CleanCore Solutions, Inc. 8-K

What Happened

• CleanCore Solutions, Inc. (ZONE) announced on June 8, 2026 that it entered into a Controlled Equity OfferingSM Sales Agreement with Cantor Fitzgerald & Co. and Curvature Securities LLC, under which the company may sell up to $750,000,000 of common stock from time to time. The sales would be made under the company’s Form S-3 registration statement (No. 333-289867); a prospectus supplement was filed June 8, 2026. The company is not required to sell any shares and can suspend or terminate the program. Sales may include negotiated transactions, block trades, or “at‑the‑market” offerings.
• In connection with this new Sales Agreement, effective June 3, 2026 CleanCore terminated its prior Amended and Restated Sales Agreement (the Prior ATM Agreement) with Maxim Group LLC and Curvature. The termination was memorialized in a Termination Letter and related waiver/release agreements.

Key Details

• Offering size: up to $750,000,000 of common stock; Agents: Cantor Fitzgerald & Co. and Curvature Securities LLC.
• Agent fees: cash commission up to 3.0% of gross proceeds; company will reimburse certain agent expenses.
• Use of proceeds: primarily for the company’s AI Critical Infrastructure business (site ID, land, engineering, power procurement, construction/retrofit, equipment and related development); also for general corporate purposes, potential disposition of the cleaning products business, and wind‑down of the digital asset treasury strategy.
• Termination/settlement actions: CleanCore agreed to pay Maxim $1,000,000 and Curvature $500,000; warrant exercise-price reductions—Maxim Partners LLC warrant for 3,150,008 shares reduced from $1.33 to $0.90; Curvature-related warrants for 2,100,005 shares reduced from $1.33 to $1.18. Curvature also gets a 0.20% fee on future ATM gross proceeds for two years (the $500,000 is credited against this) and a two‑year right to act as co-placement agent on any PIPEs.

Why It Matters

• The agreement gives CleanCore a flexible capital‑raising tool that can provide up to $750M of equity financing if the company chooses to access it. That can support the company’s pivot into AI critical infrastructure development without immediately diluting shareholders, since sales are discretionary.
• Investors should note potential dilution if shares are sold under the program, the cost of capital (up to 3% commission plus expenses), and the cash payments and warrant repricing tied to terminating the prior ATM arrangement. These are concrete near‑term cash outflows and changes to existing warrant economics disclosed by the company.