company’s website.
The Company also advises that its audited consolidated financial statements for the fiscal year ended June 30, 2025 included in the Company’s Annual Form on 10-K will contain an audit report from its independent registered public accounting firm with a going concern. The Company is required to make public disclosure about this pursuant to NYSE American Company Guide Sections 401(h) and 610(b)).
About CleanCore Solutions, Inc.
CleanCore Solutions, Inc. (NYSE American: ZONE) is dedicated to revolutionizing cleaning and disinfection practices by harnessing the power of its patented aqueous ozone technology. The Company’s mission is to empower its customers with cost-effective, sustainable solutions that surpass traditional cleaning methods. Through innovation and commitment to excellence, CleanCore strives to create a healthier, greener future for generations to come. For more information, please visit https://www.cleancoresol.com/.
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Forward Looking Statements
This press release contains information aboutour views of future expectations, plans, and prospects with respect to CleanCore’s business, financial condition, and results ofoperations that constitute or may constitute forward-looking statements. Any and all forward-looking statements are based on the management’sbeliefs, assumptions, and expectations of CleanCore’s future economic performance, taking into account the information currentlyavailable to it. These statements are not statements of historical fact. Although CleanCore believes the expectations reflected in suchforward-looking statements are based on reasonable assumptions, it can give no assurance that its expectations will be attained. CleanCoredoes not undertake any duty to update any statements contained herein (including any forward-looking statements), except as required bylaw. Forward-looking statements are subject to a number of factors, risks, and uncertainties, some of which are not currently known tous, that may cause CleanCore’s actual results, performance or financial condition to be materially different from the expectationsof future results, performance or financial position. Actual results may differ materially from the expectations discussed in forward-lookingstatements. Factors that could cause actual results to differ materially from expectations include general industry considerations, regulatorychanges, changes in local or national economic conditions and other risks set forth in “Risk Factors” included in our filingswith the Securities and Exchange Commission.
Investor Relations:
Crescendo Communications, LLC
Email: zone@crescendo-ir.com
Tel: (212) 671-1020
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