ZONE CleanCore Solutions Inc

As filed with the Securities and Exchange Commission on January 3, 2025

Registration No. 333-          

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

 

FORM S-8

REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933

 

CLEANCORE SOLUTIONS, INC.

(Exact name of registrant as specified in its charter)

 

Nevada		84-4042082
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

 

5920 S 118th Circle, Omaha, NE		68137
(Address of Principal Executive Offices)		(Zip Code)

 

2022 EQUITY INCENTIVE PLAN

(Full title of the plan)

 

Clayton Adams Chief Executive Officer 5920 S 118th Circle Omaha, NE 68137 (877) 860-3030   Copies to:   Louis A. Bevilacqua, Esq. BEVILACQUA PLLC 1050 Connecticut Ave., N.W., Suite 500 Washington, DC  20036 (202) 869-0888

(Name, address and telephone number, including area code, of agent for service)

 

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer ☐	Accelerated filer ☐
Non-accelerated filer ☒	Smaller reporting company ☒
	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 7(a)(2)(B) of the Securities Act. ☐

 

 

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

 

The information specified in Item 1 and Item 2 of Part I of Form S-8 is omitted from this Registration Statement on Form S-8 (the “Registration Statement”) in accordance with the provisions of Rule 428 under the Securities Act of 1933, as amended (the “Securities Act”), and the introductory note to Part I of Form S-8. The documents containing the information specified in Part I of Form S-8 will be delivered to the participants in the equity benefit plans covered by this Registration Statement as specified by Rule 428(b)(1) under the Securities Act.

 

 

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

 

Item 3. Incorporation of Documents by Reference.

 

CleanCore Solutions, Inc. (the “Registrant”) hereby incorporates by reference into this Registration Statement the following documents previously filed with the Securities and Exchange Commission (the “Commission”):

 

(1)

The Registrant’s Annual Report on Form 10-K for the fiscal year ended June 30, 2024, filed with the Commission on September 20, 2024;

 

(2)

The Registrant’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2024, filed with the Commission on November 13, 2024;

 

(3)

The Registrant’s Current Report on Form 8-K filed with the Commission on December 31, 2024; and

 

(4)

The description of the Registrant’s class B common stock contained in Exhibit 4.1 to its Annual Report on Form 10-K for the fiscal year ended June 30, 2024, filed with the Commission on September 20, 2024, including any amendment or report filed for the purpose of updating such description.

  

All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act on or after the date of this Registration Statement and prior to the filing of a post-effective amendment to this Registration Statement that indicates that all securities offered have been sold or that deregisters all securities then remaining unsold shall be deemed to be incorporated by reference in this Registration Statement and to be part hereof from the date of filing of such documents; provided, however, that documents or information deemed to have been furnished and not filed in accordance with the rules of the Commission shall not be deemed incorporated by reference into this Registration Statement.

 

Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any subsequently filed document which also is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

 

Item 4. Description of Securities.

 

Not applicable.

 

Item 5. Interests of Named Experts and Counsel.

 

Not applicable.

 

Item 6. Indemnification of Directors and Officers.

 

The Registrant is a Nevada corporation. The Nevada Revised Statutes and certain provisions of the Registrant’s bylaws under certain circumstances provide for indemnification of officers, directors and controlling persons against liabilities which they may incur in such capacities. A summary of the circumstances in which such indemnification is provided for is contained herein, but this description is qualified in its entirety by reference to the Registrant’s bylaws and to the statutory provisions.

 

In general, any officer, director, employee or agent may be indemnified against expenses, fines, settlements or judgments arising in connection with a legal proceeding to which such person is a party, if that person’s actions were in good faith, were believed to be in the Registrant’s best interest, and were not unlawful. Unless such person is successful upon the merits in such an action, indemnification may be awarded only after a determination by independent decision of the Registrant’s board of directors, by legal counsel, or by a vote of the Registrant’s stockholders, that the applicable standard of conduct was met by the person to be indemnified.

 

 

The circumstances under which indemnification is granted in connection with an action brought on the Registrant’s behalf is generally the same as those set forth above; however, with respect to such actions, indemnification is granted only with respect to expenses actually incurred in connection with the defense or settlement of the action. In such actions, the person to be indemnified must have acted in good faith and in a manner believed to have been in the Registrant’s best interest, and have not been adjudged liable for negligence or misconduct.

 

Indemnification may also be granted pursuant to the terms of agreements which may be entered into in the future or pursuant to a vote of stockholders or directors. The Nevada Revised Statutes also grant the Registrant the power to purchase and maintain insurance which protects officers and directors against any liabilities incurred in connection with their service in such a position, and such a policy may be obtained by the Registrant.

 

To the maximum extent permitted by law, the Registrant’s articles of incorporation eliminate or limit the liability of directors to the Registrant or its stockholders for monetary damages for breach of a director’s fiduciary duty as a director.

 

The Registrant has entered into separate indemnification agreements with its directors and officers. Each indemnification agreement provides, among other things, for indemnification to the fullest extent permitted by law and the Registrant’s articles of incorporation and bylaws against any and all expenses, judgments, fines, penalties and amounts paid in settlement of any claim. The indemnification agreements provide for the advancement or payment of all expenses to the indemnitee and for reimbursement to the Registrant if it is found that such indemnitee is not entitled to such indemnification under applicable law and the Registrant’s articles of incorporation and bylaws.

 

The Registrant has also obtained standard policies of insurance under which coverage is provided (a) to directors and officers against loss rising from claims made by reason of breach of duty or other wrongful act, and (b) to the Registrant with respect to payments which it may make to such officers and directors pursuant to the above indemnification provision or otherwise as a matter of law.

 

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling the Registrant under the foregoing provisions, the Registrant has been informed that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

 

Item 7. Exemption from Registration Claimed.

 

Not Applicable.

 

Item 8. Exhibits.

 

Exhibit No.		Description
4.1		Articles of Incorporation of CleanCore Solutions, Inc., as amended (incorporated by reference to Exhibit 3.1 to the Registration Statement on Form S-1 filed on October 10, 2023)
4.3		Bylaws of CleanCore Solutions, Inc. (incorporated by reference to Exhibit 3.2 to the to the Registration Statement on Form S-1 filed on October 10, 2023)
5.1		Opinion of Fennemore Craig P.C. as to the legality of the shares
23.1		Consent of TAAD, LLP
23.2		Consent of Fennemore Craig P.C. (included in Exhibit 5.1)
24.1		Power of Attorney (included on the signature page of this registration statement)
99.1		CleanCore Solutions, Inc. 2022 Equity Incentive Plan (incorporated by reference to Exhibit 10.26 to the Registration Statement on Form S-1 filed on October 10, 2023)
99.2		First Amendment to CleanCore Solutions, Inc. 2022 Equity Incentive Plan (incorporated by reference to Exhibit 10.28 to Amendment No. 2 to the Registration Statement on Form S-1/A filed on January 9, 2024)
107		Filing Fee Table

 

 

ITEM 9. UNDERTAKINGS.

 

(a)

The undersigned Registrant hereby undertakes:

 

(1)

To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

 

(i)

To include any prospectus required by Section 10(a)(3) of the Securities Act;

 

(ii)

To reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high and of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective Registration Statement; and

 

(iii)

To include any additional or changed material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in the Registration Statement;

 

provided, however, that the undertakings set forth in paragraphs (a)(1)(i) and (a)(1)(ii) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or 15(d) of the Exchange Act that are incorporated by reference in this Registration Statement.

 

(2)

That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

 

(3)

To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

 

(b)

The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in this Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

 

(c)

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Omaha, Nebraska, on January 3, 2025.

 

	CLEANCORE SOLUTIONS, INC.
	By:	/s/ Clayton Adams
		Clayton Adams Chief Executive Officer

 

POWER OF ATTORNEY

 

Each person whose signature appears below constitutes and appoints each of Clayton Adams and David Enholm as his or her true and lawful attorneys-in-fact and agents with full power of substitution and resubstitution, for him and his name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the foregoing, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitutes, may lawfully do or cause to be done by virtue hereof.

 

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

 

SIGNATURE		TITLE		DATE
/s/ Clayton Adams		Chairman and Chief Executive Officer		January 3, 2025
Clayton Adams		(principal executive officer)
/s/ David Enholm		Chief Financial Officer and Director		January 3, 2025
David Enholm		(principal financial and accounting officer)
/s/ Brent Cox		Director		January 3, 2025
Brent Cox
/s/ James M. Grisham		Director		January 3, 2025
James M. Grisham
/s/ Larry Goldman		Director		January 3, 2025
Larry Goldman

 

 

II-4

Exhibit 5.1

 

	9275 W. Russell Road, Suite 240
	Las Vegas, Nevada 89148
	PH (702) 692-8026 | FX (702) 692-8075
	fennemorelaw.com

 

January 3, 2025

 

CleanCore Solutions, Inc.

5920 South 118^th Circle

Omaha, Nebraska

 

Re:

CleanCore Solutions, Inc./Registration Statement on Form S-8

 

Ladies and Gentlemen:

 

We have acted as special Nevada counsel to CleanCore Solutions, Inc., a Nevada corporation (the “Company”), in connection with the registration by the Company of 3,653,529 shares (the “Shares”) of its Class B Common Stock, $0.0001 par value per share (the “Common Stock”) that have been or may be issued pursuant to the Company’s 2022 Equity Incentive Plan, as amended through January 3, 2024 (the “Plan”) on Form S-8 (the “Registration Statement”) under the Securities Act of 1933, as amended (“Securities Act”), as filed with the Securities and Exchange Commission (“Commission”).

 

For purposes of these opinions, we have examined originals or copies of:

 

(a) the Registration Statement;

 

(b) the Plan;

 

(c) certain actions of the Board of Directors and stockholders of the Company relating to the adoption of the Plan and such other matters as relevant.

 

We have obtained from officers and agents of the Company and from public officials, and have relied upon, such certificates, representations, and assurances as we have deemed necessary and appropriate for purposes of rendering this opinion letter. We have also examined such other corporate charter and other documents, records, certificates, and instruments (collectively with the documents identified in (a) through (c) above, the “Documents”) as we deem necessary or advisable to render the opinions set forth herein.

 

 

CleanCore Solutions, Inc.
January 3, 2025
Page 2

 

In our examination we have assumed:

 

(a) the legal capacity and competency of all natural persons executing the Documents;

 

(b) the genuineness of all signatures on the Documents;

 

(c) the authenticity of all Documents submitted to us as originals, and the conformity to original documents of all Documents submitted to us as copies;

 

(d) that the parties to such Documents, other than the Company, had the power, corporate or other, to enter into and perform all obligations thereunder;

 

(e) that such Documents are enforceable in accordance with their terms with respect to all parties thereto;

 

(f) that at the time of issuance of any Shares, the Company validly exists and is duly qualified and in good standing under the laws of Nevada; and

 

(g) other than with respect to the Company, the due authorization by all requisite action, corporate or other, of the execution and delivery by all parties of the Documents.

 

We have relied upon the accuracy and completeness of the information, factual matters, representations, and warranties contained in such documents.

 

In rendering the opinions set forth below, we have also assumed that:

 

(a)  at or prior to the time of issuance and delivery, the Shares will be registered by the transfer agent and registrar of such Shares;

 

(b)  the Company will keep reserved a sufficient number of shares of its Common Stock to satisfy its obligations for issuances of Shares under the Plan;

 

(c)  upon issuance of any of the Shares, the total number of shares of the Company’s Common Stock issued and outstanding will not exceed the total number of shares of Common Stock that the Company is then authorized to issue under its charter documents; and

 

(d)  each stock grant, stock option, or other security exercisable or exchangeable for a Share under the Plan has been, or will be, duly authorized, validly granted, and duly exercised or exchanged in accordance with the terms of the Plan, at the time of any grant of a Share or exercise of such stock option or other security under the Plan.

 

 

CleanCore Solutions, Inc.
January 3, 2025
Page 3

 

Based on the foregoing and in reliance thereon, and subject to the assumptions, limitations and qualifications set forth herein, we are of the opinion that:

 

(a) the Shares that have been or may be issued under the Plan are duly authorized shares of the Company’s Common Stock; and

 

(b) if, as, and when issued against receipt of the consideration therefor in accordance with the provisions of the Plan and in accordance with the Registration Statement, the Shares will be validly issued, fully paid, and nonassessable.

 

The opinions expressed herein are limited to the matters specifically set forth herein and no other opinion shall be inferred beyond the matters expressly stated. We disclaim any undertaking to advise you of any subsequent changes in the facts stated or assumed herein or any changes in applicable law that may come to our attention after the date the Registration Statement is declared effective.

 

While certain members of this firm are admitted to practice in certain jurisdictions other than Nevada, in rendering the foregoing opinions we have not examined the laws of any jurisdiction other than Nevada. Accordingly, the opinions we express herein are limited to matters involving the laws of the State of Nevada (other than the securities laws and regulations of the State of Nevada, as to which we express no opinion). We express no opinion regarding the effect of the laws of any other jurisdiction or state, including any securities laws related to the issuance and sale of the Shares.

 

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and we consent to the reference of our name under the caption “Legal Matters” in the Prospectus forming a part of the Registration Statement. In giving the foregoing consent, we do not hereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission thereunder.

 

	Very truly yours,
	/s/ Fennemore Craig, P.C.
	Fennemore Craig, P.C.

 

tmor/cdol

 

 

Exhibit 23.1

 

 

Consent of Independent Registered Public Accounting Firm

 

To the Board of Directors and

Stockholders of CleanCore Solutions, Inc.,

 

We hereby consent to the incorporation by reference in this Registration Statement of CleanCore Solutions, Inc. (the “Company”) on Form S-8 of our report dated September 20, 2024, related to the Form S-8 with respected to our audits of the Company’s financial statements as of and for the year ended June 30, 2024. Our report dated September 20, 2024, relating to the financial statements includes an emphasis paragraph relating to an uncertainty as to the Company’s ability to continue as a going concern.

 

/s/ TAAD LLP

 

Diamond Bar, California

 

January 3, 2025

 

Exhibit 107

 

Calculation of Filing Fee Tables

 

Form S-8

(Form Type)

 

CLEANCORE SOLUTIONS, INC.

(Exact Name of Registrant as Specified in its Charter)

 

 Table 1: Newly Registered and Carry Forward Securities

 

		Security Type		Security Class Title		Fee Calculation or Carry Forward Rule		Amount Registered(1)				Proposed Maximum Offering Price Per Unit(2)				Maximum Aggregate Offering Price				Fee Rate				Amount of Registration Fee
Fees To be Paid		Equity		Class B Common Stock, par value $0.0001 per share		Rules 457(c) and (h)			3,653,529	(3)		$	1.29			$	4,713,052.41			0.00015310				$	721.57
		Total Offering Amounts														$	4,713,052.41							$	721.57
		Total Fees Previously Paid																						$	0.00
		Total Fee Offsets																						$	0.00
		Net Fee Due																						$	721.57

 

(1)

Pursuant to Rule 416(a) of the Securities Act of 1933, as amended, this Registration Statement covers any additional shares of the Registrant’s class B common stock that become issuable under the Registrant’s 2022 Equity Incentive Plan, as amended (the “Plan”), by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without the Registrant’s receipt of consideration that results in an increase in the number of the outstanding shares of common stock.

 

(2)

Estimated solely for the purpose of calculating the registration fee pursuant to Rules 457(c) and (h) under the Securities Act of 1933, as amended, based upon the average of the high and low prices of the registrant’s class B common stock reported on NYSE American on December 31, 2024.

 

(3)

Represents shares of class B common stock reserved for issuance pursuant to future awards under the Plan.

 

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