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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): November 13, 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. 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 2.02 Results of Operations and Financial Condition.
On November
13, 2024, CleanCore Solutions, Inc. issued a press release regarding its financial results for the fiscal quarter ended September
30, 2024. A copy of the press release is furnished as Exhibit 99.1 to this report.
The
information furnished with this Item 2.02, 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 other filing under 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
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: November 13, 2024 |
CLEANCORE SOLUTIONS, INC. |
|
|
|
/s/ Clayton
Adams |
|
Name: Clayton Adams |
|
Title: Chief Executive Officer |
2
Exhibit 99.1
CleanCore Solutions, Inc. (ZONE) Reports First
Quarter FY 2025 Financial Results and Provides Business Update
Omaha, NE, November 13, 2024 - 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 reported its first quarter 2025 financial results
and provided a business update.
“We continued to make important progress during the quarter including
expanding our customer base and entering new verticals that are seeking effective cleaning solutions that also provide cost savings,”
commented, Clayton Adams, CEO of CleanCore Solutions. “Our past quarter, although we experienced 12% year-over-year revenue growth,
was impacted by increased costs associated with going public and a lengthier sales cycle due to the structure of the global Fortune 500
clients in our pipeline. Our strategic shift to add a direct sales model, combined with increased investment in our sales force
and marketing efforts, is projected to substantially boost our monthly recurring revenues in the coming quarters.”
“Our early market traction is evident in our new customer agreements.
For example, we recently announced an initial Purchase Agreement with a large building service contractor within the transportation field.
We also expanded our penetration within the education vertical with Montessori Schools, which follows deployment of over 200 cleaning
systems at a leading university located in the western United States. We believe the demand for our innovative products reflects a strong
industry shift toward sustainable solutions that prioritize both safety and environmental impact as well as cost savings. CleanCore’s
eco-friendly, health-conscious solutions are designed for high-traffic, sensitive environments such as restaurants, schools and daycares,
hotels, airports, and transportation fleets. We are extremely excited about the future of our Company as we begin to reap the benefits
of our investments and strategic positioning.”
Financial Results
Revenue for the three months ended September 30, 2024 was approximately
$365,000 compared to approximately $326,000 for the three months ended September 30, 2023. General and administrative expenses increased
to approximately $916,000 for the three months ended September 30, 2024 compared to approximately $510,000 for the three months ended
September 30, 2023. This increase was primarily related to an increase in professional fees, costs related to going public, European certifications
needed for overseas distribution, and stock related compensation. Net loss for the three months ended September 30, 2024 was approximately
$856,000 compared to approximately $437,000 for the three months ended September 30, 2023.
The Company's quarterly report on Form 10-Q for the quarterly period
ended September 30, 2024 is scheduled to be filed with the U.S. Securities and Exchange Commission today. The Form 10-Q will also be available
on the Company's website.
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 SEC.
Investor Relations:
Crescendo Communications, LLC
Email: zone@crescendo-ir.com
Tel: (212) 671-1020
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