CleanCore Solutions, Inc.
For the period ended Jun 30, 2025. Filed Aug 22, 2025.
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FY2025 · Filed Aug 22, 2025
ZONE$2.73-11.9%Stored close · as of Nov 10, 2026
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Item 15. Exhibit and Financial Statement Schedules
(a)List of Documents Filed as a Part of This Report:
(1)Index to Financial Statements:
| Report of Independent Registered Public Accounting Firm (PCAOB ID 05854) | F-2 |
|---|---|
| Consolidated Balance Sheets as of June 30, 2025 and 2024 | F-3 |
| Consolidated Statements of Operations for the Years Ended June 30, 2025 and 2024 | F-4 |
| Consolidated Statements of Stockholders’ Equity for the Years Ended June 30, 2025 and 2024 | F-5 |
| Consolidated Statements of Cash Flows for the Years Ended June 30, 2025 and 2024 | F-6 |
| Notes to Consolidated Financial Statements | F-7 |
(2)Index to Financial Statement Schedules:
All schedules have been omitted because the required information is included in the consolidated financial statements or the notes thereto, or because it is not required.
(3)Index to Exhibits:
See exhibits listed under Part (b) below.
(b)Exhibits:
| Exhibit No. | Description |
| 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* | Description of Securities of CleanCore Solutions, Inc. |
| 4.2 | Common Stock Purchase Warrant issued by CleanCore Solutions, Inc. to Boustead Securities, LLC on June 9, 2025 (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed on June 11, 2025) |
| 4.3 | Common Stock Purchase Warrant issued by CleanCore Solutions, Inc. to Boustead Securities, LLC on June 9, 2025 (incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K filed on June 11, 2025) |
| 4.4 | Form of Common Stock Purchase Warrant issued by CleanCore Solutions, Inc. on April 16, 2025 (incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K filed on April 21, 2025) |
| 4.5 | Common Stock Purchase Warrant issued by CleanCore Solutions, Inc. to Sanzonate Global Inc. on April 15, 2025 (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed on April 21, 2025) |
| 4.6* | Common Stock Purchase Warrant issued by CleanCore Solutions, Inc. to MARS Capital Technologies LLC on July 11, 2024 |
| 4.7* | Common Stock Purchase Warrant issued by CleanCore Solutions, Inc. to MARS Capital Technologies LLC on July 11, 2024 |
| 4.8* | Common Stock Purchase Warrant issued by CleanCore Solutions, Inc. to MARS Capital Technologies LLC on July 11, 2024 |
| 4.9* | Common Stock Purchase Warrant issued by CleanCore Solutions, Inc. to MARS Capital Technologies LLC on July 11, 2024 |
| 4.10 | Common Stock Purchase Warrant issued by CleanCore Solutions, Inc. to Boustead Securities, LLC on April 30, 2024 (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed on May 1, 2024) |
| 10.1 | Sales Agreement, dated as of June 20, 2025, between CleanCore Solutions, Inc. and Curvature Securities LLC (incorporated by reference to Exhibit 1.1 to the Current Report on Form 8-K filed on June 20, 2025) |
| 10.2 | Asset Purchase Agreement, dated February 21, 2025, among CleanCore Global Limited, Sanzonate Europe Inc. and Sanzonate Global Inc. (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on February 26, 2025) |
| 10.3 | Amendment No. 1 to Asset Purchase Agreement, dated April 15, 2025, among CleanCore Global Limited, Sanzonate Europe Ltd. and Sanzonate Global Inc. (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed on April 21, 2025) |
| 10.4 | 10% Subordinated Promissory Note issued by CleanCore Global Limited to Sanzonate Europe Ltd. on April 15, 2025 (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K filed on April 21, 2025) |
| 10.5* | Memorandum of Understanding, dated January 10, 2025, between CleanCore Solutions, Inc. and Kellermeyer Bergensons Services, LLC |
| 10.6 | Product Development Proposal, dated August 20, 2024, between CleanCore Solutions, Inc. and Business International Incorporation (incorporated by reference to Exhibit 10.2 to the Annual Report on Form 10-K filed on September 20, 2024) |
| 10.7 | 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) |
| 10.8* | Original Issue Discount Promissory Note issued by CleanCore Solutions, Inc. to Larry Little on June 30, 2025 |
| 10.9* | 12% Unsecured Promissory Note issued by CleanCore Solutions, Inc. to John H. Nelson on June 6, 2025 |
| 10.10 | Form of 12% Unsecured Promissory Note issued by CleanCore Solutions, Inc. on April 16, 2025 (incorporated by reference to Exhibit 10.5 to the Current Report on Form 8-K filed on April 21, 2025) |
| 10.11 | Promissory Note issued by CleanCore Solutions, Inc. to Garry Hollst on December 24, 2024 (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K filed on December 31, 2024) |
| 10.12 | Amended and Restated Promissory Note issued by CleanCore Solutions, Inc. to Garry Hollst on May 2, 2025 (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed on May 7, 2025) |
| 10.13 | 20% Original Issue Discount Promissory Note issued by CleanCore Solutions, Inc. to Clayton Adams on December 24, 2024 (incorporated by reference to Exhibit 10.5 to the Current Report on Form 8-K filed on December 31, 2024) |
| 10.14 | Note Sale Assignment and Cancellation Agreement, dated January 27, 2025, among Clayton Adams, Travis Buchanan and CleanCore Solutions, Inc. (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed on January 31, 2025) |
| 10.15 | 20% Original Issue Discount Promissory Note issued by CleanCore Solutions, Inc. to Clayton Adams on January 27, 2025 (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K filed on January 31, 2025) |
| 10.16 | Note Amendment Agreement, dated May 2, 2025, between CleanCore Solutions, Inc. and Clayton Adams (incorporated by reference to Exhibit 10.4 to the Current Report on Form 8-K filed on May 7, 2025) |
| 10.17 | 20% Original Issue Discount Promissory Note issued by CleanCore Solutions, Inc. to Travis Buchanan on January 27, 2025 (incorporated by reference to Exhibit 10.4 to the Current Report on Form 8-K filed on January 31, 2025) |
| 10.18 | Note Amendment Agreement, dated May 2, 2025, between CleanCore Solutions, Inc. and Travis Buchanan (incorporated by reference to Exhibit 10.6 to the Current Report on Form 8-K filed on May 7, 2025) |
| 10.19 | Promissory Note issued by CleanCore Solutions, Inc. to Garry Rohwer on December 24, 2024 (incorporated by reference to Exhibit 10.4 to the Current Report on Form 8-K filed on December 31, 2024) |
| 10.20 | Amended and Restated Promissory Note issued by CleanCore Solutions, Inc. to Burlington Capital, LLC on May 31, 2024 (incorporated by reference to Exhibit 10.4 to the Current Report on Form 8-K filed on June 6, 2024) |
| 10.21 | 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) |
| 10.22 | 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) |
| 10.23 | Settlement and Release Agreement, dated June 6, 2025, among Matthew Atkinson, CleanCore Solutions, Inc., Clayton Adams and David Enholm (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on June 11, 2025) |
| 10.24* | Settlement Agreement, dated June 5, 2025, between Boustead Securities, LLC and CleanCore Solutions, Inc. |
| 10.25 | 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) |
| 10.26 | 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) |
| 10.27 | 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) |
| 10.28† | Consulting Agreement, dated April 1, 2024, between CleanCore Solutions, Inc. and Birddog Capital, LLC (incorporated by reference to Exhibit 10.20 to the Annual Report on Form 10-K filed on September 20, 2024) |
| 10.29† | Amendment No. 1 to Consulting Agreement, dated June 11, 2025, between CleanCore Solutions, Inc. and Birddog Capital, LLC (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on June 17, 2025) |
| 10.30† | 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) |
| 10.31† | Amendment No. 1 to Executive Employment Agreement, dated May 1, 2025, between CleanCore Solutions, Inc. and David Enholm (incorporated by reference to Exhibit 10.8 to the Current Report on Form 8-K filed on May 7, 2025) |
| 10.32† | Employment Agreement, dated January 1, 2025, between CleanCore Solutions, Inc. and Travis Buchanan (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on January 7, 2025) |
| 10.33† | Employment Agreement, dated January 1, 2025, between CleanCore Solutions, Inc. and Gary Hollst (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed on January 7, 2025) |
| 10.34 | 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) |
| 10.35 | 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) |
| 10.36† | CleanCore Solutions, Inc. 2022 Equity Incentive Plan (incorporated by reference to Exhibit 99.1 to the Registration Statement on Form S-8 filed on July 23, 2025) |
| 10.37† | Amendment No. 1 to CleanCore Solutions, Inc. 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) |
| 10.38† | Amendment No. 2 to CleanCore Solutions, Inc. 2022 Equity Incentive Plan (incorporated by reference to Exhibit 99.3 to the Registration Statement on Form S-8 filed on July 23, 2025) |
| 10.39† | 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) |
| 10.40† | 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) |
| 10.41† | 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) |
| 14.1 | Code of Business Conduct and Ethics (incorporated by reference to Exhibit 14.1 to the Annual Report on Form 10-K filed on September 20, 2024) |
| 19.1 | Insider Trading Policy (incorporated by reference to Exhibit 19.1 to the Annual Report on Form 10-K filed on September 20, 2024) |
| 21.1* | List of Subsidiaries |
| 23.1* | Consent of TAAD, LLP |
| 31.1* | Certifications of Principal Executive Officer filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
| 31.2* | Certifications of Principal Financial and Accounting Officer filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
| 32.1** | Certifications of Principal Executive Officer furnished pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
| 32.2** | Certifications of Principal Financial and Accounting Officer furnished pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
| 97.1 | Clawback Policy (incorporated by reference to Exhibit 97.1 to the Annual Report on Form 10-K filed on September 20, 2024) |
| 101* | Inline XBRL Document Set for the consolidated financial statements and accompanying notes included in this Annual Report on Form 10-K |
| 104* | Inline XBRL for the cover page of this Annual Report on Form 10-K, included in the Exhibit 101 Inline XBRL Document Set |
| * | Filed herewith |
| ** | Furnished herewith |
| † | Executive compensation plan or arrangement |
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