CleanCore Solutions Prices ~$100M Best‑Efforts Public Offering

What Happened

• On August 11, 2026, CleanCore Solutions, Inc. announced a best‑efforts public offering of Securities to raise approximately $100,000,000 of gross proceeds. The offering consisted of 275,829,576 shares of common stock, pre‑funded warrants to purchase up to 124,170,424 shares, and accompanying investor warrants to purchase up to 400,000,000 shares.
• The combined public offering price was $0.25 per share of common stock plus an accompanying investor warrant (or $0.2499 for a pre‑funded warrant plus investor warrant). Pre‑funded warrants are exercisable immediately at $0.0001 per share and do not expire; investor warrants have a $0.25 exercise price, are exercisable immediately, and expire five years after first exercise.
• The Company entered into a Securities Purchase Agreement with certain institutional purchasers and used Curvature Securities, LLC as sole placement agent under a Placement Agency Agreement.

Key Details

• Offering size (gross): ~ $100,000,000 before placement agent fees and offering expenses.
• Securities issued: 275,829,576 common shares; pre‑funded warrants for up to 124,170,424 shares; investor warrants for up to 400,000,000 shares.
• Placement agent fee: 8.0% of gross proceeds (with 5.0% to the capital markets advisor).
• Contractual restrictions: 90‑day ban on issuing most new common stock or equivalents after closing; 180‑day restriction on “Variable Rate Transactions”; certain directors and officers subject to 90‑day lock‑ups.

Why It Matters

• The offering provides CleanCore with a substantial near‑term cash infusion (gross ~$100M), which can fund operations, growth or refinancing needs.
• However, the combination of newly issued shares, immediately exercisable pre‑funded warrants and long‑dated investor warrants creates potential dilution for existing shareholders if warrants are exercised.
• Short lock‑up and issuance restrictions limit near‑term additional dilution from company‑initiated offerings, but the placement agent fee will reduce net proceeds available to the company. Investors should weigh the cash benefits against dilution risk and monitor future warrant exercises and any additional filings for net proceeds and use of funds.