CleanCore Solutions, Inc.
For the period ended Sep 30, 2025. Filed Nov 13, 2025.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Sep 30, 2025 · Filed Nov 13, 2025
ZONE$3.08-14.9%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2025-03-31; filed 2025-05-14.
0001213900-25-043325
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2025-09-30; filed 2025-11-13.
0001213900-25-109642
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 77 previous paragraphs and 65 current paragraphs.
30 unchanged; 15 reworded; 19 added; 30 removed; 2 previous and 1 current paragraphs rearranged.
Tables are not compared: 26 previous and 22 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (19)
Current report
On September 5, 2025, we adopted a digital asset treasury strategy focused on Dogecoin. Pursuant to an asset management agreement that we entered into with Dogecoin Ventures, Inc., or the Asset Manager, and 21Shares US LLC, or 21Shares, on September 5, 2025, or the Asset Management Agreement, we established a multiyear advisory and asset-management program with the Asset Manager (which is a wholly-owned subsidiary of House of Doge Inc., the commercial arm of the Dogecoin Foundation) and 21Shares to manage our treasury assets, which include available cash or digital assets placed in our account to be utilized for such purpose, or the Treasury Account, as well as all investments thereof, proceeds of, income on and additions or accretions to the same, including all assets which are or were in the Treasury Account, but which are deployed in decentralized finance or similar blockchain transactions from time to time in accordance with the investment strategy described in the Asset Management Agreement (which we refer to as the Treasury Assets).
Current report
Principal Factors Affecting the Financial Performance of our Cleaning Solutions Business
Current report
The operating results for our cleaning solutions business are primarily affected by the following factors:
Current report
Principal Factors Affecting the Financial Performance of our Cryptocurrency Treasury Operations
Current report
Segments
Current report
Due to the establishment of our digital asset treasury strategy on September 5, 2025, we now have two reportable operating segments: (i) the CleanCore segment, which is engaged in the development and production of cleaning products and solutions that are marketed for professional, industrial, or home use; and (ii) the Treasury segment, which executes our digital asset treasury strategy focused on Dogecoin and includes the Treasury Assets. The Treasury segment also includes dedicated resources assigned to execute on our digital asset strategy, unrealized gain or loss on digital assets, and other third-party costs associated with our digital assets holdings, and income tax effects generated from our Dogecoin holdings to better align with their activities and utilization.
Current report
Our chief operating decision maker, or CODM, is our Chief Executive Officer, who manages our company as two discrete segments as well as on a consolidated basis. The CODM uses net income (loss) to assess the profitability of the CleanCore segment by comparing actual to budgeted results on a quarterly basis. In doing so, he focuses on revenue, gross profit, and operating profit (loss) of the CleanCore segment. The CODM, in conjunction with our Chief Investment Officer, assesses the Treasury segment using the value of the Dogecoin and number of tokens held. Both segments allocate personnel and budget accordingly to maximize potential profitability. The CODM also uses net income (loss) to understand the impact from income taxes and financing costs for general tax and liquidity planning purposes.
Current report
Revenue. All of our revenue is generated by the CleanCore segment, which generates revenue from sales of our cleaning products. Our revenue increased by $539,799, or 147.93%, to $904,699 for the three months ended September 30, 2025 from $364,900 for the three months ended September 30, 2024. The increase is primarily due to sales from a new customer, Kellermeyer Bergensons Services, LLC, or KBS, pursuant to a three-year memorandum of understanding that we entered into with KBS on January 10, 2025. For the three months ended September 30, 2025, we recognized $354,351 in revenue from KBS.
Current report
Depreciation and amortization expense.* *Depreciation and amortization expense, all of which is generated by the CleanCore segment, increased by $36,826, or 92.47%, to $76,649 for the three months ended September 30, 2025 from $39,823 for the three months ended September 30, 2024. As a percentage of revenue, depreciation and amortization expense was 8.47% and 10.91% for the three months ended September 30, 2025 and 2024, respectively. The increase is due to amortization expense associated with additional intangibles acquired with the asset acquisition of Sanzonate in April 2025.
Current report
Total other income (expense). We had $5,130,858 in total other expense, net, for the three months ended September 30, 2025, as compared to $39,334 for the three months ended September 30, 2024. Other expense, net, for the three months ended September 30, 2025 consisted of interest expense of $133,133, a change in fair value of digital assets of $4,997,173 and a foreign exchange loss of $552, while other expense, net, for the three months ended September 30, 2024 consisted entirely of interest expense. The increase in interest expense was primarily due to an increase in the notes payable balance.
Current report
On August 29, 2025, we entered into an amended and restated sales agreement, or the Sales Agreement, with Maxim Group LLC and Curvature Securities LLC, or the Sales Agents, pursuant to which we may, from time to time, in transactions that are deemed to be “at the market offerings” as defined in Rule 415 under the Securities Act of 1933, as amended, issue and sell through or to the Sales Agents up to a maximum aggregate amount of $1,150,000,000 of shares of class B common stock. During the three months ended September 30, 2025, we issued an aggregate of 6,533,723 shares of class B common stock under the Sales Agreement for gross proceeds of $22,017,432 and net proceeds of approximately $21,357,562.
Current report
On September 5, 2025, we completed an offering of pre-funded warrants to purchase an aggregate of 175,000,420 shares of class B common stock for aggregate gross proceeds of $175,000,420, of which $148,650,530 was paid in cash and $26,349,890 was paid in cryptocurrency. After deducting placement agent fees, reimbursed expenses, and other offering expenses from the total gross proceeds, including both cash and cryptocurrency gross proceeds, we received net proceeds of approximately $164,257,145. Of this amount, approximately $1,075,000 was used to pay off outstanding indebtedness and $4,400,000 will be used for working capital and general corporate purposes, with the balance of the net proceeds being used to acquire Dogecoin.
Current report
Pursuant to the terms of the Asset Management Agreement, we agreed to pay the Asset Manager and 21Shares a monthly fee in arrears computed at an annual rate as follows: (i) 2% in the aggregate on amounts up to and including $1,000,000,000 in Treasury Account value, with 1.75% paid to the Asset Manager and 0.25% paid to 21Shares; (ii) 1.75% in the aggregate on amounts above $1,000,000,000 up to and including $1,500,000,000 in Treasury Account value, with 1.5% paid to the Asset Manager and 0.25% paid to 21Shares; and (iii) 1.5% in the aggregate on amounts above $1,500,000,000 in Treasury Account value, with 1.25% paid to the Asset Manager and 0.25% paid to 21Shares. Such payments may be made, in the sole discretion of the Asset Manager or 21Shares, in shares of class B common stock, cash, or Dogecoin and shall be pro-rated for partial periods.
Current report
In addition, we believe that the following new critical accounting policy involves significant estimates and judgments used in the preparation of our financial statements:
Current report
Digital Assets
Current report
We account for our digital assets, which are currently comprised solely of Dogecoin, as indefinite-lived intangible assets in accordance with ASC 350-60 (Intangibles – Goodwill and Other – Crypto Assets). We have ownership and control over our digital assets and use a well-known crypto custodian to secure them.
Current report
Our digital assets are initially recorded at cost, with the cost basis determined using the weighted average cost, or WAC, method. Upon disposal, the cost basis of the digital assets sold is determined using the WAC method.
Current report
Digital assets are measured at fair value at each reporting period. We determine the fair value of Dogecoin in accordance with ASC 820 (Fair Value Measurement), based on the period-end quoted (unadjusted) prices in our principal market. Changes in fair value are recognized at each reporting date in the statement of operations.
Current report
The determination of fair value requires management judgment in evaluating the reliability and observability of market pricing data, particularly in digital asset markets that are subject to volatility, evolving trading venues, and liquidity considerations. In addition, our concentration in a single digital asset exposes us to market and regulatory risks that could have a significant impact on reported results.
Removed paragraphs (30)
Previous report
Recent Developments
Previous report
Closing of Acquisition
Previous report
On February 21, 2025, CleanCore Global entered into an Asset Purchase Agreement, which was amended on April 15, 2025, or the Purchase Agreement, with Sanzonate Europe Ltd., an Irish incorporated company, or the Seller, and Sanzonate Global Inc., the majority stockholder of the Seller, or the Stockholder, pursuant to which CleanCore Global agreed to acquire substantially all of the assets of the Seller used in the manufacturer and distribution of aqueous ozone products (which we refer to as the Business).
Previous report
On April 15, 2025, the closing of the transactions contemplated by the Purchase Agreement was completed. Pursuant the Purchase Agreement, CleanCore Global acquired all of the assets of the Seller used in the Business for an aggregate purchase price of $2,475,000, consisting of: (i) $425,000 in cash; (ii) the issuance of a promissory note in the principal amount of $800,000; and (iii) up to $1,250,000 in Earn-Out Payments (as defined below). As additional consideration, we issued to the Stockholder a five-year warrant to purchase 425,000 shares of our class B common stock at an exercise price of $1.25 per share.
Previous report
As noted above, a portion of the purchase price was paid by the issuance of a 10% subordinated promissory note in the principal amount of $800,000 by CleanCore Global to the Seller. The note bears interest at a rate of ten percent (10%) per annum, payable quarterly, and is due and payable on April 15, 2027. The 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.
Previous report
The Seller is also entitled to receive the following payments (each is referred to below as an Earn-Out Payment) to the extent that Net Sales (as defined in the Purchase Agreement) achieve the following milestones during the five-year period beginning on the closing date and ending on the fifth anniversary of the closing date, or the Earn-Out Period; provided that an Earn-Out Payment will be calculated for each year during the Earn-Out Period. If Net Sales:
Previous report
Calculation of the annual Earn-Out Payment will be based upon cumulative Net Sales, meaning that for each year of the Earn-Out Period, the beginning balance of Net Sales will be the ending balance of Net Sales from the prior year of the Earn-Out Period.
Previous report
No later than forth-five (45) days following each anniversary of the closing date during the Earn-Out Period, CleanCore Global shall prepare and deliver to the Seller a written statement, or an Earn-Out Statement, setting forth in reasonable detail its determination of unaudited Net Sales within the annual Earn-Out Period and its determination of whether there is a resulting Earn-Out Payment due. To the extent the Seller is entitled to an Earn-Out Payment, the applicable Earn-Out Payment(s) shall be paid on the date that is five (5) business days after the date on which the Earn-Out Statement becomes final and binding on the parties, following resolution of any objections to the Earn-Out Statement pursuant to the terms of the Purchase Agreement.
Previous report
The Purchase Agreement contains customary representations, warranties and covenants, including a covenant that the Seller and the Stockholder will not compete with the Business for a period of three (3) years following closing.
Previous report
The Purchase Agreement also contains mutual indemnification for breaches of representations or warranties and failure to perform covenants or obligations contained in the Purchase Agreement. The Seller and the Stockholder also indemnified CleanCore Global for (i) any Excluded Liability (as defined in the Purchase Agreement) and (ii) any liability of the Seller which is not an Assumed Liability (as defined in the Purchase Agreement) and which is imposed upon CleanCore Global under any bulk transfer law of any jurisdiction or under any common law doctrine of de facto merger or successor liability so long as such liability arises out of the ownership, use or operation of the assets of the Seller, or the operation or conduct of the Business prior to the closing. CleanCore Global also indemnified the Seller and the Stockholder for (i) any Assumed Liability and (ii) any liability (other than any Excluded Liability) asserted by a third party against any of the Seller or the Stockholder which arises out of the ownership of the Purchased Assets (as defined in the Purchase Agreement) after the closing or the operation by CleanCore Global of the business conducted with the Purchased Assets after the closing.
Previous report
In the case of the indemnification provided with respect to breaches of certain non-fundamental representations and warranties, the party will only become liable for indemnified losses if the amount exceeds an aggregate of $30,000. Notwithstanding the foregoing, this threshold limitation shall not apply to claims by CleanCore Global for breaches by the Seller or the Stockholder of certain fundamental representations. In addition, CleanCore Global’s aggregate remedy with respect to any and all indemnifiable losses shall in no event exceed, (i) with respect to claims related to breach of the fundamental representations, the final purchase price, or (ii) with respect to all other claims, 50% of the final purchase price. If, after providing the Seller with a written claim that specifically identifies the basis for indemnification and any relevant facts forming the basis for such claim, resolution of the claim between the parties and the Seller fails to indemnify CleanCore Global within thirty (30) days following the resolution of the claim, CleanCore Global shall have the right to recoup all or any part of any indemnifiable losses it may suffer by notifying the Stockholder that CleanCore Global is reducing the Earn-Out Payments by the amount of such indemnifiable losses.
Previous report
Private Placement
Previous report
On April 16, 2025, we entered into subscription agreements with several accredited investors for the purchase of (i) promissory notes in the aggregate principal amount of $1,010,000 and (ii) five-year warrants to purchase an aggregate of 134,666 shares of our class B common stock at an exercise price of $1.06 per share for an aggregate purchase price of $1,010,000.
Previous report
The notes bear interest at a rate of twelve percent (12%) per annum, payable quarterly, and are due and payable on April 16, 2027. The notes may be prepaid at any time without premium or penalty, are unsecured, and contain customary events of default for a loan of this type.
Previous report
Amendments to Promissory Notes
Previous report
On May 2, 2025, the promissory note in the principal amount of $316,920 issued to Gary Hollst on December 24, 2024 was amended and restated in its entirety and we issued to Mr. Hollst an amended and restated promissory note in the principal amount of $342,154.57. This 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 note), interest shall accrue at a rate of 10% per annum. The 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 note may be converted at the holder’s option at any time into shares of our class B common stock at a conversion price of $1.12 (subject to standard adjustments for stock splits, stock dividends, reclassifications and similar transactions).
Previous report
On May 2, 2025, we and Clayton Adams, our Chief Executive Officer, entered into a note amendment agreement, pursuant to which the maturity date of the 20% original issue discount promissory note issued to Mr. Adams on January 27, 2025 was changed to require repayment with sixty (60) days of written demand from Mr. Adams.
Previous report
On May 2, 2025, we and Travis Buchanan, our President, entered into a note amendment agreement, pursuant to which the maturity date the 20% original issue discount promissory note issued to Mr. Buchanan on January 27, 2025 was changed to require repayment with sixty (60) days of written demand from Mr. Buchanan.
Previous report
Principal Factors Affecting Our Financial Performance
Previous report
Revenue. We generate revenue from sales of our cleaning products. Our revenue increased by $243,995, or 77.73%, to $557,915 for the three months ended March 31, 2025 from $313,920 for the three months ended March 31, 2024. The increase is primarily due to an increase of sales to our distributor in India.
Previous report
Depreciation and amortization expense.* *We incurred depreciation and amortization expense of $39,928, or 7.16% of revenue, for the three months ended March 31, 2025, as compared to $38,677, or 12.32% of revenue, for the three months ended March 31, 2024.
Previous report
Interest expense, net. We incurred interest expense, net, of $92,551, or 16.59% of revenue, for the three months ended March 31, 2025, as compared to $84,093, or 26.79% of revenue, for the three months ended March 31, 2024. The increase is primarily due to an increase in the note payable balance.
Previous report
Comparison of Nine Months Ended March 31, 2025 and 2024
Previous report
Revenue. Our revenue increased by $282,073, or 31.41%, to $1,180,083 for the nine months ended March 31, 2025 from $898,010 for the nine months ended March 31, 2024. The increase is primarily due to an increase in sales with our largest customer, representing an 171% increase over the prior period.
Previous report
Cost of sales. Our cost of sales increased by $163,946, or 35.84%, to $621,441 for the nine months ended March 31, 2025 from $457,495 for the nine months ended March 31, 2024. As a percentage of revenue, cost of sales increased from 50.95% for the nine months ended March 31, 2024 to 52.66% for the nine months ended March 31, 2025. This increase was due to an increase in sales and increase in demo expenses due to a change in sales strategy of providing customers considering large orders demonstration equipment at no cost. Additionally, a business decision was made to sell $46,000 of inventory at cost to a former customer placing their first purchase order in over 9 months.
Previous report
Gross profit. As a result of the foregoing, our gross profit decreased by $118,127, or 26.82%, to $558,642 for the nine months ended March 31, 2025 from $440,515 for the nine months ended March 31, 2024. As a percentage of revenue, gross profit decreased from 49.05% for the nine months ended March 31, 2024 to 47.34% for the nine months ended March 31, 2025.
Previous report
General and administrative expenses.* *Our general and administrative expenses increased by $1,512,901, or 111.98%, to $2,863,998 for the nine months ended March 31, 2025 from $1,351,097 for the nine months ended March 31, 2024. As a percentage of revenue, our general and administrative expenses increased from 150.45% for the nine months ended March 31, 2024 to 242.69% for the nine months ended March 31, 2025. This increase was primarily due to $409,786 stock compensation expense, an increase of $108,479 in payroll and benefits related to an increase in headcount, a $547,553 increase in professional and consulting fees, and a $204,465 increase in director and officer insurance. The increase in professional fees and director and officer insurance is directly related to our listing on NYSE American in the 2025 period.
Previous report
Advertising expenses.* *Our advertising expenses increased by $29,324, or 67.89%, to $72,515 for the nine months ended March 31, 2025 from $43,191 for the nine months ended March 31, 2024. As a percentage of revenue, our advertising expenses increased from 4.81% for the nine months ended March 31, 2024 to 6.14% for the nine months ended March 31, 2025. Such an increase was primarily due to an increase in our marketing materials, including product videos and flyers.
Previous report
Depreciation and amortization expense.* *We incurred depreciation and amortization expense of $119,678, or 10.14% of revenue, for the nine months ended March 31, 2025, as compared to $115,885, or 12.90% of revenue, for the nine months ended March 31, 2024.
Previous report
Interest expense, net.* *We incurred interest expense, net, of $172,920, or 14.65% of revenue, for the nine months ended March 31, 2025, as compared to $233,105, or 25.96% of revenue, for the nine months ended March 31, 2024. The decrease is primarily due to interest expense for the 2024 period being offset by interest income of $29,921 from an interest-bearing money market account opened in May 2024.
Reworded paragraphs (15)
Previous wording
In some cases, you can identify forward-looking statements by terms such as “may,” “could,” “will,” “should,” “would,” “expect,” “plan,” “intend,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” “project” or “continue” or the negative of these terms or other comparable terminology. These statements are only predictions. You should not place undue reliance on forward-looking statements because they involve known and unknown risks, uncertainties and other factors, which are, in some cases, beyond our control and which could materially affect results. Factors that may cause actual results to differ materially from current expectations include, among other things, those listed under Item 1A “Risk Factors” included in our Annual Report on Form 10-K for the fiscal year ended June 30, 2024, or the Form 10-K, and elsewhere in this report. If one or more of these risks or uncertainties occur, or if our underlying assumptions prove to be incorrect, actual events or results may vary significantly from those implied or projected by the forward-looking statements. No forward-looking statement is a guarantee of future performance.
Current wording
In some cases, you can identify forward-looking statements by terms such as “may,” “could,” “will,” “should,” “would,” “expect,” “plan,” “intend,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” “project” or “continue” or the negative of these terms or other comparable terminology. These statements are only predictions. You should not place undue reliance on forward-looking statements because they involve known and unknown risks, uncertainties and other factors, which are, in some cases, beyond our control and which could materially affect results. Factors that may cause actual results to differ materially from current expectations include, among other things, those listed under Item 1A “Risk Factors” included in our Annual Report on Form 10-K for the fiscal year ended June 30, 2025, or the Form 10-K, as may be amended, supplemented or superseded from time to time by other reports we file with the Securities and Exchange Commission, or the SEC, in the future, and elsewhere in this report. If one or more of these risks or uncertainties occur, or if our underlying assumptions prove to be incorrect, actual events or results may vary significantly from those implied or projected by the forward-looking statements. No forward-looking statement is a guarantee of future performance.
Previous wording
Our operating results are primarily affected by the following factors:
Current wording
The operating results for our Treasury operations are primarily affected by the following factors:
Previous wording
Cost of sales. Our cost of sales consists of raw materials, components and labor. Our cost of sales increased by $73,599, or 42.50%, to $246,783 for the three months ended March 31, 2025 from $173,184 for the three months ended March 31, 2024. As a percentage of revenue, cost of sales decreased from 55.17% for the three months ended March 31, 2024 to 44.23% for the three months ended March 31, 2025. This decrease as a percentage of revenue was primarily due to the sale of higher margin units.
Current wording
Cost of sales. Our cost of sales consists of raw materials, components, labor, demo expenses and warranty reserves. Our cost of sales increased by $188,828, or 105.25%, to $368,229 for the three months ended September 30, 2025 from $179,401 for the three months ended September 30, 2024. As a percentage of revenue, cost of sales was 40.7% and 49.16% for the three months ended September 30, 2025 and 2024, respectively. The decrease is the result of better efficiencies driven by scale, cost optimization, and technological improvements.
Previous wording
Gross profit. As a result of the foregoing, our gross profit increased by $170,396, or 121.07%, to $311,132 for the three months ended March 31, 2025 from $140,736 for the three months ended March 31, 2024. As a percentage of revenue, gross profit increased from 44.83% for the three months ended March 31, 2024 to 55.77% for the three months ended March 31, 2025.
Current wording
Gross profit. As a result of the foregoing, our gross profit increased by $350,971, or 189.20%, to $536,470 for the three months ended September 30, 2025 from $185,499 for the three months ended September 30, 2024. As a percentage of revenue, gross profit was 59.3% and 50.84% for the three months ended September 30, 2025 and 2024, respectively.
Previous wording
General and administrative expenses.* *Our general and administrative expenses consist primarily of personnel expenses, including employee salaries and bonuses plus related payroll taxes, stock based compensation expense, professional advisor fees, bad debts, rent expense, insurance and other expenses incurred in connection with general operations. Our general and administrative expenses increased by $447,365, or 85.88%, to $968,264 for the three months ended March 31, 2025 from $520,899 for the three months ended March 31, 2024. As a percentage of revenue, our general and administrative expenses increased from 165.93% for the three months ended March 31, 2024 to 173.55% for the three months ended March 31, 2025. This increase was primarily due to a $185,956 increase in stock compensation expense, $54,197 of additional wage and benefit expense related to the addition of 4 employees, $46,249 of additional professional fees such as accounting and legal, and a $66,161 increase in director and officer insurance. This increase in professional fees and director and office insurance is related to our listing on NYSE American in the 2025 period.
Current wording
General and administrative expenses.* *In the CleanCore segment, our general and administrative expenses consist primarily of personnel expenses, including employee salaries and bonuses plus related payroll taxes, stock based compensation expense, professional advisor fees, bad debts, rent expense, insurance and other expenses incurred in connection with general operations. In the Treasury segment, our general and administrative expenses consist primary of professional advisor fees, stock based compensation expense, insurance expense, and employee salaries and bonuses plus related payroll taxes. Our general and administrative expenses increased by $7,708,919, or 841.39%, to $8,625,133 for the three months ended September 30, 2025 from $916,214 for the three months ended September 30, 2024. As a percentage of revenue, our general and administrative expenses were 953.37% and 251.09% for the three months ended September 30, 2025 and 2024, respectively. This increase was primarily due to increases of $5,826,062 in professional and consulting fees, $985,675 in stock compensation expense, $715,487 in payroll and benefits related to an increase in headcount, and $149,553 in director and officer insurance. On a segmented basis, general and administrative expenses for the CleanCore and Treasury segments for the three months ended September 30, 2025 were $5,392,103 and $3,233,030, respectively.
Previous wording
Advertising expenses.* *Our advertising expenses consist of vendor trade shows and various trade publications. Our advertising expenses increased by $2,006, or 11.31%, to $19,743 for the three months ended March 31, 2025 from $17,737 for the three months ended March 31, 2024. As a percentage of revenue, our advertising expenses decreased from 5.65% for the three months ended March 31, 2024 to 3.54% for the three months ended March 31, 2025. The increase in advertising expenses was primarily due to an increase in product marketing materials.
Current wording
Advertising expenses.* *In the CleanCore segment, advertising expenses consist of vendor trade shows and various trade publications. In the Treasury segment, advertising expense is driven by crypto marketing expenses. Our advertising expenses increased by $25,319, or 54.79%, to $71,529 for the three months ended September 30, 2025 from $46,210 for the three months ended September 30, 2024. Such an increase was primarily due to increased expenses related to crypto marketing. As a percentage of revenue, our advertising expenses were 7.91% and 12.66% for the three months ended September 30, 2025 and 2024, respectively. On a segmented basis, advertising expenses for the CleanCore and Treasury segments for the three months ended September 30, 2025 were $39,529 and $32,000, respectively.
Previous wording
Net loss.* *As a result of the cumulative effect of the factors described above, we had a net loss of $809,354 for the three months ended March 31, 2025, as compared to $520,670 for the three months ended March 31, 2024, an increased loss of $288,684, or 55.44%.
Current wording
Net loss.* *As a result of the cumulative effect of the factors described above, we had a net loss of $13,367,699 for the three months ended September 30, 2025, as compared to $856,082 for the three months ended September 30, 2024, an increase of $12,511,617, or 1,461.50%.
Previous wording
Our company has incurred losses and negative cash flows from operations. From October 17, 2022 (the date of the acquisition) through March 31, 2025, we have financed our operations primarily through private investor funding and an initial public offering. As of March 31, 2025, we had cash and cash equivalents of $796,843, a net loss for the nine months ended March 31, 2025 of $2,670,469 and cash used in operating activities of $2,234,206.
Current wording
Our company has incurred losses and negative cash flows from operations. From October 17, 2022 (the date of the acquisition) through September 30, 2025, we have financed our operations primarily through investor funding. As of September 30, 2025, we had cash and cash equivalents of $12,914,595, a net loss for the three months ended September 30, 2025 of $13,367,699 and cash used in operating activities of $3,796,652.
Previous wording
Despite our initial public offering, management believes that currently available resources will not be sufficient to fund our planned expenditures over the next 12 months. These factors, individually and collectively indicate that a material uncertainty exists that raises substantial doubt about our company’s ability to continue as a going concern for 12 months from the date of issuance of the accompanying financial statements.
Current wording
Despite our recent offerings described below, management believes that currently available resources will not be sufficient to fund our planned expenditures over the next 12 months. These factors, individually and collectively indicate that a material uncertainty exists that raises substantial doubt about our company’s ability to continue as a going concern for 12 months from the date of issuance of the accompanying financial statements.
Previous wording
The following table provides detailed information about our net cash flow for the nine months ended March 31, 2025 and 2024.
Current wording
The following table provides detailed information about our net cash flow for the three months ended September 30, 2025 and 2024.
Previous wording
Net cash used in operating activities was $2,234,206 for the nine months ended March 31, 2025, as compared to $485,530 for the nine months ended March 31, 2024. For the nine months ended March 31, 2025, our net loss of $2,670,469 and increase in accounts receivable of $191,509 and prepaid expenses of $150,982, offset by non-cash stock-based compensation of $561,767, depreciation and amortization of $119,678 and non-cash interest expense of $195,380, were the primary drivers of net cash used in operating activities. For the nine months ended March 31, 2024, our net loss of $1,302,763 and an increase in inventory of $103,569, offset by an increase in accounts payable and accrued liabilities of $386,279, a non-cash interest expense of $223,783, stock-based compensation of $151,981, and depreciation and amortization of $115,885, were the primary drivers of net cash used in operating activities.
Current wording
Net cash used in operating activities was $3,796,652 for the three months ended September 30, 2025, as compared to $799,764 for the three months ended September 30, 2024. For the three months ended September 30, 2025, our net loss of $13,367,699 and an increase in prepaid expenses of $2,399,204, offset by a change in fair value of digital assets of $4,997,173, stock based compensation of $1,167,775, and non-cash professional fees of $4,894,750, were the primary drivers of net cash used in operating activities. For the three months ended September 30, 2024, our net loss of $856,082 and a decrease in prepaid expenses of $142,084, offset by stock based compensation of $182,400, were the primary drivers of net cash used in operating activities.
Previous wording
Net cash used in investing activities was $18,857 for the nine months ended March 31, 2025, as compared to $2,138 for the nine months ended March 31, 2024. The net cash used in investing activities for both periods consisted entirely of purchases of property and equipment.
Current wording
Net cash used in investing activities was $142,511,738 for the three months ended September 30, 2025, as compared to $6,465 for the three months ended September 30, 2024. The net cash used in investing activities for the three months ended September 30, 2025 consisted of purchases of digital assets of $142,500,000 and purchases of property and equipment of $11,738, while the net cash used in investing activities for the three months ended September 30, 2024 consisted entirely of purchases of property and equipment.
Previous wording
Net cash provided by financing activities was $1,015,273 for the nine months ended March 31, 2025, as compared to $150,556 for the nine months ended March 31, 2024. Net cash provided by financing activities for the nine months ended March 31, 2025 consisted of proceeds from an advance on subscription of $1,000,000 and proceeds from the issuance of related party notes of $332,193, offset by payments of notes payable of $316,920, while net cash provided by financing activities for the nine months ended March 31, 2024 consisted of proceeds from the issuance of convertible notes of $225,000 and proceeds from related party loans of $50,014, offset by payments for deferred offering costs of $124,458.
Current wording
Net cash provided by financing activities was $157,763,139 for the three months ended September 30, 2025, as compared to $0 for the three months ended September 30, 2024. Net cash provided by financing activities for the three months ended September 30, 2025 consisted of proceeds from the private placement described below of $137,907,255, proceeds from the Sales Agreement described below of $21,357,562 and proceeds from the exercise of warrants of $370,288, offset by repayments of notes payable of $660,000, payments for deferred offering costs of $786,725 and repayments of related party loans of $425,241.
Previous wording
Please see Notes 10 and 11 to our unaudited condensed consolidated financial statements above for a description of the terms of our outstanding debt.
Current wording
Please see Notes 12 and 13 to our unaudited condensed consolidated financial statements above for a description of the terms of our outstanding debt.
Previous wording
Our principal commitments consist mostly of obligations under the loans described in Notes 10 and 11 to our unaudited condensed consolidated financial statements above. We also have a non-cancellable operating lease commitment for our office facility expiring in 2028 as described in Note 14 to the unaudited condensed consolidated financial statements above. Other than the foregoing, at March 31, 2025, we did not have other long-term debt obligations, capital (finance) lease obligations, operating lease obligations, purchase obligations or other long-term liabilities reflected on our statements of financial position.
Current wording
Our other principal commitments consist mostly of obligations under the loans described in Notes 10 and 11 to our unaudited condensed consolidated financial statements above. We also have a non-cancellable operating lease commitment for our office facility expiring in 2028 as described in Note 14 to the unaudited condensed consolidated financial statements above.
Rearranged current paragraphs (1)
Current report — wording carried from elsewhere
Other than the foregoing, at September 30, 2025, we did not have other long-term debt obligations, capital (finance) lease obligations, operating lease obligations, purchase obligations or other long-term liabilities reflected on our statements of financial position.
Rearranged previous paragraphs (2)
Previous report — wording carried elsewhere
The following table sets forth key components of our results of operations for the nine months ended March 31, 2025 and 2024, both in dollars and as a percentage of our revenue.
Previous report — wording carried elsewhere
Net loss.* *As a result of the cumulative effect of the factors described above, we had a net loss of $2,670,469 for the nine months ended March 31, 2025, as compared to $1,302,763 for the nine months ended March 31, 2024, a loss increase of $1,367,706, or 104.99%.