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): June 6, 2024 (May 31, 2024)

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. 118^th 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.

On October 17, 2022, CleanCore Solutions, Inc. (the “Company”) issued that certain Promissory Note (the “Original Note”) in the principal amount of $3,000,000 to Burlington Capital, LLC, a Delaware limited liability company (“Burlington”), which was later amended by: (i) an extension agreement dated September 13, 2023, (ii) a second extension agreement dated December 17, 2023, (iii) a third extension agreement dated April 30, 2024, and (iv) a fourth extension agreement dated May 20, 2024.

On May 31, 2024, Burlington and Walker Water LLC (“WW”) entered into an Allonge, Assignment and Agreement (the “Assignment Agreement”), pursuant to which Burlington agreed to transfer $633,840.00 of the Original Note to WW. The Assignment Agreement also provided that the Company would make a payment of $900,000 to Burlington on May 31, 2024 to reduce the principal amount of the Original Note (the “Company Payment”). On the same date, the Company entered into a Company Acknowledgement and Indemnification Agreement (the “Company Agreement”) with Burlington to (i) acknowledge and agree to the Assignment Agreement, including the issuance of a new promissory note to WW and an amended and restated promissory note to Burlington as described below, (ii) indemnify Burlington against any liabilities or claims arising out of the transfer to WW pursuant to the Assignment Agreement, and (iii) to record the Company Payment.

In conjunction with the Assignment Agreement and the Company Agreement, the Company issued an amended and restated promissory note to Burlington (the “Amended Note”) to reduce the outstanding principal of the Original Note due to Burlington’s assignment of a portion of the Original Note to WW and due to the Company Payment. The Amended Note has a new principal amount of $3,196,881, accrues interest at 8.5% per annum from October 17, 2022 (the date of the Original Note), which shall increase to 10% upon an event of default, and requires quarterly payments in the amount of $100,000 over the course of the next two and a half years, with a final payment of $1,396,881 due on April 1, 2027. The Amended Note may be prepaid at any time with no pre-payment penalty and contains customary events of default for a note of this type.

Pursuant to the Assignment Agreement and the Company Agreement, the Company also issued a new promissory note to WW in the principal amount of $633,840 (the “New Note”). The New Note accrues interest at 8.5% per annum from October 17, 2022 (the date of the Original Note), which shall increase to 10% upon an event of default, and is due on December 31, 2024. The New Note may be prepaid at any time with no pre-payment penalty and contains customary events of default for a note of this type.

Both the Amended Note and the New Note are unsecured and are pari passu in right of payment to any other unsecured indebtedness incurred by the Company in favor of any third party.

The foregoing summary of the terms and conditions of the Assignment Agreement, the Company Agreement, the Amended Note, and the New Note, does not purport to be complete and is qualified in its entirety by reference to the full text of those documents attached hereto as Exhibit 10.2-10.5, which are incorporated herein by reference.

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 is incorporated by reference into this Item 2.03.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description of Exhibit
10.1		Promissory Note issued by CleanCore Solutions, Inc. to Burlington Capital, LLC on October 17, 2022 (incorporated by reference to Exhibit 10.3 to the Registration Statement on Form S-1 filed on October 10, 2023)
10.2		Allonge, Assignment and Agreement, dated May 31, 2024, by and between Burlington Capital LLC and Walker Water LLC
10.3		Company Acknowledgement and Indemnification Agreement, dated May 31, 2024, by and between CleanCore Solutions, Inc. and Burlington Capital LLC
10.4		Amended and Restated Promissory Note issued by CleanCore Solutions, Inc. to Burlington Capital, LLC on May 31, 2024
10.5		Promissory Note issued by CleanCore Solutions, Inc. to Walker Water LLC on May 31, 2024
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 6, 2024	CLEANCORE SOLUTIONS, INC.

	/s/ David Enholm
	Name:	David Enholm
	Title:	Chief Financial Officer

Exhibit 10.2

ALLONGE, ASSIGNMENT, AND AGREEMENT

ALLONGE, ASSIGNMENT, AND AGREEMENT, dated May 31, 2024 (this “Agreement”), between BURLINGTON CAPITAL LLC, a Delaware limited liability company (the “Transferor”) and WALKER WATER, LLC, (the “Transferee”). The Transferor and the Transferee are sometimes referred to herein as a “Party” or collectively, as the “Parties.”

RECITALS

A. On October 17, 2022, CleanCore Solutions, Inc., a Nevada corporation (the “Company”) issued to the Transferor a Promissory Note in the principal amount of THREE MILLION Dollars ($3,000,000) (the “Note”) in consideration for monies loaned by the Transferor to the Company, substantially in the form attached hereto as Exhibit A, and as amended by that certain First Extension Agreement dated as of September 13, 2022, Second Extension Agreement dated as of December 17, 2023, Third Extension Agreement dated as of April 30, 2024, and Fourth Extension Agreement dated May 20, 2024.

B. In addition, on the date hereof, the Company is paying to the Transferor Nine Hundred Thousand Dollars ($900,000) toward the reduction of the principal amount of the Note (the “Company Payment”).

C. The Transferor now desires to assign $633,840.00, representing both the principal amount of the Note plus accrued interest thereon from the date of original issuance of the Note (the “Assigned Portion”) to the Transferee under this Agreement.

D. This Agreement is intended to document the assignment of the Assigned Portion of the Note from the Transferor to the Transferee.

AGREEMENT

NOW, THEREFORE, in consideration of the mutual promises herein contained and such other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties hereto, hereby agree as follows:

1. Assignment; Purchase Price. The Transferor hereby sells, transfers, conveys and delivers unto the Transferee the Assigned Portion of the Note and the Transferee herby acquires the Assigned Portion of the Note from the Transferor in exchange for the Transferee’s cancellation of 400 units of membership interest (40%) of CleanCore Solutions, LLC, now known as Nebraska C. Ozone, LLC.

2. Cancellation and Reissuance of Notes. Subject to the re-issuance of the New Notes, as provided for below, the Transferor hereby cancels the Note. Subject as aforesaid, the Note is no longer issued and outstanding and is of no further force and effect. Subject as aforesaid, the Company will have no rights or obligations under the Note and the Transferor will have no rights or obligations under the Note. Subject as aforesaid, each of the Company and the Transferor shall be forever released and discharged in all respects from all liabilities and obligations, under or with respect to the Note. To accomplish the assignment provided for in Section 1 of this Agreement, and to reflect the Company Payment, the Transferor shall amend and restate the Note and thereby reissue new promissory notes (“New Notes”), dated as of the date hereof, having identical terms as the Note, but one such New Note being registered in the name of the Transferee and being in a principal amount equal to the Assigned Portion of the Note, with interest accruing thereon from the date of the original issuance of the Note; and another New Note will be issued and registered in the name of Transferor, in the principal amount equal to the principal amount of the Note, less the Assigned Portion of the Note, and less the Company Payment, but with interest accruing as of the date of the Note.

3. Miscellaneous. Facsimile execution and delivery of this Agreement is legal, valid and binding execution and delivery for all purposes. This Agreement shall not confer any rights or remedies upon any person other than the Parties and their respective successors and permitted assigns. This Agreement (including the documents referred to herein) constitutes the entire agreement among the Parties and supersedes any prior understandings, agreements, or representations by or among the Parties, written or oral, to the extent they related in any way to the subject matter hereof. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original but all of which together will constitute one and the same instrument. The Section headings contained in this Agreement are inserted for convenience only and shall not affect in any way the meaning or interpretation of this Agreement. This Agreement shall be governed by and construed in accordance with the laws of the State of Nebraska. No amendment of any provision of this Agreement shall be valid unless the same shall be in writing and signed by each of the Parties hereto. No waiver by either Party of any default, misrepresentation, or breach of warranty or covenant hereunder, whether intentional or not, shall be deemed to extend to any prior or subsequent default, misrepresentation, or breach of warranty or covenant hereunder or affect in any way any rights arising by virtue of any prior or subsequent such occurrence. Any term or provision of this Agreement that is invalid or unenforceable in any situation in any jurisdiction shall not affect the validity or enforceability of the remaining terms and provisions hereof or the validity or enforceability of the offending term or provision in any other situation or in any other jurisdiction. Each of the Parties will bear his or its own costs and expenses (including legal fees and expenses) incurred in connection with this Agreement and the transactions contemplated hereby. Each Party acknowledges and agrees that the other Party would be damaged irreparably in the event any of the provisions of this Agreement are not performed in accordance with their specific terms or otherwise are breached. Accordingly, each Party agrees that the other Party shall be entitled to an injunction or injunctions to prevent breaches of the provisions of this Agreement and to enforce specifically this Agreement and the terms and provisions hereof in any action instituted in courts of the State of Nebraska having jurisdiction over the Parties and the matter, in addition to any other remedy to which they may be entitled, at law or in equity.

[Signature page follows]

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

TRANSFEROR

BURLINGTON CAPITAL, LLC.

By:	/s/ Lisa Roskens
	Name:	Lisa Roskens
	Title:	President and Chief Executive Officer

Walker Water, LLC.

By:	/s/ Gary Rohwer
	Name:	Gary Rohwer
	Title:	President

Exhibit 10.3

COMPANY ACKNOWLEDGEMENT AND INDEMNIFICATION AGREEMENT

COMPANY ACKNOWLEDGEMENT AND INDEMNIFICATION AGREEMENT, dated May 31, 2024 (this “Acknowledgement Agreement”), between CleanCore Solutions, Inc., a Nevada corporation (the “Company”) and Burlington Capital LLC, a Delaware limited liability company (the “Transferor”). The Transferor and the Company are sometimes referred to herein as a “Party” or collectively, as the “Parties.”

RECITALS

On the date hereof, the Transferor and a certain transferee (the “Transferee”) entered into that certain Allonge, Assignment, and Agreement, dated as of the date hereof (the “Assignment Agreement”).

The Company desires to consent to and acknowledge the Assignment Agreement, and to indemnify the Transferor against any liabilities or claims arising out of the transfer effected by the Assignment Agreement.

In addition, on the date hereof, the Company is paying to the Transferor Nine Hundred Thousand Dollars ($900,000) toward the reduction of the principal amount of the Note (the “Company Payment”).

AGREEMENT

1. Consent and Acknowledgement. The Company consents, acknowledges, and agrees to the Assignment Agreement.

2. Company Payment. On the date hereof, the Company shall make the Company Payment.

3. Indemnification. The Company agrees to indemnify, defend, and hold harmless the Transferor, its affiliates, and their respective employees, directors, officers, and agents (such persons are, collectively, the “Transferor Indemnitees”) from and against any and all third party loss, claim, damage, liability, fine, penalty, injury or action (including reasonable attorney’s fees and expenses) that arise out of or relate to the transfer effected by the Assignment Agreement. The Company’s indemnification obligations are conditioned upon: (i) the Transferor Indemnitees promptly notifying the Company of any claim for which indemnification is sought, provided, that any failure or delay to provide such notice shall not constitute a breach of this Acknowledgement Agreement and shall not excuse the Company from its obligations under this Section, except to the extent (if any) that the Company is prejudiced by such failure or delay (ii) the Transferor Indemnitees are reasonably cooperating with the Company in its defense or settlement of any such claim, and (iii) the Company is controlling the defense or settlement of any such claim. The foregoing notwithstanding, the Company shall not finalize any settlement that prejudices or materially, adversely affects the Transferor Indemnitees without the Transferor’s prior written consent.

4. Miscellaneous. Facsimile execution and delivery of this Acknowledgement Agreement is legal, valid and binding execution and delivery for all purposes. This Acknowledgement Agreement shall not confer any rights or remedies upon any person, except as expressly set forth herein. This Acknowledgement Agreement (including the documents referred to herein) constitutes the entire agreement among the Parties and supersedes any prior understandings, agreements, or representations by or among the Parties, written or oral, to the extent they related in any way to the subject matter hereof. This Acknowledgement Agreement may be executed in one or more counterparts, each of which shall be deemed an original but all of which together will constitute one and the same instrument. The Section headings contained in this Acknowledgement Agreement are inserted for convenience only and shall not affect in any way the meaning or interpretation of this Acknowledgement Agreement. This Acknowledgement Agreement shall be governed by and construed in accordance with the laws of the State of Nebraska. No amendment of any provision of this Agreement shall be valid unless the same shall be in writing and signed by each of the Parties hereto. No waiver by either Party of any default, misrepresentation, or breach of warranty or covenant hereunder, whether intentional or not, shall be deemed to extend to any prior or subsequent default, misrepresentation, or breach of warranty or covenant hereunder or affect in any way any rights arising by virtue of any prior or subsequent such occurrence. Any term or provision of this Acknowledgement Agreement that is invalid or unenforceable in any situation in any jurisdiction shall not affect the validity or enforceability of the remaining terms and provisions hereof or the validity or enforceability of the offending term or provision in any other situation or in any other jurisdiction. Each of the Parties will bear his or its own costs and expenses (including legal fees and expenses) incurred in connection with this Acknowledgement Agreement and the transactions contemplated hereby. Each Party acknowledges and agrees that the other Party would be damaged irreparably in the event any of the provisions of this Agreement are not performed in accordance with their specific terms or otherwise are breached. Accordingly, each Party agrees that the other Party shall be entitled to an injunction or injunctions to prevent breaches of the provisions of this Acknowledgement Agreement and to enforce specifically this Acknowledgement Agreement and the terms and provisions hereof in any action instituted in courts of the State of Nebraska having jurisdiction over the Parties and the matter, in addition to any other remedy to which they may be entitled, at law or in equity.

[Signature Page Follows]

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

	COMPANY:

	CLEANCORE SOLUTIONS, INC.

	By:	/s/ Douglas T. Moore
	Name:	Douglas T. Moore
	Title:	Chief Executive Officer

	TRANSFEROR

	BURLINGTON CAPITAL, LLC.

	By:	/s/ Lisa Roskens
	Name:	Lisa Roskens
	Title:	President and Chief Financial Officer

Exhibit 10.4

AMENDED AND RESTATED PROMISSORY NOTE

Note Amount	Effective Date of Note: May 31, 2024
$3,196,880.49	Omaha, Nebraska

This Amended and Restated Promissory Note (this “Agreement”) has been executed by CleanCore Solutions, Inc., a Nevada corporation (“Maker”) in connection with the transfer contemplated by that certain Allonge, Assignment, and Agreement, dated May 31, 2024 (the “Assignment Agreement”), of a portion of the principal amount of, and related accrued interest under that certain Promissory Note, dated October 17, 2022, as amended (the “Original Note”), by and between the Maker and Burlington Capital, LLC, a Delaware limited liability company (“Payee”, which term includes any future holder hereof). This Agreement is one of the New Notes contemplated by the Assignment Agreement.

FOR VALUE RECEIVED, the Original Note is hereby amended and restated and the undersigned Maker hereby promises to pay to the order of the Payee the sum of Three Million One Hundred Ninety-Six Thousand Eight Hundred Eighty and no/100 Dollars ($3,196,880.49) (the “Note Amount”).

1. Interest and Payment. The Note Amount includes interest accrued at 8.5% per annum from October 17, 2022, being the original issuance date of the Original Note. No additional interest shall be due except as otherwise provided herein. Payment of the Note Amount shall be made in installments, in accordance with Schedule A.

2. Prepayment. Maker shall have the right to prepay the Note Amount of this Promissory Note, together with any additional sums which may become due and owing pursuant to the terms and provisions of this Promissory Note.

3. Events of Default. Upon the occurrence of any one of the events of default (herein an “Event of Default”) described below, the payments of the Note Amount and accrued interest shall, at the option of the Payee, be accelerated, and such remaining Note Amount, interest and all other such sums shall immediately be due and payable without notice or demand.

The following shall constitute an Event of Default:

(a) Maker fails to pay the Note Amount or accrued interest required hereunder when due; or

(b) Maker fails to perform or observe any material covenant, condition or agreement to be performed or observed by Maker hereunder; or

(i) Shall be adjudicated insolvent or a bankrupt, or ceases, is unable, or admits in writing the inability to pay debts as they mature, makes a general assignment for the benefit of, or enters into any composition or arrangement with its creditors; or

(ii) Applies for or consents to the appointment of a receiver, trustee or liquidator of a substantial part of the property of Maker, or authorizes such application or consent, or proceedings seeking such appointment shall be instituted against Maker without such authorization, consent or application and shall continue undismissed for a period of thirty (30) days; or

(iii) Authorizes or files a voluntary petition in bankruptcy or applies for or consents to the application of any bankruptcy, reorganization in bankruptcy, arrangement, readjustment of debt, insolvency, dissolution, moratorium or other similar proceeding, or authorizes such application or consent, or proceedings to such end shall be instituted against Maker without such authorization, application or consent, and such proceedings instituted against Maker shall continue undismissed for a period of thirty (30) days; or

Upon the occurrence of any such Event of Default, the Note Amount shall thereafter bear interest at the rate of ten percent (10%) per annum.

Payee’s failure at any time to require strict performance by Maker of any provision of this Promissory Note shall not constitute a waiver or diminish Payee’s rights hereunder. No waiver by Payee of any breach or default shall constitute a waiver of any other breach or default by Maker or a waiver of any of Payee’s rights hereunder. None of the provisions of this Promissory Note shall be held to have been waived by any act or knowledge of Payee except by written instrument executed by Payee and delivered to Maker.

4. Waiver. Maker waives presentment for payment, protest, notice of protest, demand and all diligence in enforcing collection, and Maker hereby expressly agrees that Payee may, from time to time, defer or postpone payment of principal or interest, or may extend or renew the whole or any part thereof, and such deferment, postponement, renewal, extension shall not, in any manner, affect, alter or impair the obligation of any person now or hereafter becoming liable for the payment of this Promissory Note.

5. Costs and Fees. Maker agrees, to the extent permitted by law, to pay all reasonable costs incurred by Payee of collecting, or attempting to collect, this Promissory Note, whether by suit or otherwise, including a reasonable attorney’s fee.

6. Governing Law. This Promissory Note shall, in all respects, be governed by and construed in accordance with the laws of the State of Delaware, including all matters of construction, validity, and performance.

7. Usury. Notwithstanding any provision contained herein to the contrary, in no event shall interest accrue or be payable upon any sums due and owing hereunder or to become due and owing hereunder, in excess of the highest lawful rate allowable for the times such sums, or portions thereof, shall be outstanding and unpaid, and if, by reason of the acceleration of the maturity or the payment of interest in advance, the imposition of a delinquency charge, or if, for any other reason or reasons, interest in excess of such highest lawful rate for such period of time has been paid, then the amount due Payee on account of such sums shall be reduced by such excess, except that, if such sums are less than such excess, then, at the option of Payee, Payee shall either refund such excess to Maker, or shall reduce such sums due to zero and refund to Maker the remainder of such excess.

8. Entire Agreement. This Agreement and the Assignment Agreement constitute the entire agreement between the Maker and the Company with respect to this Agreement and the Original Note, and supersede all prior oral or written agreements and understandings, including the Original Note, relating to the subject matter hereof and thereof. The terms and provisions of this Agreement may be waived, or consent for the for the departure therefrom granted, only by a written document executed by the Parties.

9. Notice. Any notices required or permitted to be given to the Maker of this Promissory Note shall be deemed given when hand-delivered, transmitted via facsimile transmission, or deposited in the United States mails, postage prepaid.

[Remainder of Page Blank; Signature Page Follows]

IN WITNESS WHEREOF, the undersigned Maker, has executed this Promissory Note on the date shown below, and caused this Promissory Note to be effective on the day and year first written above.

Dated effective as of the 31^st day of May, 2024.

	CleanCore Solutions, Inc.

	By:	/s/ Douglas T. Moore
	Name:	Douglas T. Moore
	Title:	Chief Executive Officer

Schedule A

Payment Schedule

Payment Date	Payment Amount
May 31, 2024	$	900,000
January 1, 2025	$	100,000
April 1, 2025	$	100,000
July 1, 2025	$	100,000
October 1, 2025	$	100,000
January 1, 2026	$	100,000
April 1, 2026	$	100,000
July 1, 2026	$	100,000
October 1, 2026	$	100,000
January 1, 2027	$	100,000
April 1, 2027	$	1,396,880.49

Exhibit 10.5

PROMISSORY NOTE

Note Amount	Effective Date of Note: May 31, 2024
$633,840.00	Omaha, Nebraska

This Note (this “Note”) has been executed by CleanCore Solutions, Inc., a Nevada corporation (“Maker”) in connection with the transfer contemplated by that certain Allonge, Assignment, and Agreement, dated May 31, 2024 (the “Assignment Agreement”), of a portion of the principal amount of, and related accrued interest under that certain Promissory Note, dated October 17, 2022, as amended (the “Original Note”), by and between the Maker and Burlington Capital, LLC, a Delaware limited liability company. This Agreement is one of the New Notes contemplated by the Assignment Agreement.

FOR VALUE RECEIVED, the undersigned CleanCore Solutions, Inc., a Nevada corporation (“Maker”), hereby promises to pay to the order Walker Water, LLC (“Payee”, which term includes any future holder hereof) the sum of Six Hundred Thirty- Three Thousand Eight Hundred Forty and no/100 Dollars ($633,840.00) (the “Note Amount”).

1. Interest and Payment. The Note Amount includes interest accrued at the rate of 8.5% per annum (“Interest”) from October 17, 2022, being the original issuance date of the Original Note. No additional interest shall be due except as otherwise provided herein. Payment of the Note Amount, plus accrued interest shall be made on December 31, 2024.