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): September 20, 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 2.02

Results of Operations and Financial Condition.

On September 20, 2024, CleanCore Solutions, Inc. issued a press release regarding its financial results for the fiscal year ended June 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

Exhibit No.		Description of Exhibit
99.1		Press Release issued on September 20, 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: September 20, 2024	CLEANCORE SOLUTIONS, INC.

	/s/ Clayton Adams
	Name: Clayton Adams
	Title: Chief Executive Officer

Exhibit 99.1

CleanCore Solutions, Inc. (ZONE) Reports 2024 Fiscal Year Financial Results and Provides Business Update

Current cash position of $1.85M provides in excess of two years of runway given current operating revenues and expenses

Company expects to be cash flow positive in next 12 months

Record sales pipeline reflects strategic shift to direct sales

Gross margin increased to 49.6% in 2024 compared to 29.9% in 2023

Delivered Products to key B2B growth sectors including hospitality, healthcare, education, transportation and logistics

Omaha, NE, September 20, 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 2024 fiscal year financial results and provided a business update.

Clayton Adams, CEO of CleanCore Solutions commented, “Our cutting-edge aqueous ozone cleaning systems are being widely adopted in key sectors, including healthcare, education and aviation, given their ability to eliminate harmful chemicals while maintaining the highest standards of cleanliness and reducing labor costs for our clients. As more industries seek environmentally responsible solutions, CleanCore is at the forefront of this movement, offering technologies that are not only safer but also more cost-effective.”

“One of the most notable achievements this year has been our ability to drive a dramatic increase in gross profit margins— 49.6% in 2024, up from 29.9% in 2023. This improvement was largely driven by our strategic shift toward direct product sales, allowing us to control pricing, build closer relationships with our customers, and capture higher profitability. Given our strong cash position, recently launched initial purchase orders and robust sales pipeline, we expect to achieve our goal of cash flow positive results in the next 12 months.”

“As we look ahead, our focus remains on executing our growth strategy. We plan to continue expanding our presence in existing markets and enter new ones domestically and internationally. CleanCore’s solutions are uniquely positioned to meet the growing demand for eco-friendly alternatives as industries increasingly prioritize sustainability. With the global cleaning services market projected to reach $92.7 billion by 2027, CleanCore is poised to capitalize on this immense opportunity. We remain committed to innovation, strategic customer partnerships, and operational efficiency as we execute our strategy to further enhance margins, achieve sustainable profitability and deliver long-term value to our customers and shareholders.”

Financial Results

Revenue for the fiscal year ended June 30, 2024, was $1.6 million compared to $2.4 million for 2023. This reduction in revenue was primarily due to a deliberate and strategic shift in focus to a direct sales model, which resulted in a 9.0% increase in gross profit and an increase in gross margins to 49.9% compared to 29.9% for the same period last year. General and administrative expenses decreased by $3.2 million, or 56.2%, to $2.5 million for the year ended June 30, 2024, from $5.6 million for the year ended June 30, 2023. Net loss for the fiscal year ended June 30, 2024 was $2.3 million compared to $5.3 million for 2023. As of June 30, 2024, the Company had cash and cash equivalents of $2.0 million.

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

Cover	Sep. 20, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Sep. 20, 2024
Entity File Number	001-42033
Entity Registrant Name	CLEANCORE SOLUTIONS, INC.
Entity Central Index Key	0001956741
Entity Tax Identification Number	88-4042082
Entity Incorporation, State or Country Code	NV
Entity Address, Address Line One	5920 S. 118th Circle
Entity Address, City or Town	Omaha
Entity Address, State or Province	NE
Entity Address, Postal Zip Code	68137
City Area Code	(877)
Local Phone Number	860-3030
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Class B Common Stock, par value $0.0001 per share
Trading Symbol	ZONE
Security Exchange Name	NYSEAMER
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false