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): June 17, 2025 (June 11, 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.
As previously reported, on April 1, 2024, CleanCore Solutions, Inc. (the “Company”), entered into a consulting agreement with Birddog Capital, LLC (“Birddog”), a limited liability company owned by Clayton Adams, the Company’s Chief Executive Officer, pursuant to which the Company engaged Birddog to provide management services to the Company. Pursuant to the consulting agreement, the Company agreed to pay Birddog a monthly fee of $22,000 and reimburse Birddog for all pre-approved business expenses. In addition, the Company agreed to pay Birddog $175,000 upon completion of the Company’s the initial public offering and grant Birddog 500,000 restricted stock units, with 250,000 shares vesting immediately and 250,000 shares vesting eighteen months after issuance. The Company did not make such payment or issue such shares upon completion of the initial public offering. The consulting agreement expires on October 23, 2025.
On June 11, 2025, the Company and Birddog entered into an amendment to the consulting agreement (the “Amendment”), pursuant to which the Company will pay Birddog a monthly fee of $22,000 and deferred expenses of up to $25,000. The Company also issued to Clayton Adams 500,000 restricted stock units, all of which are immediately vested as of the date of the Amendment, and agreed to pay Birddog $175,000, no earlier than August 1, 2025 and no later than December 31, 2025.
The foregoing summary of the terms and conditions of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of such document attached hereto as an exhibit, which is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. |
Description of Exhibit | |
10.1 | Amendment No. 1 to Consulting Agreement, dated June 11, 2025, between CleanCore Solutions, Inc. and Birddog Capital, LLC | |
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: June 17, 2025 |
CLEANCORE SOLUTIONS, INC. | |
/s/ Clayton Adams | ||
Name: | Clayton Adams | |
Title: | Chief Executive Officer |
2
Exhibit 10.1
AMENDMENT NO. 1
TO
CONSULTING AGREEMENT
This AMENDMENT NO. 1 TO CONSULTING AGREEMENT (the “Amendment”) is made and entered as of June 11, 2025, by and between CLEANCORE SOLUTIONS, INC., a Nevada corporation (the “Client”), and Birddog Capital, LLC (the “Consultant”). The Client and the Consultant are referred to herein from time to time on a collective basis as the “Parties” and each on individual basis as a “Party.”
Recitals:
The Client and the Consultant entered into that certain Consulting Agreement, dated April 1, 2024 (the “Original Agreement”).
Each of the Client and the Consultant wishes to amend the Original Agreement as set forth herein, effective as of the date first written above.
AGREEMENT
NOW, THEREFORE, in consideration of the foregoing and the mutual covenants herein contained and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Parties hereto, intending to be legally bound, agree as follows:
1. | General. This Amendment amends the Original Agreement. Except as expressly set forth in this Amendment, all terms and conditions of the Original Agreement shall remain in full force and effect. All capitalized terms not defined herein shall have the meanings ascribed to those terms in the Original Agreement. |
2. | Amendments. The Consultant and the Client hereby agree to amend the Original Agreement as follows: |
(a) | Section 2 of the Original Agreement is hereby deleted in its entirety and replaced with the following: |
“Compensation. The Client will pay the Consultant Twenty-Two Thousand dollars ($22,000) in compensation for each month of service until the Consultant enters into a formal engagement agreement or terminates this agreement. In addition, the Company hereby grants to Clayton Adams 500,000 restricted stock units all of which are immediately vested as of this date of this Amendment. At any time, the Consultant may elect to defer cash compensation in lieu of stock. The Consultant will also be paid for deferred expenses up to $25,000.”
(b) | Section 3 of the Original Agreement is hereby deleted in its entirety and replaced with the following: |
“Additional renumeration. The Client agrees to pay the Consultant $175,000 USD, no earlier than August 1, 2025 and no later than December 31, 2025.”
3. | Counterparts. This Amendment may be executed in two or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. This Amendment may be executed manually or by facsimile, scan, or other electronic means (e.g., DocuSign). |
[Signature page follows]
IN WITNESS WHEREOF, the Parties have executed this Amendment as of the date first above written.
CLIENT: | ||
CleanCore Solutions, Inc. | ||
By: | /s/ David Enholm | |
Name: | David J. Enholm | |
Title: | Chief Financial Officer |
Address: | 5920 South 118th
Circle, Suite 2 Omaha, NE 68137 |
CONSULTANT: | ||
Birddog Capital, LLC | ||
By: | /s/ Clayton Adams | |
Name: | Clayton Adams | |
Title: |
Address: | 1904 S. 183rd
Circle Omaha, NE 68130 |