ZONE 8-K
CleanCore Solutions, Inc. (ZONE)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
May 7, 2025 (
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(Commission File Number) | (IRS Employer Identification No.) |
| (Address of principal executive offices) | (Zip Code) |
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| (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:
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| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
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 1.01 Notice of Entry into a Material Definitive Agreement.
As previously disclosed, on December 24, 2024, CleanCore Solutions, Inc. (the “Company”) issued a promissory note in the principal amount of $316,920 to Gary Hollst, the Company’s Chief Revenue Officer (the “Hollst Note”). On May 2, 2025, the Hollst Note was amended and restated in its entirety and the Company issued to Mr. Hollst an amended and restated promissory note in the principal amount of $342,154.57 (the “Restated Note”). The Restated Note is due and payable on May 31, 2026 and accrues interest at a rate of 8.5% per annum; provided that upon an event of default (as defined in the Restated Note), interest shall accrue at a rate of 10% per annum. The Restated Note may be prepaid at any time without premium or penalty, is unsecured, and contains customary events of default for a loan of this type. The Restated Note may be converted at the holder’s option at any time into shares of the Company’s class B common stock at a conversion price of $1.12 (subject to standard adjustments for stock splits, stock dividends, reclassifications and similar transactions).
As previously disclosed, on January 27, 2025, the Company issued a 20% original issue discount promissory note in the principal amount of $290,241.25 to Clayton Adams, the Company’s Chief Executive Officer, which was originally due and payable on June 30, 2025 (the “Adams Note”). On May 2, 2025, the Company and Mr. Adams entered into a note amendment agreement (the “Adams Amendment”), pursuant to which the maturity date was changed to require repayment with sixty (60) days of written demand from Mr. Adams.
As previously disclosed, on January 27, 2025, the Company issued a 20% original issue discount promissory note in the principal amount of $125,000 to Travis Buchanan, the Company’s President, which was originally due and payable on June 30, 2025 (the “Buchanan Note”). On May 2, 2025, the Company and Mr. Buchanan entered into a note amendment agreement (the “Buchanan Amendment”), pursuant to which the maturity date was changed to require repayment with sixty (60) days of written demand from Mr. Buchanan.
The foregoing summary of the terms and conditions of the Restated Note, the Adams Note, the Adams Amendment, the Buchanan Note and the Buchanan Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of those documents attached hereto as exhibits, which are incorporated herein by reference.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information set forth under Item 1.01 regarding the Restated Note, the Adams Amendment and the Buchanan Amendment is incorporated by reference into this Item 2.03.
Item 3.02 Unregistered Sales of Equity Securities.
The information set forth under Item 1.01 regarding the Restated Note is incorporated by reference into this Item 3.02. The issuance of these securities is being made in reliance upon an exemption from the registration requirements of Section 5 of the Securities Act of 1933, as amended.
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
As previously disclosed, on May 27, 2023, the Company entered into an executive employment agreement with David Enholm, the Company’s Chief Financial Officer (the “Employment Agreement”). On May 1, 2025, the Company and Mr. Enholm entered into an amendment to the Employment Agreement (the “Amendment”) to (i) change Mr. Enholm’s base salary to $75,000 per year and (ii) provide for the grant of 90,000 restricted stock units under the Company’s 2022 Equity Incentive Plan, which shall vest quarterly over 12 months.
The foregoing summary of the terms and conditions of the Employment Agreement and the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of those documents attached hereto as exhibits, which are incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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Date: May 7, 2025 |
CLEANCORE SOLUTIONS, INC. | |
| /s/ Clayton Adams | ||
| Name: | Clayton Adams | |
| Title: | Chief Executive Officer | |
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Exhibit 10.2
NEITHER THIS AMENDED AND RESTATED PROMISSORY NOTE NOR THE SECURITIES INTO WHICH THIS AMENDED AND RESTATED PROMISSORY NOTE IS CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OR APPLICABLE STATE SECURITIES LAWS, OR AN OPINION OF COUNSEL, IN A FORM ACCEPTABLE TO THE COMPANY, THAT REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OR APPLICABLE STATE SECURITIES LAWS OR UNLESS SOLD PURSUANT TO RULE 144 UNDER THE SECURITIES ACT.
AMENDED AND RESTATED PROMISSORY NOTE
| Principal Amount | May 2, 2025 | |
| $342,154.57 | Omaha, Nebraska |
This AMENDED AND RESTATED PROMISSORY NOTE is made as of May 2, 2025 (this “Note”) by CleanCore Solutions, Inc., a Nevada corporation (the “Company”), in favor of Gary Hollst (the “Payee,” which term includes any future holder hereof).
Recitals:
A. On October 17, 2022, the Company issued to Burlington Capital LLC, a Delaware limited liability company (“Burlington”), a promissory note (as amended, the “Burlington Note”).
B. On May 31, 2024, Burlington assigned $633,840.00, representing both the principal amount of the Burlington Note, plus accrued interest thereon from the date of original issuance of the Burlington Note, to Walker Water, LLC under the Allonge, Assignment, and Agreement, dated May 31, 2024, and the Company and Walker Water, LLC entered into a new promissory note with the same date to effectuate that assignment (the “Walker Water Note”).
C. On December 24, 2024, one-half of the Walker Water Note was assigned to the Payee pursuant to an Assignment Agreement, dated December 24, 2024, and the Company issued a promissory note in the principal amount of $316,920.00 to the Payee (the “Prior Note”).
D. This Note amends and restates the Prior Note in its entirety as set forth herein.
Agreed Terms:
FOR VALUE RECEIVED, the Company hereby promises to pay to the order of the Payee the principal sum of Three Hundred Forty-Two Thousand One Hundred Fifty-Four Dollars and Fifty-Seven Cents ($342,154.57) (the “Principal Amount”).
1. Principal Payment. Payment of the Principal Amount and all accrued and unpaid Interest (as defined below) thereon shall be made on May 31, 2026 (the “Maturity Date”).
2. Interest.
(a) Computation. Interest (the “Interest”) shall accrue on the unpaid Principal Amount of this Note from the date hereof until such Principal Amount is repaid in full at the rate of eight and one-half percent (8 1/2%) per annum. All accrued and unpaid Interest shall be due on the Maturity Date. All computations of the Interest rate hereunder shall be made on the basis of a 360-day year of twelve 30-day months.
(b) Taxes, Charges, and Expenses. The Company, at its own cost, shall report interest income, if any, to the IRS and/or other applicable tax authorities and to the Payee on a Form 1099-INT or other appropriate form in accordance with applicable law. The Company shall bear sole responsibility for any costs or fees in connection with the payment of Interest with respect to this Note, including, but not limited to, wire transfer fees, bank check fees and escrow agent fees.
3. Prepayment. The Company shall have the right to prepay the Principal Amount and accrued and unpaid Interest thereon, together with any additional sums which may become due and owing pursuant to the terms and provisions of this Note, at any time or from time to time without penalty or premium.
4. Conversion. At any time after the date of this Note and prior to the Maturity Date, the Payee may, at its sole discretion, provide written notice to the Company (the “Conversion Notice”) stating that the Payee desires to convert all or a portion of the Principal Amount of this Note and accrued, but unpaid, Interest thereon into shares of the Company’s Class B Common Stock, par value $0.0001 per share (the “Common Stock”), and specifying the dollar amount (the “Conversion Amount”) to be so converted. Such conversion shall be deemed to have been made on the date of the Company’s receipt of the Conversion Notice. The number of shares of Common Stock to be issued upon conversion shall be the Conversion Amount divided by $1.12 (as adjusted for stock splits, stock dividends, reclassifications and the like).
5. Events of Default. Upon the occurrence of any one of the events of default (herein an “Event of Default”) described below, the payments of the Principal Amount and accrued Interest shall, at the option of the Payee, be accelerated, and such remaining Principal Amount and accrued Interest, and all other such sums, shall immediately be due and payable without notice or demand. The following shall constitute an Event of Default:
(a) The Company fails to pay the Principal Amount and accrued Interest required hereunder when due; or
(b) The Company fails to perform or observe any material covenant, condition or agreement to be performed or observed by the Company hereunder; or
(c) The Company (i) shall be adjudicated insolvent or a bankrupt, or ceases, is unable, or admits in writing the inability to pay debts as they mature, makes a general assignment for the benefit of, or enters into any composition or arrangement with its creditors; (ii) applies for or consents to the appointment of a receiver, trustee or liquidator of a substantial part of the property of the Company, or authorizes such application or consent, or proceedings seeking such appointment shall be instituted against the Company without such authorization, consent or application and shall continue undismissed for a period of thirty (30) days; or (iii) authorizes or files a voluntary petition in bankruptcy or applies for or consents to the application of any bankruptcy, reorganization in bankruptcy, arrangement, readjustment of debt, insolvency, dissolution, moratorium or other similar proceeding, or authorizes such application or consent, or proceedings to such end shall be instituted against the Company without such authorization, application or consent, and such proceedings instituted against the Company shall continue undismissed for a period of thirty (30) days.
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Upon the occurrence of any such Event of Default, the Principal Amount shall thereafter bear Interest at the rate of ten percent (10%) per annum.
The Payee’s failure at any time to require strict performance by the Company of any provision of this Note shall not constitute a waiver or diminish the Payee’s rights hereunder. No waiver by the Payee of any breach or default shall constitute a waiver of any other breach or default by the Company or a waiver of any of the Payee’s rights hereunder. None of the provisions of this Note shall be held to have been waived by any act or knowledge of the Payee except by written instrument executed by the Payee and delivered to the Company.
6. Waiver. The Company waives presentment for payment, protest, notice of protest, demand and all diligence in enforcing collection, and the Company hereby expressly agrees that the Payee may, from time to time, defer or postpone payment of the Principal Amount or Interest, or may extend or renew the whole or any part thereof, and such deferment, postponement, renewal, extension shall not, in any manner, affect, alter or impair the obligation of any person now or hereafter becoming liable for the payment of this Note.
7. Costs and Fees. The Company agrees, to the extent permitted by law, to pay all reasonable costs incurred by the Payee of collecting, or attempting to collect, this Note, whether by suit or otherwise, including a reasonable attorney’s fee.
8. Governing Law. This Note shall, in all respects, be governed by and construed in accordance with the laws of the State of Nevada, including all matters of construction, validity, and performance.
9. Usury. Notwithstanding any provision contained herein to the contrary, in no event shall Interest accrue or be payable upon any sums due and owing hereunder or to become due and owing hereunder in excess of the highest lawful rate allowable for the times such sums, or portions thereof, shall be outstanding and unpaid, and if, by reason of the acceleration of the maturity or the payment of Interest in advance, the imposition of a delinquency charge, or if, for any other reason or reasons, Interest in excess of such highest lawful rate for such period of time has been paid, then the amount due the Payee on account of such sums shall be reduced by such excess, except that, if such sums are less than such excess, then, at the option of the Payee, the Payee shall either refund such excess to the Company, or shall reduce such sums due to zero and refund to the Company the remainder of such excess.
10. Entire Agreement. This Note constitutes the entire agreement between the Company and the Payee regarding the subject matter of this Note and supersedes any prior understandings, agreements, or representations by or among the Company and the Payee, written or oral, to the extent they related in any way to the subject matter of this Note. The terms and provisions of this Note may be waived, or consent for the departure therefrom granted, only by a written document executed by the Company and the Payee.
11. Notice. Any notices required or permitted to be given to the Company shall be deemed given when hand-delivered, transmitted via facsimile transmission, or deposited in the United States mails, postage prepaid.
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IN WITNESS WHEREOF, the undersigned Company has executed this Note on the date first above written and caused this Note to be effective on the day and year first written above.
| CLEANCORE SOLUTIONS, INC. | ||
| By: | /s/ Clayton Adams | |
| Name: Clayton Adams | ||
| Title: Chief Executive Officer | ||
Exhibit 10.4
NOTE AMENDMENT AGREEMENT
THIS NOTE AMENDMENT AGREEMENT (this “Agreement”) is entered into and made effective as of May 2, 2025, by and between CleanCore Solutions, Inc., a Nevada corporation (the “Company”), and Clayton Adams (the “Holder”).
RECITALS
WHEREAS, on January 27, 2025, the Company issued to the Holder a 20% Original Issue Discount Promissory Note in the principal amount of $290,241.25 (the “Note”).
WHEREAS, the Company and the Holder desire to enter into this Agreement in order to change the maturity date of the Note.
AGREEMENT
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Company and the Holder desire to amend the Note as set forth below:
1. Defined Terms. Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Note.
2. Amendment to Note. The last sentence of the introductory paragraph of the Note is hereby amended and restated in its entirety to read as follows: “All unpaid interest and principal shall be due and payable within sixty (60) days of written demand from the Holder (such date, the ‘Maturity Date’).”
3. Note in Full Force and Effect as Amended. Except as specifically amended hereby, the Note shall remain in full force and effect. Except as expressly set forth herein, this Agreement shall not be deemed to be a waiver, amendment or modification of any provisions of the Note or any right, power or remedy of the Holder, nor constitute a waiver of any provision of the Note, or any other document, instrument and/or agreement executed or delivered in connection therewith, in each case, whether arising before or after the date hereof or as a result of performance hereunder or thereunder. The parties hereto agree to be bound by the terms and conditions of the Note as amended by this Agreement, as though such terms and conditions were set forth herein. Each reference in the Note to “this Note,” “hereunder,” “hereof,” “herein” or words of similar import shall mean and be a reference to the Note as amended by this Agreement. All references to the Note shall be deemed to mean the Note as modified hereby.
4. Counterparts. This Agreement may be executed by one or more of the parties on any number of separate counterparts, each of which when so executed, shall be deemed an original and all said counterparts when taken together shall be deemed to constitute but one and the same instrument.
5. Successors and Assigns. The terms and provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors, including any future holder of the Note.
6. Governing Law. This Agreement shall be governed by and construed and enforced in accordance with the internal laws of the State of Nebraska without regard to the conflict of laws principles.
7. Severability. Wherever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement shall be prohibited by or invalid under such law, such provision shall be ineffective to the extent of such prohibition or invalidity without invalidating the remainder of such provision or the remaining provisions of this Agreement.
IN WITNESS WHEREOF, the undersigned have duly executed this Agreement as of the day and year first written above.
| CleanCore Solutions, Inc. | ||
| By: | /s/ David Enholm | |
| Name: David Enholm | ||
| Title: Chief Financial Officer | ||
| /s/ Clayton Adams | ||
| Clayton Adams | ||
Exhibit 10.6
NOTE AMENDMENT AGREEMENT
THIS NOTE AMENDMENT AGREEMENT (this “Agreement”) is entered into and made effective as of May 2, 2025, by and between CleanCore Solutions, Inc., a Nevada corporation (the “Company”), and Travis Buchanan (the “Holder”).
RECITALS
WHEREAS, on January 27, 2025, the Company issued to the Holder a 20% Original Issue Discount Promissory Note in the principal amount of $125,000 (the “Note”).
WHEREAS, the Company and the Holder desire to enter into this Agreement in order to change the maturity date of the Note.
AGREEMENT
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Company and the Holder desire to amend the Note as set forth below:
1. Defined Terms. Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Note.
2. Amendment to Note. The last sentence of the introductory paragraph of the Note is hereby amended and restated in its entirety to read as follows: “All unpaid interest and principal shall be due and payable within sixty (60) days of written demand from the Holder (such date, the ‘Maturity Date’).”
3. Note in Full Force and Effect as Amended. Except as specifically amended hereby, the Note shall remain in full force and effect. Except as expressly set forth herein, this Agreement shall not be deemed to be a waiver, amendment or modification of any provisions of the Note or any right, power or remedy of the Holder, nor constitute a waiver of any provision of the Note, or any other document, instrument and/or agreement executed or delivered in connection therewith, in each case, whether arising before or after the date hereof or as a result of performance hereunder or thereunder. The parties hereto agree to be bound by the terms and conditions of the Note as amended by this Agreement, as though such terms and conditions were set forth herein. Each reference in the Note to “this Note,” “hereunder,” “hereof,” “herein” or words of similar import shall mean and be a reference to the Note as amended by this Agreement. All references to the Note shall be deemed to mean the Note as modified hereby.
4. Counterparts. This Agreement may be executed by one or more of the parties on any number of separate counterparts, each of which when so executed, shall be deemed an original and all said counterparts when taken together shall be deemed to constitute but one and the same instrument.
5. Successors and Assigns. The terms and provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors, including any future holder of the Note.
6. Governing Law. This Agreement shall be governed by and construed and enforced in accordance with the internal laws of the State of Nebraska without regard to the conflict of laws principles.
7. Severability. Wherever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement shall be prohibited by or invalid under such law, such provision shall be ineffective to the extent of such prohibition or invalidity without invalidating the remainder of such provision or the remaining provisions of this Agreement.
IN WITNESS WHEREOF, the undersigned have duly executed this Agreement as of the day and year first written above.
| CleanCore Solutions, Inc. | ||
| By: | /s/ David Enholm | |
| Name: David Enholm | ||
| Title: Chief Financial Officer | ||
| /s/ Travis Buchanan | ||
| Travis Buchanan | ||
Exhibit 10.8
AMENDEMNT NO. 1
TO
EXECUTIVE EMPLOYMENT AGREEMENT
This AMENDMENT NO. 1 TO EXECUTIVE EMPLOYMENT AGREEMENT (the “Amendment”) is made and entered as of May 1, 2025, by and between CLEANCORE SOLUTIONS, INC., a Nevada corporation (the “Company”), and DAVID ENHOLM, an individual (the “Executive”). The Company and the Executive are referred to herein from time to time on a collective basis as the “Parties” and each on individual basis as a “Party.”
RECITALS
The Company and the Executive entered into that certain Executive Employment Agreement, dated May 27, 2023 (the “Original Agreement”).
Section 8(d) of the Original Agreement provides that the Original Agreement may be amended by a written instrument signed by the parties thereto.
Each of the Company and the Executive wishes to amend the Original Agreement as set forth herein, effective as of the date first written above.
AGREEMENT
NOW, THEREFORE, in consideration of the foregoing and the mutual covenants herein contained and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Parties hereto, intending to be legally bound, agree as follows:
1. General. This Amendment amends the Original Agreement. Except as expressly set forth in this Amendment, all terms and conditions of the Original Agreement shall remain in full force and effect. All capitalized terms not defined herein shall have the meanings ascribed to those terms in the Original Agreement.
2. Amendments. The Executive and the Company hereby agree to amend the Original Agreement as follows:
(a) Section 4(a) of the Original Agreement is hereby deleted in its entirety and replaced with the following:
“Base Salary. The Company shall pay to the Executive a base salary for all services to be rendered by the Executive under this Employment Agreement at the rate of $75,000 per year (the “Base Salary”), which Base Salary shall be paid in approximately equal installments (less applicable payroll deductions and taxes) in accordance with the Company’s normal payroll schedule, procedures and policies (which schedules, procedures and policies may be modified from time to time in the Company’s sole discretion), but not less frequently than monthly. The Company shall have no obligation to pay the Executive’s Base Salary following the date of the termination of this Employment Agreement whether by the Company, the Executive, or otherwise.”
(b) Section 4(c) of the Original Agreement is hereby amended to include the following additional paragraph:
“The Company shall also offer the Executive 90,000 Restricted Stock Units, which shall vest quarterly over 12 months, pursuant to the Company’s 2022 Equity Incentive Plan.”
(c) Section 5(a)(ii) of the Original Agreement is hereby deleted in its entirety and replaced with the following:
“Termination other than for Death. The Executive may terminate this Employment Agreement, including by retirement, and thus his/her employment with the Company, for any reason or no reason at any time during the Term upon 30 days’ written notice by the Executive to the Company and, except as provided in Section 6 hereof, the Executive shall have no right to receive any compensation hereunder (including, without limitation, Base Salary, bonus, or benefit) on and after the date of such termination.”
3. Counterparts. This Amendment may be executed in two or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. This Amendment may be executed manually or by facsimile, scan, or other electronic means (e.g., DocuSign).
[Signature page follows]
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IN WITNESS WHEREOF, the Parties have executed this Amendment as of the date first above written.
| COMPANY: | ||
| CleanCore Solutions, Inc. | ||
| By: | /s/ Clayton Adams | |
| Name: Clayton Adams | ||
| Title: Chief Executive Officer | ||
| EXECUTIVE: | ||
| /s/ David Enholm | ||
| David Enholm | ||