Form 8-K - Current report

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): April 21, 2025 (April 15, 2025)

CLEANCORE SOLUTIONS, INC.

(Exact name of registrant as specified in its charter)

Nevada		001-42033		88-4042082
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

5920 S. 118th Circle, Omaha, NE		68137
(Address of principal executive offices)		(Zip Code)

(877) 860-3030

(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:

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement 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 B Common Stock, par value $0.0001 per share		ZONE		NYSE 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. ☐

Item 1.01 Notice of Entry into a Material Definitive Agreement.

Closing of Acquisition

As previously disclosed, on February 21, 2025, CleanCore Global Limited (the “Buyer”), a wholly-owned subsidiary of CleanCore Solutions, Inc. (the “Company”), entered into an Asset Purchase Agreement, which was amended on April 15, 2025 (as so amended, the “Purchase Agreement”), with Sanzonate Europe Ltd., an Irish corporation (the “Seller”), and Sanzonate Global Inc., the majority stockholder of the Seller (the “Stockholder”), pursuant to which the Buyer agreed to acquire substantially all of the assets of the Seller used in the manufacturer and distribution of aqueous ozone products (the “Business”).

On April 15, 2025, the closing of the transactions contemplated by the Purchase Agreement was completed. Pursuant the Purchase Agreement, the Buyer 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 in the Purchase Agreement). As additional consideration, the Company issued to the Stockholder a five-year warrant to purchase 425,000 shares of the Company’s class B common stock at an exercise price of $1.25 per share (the “Seller Warrant”).

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 the Buyer to the Seller (the “Seller Note”). The Seller Note bears interest at a rate of ten percent (10%) per annum, payable quarterly, and is due and payable on April 15, 2027. The Seller 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 foregoing summary of the terms and conditions of the Purchase Agreement, the Seller Note and the Seller Warrant 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.

Private Placement

On April 16, 2025, the Company entered into subscription agreements (the “Subscription Agreements”) with several accredited investors for the purchase of (i) promissory notes in the aggregate principal amount of $1,010,000 (the “Investor Notes”) and (ii) five-year warrants to purchase an aggregate of 134,666 shares of the Company’s class B common stock at an exercise price of $1.06 per share (the “Investor Warrants”) for an aggregate purchase price of $1,010,000.

The Investor Notes bear interest at a rate of twelve percent (12%) per annum, payable quarterly, and are due and payable on April 16, 2027. The Investor 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.

The foregoing summary of the terms and conditions of the Subscription Agreement, the Investor Notes and the Investor Warrants 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 2.01 Completion of Acquisition or Disposition of Assets.

The information set forth under Item 1.01 is incorporated by reference into this Item 2.01.

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 Seller Note and the Investor Notes 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 Seller Warrant and the Investor Warrants 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.

Item 7.01 Regulation FD Disclosure.

On April 17, 2025, the Company issued a press release to announce the closing of the Purchase Agreement. A copy of the press release is furnished as Exhibit 99.1 to this report.

The information furnished pursuant to this Item 7.01 (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 filing under the 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.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description of Exhibit
4.1		Common Stock Purchase Warrant issued by CleanCore Solutions, Inc. to Sanzonate Global Inc. on April 15, 2025
4.2		Form of Common Stock Purchase Warrant issued by CleanCore Solutions, Inc. on April 16, 2025
10.1		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
10.2		Amendment No. 1 to Asset Purchase Agreement, dated April 15, 2025, among CleanCore Global Limited, Sanzonate Europe Ltd. and Sanzonate Global Inc.
10.3		10% Subordinated Promissory Note issued by CleanCore Global Limited to Sanzonate Europe Ltd. on April 15, 2025
10.4		Form of Subscription Agreement, dated April 16, 2025
10.5		Form of 12% Unsecured Promissory Note issued by CleanCore Solutions, Inc. on April 16, 2025
99.1		Press Release issued on April 17, 2025
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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: April 21, 2025	CLEANCORE SOLUTIONS, INC.

	/s/ Clayton Adams
	Name:	Clayton Adams
	Title:	Chief Executive Officer

Exhibit 4.1

NEITHER THIS WARRANT NOR THE SECURITIES INTO WHICH THIS WARRANT IS EXERCISABLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, 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 OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS, OR AN OPINION OF COUNSEL, IN A FORM ACCEPTABLE TO THE COMPANY, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR APPLICABLE STATE SECURITIES LAWS OR UNLESS SOLD PURSUANT TO RULE 144 UNDER SAID ACT.

CleanCore Solutions, Inc.

COMMON STOCK PURCHASE WARRANT

CLEANCORE SOLUTIONS, INC., a Nevada corporation (the “Company”), hereby certifies that, for value received, Sanzonate Global Inc., a Nebraska corporation, or its permitted registered assigns (the “Holder”), is entitled to purchase from the Company up to 425,000 shares (the “Warrant Shares”) of its Class B Common Stock, par value $0.0001 per share (the “Common Stock”), at an exercise price of $1.25 per share (as may be adjusted from time to time as provided herein, the “Exercise Price”), at any time and from time to time on or after April 15, 2025 (the “Original Issue Date”) and through and including 5:00 p.m. Central time on April 14, 2030 (the “Expiration Time”), and subject to the terms and conditions set forth below.

This Warrant is being delivered pursuant to Section 5.3(f) of that certain Asset Purchase Agreement, dated February 21, 2025, as amended, by and among CleanCore Global Limited, Sanzonate Europe Ltd and the Holder (the “Purchase Agreement”). Capitalized terms not defined herein have the meaning ascribed to them in the Purchase Agreement.

1. List of Warrant Holders. The Company shall register this common stock purchase warrant (this “Warrant”), upon records to be maintained by the Company for that purpose (the “Warrant Register”), in the name of the record Holder. The Company may deem and treat the registered Holder of this Warrant as the absolute owner hereof for the purpose of any exercise hereof or any distribution to the Holder, and for all other purposes, absent actual notice to the contrary.

2. List of Transfers; Restrictions on Transfer. The Company shall register any transfer of all or any portion of this Warrant in the Warrant Register, upon surrender of this Warrant, with the Form of Assignment attached hereto duly completed and signed, to the Company at its address specified herein. Upon any such registration or transfer, a new common stock purchase warrant, in substantially the form of this Warrant (any such new Warrant, a “New Warrant”), evidencing the portion of this Warrant so transferred shall be issued to the transferee and a New Warrant evidencing the remaining portion of this Warrant not so transferred, if any, shall be issued to the transferring Holder. The acceptance of the New Warrant by the transferee thereof shall be deemed the acceptance by such transferee of all of the rights and obligations in respect of the New Warrant that the Holder has in respect of this Warrant.

3. Exercise and Duration of Warrant.

(a) All or any part of this Warrant shall be exercisable by the registered Holder in any manner permitted by this Section 3 at any time and from time to time on or after the Original Issue Date and through and including the Expiration Time. At the Expiration Time, the portion of this Warrant not exercised prior thereto shall be and become void and of no value and this Warrant shall be terminated and shall no longer be outstanding.

(b) The Holder may exercise this Warrant by delivering to the Company: (i) an exercise notice, in the form attached hereto (the “Exercise Notice”), completed and duly signed, and (ii) payment by wire transfer of immediately available funds to an account designated by the Company of the Exercise Price for the number of Warrant Shares as to which this Warrant is being exercised. The Holder shall be required to deliver the original Warrant in order to effect an exercise hereunder. The date such items are delivered to the Company (as determined in accordance with the notice provisions hereof) is an “Exercise Date.” Execution and delivery of the Exercise Notice shall have the same effect as cancellation of the original Warrant and issuance of a New Warrant evidencing the right to purchase the remaining number of Warrant Shares.

(c) The Company will not close its stockholder books or records in any manner which prevents the timely exercise of this Warrant pursuant to the terms hereof.

4. Delivery of Warrant Shares.

(a) Upon exercise of this Warrant, the Company shall promptly (but in no event later than ten (10) business days after the Exercise Date) issue or cause to be issued and cause to be delivered to or upon the written order of the Holder and in such name or names as the Holder may designate, a book entry statement from the Company’s transfer agent for the Warrant Shares issuable upon such exercise. The Holder, or any person permissibly so designated by the Holder to receive Warrant Shares, shall be deemed to have become the holder of record of such Warrant Shares as of the Exercise Date. If the Warrant Shares are registered under the Securities Act or otherwise freely tradable, the Company shall, upon the written request of the Holder, use its best efforts to deliver, or cause to be delivered, the Warrant Shares hereunder electronically through The Depository Trust Company through its Deposit or Withdrawal at Custodian system.

(b) To the extent permitted by law, the Company’s obligations to issue and deliver Warrant Shares in accordance with the terms hereof are absolute and unconditional, irrespective of any action or inaction by the Holder to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment against any person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Holder or any other person of any obligation to the Company or any violation or alleged violation of law by the Holder or any other person, and irrespective of any other circumstance that might otherwise limit such obligation of the Company to the Holder in connection with the issuance of Warrant Shares. Nothing herein shall limit a Holder’s right to pursue any other remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Company’s failure to timely deliver the Warrant Shares upon exercise of the Warrant as required pursuant to the terms hereof.

(c) If the Company fails to deliver the Warrant Shares pursuant to the terms hereof by applicable delivery date, then, the Holder will have the right to rescind such exercise.

5. Charges, Taxes and Expenses. Issuance and delivery of Warrant Shares upon exercise of this Warrant shall be made without charge to the Holder for any issue or transfer tax, withholding tax, transfer agent fee or other incidental tax or expense in respect of the issuance of such Warrant Shares, all of which taxes and expenses shall be paid by the Company; provided, however, that the Company shall not be required to pay any tax that may be payable in respect of any transfer involved in the registration of any Warrant Shares or the Warrants in a name other than that of the Holder. The Holder shall be responsible for all other tax liability that may arise as a result of holding or transferring this Warrant or receiving Warrant Shares upon exercise hereof.

6. Replacement of Warrant. If this Warrant is mutilated, lost, stolen or destroyed, the Company shall issue or cause to be issued in exchange and substitution for and upon cancellation hereof, or in lieu of and substitution for this Warrant, a New Warrant, but only upon receipt of evidence reasonably satisfactory to the Company of such loss, theft or destruction and customary and reasonable indemnity, if requested. Applicants for a New Warrant under such circumstances shall also comply with such other reasonable regulations and procedures and pay such other reasonable third-party costs as the Company may prescribe. If a New Warrant is requested as a result of a mutilation of this Warrant, then the Holder shall deliver such mutilated Warrant to the Company as a condition precedent to the Company’s obligation to issue the New Warrant.

7. Reservation of Warrant Shares. The Company covenants that it will at all times reserve and keep available out of the aggregate of its authorized but unissued and otherwise unreserved Common Stock, solely for the purpose of enabling it to issue Warrant Shares upon exercise of this Warrant as herein provided, the number of Warrant Shares that are then issuable and deliverable upon the exercise of this entire Warrant, free trading, free from preemptive rights or any other contingent purchase rights of persons other than the Holder (taking into account the adjustments and restrictions of Section 8). The Company covenants that all Warrant Shares so issuable and deliverable shall, upon issuance and the payment of the applicable Exercise Price in accordance with the terms hereof, be duly and validly authorized, issued and fully paid and nonassessable.

8. Certain Adjustments to Exercise Price. The Exercise Price and number of Warrant Shares issuable upon exercise of this Warrant are subject to adjustment from time to time as set forth in this Section 8.

(a) Adjustments for Stock Splits and Combinations and Stock Dividends. If the Company shall at any time or from time to time after the date hereof, effect a stock split or combination of the outstanding Common Stock or pay a stock dividend in shares of Common Stock, then the Exercise Price shall be proportionately adjusted. Any adjustments under this Section 8(a) shall be effective at the close of business on the date the stock split or combination becomes effective or the date of payment of the stock dividend, as applicable.

(b) Merger Sale, Reclassification, etc. In case of any: (i) consolidation or merger (including a merger in which the Company is the surviving entity), (ii) sale or other disposition of all or substantially all of the Company’s assets or distribution of property to stockholders (other than distributions payable out of earnings or retained earnings), or (iii) reclassification, change or conversion of the outstanding securities of the Company or of any reorganization of the Company (or any other corporation the stock or securities of which are at the time receivable upon the exercise of this Warrant) or any similar corporate reorganization on or after the date hereof, then and in each such case the Holder of this Warrant, upon the exercise hereof at any time thereafter shall be entitled to receive, in lieu of the stock or other securities and property receivable upon the exercise hereof prior to such consolidation, merger, sale or other disposition, reclassification, change, conversion or reorganization, the stock or other securities or property to which such Holder would have been entitled upon such consummation if such Holder had exercised this Warrant immediately prior thereto.

(c) Voluntary Adjustment By Company. Subject to the rules and regulations of the applicable trading market, the Company may at any time during the term of this Warrant reduce the then current Exercise Price to any amount and for any period of time deemed appropriate by the Board of Directors of the Company.

9. No Fractional Shares. No fractional Warrant Shares will be issued in connection with any exercise of this Warrant. As to any fraction of a share which the Holder would otherwise be entitled to purchase upon such exercise, the Company shall, at its election, either pay a cash adjustment in respect of such final fraction in an amount equal to such fraction multiplied by the Exercise Price or round up to the next whole share.

10. Notices. Any and all notices or other communications or deliveries to be provided by the Holder hereunder including, without limitation, any Exercise Notice, shall be in writing and delivered personally, by e-mail, or sent by a nationally recognized overnight courier service, addressed to the Company, at 5920 S 118th Circle, Omaha, NE 68137, Attention: Chief Executive Officer, email address: cadams@cleancoresol.com, or such other email address or address as the Company may specify for such purposes by notice to the Holder. Any and all notices or other communications or deliveries to be provided by the Company hereunder shall be in writing and delivered personally, by e-mail, or sent by a nationally recognized overnight courier service addressed to the Holder at the e-mail address or address of the Holder appearing in the Purchase Agreement. Any notice or other communication or deliveries hereunder shall be deemed given and effective on the earliest of (i) the time of transmission, if such notice or communication is delivered via e-mail at the e-mail address set forth in this Section ‎ 10 prior to 5:30 p.m. (Central time) on any date, (ii) the next business day after the time of transmission, if such notice or communication is delivered via e-mail at the e-mail address set forth in this Section ‎ 10 on a day that is not a business day or later than 5:30 p.m. (Central time) on any business day, (iii) the second business day following the date of mailing, if sent by U.S. nationally recognized overnight courier service, or (iv) upon actual receipt by the party to whom such notice is required to be given.

11. No Net Cash Settlement. Notwithstanding anything herein to the contrary, in no event will the Holder hereof be entitled to receive a net-cash settlement as liquidated damages in lieu of physical settlement in shares of Common Stock, regardless of whether the Common Stock underlying this Warrant is registered pursuant to an effective registration statement.

12. Miscellaneous.

(a) This Warrant shall be binding on and inure to the benefit of the Company and the Holder and their respective successors and assigns. Subject to the preceding sentence, nothing in this Warrant shall be construed to give to any person other than the Company and the Holder any legal or equitable right, remedy or cause of action under this Warrant. This Warrant may be amended only in writing signed by the Company and the Holder.

(b) All questions concerning the construction, validity, enforcement and interpretation of this Warrant shall be governed by and construed and enforced in accordance with the internal laws of the State of Nevada, without regard to the principles of conflicts of law thereof. Any dispute shall be resolved in the state or federal courts located in the State of Nevada.

(c) The headings herein are for convenience only, do not constitute a part of this Warrant and shall not be deemed to limit or affect any of the provisions hereof.

(d) In case any one or more of the provisions of this Warrant shall be invalid or unenforceable in any respect, the validity and enforceability of the remaining terms and provisions of this Warrant shall not in any way be affected or impaired thereby and the parties will attempt in good faith to agree upon a valid and enforceable provision which shall be a commercially reasonable substitute therefore, and upon so agreeing, shall incorporate such substitute provision in this Warrant.

(e) Prior to exercise of this Warrant, the Holder hereof shall not, by reason of by being a Holder, be entitled to any rights of a stockholder with respect to the Warrant Shares.

(f) No provision hereof, in the absence of any affirmative action by Holder to exercise this Warrant to purchase Warrant Shares, and no enumeration herein of the rights or privileges of Holder, shall give rise to any liability of Holder for the purchase price of any Common Stock or as a stockholder of the Company, whether such liability is asserted by the Company or by creditors of the Company.

[Signature Page Follows]

IN WITNESS WHEREOF, the Company has caused this Warrant to be duly executed by its authorized officer as of the date first indicated above.

	CleanCore Solutions, Inc.

	By:	/s/ Clayton Adams
	Name:	Clayton Adams
	Title:	Chief Executive Officer

CleanCore Solutions, Inc.

EXERCISE NOTICE

Ladies and Gentlemen:

(1) The undersigned hereby elects to exercise the above-referenced Warrant with respect to ______________ shares of Common Stock. Capitalized terms used herein and not otherwise defined herein have the respective meanings set forth in the Warrant.

(2) The holder shall pay the sum of $ ______________ to the Company in accordance with the terms of the Warrant.

(3) Please deliver the Warrant Shares to the following address:

OR, if the Warrant Shares are to be issued through The Depository Trust Company, to the following account:

	Broker Name:
	DTC Participant No.:
	Account Name:
	Account No.:

Dated:			HOLDER:


			Print Name

	By:

	Title:

CleanCore Solutions, Inc.

FORM OF ASSIGNMENT

To be completed and signed only upon transfer of Warrant

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto _________________ the right represented by the within Warrant to purchase _________________ shares of Common Stock to which the within Warrant relates and appoints __________________ attorney to transfer said right on the books of the Company with full power of substitution in the premises.

Dated:			TRANSFEROR:


			Print Name

	By:

	Title:

			TRANSFEREE:


			Print Name

	By:

	Title:

		Address of Transferee:




		Tax ID (SSN or EIN) of Transferee:

Exhibit 4.2

CleanCore Solutions, Inc.

COMMON STOCK PURCHASE WARRANT

CLEANCORE SOLUTIONS, INC., a Nevada corporation (the “Company”), hereby certifies that, for value received _________________ or its permitted registered assigns (the “Holder”), is entitled to purchase from the Company up to _____ shares (the “Warrant Shares”) of its Class B Common Stock, par value $0.0001 per share (the “Common Stock”) at an exercise price of $1.06 (as may be adjusted from time to time as provided herein, the “Exercise Price”), at any time and from time to time on or after April 16, 2025 (the “Original Issue Date”) and through and including 5:00 p.m. Central time on April 15, 2030 (the “Expiration Time”), and subject to the following terms and conditions:

3. Exercise and Duration of Warrant.

(b) The Holder may exercise this Warrant by delivering to the Company: (i) an exercise notice, in the form attached hereto (the “Exercise Notice”), completed and duly signed, and (ii) if such Holder is not utilizing the cashless exercise provisions set forth in this Warrant, payment by wire transfer of immediately available funds to an account designated by the Company of the Exercise Price for the number of Warrant Shares as to which this Warrant is being exercised. The Holder shall be required to deliver the original Warrant in order to effect an exercise hereunder. The date such items are delivered to the Company (as determined in accordance with the notice provisions hereof) is an “Exercise Date.” Execution and delivery of the Exercise Notice shall have the same effect as cancellation of the original Warrant and issuance of a New Warrant evidencing the right to purchase the remaining number of Warrant Shares.

(c) Notwithstanding anything contained herein to the contrary, so long as the Warrant Shares are not freely transferable, the Holder may, in its sole discretion, exercise this Warrant in whole or in part and, in lieu of making the cash payment otherwise contemplated to be made to the Company upon such exercise in payment of the Exercise Price, elect instead to receive upon such exercise the “Net Number” of shares of Common Stock determined according to the following formula (a “Cashless Exercise”):

		Net Number = (A x B) - (A x C)
		B

For purposes of the foregoing formula:

A =

the total number of shares with respect to which this Warrant is then being exercised.

B =

the Per Share Price (as defined below) of one (1) share of Common Stock at the time the net issuance election under this Section 3(c) is made.

C =

the Exercise Price then in effect for the applicable Warrant Shares at the time of such exercise.

For purposes of Section 3(c), “Per Share Price” means: (A) if the Common Stock is traded on a securities exchange, the Per Share Price shall be deemed to be the closing price of the Common Stock as quoted on any exchange, as published in the Western Edition of The Wall Street Journal for the trading day immediately prior to the date of Holder’s election hereunder, or (B) if the Common Stock is actively traded over-the-counter, the Per Share Price shall be deemed to be the closing bid or sales price, whichever is applicable, of the Common Stock for the trading day immediately prior to the date of Holder’s election; or (C) if neither (A) nor (B) is applicable, the Per Share Price shall be determined in good faith by the Board of Directors of the Company based on relevant facts and circumstances at the time of the net exercise under Section 3(c), including in the case of a change of control of the Company the consideration receivable by the holders of the Common Stock in such change of control.

For purposes of Rule 144(d) promulgated under the Securities Act, as in effect on the date hereof, assuming the Holder is not an affiliate of the Company, it is intended that the Warrant Shares issued in a Cashless Exercise shall be deemed to have been acquired by the Holder, and the holding period for the Warrant Shares shall be deemed to have commenced, on the closing date of the Offering pursuant to which the Company was obligated to issue this Warrant.

(d) The Company will not close its stockholder books or records in any manner which prevents the timely exercise of this Warrant pursuant to the terms hereof.

4. Delivery of Warrant Shares.

(c) If the Company fails to deliver the Warrant Shares pursuant to the terms hereof by applicable delivery date, then, the Holder will have the right to rescind such exercise.

5. Charges, Taxes and Expenses. Issuance and delivery of Warrant Shares upon exercise of this Warrant shall be made without charge to the Holder for any issue or transfer tax, withholding tax, transfer agent fee or other incidental tax or expense in respect of the issuance of such Warrant Shares, all of which taxes and expenses shall be paid by the Company; provided, however, that the Company shall not be required to pay any tax that may be payable in respect of any transfer involved in the registration of any Warrant Shares or the Warrants in a name other than that of the Holder. The Holder shall be responsible for all other tax liability that may arise as a result of holding or transferring this Warrant or receiving Warrant Shares upon exercise hereof.

7. Reservation of Warrant Shares. The Company covenants that it will at all times reserve and keep available out of the aggregate of its authorized but unissued and otherwise unreserved Common Stock, solely for the purpose of enabling it to issue Warrant Shares upon exercise of this Warrant as herein provided, the number of Warrant Shares that are then issuable and deliverable upon the exercise of this entire Warrant, free from preemptive rights or any other contingent purchase rights of persons other than the Holder (taking into account the adjustments and restrictions of Section 8). The Company covenants that all Warrant Shares so issuable and deliverable shall, upon issuance and the payment of the applicable Exercise Price in accordance with the terms hereof, be duly and validly authorized, issued and fully paid and nonassessable.

10. Notices. Any notice, request or other communication required or permitted hereunder shall be in writing and shall be deemed to have been duly given if given in accordance with the provisions of that certain Subscription Agreement (the “Subscription Agreement”), pursuant to which the Holder is acquiring this Warrant.

12. Miscellaneous.

(b) All questions concerning the construction, validity, enforcement and interpretation of this Warrant shall be governed by and construed and enforced in accordance with the internal laws of the State of Nevada, without regard to the principles of conflicts of law thereof. The Company the Holder hereby consent to the jurisdiction of the state and federal courts in Omaha, Nebraska.

(c) The headings herein are for convenience only, do not constitute a part of this Warrant and shall not be deemed to limit or affect any of the provisions hereof.

(e) Prior to exercise of this Warrant, the Holder hereof shall not, by reason of by being a Holder, be entitled to any rights of a stockholder with respect to the Warrant Shares.

[Signature Page Follows]

IN WITNESS WHEREOF, the Company has caused this Warrant to be duly executed by its authorized officer as of the date first indicated above.

	CleanCore Solutions, Inc.

	By:
	Name:	Clayton Adams
	Title:	Chief Executive Officer

CleanCore Solutions, Inc.

EXERCISE NOTICE

Ladies and Gentlemen:

(2) The Holder intends that payment of the Exercise Price shall be made as (check one):

☐ Cash Exercise under Section 3(b)

☐ Cashless Exercise under Section 3(c) (assuming conditions precedent are met)

(3) If the Holder has elected a Cash Exercise, the holder shall pay the sum of $ ______________ to the Company in accordance with the terms of the Warrant.

(4) Pursuant to this Exercise Notice, the Company shall deliver to the Holder ________________ Warrant Shares determined in accordance with the terms of the Warrant.

(5) Please deliver the Warrant Shares to the following address:

OR, if the Warrant Shares are to be issued through The Depository Trust Company, to the following account:

	Broker Name:
	DTC Participant No.:
	Account Name:
	Account No.:

Dated:			HOLDER:


			Print Name

	By:

	Title:

CleanCore Solutions, Inc.

FORM OF ASSIGNMENT

To be completed and signed only upon transfer of Warrant

Dated:			TRANSFEROR:


			Print Name

	By:

	Title:

			TRANSFEREE:


			Print Name

	By:

	Title:

		Address of Transferee:




		Tax ID (SSN or EIN) of Transferee:

Exhibit 10.2

AMENDMENT NO. 1
TO ASSET PURCHASE AGREEMENT

This Amendment No. 1 to Asset Purchase Agreement (the “Amendment”), dated April 15, 2025, is entered into by and among CleanCore Global Limited (“Buyer”), Sanzonate Europe Ltd., an Irish incorporated company (“Seller”), and Sanzonate Global Inc., the majority stockholder of the Seller (the “Stockholder,” and collectively with the Buyer and the Seller, the “Parties”).

RECITALS

A. The Buyer and the Seller previously entered into an Asset Purchase Agreement, dated as of February 21, 2025 (the “Agreement”).

B. The Parties discovered a typographical error in the Agreement, whereby the Seller’s name was incorrectly listed as “Sanzonate Europe Inc.” rather than “Sanzonate Europe Ltd.” and the Parties desire to correct the Seller’s name as reflected in the Agreement.

C. Pursuant to Section 8.8 of the Agreement, the Agreement may be amended by an instrument in writing signed on behalf of the Parties.

AGREEMENT

NOW, THEREFORE, in consideration of the mutual promises herein contained, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:

1. Amendments. The Agreement is hereby amended as follows:

The definition of the term “Seller” is hereby amended to mean “Sanzonate Europe Ltd.,” and all references in the Agreement to “Seller” or to “Sanzonate Europe Inc.,” including the signature page of the Agreement, shall mean “Sanzonate Europe Ltd.”

Section 1.4(b)(i) is hereby deleted in its entirety and replaced as follows:

“Cash Payment at Closing. At the Closing, the Buyer shall pay to the Seller Four Hundred Twenty-Five Thousand Dollars ($425,000) in immediately available funds (the “Cash Portion”).”

Section 1.4(b)(ii) is hereby deleted in its entirety and replaced as follows:

“Seller Note. A mutually agreeable unsecured subordinated promissory note (the “Seller Note”) in the principal amount of Eight Hundred, Thousand Dollars ($800,000) bearing simple interest at an annual rate of 10%. The interest shall be paid on a quarterly basis, and the principal amount shall be paid on the maturity date of the Seller Note, which shall mature on the second anniversary of the Closing Date.”

Section 1.5 is hereby deleted in its entirety and replaced as follows:

“Apportionment of Purchase Price. The total purchase consideration payable by the Buyer for the purchase of the Purchased Assets shall be apportioned as follows:

Accounts Receivable	$	258,000
Inventory	$	400,000
Intangibles (Customer Lists, Logos, Trade Names, etc)	$	567,000	”

2. Effect of Amendment. Except as expressly provided in this Amendment, all of the terms and provisions of the Agreement are and shall continue in full force and effect. On and after the date hereof, each reference in the Agreement to “this Agreement,” “the Agreement,” “hereunder,” “hereof,” “herein” or words of like import, and each reference to the Asset Purchase Agreement in any other agreements, documents, or instruments executed and delivered pursuant to, or in connection with, the Agreement, will mean and be a reference to the Agreement as amended by this Amendment.

3. Counterparts. This Amendment may be executed in two (2) or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Counterparts may be delivered via electric means or by electronic mail (including pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.

4. Governing Law; Venue and Jurisdiction. This Amendment shall be governed in all respects, including validity, interpretation and effect, by the internal laws of the State of Nevada without regard to conflict of law principles thereof. Any dispute shall be resolved in the state or federal courts located in the State of Nevada. The provisions of this Section 4 shall survive the entry of any judgment, and will not merge, or be deemed to have merged, into any judgment.

[Signature Page Follows]

IN WITNESS WHEREOF, the Parties have executed this Amendment as of the date first written above.

BUYER:		SELLER:

CLEANCORE GLOBAL LIMITED		SANZONATE EUROPE LTD.

By:	/s/ Clayton Adams	By:	/s/ Kenneth Klein
Name:	Clayton Adams	Name:	Kenneth Klein
Title:	Director	Title:	President

STOCKHOLDER:

SANZONATE GLOBAL, INC.

By:	/s/ Kenneth Klein
Name:	Kenneth Klein
Title:	President

Exhibit 10.3

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, 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 OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS, OR AN OPINION OF COUNSEL, IN A FORM ACCEPTABLE TO THE COMPANY, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR APPLICABLE STATE SECURITIES LAWS OR UNLESS SOLD PURSUANT TO RULE 144 UNDER SAID ACT.

CLEANCORE GLOBAL LIMITED

10% SUBORDINATED PROMISSORY NOTE

US $800,000

April 15, 2025

FOR VALUE RECEIVED, CleanCore Global Limited, an Irish corporation (the “Company”), promises to pay to Sanzonate Europe Ltd. (the “Holder”) the principal sum of Eight Hundred Thousand Dollars ($800,000.00) in lawful money of the United States of America, with simple interest payable thereon at the rate of ten percent (10%) per annum. The unpaid principal amount hereof and all accrued but unpaid interest thereon shall be paid in full to the Holder on the second (2^nd) anniversary of the date of this 10% Subordinated Promissory Note (the “Maturity Date”).

Capitalized terms used herein but not defined herein shall have the meaning ascribed to them in that certain Asset Purchase Agreement, dated as of February 21, 2025, as amended (the “Purchase Agreement”), among the Company, the Holder and Sanzonate Global Inc., pursuant to which the Company agreed to acquire all or substantially all of the assets of the Holder.

The following is a statement of the rights of the Holder of this 10% Subordinated Promissory Note (this “Note”) and the terms and conditions to which this Note is subject, and to which the Holder, by acceptance of this Note, agrees:

1. Principal Repayment. The outstanding principal amount of this Note and all accrued and unpaid interest thereon shall be due on the Maturity Date.

2. Interest.

(a) Computation. Simple 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 ten percent (10%) per annum. Payments of interest only on the outstanding principal amount hereunder shall be due and payable quarterly in arrears commencing on June 1, 2025 and continuing on the first day of each calendar quarter thereafter through and including the Maturity Date. All unpaid principal and any 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. If any interest rate provided for herein shall be determined to be unlawful, such interest rate shall be computed at the highest rate permitted by applicable law. Any payment by the Company of any interest amount in excess of that permitted by law shall be considered a mistake, with the excess being applied to the principal of this Note without prepayment premium or penalty.

(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 Holder 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. No Security. This Note is not secured by any assets of the Company.

4. Prepayment. The outstanding principal amount and accrued but unpaid interest thereon may be prepaid by the Company at any time or from time to time without penalty or premium.

5. Events of Default. In the event that any of the following (each, an “Event of Default”) shall occur:

(a) the Company shall default in the payment of the principal of, or accrued interest on, this Note as and when the same shall become due and payable, whether by acceleration or otherwise; or

(b) the Company shall default in any material manner in the observance or performance of any covenants or agreements set forth in any of the Transaction Documents; or

(d) any court of competent jurisdiction issues an order declaring the Note or any provision thereunder to be illegal; or

(e) the confiscation, expropriation or nationalization by any governmental authority to which the Company is subject of any material property or assets of the Company; or

(f) the Company shall: (i) admit in writing its inability to pay its debts as they become due; (ii) apply for, consent to, or acquiesce in, the appointment of a trustee, receiver, sequestrator or other custodian for the Company or any of its property, or make a general assignment for the benefit of creditors; (iii) in the absence of such application, consent or acquiesce in, permit or suffer to exist the appointment of a trustee, receiver, sequestrator or other custodian for the Company or for any part of its property; or (iv) file, permit or suffer to exist the commencement of any bankruptcy, reorganization, debt arrangement or other case or proceeding under any bankruptcy or insolvency law, or any dissolution, winding up or liquidation proceeding, in respect of the Company;

then, and so long as such Event of Default is continuing for a period of two (2) business days in the case of non-payment under Section 5(a) or for a period of thirty (30) calendar days in the case of events under Sections 5(b) through 5(e) (and the event which would constitute such Event of Default, if curable, has not been cured), by written notice to the Company from the Holder, all obligations of the Company under this Note shall be immediately due and payable without presentment, demand, protest or any other action nor obligation of the Holder of any kind, all of which are hereby expressly waived, and Holder may exercise any other remedies the Holder may have at law or in equity. If an Event of Default specified in Section 5(f) above occurs, the principal of, and accrued interest on, the Note shall automatically, and without any declaration or other action on the part of any Holder, become immediately due and payable.

6. Covenants of the Company.

(a) The Company hereby agrees that, so long as the Note remains outstanding and unpaid, or any other amount is owing to the Holder hereunder, the Company will:

(i) take the necessary steps to preserve its corporate existence and its right to conduct business in all jurisdictions in which the nature of its business requires qualification to do business;

(ii) keep its books of account in accordance with international financial reporting standards;

(iii) maintain insurance with responsible and reputable insurance companies or associations, as determined by the Company in its sole but reasonable discretion, in such amounts and covering such risks as is usually carried by companies engaged in similar businesses and owning similar properties in the same general areas in which the Company operates;

(iv) comply with the Certificate of Incorporation and Constitution or other organizational or governing documents of the Company, and any law, treaty, rule or regulation, or determination of an arbitrator or a court or other governmental authority, in each case applicable to or binding upon the Company or any of its property or to which each of the Company or any of its properties is subject; and

(v) duly pay and discharge all taxes or other claims which might become a lien upon any of its property except to the extent that any thereof are being in good faith appropriately contested with adequate reserves provided therefore.

(b) The Company shall execute and deliver any and all such further documents and take any and all such other actions as may be reasonably necessary or appropriate to carry out the intent and purposes of this Note and to consummate the transactions contemplated herein.

7. Subordination.

(a) All claims of the Holder to principal, interest and any other amounts at any time owed under this Note (collectively, the “Junior Indebtedness”) is hereby expressly subordinated in right of payment, as herein set forth, to the prior payment in full of all Senior Indebtedness (as defined below). No payment under the Junior Indebtedness shall be made by the Company, nor shall the Holder exercise any remedies under the Junior Indebtedness (including taking any legal action (whether judicial or otherwise) to collect the Junior Indebtedness), if, at the time of such payment, exercise or immediately after giving effect thereto, (i) there shall exist any material “Default” or “Event of Default” under any agreements governing any of the Senior Indebtedness or (ii) the maturity of any of the Senior Indebtedness has been accelerated and such acceleration has not been waived or such Senior Indebtedness has not been paid in full; provided, however, that (x) in the event that the holder of any Senior Indebtedness accelerates such Senior Indebtedness, then the Holder may accelerate the indebtedness evidenced by this Note, and (y) if the Company is permitted under the terms of the Senior Indebtedness to pay an amount due and owing under this Note and fails to make such payment, then so long as the terms of the Senior Indebtedness do not prohibit such action, the Holder may exercise its rights to be paid such amount, but only such amount (and the Holder shall not be permitted to accelerate hereunder).

(b) Upon any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to creditors upon any dissolution or winding up or total or partial liquidation or reorganization of the Company, whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other proceedings, all Senior Indebtedness of the Company shall first be paid in full, or payment thereof provided for in money, before any payment is made under Junior Indebtedness; and upon any such dissolution or winding up or liquidation or reorganization, any distribution of assets of the Company of any kind or character, whether in cash, property or securities, to which the Holder as holder of the Junior Indebtedness would be entitled except for the provisions hereof, shall be paid by the Company or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other person making such payment or distribution, or by the Holder if received by the Holder, directly to the holder of the Senior Indebtedness, or its representatives, to the extent necessary to pay all such Senior Indebtedness in full, in money, after giving effect to any concurrent prepayment or distribution to or for the benefit of the holders of such Senior Indebtedness, before any payment or distribution is made to the Holder with respect to the Junior Indebtedness.

(c) If the holders of the Senior Indebtedness in good faith believe the Holder may fail to timely file a proof of claim in any such proceeding, the holder(s) of the Senior Indebtedness may do so for the Holder.

(d) In the event that any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, prohibited by the foregoing where the Holder has actual knowledge of a Senior Indebtedness payment default shall be received by the Holder before all the Senior Indebtedness is paid in full, or provisions made for such payment, in accordance with its terms, such payment or distribution shall be held for the benefit of, and shall be paid over or delivered to, the holders of the Senior Indebtedness or their representative or representatives, as their respective interests may appear, for application to the payment of all the Senior Indebtedness remaining unpaid to the extent necessary to pay all such Senior Indebtedness in full, in money, in accordance with its terms, after giving effect to any concurrent payment or distribution to or for the holders of such Senior Indebtedness.

(e) The provisions hereof are solely for the purpose of defining the relative rights of the holders of the Senior Indebtedness on the one hand and the Holder as holder of the Junior Indebtedness on the other hand, and nothing herein shall impair, as between the Company and the Holder, the obligations of the Company under the Junior Indebtedness, which are unconditional and absolute. With this in mind, notwithstanding the other provisions of this Section 7, if and so long as all documents governing the Senior Indebtedness permit one of the actions restricted by this Section 7, the restriction shall be waived and the restricted action permitted hereunder.

(f) No right of any Senior Indebtedness to enforce the subordination as herein provided shall at any time in any way be prejudiced or impaired by any act or failure to act on the part of the Company or any act or failure to act, in good faith, by any such holder of the Senior Indebtedness, or any noncompliance by the Company with the terms, provisions and covenants hereof, regardless of any knowledge thereof any holder of the Senior Indebtedness may have or be otherwise charged with. Without in any way limiting the generality of the foregoing, the holders of the Senior Indebtedness may, at any time and from time to time, without the consent of or notice to the Holder, without incurring responsibility to the Holder and without impairing or releasing the subordination provided in this Note or the obligations hereunder of the Holder to the holders of the Senior Indebtedness, do any one or more of the following: (i) change the manner, place or terms of payment or extend the time of payment of, or create, renew or alter, the Senior Indebtedness, or otherwise amend or supplement in any manner the Senior Indebtedness or any instrument evidencing the same or any agreement under which the Senior Indebtedness is outstanding; (ii) sell, exchange, release or otherwise deal with any property pledged, mortgaged or otherwise securing the Senior Indebtedness; (iii) release any person liable or contingently liable in any manner for the payment or collection of the Senior Indebtedness; and/or (iv) exercise or refrain from exercising any rights against the Company or any other person.

(g) Each holder of any Senior Indebtedness, whether such Senior Indebtedness was created or acquired before or after the issuance of this Note, shall be entitled to rely on the subordination provisions set forth in this Note.

(h) Notwithstanding the provisions of this Section 7, the Holder shall not be charged with knowledge of the existence of facts which would prohibit the making of any payments on the Junior Indebtedness unless and until the holders of the Senior Indebtedness, or their representatives send written notice to Holder of same.

(i) Subject to the payment in full of all the Senior Indebtedness, the Holder as holder of the Junior Indebtedness shall be subrogated to the rights of the holders of the Senior Indebtedness to receive payments or distributions of assets of the Company applicable to the Senior Indebtedness until the Senior Indebtedness shall be paid in full.

(j) The Holder shall confirm (in writing) the above subordination provisions if requested by any holder of the Senior Indebtedness, and shall execute and deliver such additional subordination agreements, consistent with the foregoing, as any holder of Senior Indebtedness may require.

(k) For purposes hereof, “Senior Indebtedness” shall mean the indebtedness of the Company, in existence on the date hereof and set forth on Schedule 1, attached hereto and made a part hereof.

8. Mutilated, Destroyed, Lost or Stolen Note. If this Note shall become mutilated or defaced, or be destroyed, lost or stolen, the Company shall execute and deliver a new note of like principal amount in exchange and substitution for the mutilated or defaced Note, or in lieu of and in substitution for the destroyed, lost or stolen Note. In the case of a mutilated or defaced Note, the Holder shall surrender such Note to the Company. In the case of any destroyed, lost or stolen Note, the Holder shall furnish to the Company evidence to its reasonable satisfaction of the destruction, loss or theft of such Note.

9. Waiver of Demand, Presentment, etc. The Company hereby expressly waives demand and presentment for payment, notice of nonpayment, protest, notice of protest, notice of dishonor, notice of acceleration or intent to accelerate, bringing of suit and diligence in taking any action to collect amounts called for hereunder and shall be directly and primarily liable for the payment of all sums owing and to be owing hereunder, regardless of and without any notice, diligence, act or omission as or with respect to the collection of any amount called for hereunder. The Company agrees that, in the event of an Event of Default, to reimburse the Holder for all reasonable costs and expenses (including reasonable legal fees of counsel) incurred in connection with the enforcement and collection of this Note.

10. Payment. All payments with respect to this Note shall be made in lawful money of the United States of America, at the address of the Holder as of the date hereof or as designated in writing by the Holder from time to time. The receipt by the Holder of immediately available funds shall constitute a payment of principal and interest, as applicable, hereunder and shall satisfy and discharge the liability for principal and interest on this Note to the extent of the sum represented by such payment. Payment shall be credited first to the accrued interest then due and payable and the remainder applied to principal.

11. Assignment. This Note shall not be assigned by either party without the express written consent of the other party. If consent is obtained, the rights and obligations of the Company and the Holder of this Note shall be binding upon, and inure to the benefit of, the permitted successors and assigns. To complete an assignment or transfer this Note for which consent has been obtained, the Holder shall deliver a completed and executed Form of Assignment attached hereto and surrender and deliver this Note, duly endorsed, to the Company’s office or such other address which the Company shall designate, upon receipt of which a new Note, in substantially the form of this Note (any such new Note, a “New Note”), evidencing the portion of this Note so transferred shall be issued to the transferee and a New Note evidencing the remaining portion of this Note not so transferred, if any, shall be issued to the transferring Holder. The acceptance of the New Note by the transferee thereof shall be deemed the acceptance by such transferee of all of the rights and obligations in respect of the New Note that the Holder has in respect of this Note. Interest and principal are payable only to the registered Holder of this Note set forth on the books and records of the Company.

12. Waiver and Amendment. Any provision of this Note, including, without limitation, the due date hereof, and the observance of any term hereof, may be amended, waived or modified (either generally or in a particular instance and either retroactively or prospectively) only with the written consent of the Company and the Holder. No failure or delay on the part of Holder to exercise any right, power or privilege under this Note and no course of dealing between Company and Holder shall impair such right, power or privilege or operate as a waiver of any default or an acquiescence therein, nor shall any single or partial exercise of any such right, power or privilege preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies expressly provided in this Note are cumulative to, and not exclusive of, any rights or remedies that Holder would otherwise have. No notice to or demand on Company in any case shall entitle Company to any other or further notice or demand in similar or other circumstances or constitute a waiver of the right of Holder to any other or further action in any circumstances without notice or demand.

13. Notices. Any notice, request or other communication required or permitted hereunder shall be in writing and shall be deemed to have been duly given if given in accordance with the provisions of the Purchase Agreement.

14. Governing Law; Jurisdiction. All questions concerning the construction, validity, enforcement and interpretation of this Note shall be governed by and construed and enforced solely and exclusively in accordance with the internal laws of the State of Nevada without regard to conflict of law principles thereof. Any dispute shall be resolved in the state or federal courts located in the State of Nevada. The provisions of this Section 14 shall survive the entry of any judgment, and will not merge, or be deemed to have merged, into any judgment.

15. Severability. If one or more provisions of this Note are held to be unenforceable under applicable law, such provisions shall be excluded from this Note, and the balance of this Note shall be interpreted as if such provisions were so excluded and shall be enforceable in accordance with its terms.

16. Headings. The descriptive headings contained in this Note are included for convenience of reference only and will not affect in any way the meaning or interpretation of this Note.

[Signature Page Follows]

IN WITNESS WHEREOF, the undersigned has caused this Note to be issued as of the date first above written.

	CleanCore Global Limited

	By:	/s/ Clayton Adams
	Name:	Clayton Adams
	Title:	Director

Form of Assignment

TO: CleanCore Global Limited

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto ___________________ (name), __________________________________________ (address), US$____________ of 10% Unsecured Promissory Notes (“Notes”) of CleanCore Global Limited (the “Company”), including any and all accrued and unpaid interest owing thereon, registered in the name of the undersigned on the records of the Company, and irrevocably appoints ___________________ the attorney of the undersigned to transfer the Notes on the books or register with full power of substitution.

DATED this ________ day of, __________________, 20 ____.



(Signature of Registered Note Holder)



(Print name of Registered Note Holder)

Instructions:

Signature of Holder must be the signature of the person appearing on the face of the Note.

If the transfer of Note is signed by a trustee, executor, administrator, curator, guardian, attorney, officer of a corporation or any person acting in a fiduciary or representative capacity, the certificate must be accompanied by evidence of authority to sign satisfactory to the Company.

SCHEDULE 1

SENIOR INDEBTEDNESS

None.

Exhibit 10.4

Subscription Agreement

THE SECURITIES ARE BEING OFFERED PURSUANT TO SECTION 4(A)(2) OF THE SECURITIES ACT OF 1933 (THE “SECURITIES ACT”) AND RULE 506(b) PROMULGATED THEREUNDER AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OR THE SECURITIES LAWS OF ANY STATE OR ANY OTHER JURISDICTION. THERE ARE FURTHER RESTRICTIONS ON THE TRANSFERABILITY OF THE SECURITIES DESCRIBED HEREIN.

THE PURCHASE OF THE SECURITIES INVOLVES A HIGH DEGREE OF RISK AND SHOULD BE CONSIDERED ONLY BY PERSONS WHO CAN BEAR THE RISK OF THE LOSS OF THEIR ENTIRE INVESTMENT.

The Board of Directors of

CleanCore Solutions, Inc.

1904 S. 183^rd Circle

Omaha, NE 68130

Ladies and Gentlemen:

This Subscription Agreement (this “Agreement”) has been executed by the subscriber whose name appears on the signature page to this Agreement (the “Subscriber”) in connection with the subscription to purchase a number of units (each a “Unit” and, collectively, the “Units”) of CleanCore Solutions, Inc., a Nevada corporation (the “Company”). Each Unit consists of an Unsecured Promissory Note in the form of Exhibit A (the “Note”) in the principal amount of Seven Dollars and Fifty Cents ($7.50) (the “Unit Price”) and a five year Warrant in the form of Exhibit B (the “Warrant”) to purchase a number of shares of the Company’s Class B Common Stock, $0.0001 par value per share (“Common Stock”), equal to the quotient of 20% of the Subscription Amount (as hereinafter defined) divided by $1.50. The Subscriber is purchasing a number of Units equal to the quotient of the subscription amount set forth on the signature page (the “Subscription Amount”) divided by the Unit Price.

The Units being subscribed for pursuant to this Agreement have not been registered under the Securities Act of 1933, as amended (the “Securities Act”). The Units are being offered and sold (the “Offering”) exclusively to a select few “accredited investors,” as defined in Regulation D under the Securities Act, known to the Company who are signing identical subscription agreements. The Company may raise up to $2,000,000 in the Offering, provided however, that the Company may increase the Offering to $4,000,000 in its sole discretion in order to cover oversubscriptions.

1. Subscription. The Subscriber hereby subscribes to purchase a number of Units equal to the Subscription Amount divided by the Unit Price, subject to the terms and conditions of this Agreement and on the basis of the representations, warranties, covenants and agreements contained herein. The Company may accept subscriptions and deposit funds in a segregated corporate account until the closing of the offering (the “Closing”). The Closing shall occur, at the Company’s discretion, no later than March 1, 2025; provided that the Company may extend such date for a reasonable amount of time if the maximum offering amount has not been raised by such time. If the Company abandons the Offering, or the Closing does not occur for any reason, the Subscription Amount will be returned promptly to the Subscriber without interest thereon. In addition, if the Company rejects a subscription, either in whole or in part (which decision is in the sole discretion of the Company), the rejected Subscription Amount, or the rejected portion thereof, will be returned promptly to the Subscriber without interest thereon.

2. Representations and Warranties of the Company. The Company hereby represents and warrants to the Subscriber the following:

(a) The Company is a corporation duly organized and validly existing under the laws of the State of Nevada. The Company has all requisite power and authority to carry on its business as currently conducted, other than such failures that would not reasonably be expected to have a material adverse effect on the Company’s business, properties or financial condition (a “Material Adverse Effect”).

(b) All action on the part of the Company, its board of directors, officers and existing stockholders necessary for the authorization, execution and delivery of this Agreement and the performance of all obligations of the Company hereunder shall have been taken, and this Agreement, assuming due execution by the parties hereto and thereto, will constitute valid and legally binding obligations of the Company, enforceable in accordance with its terms, subject to: (i) judicial principles limiting the availability of specific performance, injunctive relief, and other equitable remedies and (ii) bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect generally relating to or affecting creditors’ rights.

(c) The Company is authorized to issue 350,000,000 shares of stock, which consists of (i) 300,000,000 shares of Comon Stock, $0.0001 par value per share, of which 50,000,000 shares are designated as Class A Common Stock and 250,0000,000 shares are designated as Class B Common Stock, and (ii) 50,000,000 shares of Preferred Stock, $0.0001 par value per share. As of January 23, 2025, no shares of Class A Common Stock, 8,369,749 shares of Class B Common Stock and no shares of Preferred Stock are issued and outstanding. In addition, the Company has issued warrants to purchase 87,500 shares of Class B Common Stock, options to purchase 2,000,000 shares of Class A Common Stock and options to purchase 1,295,000 shares of Class B Common Stock under the Company’s 2022 Equity Incentive Plan, as amended (the “Plan”). The Company has also reserved 559,170 shares of Class B Common Stock for issuance upon the vesting of restricted stock units issued under the Plan and has reversed an additional 1,413,029 shares of Class B Common Stock for issuance under the Plan. All of the issued and outstanding shares of the Company’s stock have been duly authorized and validly issued and are fully paid, nonassessable and free of pre-emptive rights and were issued in full compliance with applicable state and federal securities law and any rights of third parties. Other than indicated above, there are no outstanding options, warrants, to subscribe to, calls or commitments of any character whatsoever relating to, or securities, rights or obligations convertible into or exchangeable for, or giving any person any right to subscribe for or acquire, any Common Stock, or contracts, commitments, understandings or arrangements by which the Company is or may become bound to issue additional Common Stock, or securities or rights convertible or exchangeable into Common Stock. The issue and sale of the Common Stock in this Offering will not obligate the Company to issue Common Stock or other securities to any person (other than subscribers) and will not result in a right of any securityholder in Company securities to adjust the exercise, conversion, exchange or reset price under such securities. There are no voting agreements, buy-sell agreements, option or right of first purchase agreements or other agreements of any kind among the Company and any of the security holders of the Company relating to the securities of the Company held by them.

(d) No consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any federal, state or local governmental authority on the part of the Company is required in connection with the offer, sale or issuance of the Units being sold in this Offering, except for the following: (i) the filing of such notices as may be required under the Securities Act and (ii) the compliance with any applicable state securities laws, which compliance will have occurred within the appropriate time periods therefor.

(e) There are no actions, suits, proceedings or investigations pending or, to the best of the Company’s knowledge, threatened before any court, administrative agency or other governmental body against the Company which question the validity of this Agreement or the right of the Company to enter into it, or to consummate the transactions contemplated hereby, or which would reasonably be expected to have a Material Adverse Effect. The Company is not a party or subject to, and none of its assets is bound by, the provisions of any order, writ, injunction, judgment or decree of any court or government agency or instrumentality which would reasonably be expected to have a Material Adverse Effect.

(f) Neither the Company nor any person acting on behalf of the Company has offered or sold any Units by any form of general solicitation or general advertising (within the meaning of Regulation D).

3. Representations and Warranties of the Subscriber. The Subscriber represents and warrants to the Company the following:

(a) The Subscriber has the knowledge and experience in financial and business matters necessary to evaluate the merits and risks of its prospective investment in the Company, and has carefully reviewed and understands the risks of, and other considerations relating to, the purchase of Units, including, without limitation, the risk factors related to startup businesses and businesses in this industry and the tax consequences of the investment, and has the ability to bear the economic risks of the investment.

(b) The Subscriber is acquiring the Units for investment for its own account and not with the view to, or for resale in connection with, any distribution thereof, except for a resale or distribution that complies with the Securities Act and all other applicable state securities laws. The Subscriber understands and acknowledges that the Units have not been registered under the Securities Act or any state securities laws, by reason of a specific exemption from the registration provisions of the Securities Act and applicable state securities laws, which depends upon, among other things, the bona fide nature of the investment intent as expressed herein. The Subscriber further represents that it does not have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participation to any third person with respect to any of the Units. The Subscriber understands and acknowledges that the Offering of the Units pursuant to this Agreement will not be registered under the Securities Act nor under the state securities laws on the ground that the sale provided for in this Agreement and the issuance of securities hereunder is exempt from the registration requirements of the Securities Act and any applicable state securities laws.

(c) The Subscriber understands that no public market now exists, and there may never be a public market for, the Units, the Notes or the Warrants. The Company’s Class B Common Stock is listed on NYSE American.

(d) The Subscriber has received and reviewed information about the Company and has had an opportunity to discuss the Company’s business, management and financial affairs with its management. The Subscriber understands that such discussions, as well as any written information provided by the Company, were intended to describe the aspects of the Company’s business and prospects which the Company believes to be material, but were not necessarily a thorough or exhaustive description, and except as expressly set forth in this Agreement, the Company makes no representation or warranty with respect to the completeness of such information and makes no representation or warranty of any kind with respect to any information provided by any entity other than the Company. Some of such information may include projections as to the future performance of the Company, which projections may not be realized, may be based on assumptions which may not be correct and may be subject to numerous factors beyond the Company’s control.

(e) As of the Closing, all action on the part of Subscriber, and its officers, directors and partners, if applicable, necessary for the authorization, execution and delivery of this Agreement and the performance of all obligations of the Subscriber hereunder and thereunder shall have been taken, and this Agreement, assuming due execution by the parties hereto, constitutes valid and legally binding obligations of the Subscriber, enforceable in accordance with its terms, subject to: (i) judicial principles limiting the availability of specific performance, injunctive relief, and other equitable remedies and (ii) bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect generally relating to or affecting creditors’ rights.

(f) The Subscriber is an “accredited investor” as defined in Rule 501 of Regulation D as promulgated by the Securities and Exchange Commission under the Securities Act, and shall submit to the Company such further assurances of such status as may be reasonably requested by the Company.

(g) The Subscriber or its duly authorized representative realizes that because of the inherently speculative nature of businesses of the kind conducted and contemplated by the Company, the Company’s financial results may be expected to fluctuate from month to month and from period to period and will, generally, involve a high degree of financial and market risk that could result in substantial or, at times, even total losses for investors in securities of the Company.

(h) The Subscriber has adequate means of providing for its current and anticipated financial needs and contingencies, is able to bear the economic risk for an indefinite period of time and has no need for liquidity of the investment in the Units and could afford complete loss of such investment.

(i) The Subscriber is not subscribing for Units as a result of or subsequent to any advertisement, article, notice or other communication, published in any newspaper, magazine or similar media or broadcast over television, radio, or the internet, or presented at any seminar or meeting, or any solicitation of a subscription by a person not previously known to the Subscriber in connection with investments in securities generally.

(j) All of the information that the Subscriber has heretofore furnished or which is set forth herein is correct and complete as of the date of this Agreement, and, if there should be any material change in such information prior to the consummation of Subscriber’s investment in the Company, the Subscriber will immediately furnish revised or corrected information to the Company.

(k) The Subscriber represents and warrants that neither (i) the Subscriber nor (ii) any entity that controls the Subscriber or is under the control of, or under common control with, the Subscriber, is subject to any of the “bad actor” disqualifications described in Rule 506(d)(1)(i) through (viii), as modified by Rules 506(d)(2) and (d)(3), under the Securities Act. The Subscriber represents that the Subscriber has exercised reasonable care to determine the accuracy of the representation made by the Subscriber in this paragraph, and agrees to notify the Company if the Subscriber becomes aware of any fact that makes the representation given by the Subscriber hereunder inaccurate.

(l) If the Subscriber is not a United States person (as defined by Section 7701(a)(30) of the Internal Revenue Code of 1986, as amended), the Subscriber hereby represents that he, she or it has satisfied itself as to the full observance of the laws of the Subscriber’s jurisdiction in connection with any invitation to subscribe for the Units or any use of the Units, including (i) the legal requirements within the Subscriber’s jurisdiction for the purchase of the Units, (ii) any foreign exchange restrictions applicable to such purchase, (iii) any governmental or other consents that may need to be obtained, and (iv) the income tax and other tax consequences, if any, that may be relevant to the purchase, holding, redemption, sale or transfer of the Units. The Subscriber’s subscription, payment for and continued beneficial ownership of the Units will not violate any applicable securities or other laws of the Subscriber’s jurisdiction.

4. Transfer Restrictions. The Subscriber acknowledges and agrees as follows:

(a) The Units have not been registered for sale under the Securities Act, in reliance on the private offering exemption in Section 4(a)(2) thereof, and the Company does not intend to register the Units under the Securities Act at any time in the future.

(b) The Subscriber understands that the shares of Class B Common Stock issuable upon exercise of the Warrants, until such time as they have been registered under the Securities Act, shall bear a restrictive legend in substantially the following form (and a stop-transfer order may be placed against transfer of such certificates or other instruments):

THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AS AMENDED. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER SAID ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE CORPORATION THAT SUCH REGISTRATION IS NOT REQUIRED.

(c) No governmental agency has passed upon the Units, the Notes, the Warrants or the shares of Class B Common Stock issuable upon exercise of the Warrants or made any finding or determination as to the wisdom of any investments therein.

5. Closing Not Conditioned on Raising any Minimum Amount. The Closing of this Offering is NOT conditioned on the Company raising any minimum amount of funds.

6. “Market Stand-Off” Agreement. The Subscriber agrees that the Subscriber shall not sell, transfer, make any short sale of, grant any option for the purchase of, or enter into any hedging or similar transaction with the same economic effect as a sale, any securities of the Company held by the Subscriber during the 180-day period following the effective date of any firm commitment underwritten public offering of the Company’s securities registered under the Securities Act (or such longer period as the underwriters or the Company shall request in order to facilitate compliance with FINRA Rule 2711 or NYSE Member Rule 472 or any successor or similar rule or regulation), provided that all officers and directors of the Company are bound by and have entered into similar agreements. The Subscriber agrees to execute and deliver such other agreements as may be reasonably requested by the Company or the underwriters that are consistent with the Subscriber’s obligations under this Section 6 or that are necessary to give further effect to this Section 6. In addition, if requested by the Company or the representative of the underwriters of securities of the Company, the Subscriber shall provide, within 10 days of such request, such information as may be required by the Company or such representative in connection with the completion of any public offering of the Company’s securities pursuant to a registration statement filed under the Securities Act. The obligations described in this Section 6 shall not apply to a registration relating solely to employee benefit plans on Form S-1 or Form S-8 or similar forms that may be promulgated in the future, or a registration relating solely to a transaction on Form S-4 or similar forms that may be promulgated in the future. For consideration received and acknowledged, the Subscriber, in its capacity as a member of the Company, hereby appoints the Chief Executive Officer and/or Chief Financial Officer of the Company to act as its true and lawful attorney with full power and authority on its behalf to execute and deliver all documents and instruments and take all other actions necessary in connection with the matters covered by this Section 6 and any lock-up agreement required to be executed pursuant to an underwriting agreement in connection with any public offering of the Company. Such appointment shall be for the limited purposes set forth above.

7. Modification. This Agreement shall not be modified or waived except by an instrument in writing signed by the party against whom any such modification or waiver is sought.

8. Notices. All notices, requests, claims, demands and other communications between the parties shall be in writing and given (a) if to the Company, at the address set forth above, or (b) if to a Subscriber, at the address set forth on the signature page for such Subscriber (or, in either case, to such other address as the party shall have furnished to the other in writing in accordance with the provisions of this Section 8). All notices shall be given (i) by delivery in person (ii) by a nationally recognized next day courier service, (iii) by first class, registered or certified mail, postage prepaid, (iv) by facsimile or (v) by electronic mail to the address of the party specified in this Agreement or such other address as either party may specify in writing. All notices shall be effective upon receipt by the party to which notice is given, or on the fifth (5th) day following mailing, whichever occurs first.

9. Assignability. This Agreement and the rights, interests and obligations hereunder are not transferable or assignable by any Subscriber and the transfer or assignment of the Units shall be made only in accordance with the Articles of Incorporation and Bylaws of the Company and all applicable laws.

10. Applicable Law; Jurisdiction. This Agreement shall be governed by and construed in accordance with the laws of the State of Nevada, without reference to the principles thereof relating to the conflict of laws. The parties hereto hereby consent to the jurisdiction of the state and federal courts in Omaha, Nebraska.

11. Miscellaneous.

(a) This Agreement constitutes the entire agreement between the Subscriber and the Company with respect to the Offering and supersedes all prior oral or written agreements and understandings, if any, relating to the subject matter hereof. The terms and provisions of this Agreement may be waived, or consent for the departure therefrom granted, only by a written document executed by the party entitled to the benefits of such terms or provisions.

(b) The representations and warranties of the Company and the Subscriber made in this Agreement shall survive the execution and delivery hereof and delivery of the Units.

(c) Each of the parties hereto shall pay its own fees and expenses (including the fees of any attorneys, accountants, appraisers or others engaged by such party) in connection with this Agreement and the transactions contemplated hereby, whether or not the transactions contemplated hereby are consummated.

(d) This Agreement may be executed in one or more original or facsimile counterparts, each of which shall be deemed an original, but all of which shall together constitute one and the same instrument.

(e) Each provision of this Agreement shall be considered separable and, if for any reason any provision or provisions hereof are determined to be invalid or contrary to applicable law, such invalidity or illegality shall not impair the operation of or affect the remaining portions of this Agreement.

(f) Paragraph titles are for descriptive purposes only and shall not control or alter the meaning of this Agreement as set forth in the text.

(g) The Subscriber hereby agrees to furnish the Company such other information as the Company may request with respect to its subscription hereunder.

[Signature Pages Follow]

SIGNATURE PAGE TO

SUBSCRIPTION AGREEMENT

IN WITNESS WHEREOF, the Subscriber hereby executes this Subscription Agreement, as of __________________________.

Total Subscription Amount to be Paid $ ___________________

	SUBSCRIBER


	Print Name


	Signature


	Name of Signatory (if an entity)


	Title of Signatory (if an entity)

	Address:

E-mail Address:

Tax ID (SSN or EIN):

Agreed to and accepted as of ____________________.

	CleanCore Solutions, Inc.

	By:
	Name:	Clayton Adams
	Title:	Chief Executive Officer

Exhibit 10.5

CLEANCORE SOLUTIONS, INC.

12% UNSECURED PROMISSORY NOTE

US $_____________

April 16, 2025

FOR VALUE RECEIVED, CleanCore Solutions, Inc., a Nevada corporation (the “Company”), promises to pay to __________ (the “Holder”), the principal sum of $________ in lawful money of the United States of America, with interest payable thereon at the rate of twelve percent (12%) per annum. The principal amount hereof and all accrued but unpaid interest thereon shall be paid in full to the Holder on the two (2) year anniversary of the date of this Note (the “Maturity Date”).

Capitalized terms used herein but not defined herein shall have the meaning ascribed to them in that certain Subscription Agreement (the “Subscription Agreement”), pursuant to which the Holder is acquiring this 12% Unsecured Promissory Note (this “Note”).

The following is a statement of the rights of the Holder of this Note and the terms and conditions to which this Note is subject, and to which the Holder, by acceptance of this Note, agrees:

1. Series. This Note is one of a series of Notes of the Company in the aggregate principal amount of up to Two Million Dollars ($2,000,000), which may be increased to up to Four Million Dollars ($4,000,000) (collectively, the “Notes”), as described in the Subscription Agreement.

2. Principal Repayment. The outstanding principal amount of this Note and all accrued and unpaid interest thereon shall be due on the Maturity Date.

3. 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 twelve percent (12%) per annum. Payments of Interest only on the outstanding principal amount hereunder shall be due and payable quarterly in arrears commencing on June 1, 2025 and continuing on the first day of each calendar quarter thereafter through and including the Maturity Date. All unpaid principal and any 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. If any Interest rate provided for herein shall be determined to be unlawful, such Interest rate shall be computed at the highest rate permitted by applicable law. Any payment by the Company of any Interest amount in excess of that permitted by law shall be considered a mistake, with the excess being applied to the principal of this Note without prepayment premium or penalty.

4. No Security. This Note is not secured by any assets of the Company.

5. Prepayment. The outstanding principal amount and accrued by unpaid Interest thereon may be prepaid by the Company at any time or from time to time without penalty or premium.

6. Events of Default. If any of the following (each, an “Event of Default”) shall occur:

(a) Non-Payment. The Company shall default in the payment of the principal of, or accrued interest on, this Note as and when the same shall become due and payable, whether by acceleration or otherwise; or

(b) Default in Covenants. The Company shall default in any material manner in the observance or performance of the covenants or agreements set forth in the Subscription Agreement, this Note, or the Warrant (collectively, the “Transaction Documents”); or

(c) Breach of Representations and Warranties. The Company materially breaches any representation or warranty contained in the Transaction Documents; or

(d) Nationalization. The confiscation, expropriation or nationalization by any governmental authority to which the Company is subject of any material property or assets of the Company; or

(e) Illegality of Notes. Any court of competent jurisdiction issues an order declaring the Notes or any provision thereunder to be illegal; or

(f) Bankruptcy. The Company shall: (i) admit in writing its inability to pay its debts as they become due; (ii) apply for, consent to, or acquiesce in, the appointment of a trustee, receiver, sequestrator or other custodian for the Company or any of its property, or make a general assignment for the benefit of creditors; (iii) in the absence of such application, consent or acquiesce in, permit or suffer to exist the appointment of a trustee, receiver, sequestrator or other custodian for the Company or for any part of its property; or (iv) permit or suffer to exist the commencement of any bankruptcy, reorganization, debt arrangement or other case or proceeding under any bankruptcy or insolvency law, or any dissolution, winding up or liquidation proceeding, in respect of the Company, and, if such case or proceeding is not commenced by the Company or converted to a voluntary case, such case or proceeding shall be consented to or acquiesced in by the Company or shall result in the entry of an order for relief.

Then, and so long as such Event of Default is continuing for a period of two (2) business days in the case of non-payment under Section 6(a), or for a period of thirty (30) calendar days in the case of events under Sections 6(b) through 6(e) (and the event which would constitute such Event of Default, if curable, has not been cured), by written notice to the Company from the Holders of a majority in interest of the principal amount of the Notes then outstanding (or from any collateral agent acting on behalf of such Holders), all obligations of the Company under this Note shall be immediately due and payable without presentment, demand, protest or any other action nor obligation of the Holder of any kind, all of which are hereby expressly waived, and Holder may exercise any other remedies the Holder may have at law or in equity. If an Event of Default specified in Section 6(f) above occurs, the principal of, and accrued interest on, all the Notes shall automatically, and without any declaration or other action on the part of any Holder, become immediately due and payable.

7. Covenants of the Company.

(a) The Company hereby agrees that, so long as the Note remains outstanding and unpaid, or any other amount is owing to the Holder hereunder, the Company will:

(i) take the necessary steps to preserve its corporate existence and its right to conduct business in all states in which the nature of its business requires qualification to do business;

(ii) keep its books of account in accordance with good accounting practices;

(iv) comply with the charter and bylaws or other organizational or governing documents of the Company, and any law, treaty, rule or regulation, or determination of an arbitrator or a court or other governmental authority, in each case applicable to or binding upon the Company or any of its property or to which each of the Company or any of its properties is subject;

(v) duly pay and discharge all taxes or other claims, which might become a lien upon any of its property except to the extent that any thereof are being in good faith appropriately contested with adequate reserves provided therefore;

(vi) at all times have authorized, and reserved for the purpose of issuance, a sufficient number of shares of Class B Common Stock to issue upon the exercise of the Warrants; and

(vii) use the proceeds of the Notes for the purposes described in the Subscription Agreement.

(b) The Company shall furnish to the Holder a notice of any occurrence of an Event of Default, and what action the Company is taking or proposes to take with respect thereto, promptly after such Event of Default becomes known to the Company.

(c) The Company shall execute and deliver any and all such further documents and take any and all such other actions as may be reasonably necessary or appropriate to carry out the intent and purposes of this Note and to consummate the transactions contemplated herein.

8. Holder Not Deemed a Stockholder. No Holder, as such, of this Note shall be entitled to vote or receive dividends or be deemed the holder of shares of the Company for any purpose, nor shall anything contained in this Note be construed to confer upon the Holder hereof, as such, any of the rights at law of a stockholder of the Company.

9. Mutilated, Destroyed, Lost or Stolen Notes. If this Note shall become mutilated or defaced, or be destroyed, lost or stolen, the Company shall execute and deliver a new note of like principal amount in exchange and substitution for the mutilated or defaced Note, or in lieu of and in substitution for the destroyed, lost or stolen Note. In the case of a mutilated or defaced Note, the Holder shall surrender such Note to the Company. In the case of any destroyed, lost or stolen Note, the Holder shall furnish to the Company: (i) evidence to its satisfaction of the destruction, loss or theft of such Note and (ii) such security or indemnity (which shall not include the posting of any bond) as may be reasonably required by the Company to hold the Company harmless.

10. Waiver of Demand, Presentment, etc. The Company hereby expressly waives demand and presentment for payment, notice of nonpayment, protest, notice of protest, notice of dishonor, notice of acceleration or intent to accelerate, bringing of suit and diligence in taking any action to collect amounts called for hereunder and shall be directly and primarily liable for the payment of all sums owing and to be owing hereunder, regardless of and without any notice, diligence, act or omission as or with respect to the collection of any amount called for hereunder. The Company agrees that, in the event of an Event of Default, to reimburse the Holder for all reasonable costs and expenses (including reasonable legal fees of one counsel) incurred in connection with the enforcement and collection of this Note.

11. Payment. All payments with respect to this Note shall be made in lawful money of the United States of America, at the address of the Holder as of the date hereof or as designated in writing by the Holder from time to time. The receipt by the Holder of immediately available funds shall constitute a payment of principal and interest hereunder and shall satisfy and discharge the liability for principal and interest on this Note to the extent of the sum represented by such payment. Payment shall be credited first to the accrued interest then due and payable and the remainder applied to principal.

12. Assignment. The rights and obligations of the Company and the Holder of this Note shall be binding upon, and inure to the benefit of, the successors and permitted assigns of the parties hereto. To complete an assignment or transfer this Note, the Holder shall deliver a completed and executed Form of Assignment attached hereto as Exhibit A and surrender and deliver this Note, duly endorsed, to the Company’s office or such other address which the Company shall designate, upon receipt of which a new Note, in substantially the form of this Note (any such new Note, a “New Note”), evidencing the portion of this Note so transferred shall be issued to the transferee and a New Note evidencing the remaining portion of this Note not so transferred, if any, shall be issued to the transferring Holder. The acceptance of the New Note by the transferee thereof shall be deemed the acceptance by such transferee of all of the rights and obligations in respect of the New Note that the Holder has in respect of this Note. Interest and principal are payable only to the registered Holder of this Note set forth on the books and records of the Company.

13. Waiver and Amendment. Any provision of this Note, including, without limitation, the due date hereof, and the observance of any term hereof, may be amended, waived or modified (either generally or in a particular instance and either retroactively or prospectively) only with the written consent of the Company and the Holders of a majority in principal amount of the Notes then outstanding.

14. Notices. Any notice, request or other communication required or permitted hereunder shall be in writing and shall be deemed to have been duly given if given in accordance with the provisions of the Subscription Agreement.

15. Governing Law; Jurisdiction. All questions concerning the construction, validity, enforcement and interpretation of this Note shall be governed by and construed and enforced solely and exclusively in accordance with the laws of the state of Nevada without regard to any statutory or common-law provision pertaining to conflicts of laws. The Company and the Holder hereby consent to the jurisdiction of the state and federal courts in Omaha, Nebraska.

16. Severability. If one or more provisions of this Note are held to be unenforceable under applicable law, such provisions shall be excluded from this Note, and the balance of this Note shall be interpreted as if such provisions were so excluded and shall be enforceable in accordance with its terms.

17. Headings. Section headings in this Note are for convenience only, and shall not be used in the construction of this Note.

[Signature Page Follows]

IN WITNESS WHEREOF, the Company has caused this Note to be issued as of the date first above written.

	CLEANCORE SOLUTIONS, INC.

	By:
	Name:	Clayton Adams
	Title:	Chief Executive Officer

EXHIBIT A

FORM of assignment

TO: CLEANCORE SOLUTIONS, INC.

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto ___________________ (name), __________________________________________ (address), US$____________ of 12% Unsecured Promissory Notes (“Notes”) of CleanCore Solutions, Inc. (the “Company”), including any and all accrued and unpaid interest owing thereon, registered in the name of the undersigned on the records of the Company, and irrevocably appoints ___________________ the attorney of the undersigned to transfer the Notes on the books or register with full power of substitution.

DATED this ________ day of, __________________, 20 ____.



(Signature of Registered Note Holder)



(Print name of Registered Note Holder)

Instructions:

Signature of Holder must be the signature of the person appearing on the face of the Note.

Exhibit 99.1

CleanCore Solutions, Inc. (ZONE) Completes Acquisition of Sanzonate Europe, Enhancing Leadership Position within the Industry

- Acquisition Delivers Multi-Million-Dollar Sales Pipeline and Significant Working Capital Without an Equity Raise or Dilution

Omaha, NE, April 17, 2025 - CleanCore Solutions, Inc. (NYSE American: ZONE) (“CleanCore” or the “Company”), developer of patented technology that works as a safe and low-cost replacement for traditional cleaning chemicals, today announced the successful completion of its acquisition of Sanzonate Europe Ltd. (“Sanzonate”), the largest distributor of aqueous ozone cleaning technologies in Europe.

This strategic acquisition strengthens CleanCore’s European market presence, enhances financial performance, and unlocks a multi-million-dollar sales pipeline. The Company expects the transaction to drive immediate revenue growth, bolster profitability, and accelerate its expansion into global markets, all while preserving shareholder value through a capital-efficient financing structure.

Key Advantages:

●

Accelerated Growth: CleanCore gains access to Sanzonate’s network of over 30 distribution partners, unlocking over $20 million in sales opportunities and strengthening market leadership in Europe.

●

Enhanced Profitability: The acquisition eliminates intermediaries, improving gross margins and EBITDA while securing $400,000 in inventory and $258,000 in accounts receivable.

●

Product line expansion: With CleanCore’s large array of sustainable cleaning equipment, Sanzonate will immediately be able to access CleanCore’s diverse product line, adding revenue with existing clientele.

●

Strategic Expansion: Strengthens CleanCore’s presence in Europe, which is expected to enable further growth across Asia and South America, while aligning with global sustainability initiatives.

With the completion of this acquisition, CleanCore believes it is poised to deliver exceptional value to customers, partners, and investors. The integration of Sanzonate’s expertise, leadership, and distribution network is expected to further solidify CleanCore’s position as the global leader in sustainable cleaning solutions.

Clayton Adams, CEO of CleanCore Solutions, stated, “We are thrilled to welcome Sanzonate Europe into the CleanCore family. This acquisition is a pivotal milestone in our journey to becoming the world leader in sustainable cleaning solutions. By expanding our reach and unlocking a multi-million-dollar sales pipeline without requiring an equity capital raise, we expect that this move will drive significant long-term value for our investors. Furthermore, this acquisition is not just about expansion. It’s about leadership. CleanCore is now one of the only vertically integrated aqueous ozone companies operating across both North America and Europe. We’re building a category-defining company in sustainable cleaning.”

The acquisition was financed primarily through a seller-financed promissory note and an earnout structure, minimizing upfront costs and ensuring financial prudence. CleanCore expects this transaction to contribute significantly to its revenue growth, profitability, and global expansion efforts.

About Sanzonate Europe Ltd.

Sanzonate Europe Ltd. is the largest distributor of aqueous ozone cleaning technologies in Europe, providing eco-friendly, chemical-free solutions to major industries across the EU. By utilizing only air and water, Sanzonate’s innovative technologies help reduce waste, eliminate single-use plastics, and lower carbon emissions, offering a cost-effective and sustainable alternative to traditional cleaning methods.

About CleanCore Solutions

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/.

Forward Looking Statements

This press release contains information about our views of future expectations, plans, and prospects with respect to CleanCore’s business, financial condition, and results of operations that constitute or may constitute forward-looking statements. Any and all forward-looking statements are based on the management’s beliefs, assumptions, and expectations of CleanCore’s future economic performance, taking into account the information currently available to it. These statements are not statements of historical fact. Although CleanCore believes the expectations reflected in such forward-looking statements are based on reasonable assumptions, it can give no assurance that its expectations will be attained. CleanCore does not undertake any duty to update any statements contained herein (including any forward-looking statements), except as required by law. Forward-looking statements are subject to a number of factors, risks, and uncertainties, some of which are not currently known to us, that may cause CleanCore’s actual results, performance or financial condition to be materially different from the expectations of future results, performance or financial position. Actual results may differ materially from the expectations discussed in forward-looking statements. Factors that could cause actual results to differ materially from expectations include general industry considerations, regulatory changes, changes in local or national economic conditions and other risks set forth in “Risk Factors” included in our filings with the Securities and Exchange Commission.

Investor Relations:

Crescendo Communications, LLC
Email: zone@crescendo-ir.com
Tel: (212) 671-1020

Cover	Apr. 15, 2025
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Apr. 15, 2025
Entity File Number	001-42033
Entity Registrant Name	CLEANCORE SOLUTIONS, INC.
Entity Central Index Key	0001956741
Entity Tax Identification Number	88-4042082
Entity Incorporation, State or Country Code	NV
Entity Address, Address Line One	5920 S. 118th Circle
Entity Address, City or Town	Omaha
Entity Address, State or Province	NE
Entity Address, Postal Zip Code	68137
City Area Code	877
Local Phone Number	860-3030
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Class B Common Stock, par value $0.0001 per share
Trading Symbol	ZONE
Security Exchange Name	NYSEAMER
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false

CleanCore Solutions (AMEX:ZONE)
Historical Stock Chart
From Apr 2025 to May 2025

Click Here for more CleanCore Solutions Charts.

CleanCore Solutions (AMEX:ZONE)
Historical Stock Chart
From May 2024 to May 2025

Market Data

News

Trading Tools

Markets

Discover

Hot Features

Follow Feed

Options Flow

Monitor

ZONE CleanCore Solutions Inc

Latest ZONE Messages

Loading Messages....

CleanCore Solutions Inc News

Loading Messages....

Your Recent History

Company

Business

Popular

Get The App

Trending Now

Toplists

Market Data

News

Trading Tools

Markets

Discover

Hot Features

Follow Feed

Options Flow

Monitor

ZONE CleanCore Solutions Inc

Latest ZONE Messages

Loading Messages....

CleanCore Solutions Inc News

Loading Messages....

Your Recent History

Company

Business

Popular

Get The App

Sign in

Go Ad-Free