ZONE CleanCore Solutions Inc

 

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): December 31, 2024 (December 24, 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 1.01 Notice of Entry into a Material Definitive Agreement.

 

As previously disclosed, on May 31, 2024, CleanCore Solutions, Inc. (the “Company”) issued a promissory note in the principal amount of $633,840 (the “Walker Water Note”) to Walker Water, LLC (“Walker Water”). On December 24, 2024, the Company entered into a note assignment and cancellation agreement (the “Assignment Agreement”) with Walker Water, Gary Hollst, the Company’s Chief Revenue Officer, and Gary Rohwer, a third party, pursuant to which Walker Water assigned half of its right, title and interest in and to the Walker Water Note to Garry Hollst and the remaining half to Gary Rohwer. Accordingly, the Walker Water Note was cancelled and the Company issued a promissory note in the principal amount of $316,920 to Gary Hollst (the “Hollst Note”) and a promissory note in the principal amount of $332,633.95 to Gary Rohwer (the “Rohwer Note”) (the principal amount of the Rohwer Note includes $15,713.95 in interest accrued from May 31, 2024 to December 31, 2024).

 

The Hollst Note is due and payable on May 31, 2025 and does not accrue interest; provided that upon an event of default (as defined in the Hollst Note), interest shall accrue at a rate of 10% per annum. The Hollst Note may be prepaid at any time with without premium or penalty, is unsecured, and contains customary events of default for a loan of this type.

 

The Rohwer Note is due and payable on December 31, 2024 and does not accrue interest; provided that upon an event of default (as defined in the Rohwer Note), interest shall accrue at a rate of 10% per annum. The Rohwer Note may be prepaid at any time without premium or penalty, is unsecured, and contains customary events of default for a loan of this type.

 

On December 24, 2024, the Company also issued a 20% original issue discount promissory note in the principal amount of $415,241.25 (the “OID Note”) to Clayton Adams, the Company’s Chief Executive Officer. The OID Note is due and payable on June 30, 2025 and accrues interest at a rate of 8% per annum; provided that upon an event of default (as defined in the OID Note), such interest rate shall increase to 15% per annum. The OID Note may be prepaid at any time without premium or penalty, is unsecured, and contains customary events of default for a loan of this type.

 

The foregoing summary of the terms and conditions of the Assignment Agreement, the Hollst Note, the Rohwer Note and the OID Note does not purport to be complete and is qualified in its entirety by reference to the full text of those documents attached hereto as exhibits, which are incorporated herein by reference.

 

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

 

The information set forth under Item 1.01 is incorporated by reference into this Item 2.03.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit No.		Description of Exhibit
10.1		Promissory Note issued by CleanCore Solutions, Inc. to Walker Water, LLC on May 31, 2024 (incorporated by reference to Exhibit 10.5 to the Current Report on Form 8-K filed on June 6, 2024)
10.2		Note Cancellation and Assignment Agreement, dated December 24, 2024, among Walker Water, LLC, CleanCore Solutions, Inc., Garry Hollst and Gary Rohwer
10.3		Promissory Note issued by CleanCore Solutions, Inc. to Garry Hollst on December 24, 2024
10.4		Promissory Note issued by CleanCore Solutions, Inc. to Garry Rohwer on December 24, 2024
10.5		20% Original Issue Discount Promissory Note issued by CleanCore Solutions, Inc. to Clayton Adams on December 24, 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: December 31, 2024	CLEANCORE SOLUTIONS, INC.
	/s/ Clayton Adams
	Name:	Clayton Adams
	Title:	Chief Executive Officer

 

 

2

 

Exhibit 10.2

 

NOTE ASSIGNMENT AND CANCELLATION AGREEMENT

 

This NOTE ASSIGNMENT AND CANCELLATION AGREEMENT (this “Agreement”) is made and entered into as of December 24, 2024 (the “Effective Date”) by and among WALKER WATER, LLC, a Delaware limited liability company (the “Transferor”), CLEANCORE SOLUTIONS, INC., a Nevada corporation (the “Company”), GARY HOLLST (“Hollst”), and GARY ROHWER (“Rohwer”). The Transferor, Company, Hollst, and Rohwer are sometimes referred to herein individually as a “Party” or collectively, as the “Parties.”

 

Recitals:

 

A. On October 17, 2022, the Company issued to BURLINGTON CAPITAL LLC, a Delaware limited liability company (“Burlington”), a promissory note (the “Burlington Note,” as subsequently amended and extended).

 

B. On May 31, 2024, Burlington assigned $633,840.00, representing both the principal amount of the Burlington Note plus accrued interest thereon from the date of original issuance of the Burlington Note, to the Transferor under the Allonge, Assignment, and Agreement, dated May 31, 2024, and the Company and Transferor entered into a new promissory note with the same date to effectuate that assignment (the “Walker Water Note”).

 

C. The Transferor is agreeable to assign one-half of its right, title and interests in and to the Walker Water Note, in the amount of $316,920.00, to Hollst (the “Hollst Assigned Portion”) and one-half of its right, title and interest in and to the Walker Water Note, in the amount of $316,920.00, to Rohwer (the “Rohwer Assigned Portion,” and together with the Hollst Assigned Portion, the “Assigned Portion”); each of Hollst and Rohwer are agreeable to accept the assignment of his respective Assigned Portion as provided in this Agreement; and the Company consents to the assignment of the Walker Water Note to Hollst and Rohwer, respectively, on the terms set forth herein.

 

F. Hollst and Rohwer are further agreeable to termination and cancellation of the Walter Water Note in exchange for the Company’s execution and delivery of the New Notes (defined below) will be issued for each the Assigned Portion.

 

 

Agreed Terms:

 

NOW, THEREFORE, in consideration of the mutual promises herein contained and such other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties hereto, hereby agree as follows:

 

1.

Assignment.

 

(a) The Transferor hereby assigns, transfers, conveys and delivers unto Hollst the Hollst Assigned Portion and Hollst herby acquires the Hollst Assigned Portion from the Transferor.

 

(b) The Transferor hereby assigns, transfers, conveys and delivers unto Rohwer the Rohwer Assigned Portion and Rohwer herby acquires the Rohwer Assigned Portion from the Transferor.

 

2.

Cancellation of the Walker Water Note. Subject to and in exchange for the consideration set forth herein, the Walker Water Note is hereby cancelled as of the date hereof without any further action by the Company, the Transferor, Hollst or Rohwer, is no longer issued and outstanding, and is of no further force and effect. Upon the issuance of the New Notes, as set forth in Section 2 hereinbelow, neither the Company, the Transferor, Hollst or Rohwer will have any rights or obligations under the Walker Water Note, and each of the Company, the Transferor, Hollst and Rohwer shall be forever released and discharged in all respects from all liabilities and obligations under or with respect to the Walker Water Note.

 

3.

Consideration. In consideration for the cancellation of the Walter Water Note as set forth in Section 1 hereinabove, Company shall:

 

a.

Pay to Hollst the sum of $316,920.00 (the “Hollst Consideration”), which payment shall be made by Company’s execution and delivery of a promissory note of even date hereof, in the amount of the Hollst Consideration and in substantially the form attached hereto as Exhibit 1 (the “Hollst Note”), which Hollst Note shall have a maturity date of May 31, 2025.

 

b.

Pay to Rohwer the sum of $332,633.95 (the “Rohwer Consideration”), which payment shall be made by Company’s execution and delivery of a promissory note of even date hereof, in the amount of the Rohwer Consideration and in substantially the form attached hereto as Exhibit 2 (the “Rohwer Note” and, with the Hollst Note, the “New Notes”), which Rohwer Note shall have a maturity date of December 31, 2024. (For the purposes of clarity, the principal amount of Rohwer’s Note is $332,633.95, not $316,920.00, because the principal amount of the Rohwer Note includes $15,713.95 in interest accrued on the $316,920.00 principal amount from May 31, 2024 to December 31, 2024 that the Company has agreed to pay Rohwer by way of this Agreement.)

 

4.

Consent to Assignment. As indicated by its signature to this Agreement, the Company consents to the assignment of the Walker Water Note as provided for herein.

 

 

5.

Representations and Warranties.

 

(a) By Transferor: Transferor represents and warrants that it has made no prior assignment, transfer, conveyance, or other disposition of the Walker Water Note or any portion of it.

 

(b) By Each Party: Each Party represents and warrants that (i) none of the other Parties nor any agent or attorney of any other Parties has made any representation, promise, or warranty whatsoever, express or implied, written or oral, not contained in this Agreement or the New Notes concerning the subject matter of this Agreement or the New Notes to induce such Party to execute this Agreement or the New Notes; and (ii) such Party has not executed this Agreement or the New Notes in reliance on any representation, promise, or warranty not contained herein or in the New Notes.

 

6.

Miscellaneous. This Agreement shall not confer any rights or remedies upon any person other than the Parties and their respective successors and permitted assigns. This Agreement and the New Notes constitute the entire agreement among the Parties regarding the subject matter of this Agreement and the New Notes and supersede any prior understandings, agreements, or representations by or among the Parties, written or oral, to the extent they related in any way to the subject matter of this Agreement or the New Notes. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original but all of which together will constitute one and the same instrument. Scanned, facsimile or electronic signatures shall be deemed originals for all purposes. The section headings contained in this Agreement are inserted for convenience only and shall not affect in any way the meaning or interpretation of this Agreement. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware. No amendment of any provision of this Agreement shall be valid unless the same shall be in writing and signed by each of the Parties hereto. No waiver by any Party of any default, misrepresentation, or breach of warranty or covenant hereunder, whether intentional or not, shall be deemed to extend to any prior or subsequent default, misrepresentation, or breach of warranty or covenant hereunder or affect in any way any rights arising by virtue of any prior or subsequent such occurrence. Any term or provision of this Agreement that is invalid or unenforceable in any situation in any jurisdiction shall not affect the validity or enforceability of the remaining terms and provisions hereof or the validity or enforceability of the offending term or provision in any other situation or in any other jurisdiction. Each of the Parties will bear his or its own costs and expenses (including legal fees and expenses) incurred in connection with this Agreement and the transactions contemplated hereby. Each Party acknowledges and agrees that the other Party would be damaged irreparably in the event any of the provisions of this Agreement are not performed in accordance with their specific terms or otherwise are breached. Accordingly, each Party agrees that the other Party shall be entitled to an injunction or injunctions to prevent breaches of the provisions of this Agreement and to enforce specifically this Agreement and the terms and provisions hereof in any action instituted in courts of the State of Delaware having jurisdiction over the Parties and the matter, in addition to any other remedy to which they may be entitled, at law or in equity.

 

 

IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the date first above written.

 

WALKER WATER, LLC			GARY HOLLST
By:	/s/ Gary Rohwer		Signed:	/s/ Gary Hollst
Name:	Gary Rohwer		Date signed:	12/24/24
Title:	President
Date signed:	12/24/2024

 

CLEANCORE SOLUTIONS, INC.			GARY ROHWER
By:	/s/ Clayton Adams		Signed:	/s/ Gary Rohwer
Name:	Clayton Adams		Date signed:	12/24/24
Title:	Chief Executive Officer
Date signed:	12/26/24

 

 

 

Exhibit 10.3

 

PROMISSORY NOTE

 

Principal Amount	Effective Date of Note: December 24, 2024
$316,920.00	Omaha, Nebraska

 

This PROMISSORY NOTE is made as of December 24, 2024 (this “Note”), by CleanCore Solutions, Inc., a Nevada corporation (“Maker” or “Company”), in favor of Gary Hollst (“Payee,” which term includes any future holder hereof).

 

Recitals:

 

A. On October 17, 2022, the Company issued to BURLINGTON CAPITAL LLC, a Delaware limited liability company (“Burlington”), a promissory note (the “Burlington Note,” as subsequently amended and extended).

 

B. On May 31, 2024, Burlington assigned $633,840.00, representing both the principal amount of the Burlington Note plus accrued interest thereon from the date of original issuance of the Burlington Note, to Walker Water, LLC under the Allonge, Assignment, and Agreement, dated May 31, 2024, and Company and Walker Water, LLC entered into a new promissory note with the same date to effectuate that assignment (the “Walker Water Note”).

 

C. This Note is being issued by the Company in connection that certain Assignment Agreement, dated December 24, 2024 (the “Assignment Agreement”), which, among other things, contemplates the assignment of one-half of the Walker Water Note to Payee.

 

Agreed Terms:

 

FOR VALUE RECEIVED, Maker hereby promises to pay to the order of Payee the principal sum of Three Hundred Sixteen Thousand, Nine Hundred Twenty and 0/100 Dollars ($316,920.00) (the “Principal Amount”).

 

1. Interest and Payment. Payment of the Principal Amount shall be made on May 31, 2025 (the “Maturity Date”). No interest shall be due on such Principal Amount except as otherwise provided herein.

 

2. Prepayment. Maker shall have the right to prepay the Principal Amount of this Note, together with any additional sums which may become due and owing pursuant to the terms and provisions of this Note.

 

3. Events of Default. Upon the occurrence of any one of the events of default (herein an “Event of Default”) described below, the payments of the Principal Amount shall, at the option of the Payee, be accelerated, and such remaining Principal Amount, and all other such sums shall immediately be due and payable without notice or demand.

 

 

The following shall constitute an Event of Default:

 

(a)

Maker fails to pay the Principal Amount required hereunder when due; or

 

(b)

Maker fails to perform or observe any material covenant, condition or agreement to be performed or observed by Maker hereunder; or

 

(c)

Maker:

 

(i) Shall be adjudicated insolvent or a bankrupt, or ceases, is unable, or admits in writing the inability to pay debts as they mature, makes a general assignment for the benefit of, or enters into any composition or arrangement with its creditors; or

 

(ii) Applies for or consents to the appointment of a receiver, trustee or liquidator of a substantial part of the property of Maker, or authorizes such application or consent, or proceedings seeking such appointment shall be instituted against Maker without such authorization, consent or application and shall continue undismissed for a period of thirty (30) days; or

 

(iii) Authorizes or files a voluntary petition in bankruptcy or applies for or consents to the application of any bankruptcy, reorganization in bankruptcy, arrangement, readjustment of debt, insolvency, dissolution, moratorium or other similar proceeding, or authorizes such application or consent, or proceedings to such end shall be instituted against Maker without such authorization, application or consent, and such proceedings instituted against Maker shall continue undismissed for a period of thirty (30) days; or

 

Upon the occurrence of any such Event of Default, the Principal Amount shall thereafter bear interest at the rate of ten percent (10%) per annum.

 

Payee’s failure at any time to require strict performance by Maker of any provision of this Note shall not constitute a waiver or diminish Payee’s rights hereunder. No waiver by Payee of any breach or default shall constitute a waiver of any other breach or default by Maker or a waiver of any of Payee’s rights hereunder. None of the provisions of this Note shall be held to have been waived by any act or knowledge of Payee except by written instrument executed by Payee and delivered to Maker.

 

4. Waiver. Maker waives presentment for payment, protest, notice of protest, demand and all diligence in enforcing collection, and Maker hereby expressly agrees that Payee may, from time to time, defer or postpone payment of principal or interest, or may extend or renew the whole or any part thereof, and such deferment, postponement, renewal, extension shall not, in any manner, affect, alter or impair the obligation of any person now or hereafter becoming liable for the payment of this Note.

 

5. Costs and Fees. Maker agrees, to the extent permitted by law, to pay all reasonable costs incurred by Payee of collecting, or attempting to collect, this Note, whether by suit or otherwise, including a reasonable attorney’s fee.

 

 

6. Governing Law. This Note shall, in all respects, be governed by and construed in accordance with the laws of the State of Delaware, including all matters of construction, validity, and performance.

 

7. Usury. Notwithstanding any provision contained herein to the contrary, in no event shall interest accrue or be payable upon any sums due and owing hereunder or to become due and owing hereunder, in excess of the highest lawful rate allowable for the times such sums, or portions thereof, shall be outstanding and unpaid, and if, by reason of the acceleration of the maturity or the payment of interest in advance, the imposition of a delinquency charge, or if, for any other reason or reasons, interest in excess of such highest lawful rate for such period of time has been paid, then the amount due Payee on account of such sums shall be reduced by such excess, except that, if such sums are less than such excess, then, at the option of Payee, Payee shall either refund such excess to Maker, or shall reduce such sums due to zero and refund to Maker the remainder of such excess.

 

8. Entire Agreement. This Note and the Assignment Agreement constitutes the entire agreement between the Company and Payee regarding the subject matter of this Note and the Assignment Agreement and supersedes any prior understandings, agreements, or representations by or among the Company and Payee, written or oral, to the extent they related in any way to the subject matter of this Note or the Assignment Agreement. The terms and provisions of this Note may be waived, or consent for the departure therefrom granted, only by a written document executed by the Company and Payee.

 

9. Notice. Any notices required or permitted to be given to the Maker of this Note shall be deemed given when hand-delivered, transmitted via facsimile transmission, or deposited in the United States mails, postage prepaid.

 

 

IN WITNESS WHEREOF, the undersigned Maker has executed this Note on the date shown below and caused this Note to be effective on the day and year first written above.

 

Dated effective as of the 24th day of December, 2024.

 

	CleanCore Solutions, Inc.
	By:	/s/ Clayton Adams
	Name:	Clayton Adams
	Title:	Chief Executive Officer

 

 

 

 

Exhibit 10.4

 

PROMISSORY NOTE

 

Principal Amount	Effective Date of Note: December 24, 2024
$332,633.95	Omaha, Nebraska

 

This PROMISSORY NOTE is made as of December 24, 2024 (this “Note”), by CleanCore Solutions, Inc., a Nevada corporation (“Maker” or “Company”), in favor of Gary Rohwer (“Payee,” which term includes any future holder hereof).

 

Recitals:

 

A. On October 17, 2022, the Company issued to BURLINGTON CAPITAL LLC, a Delaware limited liability company (“Burlington”), a promissory note (the “Burlington Note,” as subsequently amended and extended).

 

B. On May 31, 2024, Burlington assigned $633,840.00, representing both the principal amount of the Burlington Note plus accrued interest thereon from the date of original issuance of the Burlington Note, to Walker Water, LLC under the Allonge, Assignment, and Agreement, dated May 31, 2024, and Company and Walker Water, LLC entered into a new promissory note with the same date to effectuate that assignment (the “Walker Water Note”).

 

C. This Note is being issued by the Company in connection with that certain Note Assignment and Cancellation Agreement, dated December 24, 2024 (the “Assignment Agreement”), which, among other things, contemplates the assignment of one-half of the Walker Water Note to Payee, and the cancellation of the Walter Water Note in exchange for, inter alia, Company’s execution and delivery of this Note.

 

Agreed Terms:

 

FOR VALUE RECEIVED, Maker hereby promises to pay to the order of Payee the principal sum of Three Hundred Thirty-Two Thousand, Six Hundred Thirty-Three and 95/100 Dollars ($332,633.95) (the “Principal Amount”).

 

1. Interest and Payment. Payment of the Principal Amount shall be made on December 31, 2024 (the “Maturity Date”). No interest shall be due on such Principal Amount except as otherwise provided herein.

 

2. Prepayment. Maker shall have the right to prepay the Principal Amount of this Note, together with any additional sums which may become due and owing pursuant to the terms and provisions of this Note.

 

3. Events of Default. Upon the occurrence of any one of the events of default (herein an “Event of Default”) described below, the payments of the Principal Amount shall, at the option of the Payee, be accelerated, and such remaining Principal Amount, and all other such sums shall immediately be due and payable without notice or demand.

 

 

The following shall constitute an Event of Default:

 

(a)

Maker fails to pay the Principal Amount required hereunder when due; or

 

(b)

Maker fails to perform or observe any material covenant, condition or agreement to be performed or observed by Maker hereunder; or

 

(c)

Maker:

 

(i) Shall be adjudicated insolvent or a bankrupt, or ceases, is unable, or admits in writing the inability to pay debts as they mature, makes a general assignment for the benefit of, or enters into any composition or arrangement with its creditors; or

 

(ii) Applies for or consents to the appointment of a receiver, trustee or liquidator of a substantial part of the property of Maker, or authorizes such application or consent, or proceedings seeking such appointment shall be instituted against Maker without such authorization, consent or application and shall continue undismissed for a period of thirty (30) days; or

 

(iii) Authorizes or files a voluntary petition in bankruptcy or applies for or consents to the application of any bankruptcy, reorganization in bankruptcy, arrangement, readjustment of debt, insolvency, dissolution, moratorium or other similar proceeding, or authorizes such application or consent, or proceedings to such end shall be instituted against Maker without such authorization, application or consent, and such proceedings instituted against Maker shall continue undismissed for a period of thirty (30) days; or

 

Upon the occurrence of any such Event of Default, the Principal Amount shall thereafter bear interest at the rate of ten percent (10%) per annum.

 

Payee’s failure at any time to require strict performance by Maker of any provision of this Note shall not constitute a waiver or diminish Payee’s rights hereunder. No waiver by Payee of any breach or default shall constitute a waiver of any other breach or default by Maker or a waiver of any of Payee’s rights hereunder. None of the provisions of this Note shall be held to have been waived by any act or knowledge of Payee except by written instrument executed by Payee and delivered to Maker.

 

4. Waiver. Maker waives presentment for payment, protest, notice of protest, demand and all diligence in enforcing collection, and Maker hereby expressly agrees that Payee may, from time to time, defer or postpone payment of principal or interest, or may extend or renew the whole or any part thereof, and such deferment, postponement, renewal, extension shall not, in any manner, affect, alter or impair the obligation of any person now or hereafter becoming liable for the payment of this Note.

 

 

5. Costs and Fees. Maker agrees, to the extent permitted by law, to pay all reasonable costs incurred by Payee of collecting, or attempting to collect, this Note, whether by suit or otherwise, including a reasonable attorney’s fee.

 

6. Governing Law. This Note shall, in all respects, be governed by and construed in accordance with the laws of the State of Delaware, including all matters of construction, validity, and performance.

 

7. Usury. Notwithstanding any provision contained herein to the contrary, in no event shall interest accrue or be payable upon any sums due and owing hereunder or to become due and owing hereunder, in excess of the highest lawful rate allowable for the times such sums, or portions thereof, shall be outstanding and unpaid, and if, by reason of the acceleration of the maturity or the payment of interest in advance, the imposition of a delinquency charge, or if, for any other reason or reasons, interest in excess of such highest lawful rate for such period of time has been paid, then the amount due Payee on account of such sums shall be reduced by such excess, except that, if such sums are less than such excess, then, at the option of Payee, Payee shall either refund such excess to Maker, or shall reduce such sums due to zero and refund to Maker the remainder of such excess.

 

8. Entire Agreement. This Note and the Assignment Agreement constitutes the entire agreement between the Company and Payee regarding the subject matter of this Note and the Assignment Agreement and supersedes any prior understandings, agreements, or representations by or among the Company and Payee, written or oral, to the extent they related in any way to the subject matter of this Note or the Assignment Agreement. The terms and provisions of this Note may be waived, or consent for the departure therefrom granted, only by a written document executed by the Company and Payee.

 

9. Notice. Any notices required or permitted to be given to the Maker of this Note shall be deemed given when hand-delivered, transmitted via facsimile transmission, or deposited in the United States mails, postage prepaid.

 

 

IN WITNESS WHEREOF, the undersigned Maker has executed this Note on the date shown below and caused this Note to be effective on the day and year first written above.

 

Dated effective as of the 24th day of December, 2024.

 

	CleanCore Solutions, Inc.
	By:	/s/ Clayton Adams
	Name:	Clayton Adams
	Title:	Chief Executive Officer

 

 

 

 

Exhibit 10.5

 

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATES IN THE UNITED STATES. THIS NOTE IS SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE SECURITIES ACT AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. THE ISSUER OF THIS NOTE MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS.

 

20% ORIGINAL ISSUE DISCOUNT PROMISSORY NOTE

 

Original Issue Date: December 24, 2024       

 

Principal Amount of Note: $415,241.25       

 

Purchase Price of Note: $332,193           

 

For value received CleanCore Solutions, Inc., a Nevada corporation (the “Company”), promises to pay to the undersigned holder or such party’s assigns (the “Holder”) the principal amount set forth above (the “Principal Amount”), with simple interest on the outstanding Principal Amount at the rate of eight percent (8.00%) per annum (the “Interest Rate”). Interest shall commence the date hereof and shall continue to accrue on the outstanding Principal Amount until paid in full. Interest shall be computed on the basis of a year of 365 days for the actual number of days elapsed. All unpaid interest and principal shall be due and payable on June 30, 2025 (such date the “Maturity Date”).

 

1. Basic Terms.

 

(a) Original Issue Discount Note.

 

(i) This Original Issue Discount Promissory Note (this “Note”) has been issued with an “original issue discount” for U.S. Federal income tax purposes. The Company will make available to the Holder of this Note: (1) the issue price and issue date of the Note, (2) the amount of original issue discount on the Note, (3) the yield to maturity of the Note, and (4) any other information required to be made available by the U.S. Treasury Regulations.

 

(b) Payments.

 

(i) Interest. Interest shall accrue to the Holder on the aggregate and then outstanding Principal Amount at the Interest Rate. Unless earlier repaid accrued interest on this Note shall be payable on the Maturity Date.

 

(ii) Payments. All payments of interest and principal shall be in lawful money of the United States of America. All payments shall be applied first to accrued interest, and thereafter to principal.

 

(c) Prepayment. The Company may prepay this Note at any time without premium or penalty.

 

 

2. Representations and Warranties.

 

(a) Representations and Warranties of the Company. The Company hereby represents and warrants to the Holder as of the date this Note is issued as follows:

 

(i) Organization, Good Standing and Qualification. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Nevada. The Company has the requisite corporate power to own and operate its properties and assets and to carry on its business as now conducted and as proposed to be conducted. The Company is duly qualified and is authorized to do business and is in good standing as a foreign corporation in all jurisdictions in which the nature of its activities and of its properties (both owned and leased) makes such qualification necessary, except for those jurisdictions in which failure to do so would not have a material adverse effect on the Company or its business (a “Material Adverse Effect”).

 

(ii) Corporate Power. The Company has all requisite corporate power to issue this Note and to carry out and perform its obligations under this Note. The Company’s Audit Committee (the “Committee”) has approved the issuance of this Note based upon a reasonable belief that the issuance of this Note is appropriate for the Company after reasonable inquiry concerning the Company’s financing objectives and financial situation.

 

(iii) Authorization. All corporate action on the part of the Company, the Committee or the board of directors of the Company, and the Company’s stockholders necessary for the issuance and delivery of this Note has been taken. This Note constitutes a valid and binding obligation of the Company enforceable in accordance with its terms, subject to laws of general application relating to bankruptcy, insolvency, the relief of debtors and, with respect to rights to indemnity, subject to federal and state securities laws.

 

(iv) Governmental Consents. All consents, approvals, orders or authorizations of, or registrations, qualifications, designations, declarations or filings with, any governmental authority required on the part of the Company in connection with issuance of this Note has been obtained.

 

(v) Compliance with Laws. To its knowledge, the Company is not in violation of any applicable statute, rule, regulation, order, or restriction of any domestic or foreign government or any instrumentality or agency thereof in respect of the conduct of its business or the ownership of its properties, which violation of which would have a Material Adverse Effect.

 

(vi) Compliance with Other Instruments. The Company is not in violation or default of any term of its certificate of incorporation or bylaws, or of any provision of any mortgage, indenture or contract to which it is a party and by which it is bound or of any judgment, decree, order or writ, other than such violation(s) that would not have a Material Adverse Effect. The execution, delivery and performance of this Note will not result in any such violation or be in conflict with, or constitute, with or without the passage of time and giving of notice, either a default under any such provision, instrument, judgment, decree, order or writ or an event that results in the creation of any lien, charge or encumbrance upon any assets of the Company or the suspension, revocation, impairment, forfeiture, or nonrenewal of any material permit, license, authorization or approval applicable to the Company, its business or operations or any of its assets or properties. Without limiting the foregoing, the Company has obtained all waivers reasonably necessary with respect to any preemptive rights, rights of first refusal or similar rights, including any notice or offering periods provided for as part of any such rights, in order for the Company to consummate the transactions contemplated hereunder without any third party obtaining any rights to cause the Company to offer or issue any securities of the Company as a result of the consummation of the transactions contemplated hereunder.

 

 

(vii) No “Bad Actor” Disqualification. The Company has exercised reasonable care to determine whether any Company Covered Person (as defined below) is subject to any of the “bad actor” disqualifications described in Rule 506(d)(1)(i) through (viii), as modified by Rules 506(d)(2) and (d)(3), under the Securities Act (“Disqualification Events”). To the Company’s knowledge, no Company Covered Person is subject to a Disqualification Event. The Company has complied, to the extent required, with any disclosure obligations under Rule 506(e) under the Securities Act. For purposes of this Note, “Company Covered Persons” are those persons specified in Rule 506(d)(1) under the Securities Act; provided, however, that Company Covered Persons do not include (a) the Holder, or (b) any person or entity that is deemed to be an affiliated issuer of the Company solely as a result of the relationship between the Company and the Holder.

 

(viii) Offering. Assuming the accuracy of the representations and warranties of the Holder contained in subsection (b) below, the offer, issue, and sale of this Note is and will be exempt from the registration and prospectus delivery requirements of the Securities Act, and have been registered or qualified (or are exempt from registration and qualification) under the registration, permit or qualification requirements of all applicable state securities laws.

 

(ix) Use of Proceeds. The Company shall use the proceeds of this Note to pay off an existing obligation in the approximate amount of the purchase price of this Note owed to Walker Water, LLC that comes due on or about December 31, 2024.

 

(b) Representations and Warranties of the Holder. The Holder hereby represents and warrants to the Company as of the date hereof as follows:

 

(i) Purchase for Own Account. The Holder is acquiring this Note solely for the Holder’s own account and beneficial interest for investment and not for sale or with a view to distribution of the Note or any part thereof, has no present intention of selling (in connection with a distribution or otherwise), granting any participation in, or otherwise distributing the same, and does not presently have reason to anticipate a change in such intention.

 

(ii) Information and Sophistication. Without lessening or obviating the representations and warranties of the Company set forth in subsection (a) above, the Holder hereby: (A) acknowledges that the Holder has received all the information the Holder has requested from the Company and the Holder considers necessary or appropriate for deciding whether to acquire the Note, (B) represents that the Holder has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of the offering of the Note and to obtain any additional information necessary to verify the accuracy of the information given the Holder, and (C) further represents that the Holder has such knowledge and experience in financial and business matters that the Holder is capable of evaluating the merits and risk of this investment.

 

(iii) Ability to Bear Economic Risk. The Holder acknowledges that investment in the Note involves a high degree of risk, and represents that the Holder is able, without materially impairing the Holder’s financial condition, to hold the Note for an indefinite period of time and to suffer a complete loss of the Holder’s investment.

 

 

(iv) Further Limitations on Disposition. Without in any way limiting the representations set forth above, the Holder further agrees not to make any disposition of all or any portion of the Note unless and until:

 

(1) There is then in effect a registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with such registration statement; or

 

(2) The Holder shall have notified the Company of the proposed disposition and furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition, and if reasonably requested by the Company, the Holder shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration under the Securities Act or any applicable state securities laws; provided that no such opinion shall be required for dispositions in compliance with Rule 144 under the Securities Act, except in unusual circumstances.

 

(3) Notwithstanding the provisions of paragraphs (1) and (2) above, no such registration statement or opinion of counsel shall be necessary for a transfer by the Holder to a partner (or retired partner) or member (or retired member) of the Holder in accordance with partnership or limited liability company interests, or transfers by gift, will or intestate succession to any spouse or lineal descendants or ancestors, if all transferees agree in writing to be subject to the terms hereof to the same extent as if they were the Holders hereunder.

 

(v) Accredited Investor Status. The Holder is an “accredited investor” as such term is defined in Rule 501 under the Securities Act.

 

(vi) No “Bad Actor” Disqualification. The Holder represents and warrants that neither (A) the Holder nor (B) any entity that controls the Holder or is under the control of, or under common control with, the Holder, is subject to any Disqualification Event, except for Disqualification Events covered by Rule 506(d)(2)(ii) or (iii) or (d)(3) under the Securities Act and disclosed in writing in reasonable detail to the Company.

 

(vii) Forward-Looking Statements. With respect to any forecasts, projections of results and other forward-looking statements and information provided to the Holder, the Holder acknowledges that such statements were prepared based upon assumptions deemed reasonable by the Company at the time of preparation. There is no assurance that such statements will prove accurate, and the Company has no obligation to update such statements.

 

3. Events of Default.

 

(a) If there shall be any Event of Default (as defined below) hereunder, at the option and upon the declaration of the Holder and upon written notice to the Company (which election and notice shall not be required in the case of an Event of Default under subsection (ii) or (iii) below), this Note shall accelerate and all principal and unpaid accrued interest shall become due and payable. The occurrence of any one or more of the following shall constitute an “Event of Default”:

 

(i) The Company fails to pay timely any of the principal amount due under this Note on the date the same becomes due and payable or any unpaid accrued interest or other amounts due under this Note on the date the same becomes due and payable;

 

 

(ii) The Company files any petition or action for relief under any bankruptcy, reorganization, insolvency or moratorium law or any other law for the relief of, or relating to, debtors, now or hereafter in effect, or makes any assignment for the benefit of creditors or takes any corporate action in furtherance of any of the foregoing;

 

(iii) An involuntary petition is filed against the Company (unless such petition is dismissed or discharged within 60 days under any bankruptcy statute now or hereafter in effect, or a custodian, receiver, trustee, or assignee for the benefit of creditors (or other similar official) is appointed to take possession, custody or control of any property of the Company)

 

(iv) The Company shall fail to observe or perform any other covenant or agreement contained in this Note or any transaction document which failure is not cured, if possible to cure, within ten (10) days after the Company has received notice of such failure from Holder or otherwise has become aware of such failure; or

 

(v) Any representation or warranty made in this Note, any other transaction document, any written statement pursuant hereto or thereto or any other report, financial statement or certificate made or delivered to the Holder shall be untrue or incorrect in any material respect as of the date when made or deemed made, which failure is not cured, if possible to cure, within ten (10) days after the Company has received notice of such failure from Holder or otherwise has become aware of such failure.

 

(b) In the event of any Event of Default hereunder, the Company shall pay all reasonable attorneys’ fees and court costs incurred by the Holder in enforcing and collecting this Note and the Interest Rate shall be increased to fifteen percent (15%) during the continuance of the Event of Default.

 

4. Miscellaneous Provisions.

 

(a) Waivers. The Company hereby waives demand, notice, presentment, protest and notice of dishonor.

 

(b) Further Assurances. The Holder agrees and covenants that at any time and from time to time the Holder will promptly execute and deliver to the Company such further instruments and documents and take such further action as the Company may reasonably require in order to carry out the full intent and purpose of this Note and to comply with state or federal securities laws or other regulatory approvals.

 

(c) Transfers of Note. This Note may be transferred only upon its surrender to the Company for registration of transfer, duly endorsed, or accompanied by a duly executed written instrument of transfer in a form satisfactory to the Company. Thereupon, this Note shall be reissued to, and registered in the name of, the transferee, or a new Note for like principal amount and interest shall be issued to, and registered in the name of, the transferee. Interest and principal shall be paid solely to the registered holder of this Note. Such payment shall constitute full discharge of the Company’s obligation to pay such interest and principal.

 

(d) Amendment and Waiver. Any term of this Note may be amended or waived only in a writing signed by both the Company and the Holder.

 

(e) Governing Law. This Note shall be governed by and construed under the laws of the State of Nebraska, as applied to agreements among Nebraska residents, made and to be performed entirely within the State of Nebraska, without giving effect to conflicts of laws principles.

 

 

(f) Binding Agreement. The terms and conditions of this Note shall inure to the benefit of and be binding upon the respective successors and assigns of the parties. Nothing in this Note, expressed or implied, is intended to confer upon any third party any rights, remedies, obligations or liabilities under or by reason of this Note, except as expressly provided in this Note.

 

(g) Counterparts; Manner of Delivery. This Note may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Counterparts may be delivered via facsimile, electronic mail (including pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, Uniform Electronic Transactions Act or other applicable law) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.

 

(h) Titles and Subtitles. The titles and subtitles used in this Note are used for convenience only and are not to be considered in construing or interpreting this Note.

 

(i) Notices. All notices required or permitted hereunder shall be in writing and shall be deemed effectively given: (i) upon personal delivery to the party to be notified, (ii) when sent by confirmed electronic mail or facsimile if sent during normal business hours of the recipient, if not, then on the next business day, (iii) five days after having been sent by registered or certified mail, return receipt requested, postage prepaid, or (iv) one day after deposit with a nationally recognized overnight courier, specifying next day delivery, with written verification of receipt. All communications to a party shall be sent to the party’s address set forth on the signature page hereto or at such other address(es) as such party may designate by 10 days’ advance written notice to the other party hereto.

 

(j) Expenses. The Company and the Holder shall each bear its respective expenses and legal fees incurred with respect to the negotiation, execution and delivery of this Note and the transactions contemplated herein.

 

(k) Delays or Omissions. It is agreed that no delay or omission to exercise any right, power or remedy accruing to the Holder, upon any breach or default of the Company under this Note shall impair any such right, power or remedy, nor shall it be construed to be a waiver of any such breach or default, or any acquiescence therein, or of or in any similar breach or default thereafter occurring; nor shall any waiver of any single breach or default be deemed a waiver of any other breach or default theretofore or thereafter occurring. It is further agreed that any waiver, permit, consent or approval of any kind or character by the Holder of any breach or default under this Note, or any waiver by the Holder of any provisions or conditions of this Note, must be in writing and shall be effective only to the extent specifically set forth in writing and that all remedies, either under this Note, or by law or otherwise afforded to the Holder, shall be cumulative and not alternative. This Note shall be void and of no force or effect in the event that the Holder fails to remit the full principal amount to the Company within five calendar days of the date of this Note.

 

(l) Entire Agreement. This Note constitutes the full and entire understanding and agreement between the parties with regard to the subjects hereof, and no party shall be liable or bound to any other party in any manner by any representations, warranties, covenants and agreements except as specifically set forth herein.

 

(m) Exculpation. The Holder acknowledges that the Holder is not relying on any person, firm or corporation, other than the Company and its officers and the Committee and board members, in making its investment or decision to invest in the Company.

 

[Signature pages follow]

 

 

The parties have executed this 20% Original Issue Discount Promissory Note as of the date first noted above.

 

	COMPANY:
	CleanCore Solutions, Inc.
	By:	/s/ David Enholm
		Name:	David Enholm
		Title:	Chief Financial Officer

 

SIGNATURE PAGE TO

20% OID PROMISSORY NOTE 

 

 

The parties have executed this 20% Original Issue Discount Promissory Note as of the date first noted above.

 

	HOLDER (if an entity):
	Name of Holder:
	By:
	Name:
	Title:
	E-mail:
	Address:

 

	HOLDER (if an individual):
	Name of Holder:	Clayton Adams
	Signature:	/s/ Clayton Adams
	E-mail:
	Address:

 

 

SIGNATURE PAGE TO

20% OID PROMISSORY NOTE 

 

 

 

v3.24.4

Cover	Dec. 24, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Dec. 24, 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

---