CleanCore Solutions Inc

ITEM 5. OTHER INFORMATION.

Resignation of Chairman and CEO

On June 7, 2024, Douglas T. Moore resigned from his positions as Chairman, Chief Executive Officer and President. Mr. Moore’s resignation was not due to any disagreement with our company on any matter relating to our operations, policies or practices.

On June 10, 2024, we entered into a separation agreement and release of claims, or the Separation Agreement, with Mr. Moore providing for the separation of his employment with our company effective as of June 7, 2024. Under the Separation Agreement, we agreed to pay Mr. Moore a severance payment in the amount of $80,000, payable in $10,000 installments every two weeks consistent with our existing payroll practices, and agreed to pay all previously earned, accrued, and unpaid benefits from our company and its employee benefit plans. We also agreed to issue 20,000 shares of class B common stock to Mr. Moore on January 2, 2025.

Mr. Moore helped us complete our initial public offering and successfully list on NYSE American. We expect that Mr. Moore will continue as a trusted advisor to our company and assist us to build a broad base of customers and pursue strategic initiatives as needed. Under the planned advisory agreement with Mr. Moore, he would be entitled to receive a ten percent (10%) commission on revenues actually received during a two-year period from certain new clients that Mr. Moore introduces to us. The Separation Agreement also includes a customary mutual release of claims by Mr. Moore and our company, as well as customary confidentiality and mutual non-disparagement provisions.

Appointment of Chairman and CEO

On June 7, 2024, our Board of Directors, upon recommendation of the Nominating and Corporate Governance Committee, appointed Clayton Adams, a significant stockholder and founder, as Chairman, Chief Executive Officer and President.

Clayton Adams is one of our founders and previously served as our President, Chief Financial Officer and as a member of our board of directors from September 2022 until July 2023. Since January 2020, Mr. Adams has served as Principal at Bird Dog Capital LLC, where he leads various investments. Mr. Adams gained experience developing the growth of small companies as Chief Executive Officer of Carson Enterprises, Inc., a company engaged in landscaping and construction, from March 2009 to February 2019. At Carson Enterprises, Inc., Mr. Adams expanded the company and successfully sold the company in February 2019. Mr. Adams is also a member of the board of directors and serves on the audit, compensation and nominating committees of Signing Day Sports, Inc. Mr. Adams graduated from Red Oak High School in 2007. We believe that Mr. Adams is qualified to serve on our board of directors due to his experience in small-cap companies, scaling operations, and financial background.

Mr. Adams was appointed to serve until his successor is duly elected and qualified. There are no family relationships between Mr. Adams and our existing directors and officers. There are no arrangements or understandings between Mr. Adams and any other persons pursuant to which he was selected. See Part I, Item 2 “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources” for a description of certain loans to us from Mr. Adams. Except for those loans, there has been no transaction, nor is there any currently proposed transaction, between Mr. Adams and us that would require disclosure under Item 404(a) of Regulation S-K.